<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 2
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999
Commission file number 000-27141
---------
TIVO INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0463167
--------------------------------------------- -------------------
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
2160 Gold Street, PO 2160, Alviso, CA 95164-9101
---------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
(408) 519-9100
-----------------------------------------------------
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [X]
As of March 15, 2000 there were 16,204,153 shares of registrant's common stock
outstanding, and the aggregate market value of such shares held by non-
affiliates of the registrant (based upon the closing sale price of such shares
on the NASDAQ National Market on March 15, 2000) was approximately $583.3
million. Shares of the registrant's common stock held by each executive officer,
director and holder of five percent or more of the registrant's common stock
outstanding as of March 15, 1999 have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form 10 K for TiVo Inc. (the
"Company") for the fiscal year ended December 31, 1999 as filed with the
Securities and Exchange Commission on March 29, 2000 is being filed to provide
additional disclosure in Item 1 "Business (Recent Developments)", Item 3 "Legal
Proceedings", Item 7 "Results of Operations" and "Factors that May Affect Future
Operating Results" - Intellectual property claims against us can be costly and
could result in the loss of significant rights", Item 11 "Executive
Compensation" and Item 13 "Other Transactions with Executive Officers and
Directors".
<PAGE>
PART I
Item 1. Business
Recent Developments
The text under the heading "Recent Developments" on page 16 is hereby
replaced with the following:
On January 6, 2000, TiVo and DIRECTV announced a new integrated device that
would deliver DIRECTV's television programming and the TiVo Service, and store
up to 30 hours of recorded programming.
On January 7, 2000, TiVo formed an alliance with Blockbuster, Inc. to
explore the delivery of an entertainment service through the TiVo Service that
would allow TiVo subscribers to obtain a selection of movies for viewing through
their personal video recorders. This alliance is non-binding and does not
require either party to issue securities or make payments to the other. The
alliance includes promotional opportunities for both parties, otherwise known as
cross-promotional opportunities, that TiVo believes will benefit each company's
customers. As of this filing no cross-promotions had been done.
On January 6, 2000, TiVo agreed to license and incorporate Liberate
Technologies'("Liberate") TV Navigator software into future versions of TiVo's
personal television reference platform, thus integrating Liberate's platform for
interactive TV with the TiVo Service. The Liberate platform includes client and
server software that enable interactive TV services such as accessing web sites
via the TV. Additionally, this license agreement provides a platform that
facilitates America Online, Inc. to partner with TiVo to enhance AOLTV. The term
of this agreement is 5 years.
On February 29, 2000, TiVo formed an exclusive alliance with British Sky
Broadcasting Group PLC ("BSkyB") to introduce the personal television service in
the United Kingdom. Under this agreement TiVo and BSkyB will co-brand and co-
market the sale of personal video recorders in the United Kingdom. The companies
will work together to create a version of the TiVo Service to be enabled in the
United Kingdom by a BskyB and TiVo branded adaptation of the current TiVo
enabled personal video recorder that is distributed in the U.S. This product
will be launched in the United Kingdom exclusively by TiVo and BskyB. The launch
date is expected to be October 1, 2000. After the launch, the TiVo Service will
continue over a 2 year term to be distributed within the United Kingdom
exclusively by both parties. Under the terms of the agreement, BskyB will
receive a percentage of revenue based on number of subscribers to the TiVo
Service. As of December 31, 2000 TiVo and BskyB had successfully launched their
products during October 2000.
Item 3. Legal Proceedings
The text under the heading "Item 3. Legal Proceedings" on page 19 is hereby
replaced with the following:
PhoneTel Communications. On January 6, 2000, a suit was filed against TiVo
by PhoneTel Communications, Inc. ("PhoneTel") in the U.S. District Court for the
Northern District of Texas alleging willful and deliberate violation of U.S.
Patent Number 4,873,584, entitled "Computer Control for VCR including Display of
Record Playback Listing and Playback Order Selection", held by PhoneTel. The
complaint alleged that TiVo infringed the patent by, among other things, making,
using, selling, offering to sell and/or importing its television set top boxes,
and sought unspecified monetary damages, an injunction against TiVo's
operations, and attorneys' fees and costs. On April 17, 2000, the suit was
voluntarily dismissed by PhoneTel. While the suit could be re-filed by PhoneTel,
TiVo believes that it has meritorious defenses against this suit and intends to
vigorously defend itself. TiVo could be forced to incur material expenses during
this defense, and in the event it were to lose this suit, its business would be
harmed.
StarSight Telecast. On January 18, 2000, a suit was filed against TiVo by
StarSight Telecast Inc, a subsidiary of Gemstar International Group Limited
("StarSight"), in the U.S. District Court for the Northern District of
California alleging willful and deliberate violation of U.S. Patent Number
4,706,121, entitled "TV Schedule System and Process", held by StarSight. The
complaint alleged that TiVo infringed the patent by, among other things, making,
using, selling, offering to sell and/or importing its TV schedule systems and
processes without a license from StarSight. Starsight seeks unspecified monetary
damages as well as an injunction against TiVo's operations. It also seeks
attorneys' fees and costs. TiVo believes that it has meritorious defenses
against this suit and intends to vigorously defend itself. On February 25, 2000,
TiVo counterclaimed against StarSight, Gemstar Development Corporation and
Gemstar International Group Limited seeking damages for federal antitrust
violations and state unfair business practices claims, as well as declaratory
relief of non-infringement, invalidity and unenforceability with respect to the
patent. TiVo could be forced to incur material expenses during this defense, and
in the event it were to lose this suit its business would be harmed.
<PAGE>
TiVo is aware that media companies and other organizations may support
litigation or explore legislative solutions unless the members of the personal
television industry agree to obtain license agreements for the use of certain
programming. TiVo has received letters from Time Warner Inc. and Fox Television
stating that these entities believe TiVo's personal television service exploits
copyrighted networks and programs without the necessary licenses and business
arrangements.
For further discussion of intellectual property risks facing TiVo, see
"Factors that May Affect Future Operating Results"-- Intellectual property
claims against us can be costly and could result in the loss of significant
rights.
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The text under the heading "Results of Operations" on pages 23 and 24 is
hereby replaced with the following:
Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998 and
the period from August 4, 1997 (Inception) to December 31, 1997.
Subscription revenues. Subscription revenues for the year ended December
31, 1999 were $223,000, compared to zero for the year ended December 31, 1998
and zero for the period from August 4, 1997 (Inception) to December 31, 1997.
The increase is attributable to customer subscriptions to the TiVo Service,
which began in March 1999. As of December 31, 1999, we had approximately 18,000
subscribers.
Cost of services. Cost of services consists primarily of employee salaries,
telephone expenses, call center and other expenses related to providing the TiVo
Service to subscribers. Cost of services for the year ended December 31, 1999
was $4.1 million compared to zero for the year ended December 31, 1998 and zero
for the period from August 4, 1997 (Inception) to December 31, 1997. This
increase was primarily attributable to the hiring of content programming and
service operation personnel. Total salaries and benefits accounted for 45% of
the total cost of services expenses. The establishment of a customer call center
in connection with the retail release of the TiVo Service and the personal video
recorder that enables the TiVo Service comprised 48% of the total cost of
services expenses. Additionally, as subscribers increased there were other
variable costs, such as telephone charges which accounted for 4% of the total
cost of services.
Research and development expenses. The Company's research and development
expenses consist primarily of employee salaries and related expenses and
consulting fees relating to the design of the personal video recorder that
enables the TiVo Service. Research and development expenses for the year ended
December 31, 1999 were $9.7 million compared to $5.6 million for the year ended
December 31, 1998 and $356,000 for the period from August 4, 1997 (Inception) to
December 31, 1997. Increase in salary expense due to the hiring of additional
engineers to help support the improvement and addition of features and
functionality of current products as well as the design of new platforms
accounted for approximately 70% of the total increase from 1998 to 1999.
Approximately 22% of the total increase was related to research and development
consulting expenses.
Sales and marketing expenses. Sales and marketing expenses consist
primarily of employee salaries and related expenses, media advertising, public
relations activities, special promotions, trade shows and the production of
product related items, including collateral and videos. Sales and marketing
expenses for the year ended December 31, 1999 were $24.5 million compared to
$1.3 million for the year ended December 31, 1998 and $28,000 for the period
from August 4, 1997 (Inception) to December 31, 1997. The increase was primarily
attributable to an increase in expenditures for advertising, public relations
and trade shows in connection with the continued retail marketing campaign of
the TiVo Service and the personal video recorder that enables the TiVo Service.
Advertising expenses, including public relations and trade shows, comprised over
75% of the total increase in sales and marketing expenses from 1998 to 1999. For
the year ended December 31, 1999, sales support expense was $1.7 million
compared to zero for the year ended December 31, 1998. Sales support accounted
for 7% of the total increase. We expect our marketing expenses to continue to
increase significantly in connection with the continued retail marketing
campaign for the TiVo Service and the personal video recorder that enables the
TiVo Service, which began with the retail launch in the third quarter of 1999.
<PAGE>
Sales and marketing--related parties. Sales and marketing--related parties
consist of cash and non-cash charges related primarily to agreements with
DIRECTV, Philips, Quantum, and Creative Artists Agency, LLC ("CAA") all of which
hold stock in the Company. Sales and marketing--related parties for the year
ended December 31, 1999 was $15.2 million compared to zero for the year ended
December 31, 1998 and zero for the period from August 4, 1997 (Inception) to
December 31, 1997. The increase in sales and marketing--related parties expenses
is attributable to the manufacturing and shipments of personal video recorders
and to the related activations of subscribers to the TiVo Service, which began
in March 1999.
Sales and marketing-related parties expense as of December 30, 1999,
consists of cash and non-cash charges of $2.5 million and $12.7 million,
respectively. The non-cash portion is related to the amortization of warrants or
common stock issued for services that we issued to Quantum, DIRECTV and Creative
Artists Agency, LLC. The total amount of warrant valuation and common stock
issued for services as of December 13, 1999 was $29.0 million. Of this amount,
$16.3 million has not yet been amortized. We amortize the valuation of the
warrants and common stock issued for services on a straight-line basis over the
period that the services are provided.
The cash portion of sales and marketing-related parties expense is
comprised of revenue share and manufacturing subsidy payments to Philips,
Quantum and DIRECTV. Subsidies are formula based payments to our partners in
exchange for key activites and results. The formulas are periodically adjusted
based on our partners' manufacturing costs and selling prices. A portion of the
subsidy is payable after shipment and the balance is payable after the
subscription is activated. Since subsidies are based on the number or units
manufactured and activated, we expect that as the volume of units manufactured
increases our subsidy costs will increase proportionally. We have also agreed to
share a portion of our revenues with some of our strategic partners in order to
promote the TiVo Service and encourage the manufacture and distribution of the
personal video recorders that enable the TiVo Service. Revenue share is
calculated as an agreed upon percentage revenue for a specified group of TiVo
subscribers. We anticipate that our business will continue to grow and, as such,
we expect the revenue share and manufacturing subsidy amounts to increase in
Year 2000 until the service has widespread market acceptance.
General and administrative expenses. General and administrative expenses
consist primarily of employee salaries and related expenses for executive,
administrative, accounting, information systems, customer service personnel,
facility costs, and professional fees. General and administrative expenses for
the year ended December 31, 1999 were $7.0 million compared to $2.9 million for
the year ended December 31, 1998 and $241,000 for the period from August 4, 1997
(Inception) to December 31, 1997. Approximately 24% of the increase was
primarily attributable to the hiring of additional personnel and related
expenses. Also contributing to the increase were the costs of establishing
Information Services and Service Operations departments which did not exist
during the year ended December 31, 1998 or prior. The costs of the Information
Services department were 38% and the costs of the Service Operations department
were 31% of the total increase in general and administrative expenses.
Stock-based compensation. During 1999, we granted stock options with
exercise prices that were less than the estimated fair value of the underlying
shares of common stock on the date of grant. As a result, stock-based
compensation expense is being recognized over the period that these stock
options vest. The stock-based compensation expense was approximately $1.5
million for the year ended December 31, 1999, zero for the year ended December
31, 1998 and zero for the period from August 4, 1997 (Inception) to December 31,
1997.
Other operating expenses, net. Other operating expenses, net consists of
the revenues from the sale of personal video recorders sold directly by TiVo,
less the cost of the personal video recorders sold. For the year ended December
31, 1999, other operating expenses, net was $7.2 million compared to zero for
the year ended December 31, 1998 and zero for the period from August 4, 1997
(Inception) to December 31, 1997. We transitioned manufacturing and selling
personal video recorders in the fourth quarter of 1999 to Philips. The revenues
and costs resulting from the sale of personal video recorders were not expected
to be recurring and are therefore considered incidental to our business and as
such have been classified as other operating expense, net.
Interest income. Interest income resulting from cash and cash equivalents
held in interest bearing accounts and short term investments was $2.9 million
for the year ended December 31, 1999 compared to $136,000 for the year ended
December 31, 1998 and $49,000 for the period from August 4, 1997 (Inception) to
December 31, 1997, as cash balances have increased.
Interest expense and other. Interest expense and other was $466,000 for the
year ended December 31, 1999. This includes amortization of the value assigned
primarily to the Comdisco and convertible debt warrants of $432,000 and interest
expense of $34,000 resulting from borrowings under the capital lease obligation.
For the year ended December 31, 1998 and the period from August 4, 1997
(Inception) to December 31, 1997, interest expense and other was $20,000 and
$19,000, respectively.
<PAGE>
Factors that May Affect Future Operating Results
Intellectual property claims against us can be costly and could result in the
loss of significant rights.
From time to time, we may be subject to intellectual property litigation,
which could:
. be time-consuming and expensive;
. divert management's attention and resources away from our business;
. cause delays in product delivery and new service introduction;
. cause the cancellation of new products or services; or
. require us to pay significant royalties or licensing fees.
The emerging enhanced-television industry is highly litigious, particularly
in the area of on-screen program guides. Additionally, many patents covering
interactive television technologies have been granted but have not been
commercialized. For example, we are aware of at least seven patents for pausing
live television. A number of companies in the enhanced-television industry earn
substantial profits from technology licensing, and the introduction of new
technologies such as ours is likely to provoke lawsuits from such companies. A
successful claim of infringement against us, our inability to obtain an
acceptable license from the holder of the patent or other right or our inability
to design around an asserted patent or other right could cause our manufacturing
partners to cease manufacturing the personal video recorder or us to cease
providing our service, or both, which would eliminate our ability to generate
revenues.
On January 6, 2000, PhoneTel Communications, Inc. filed a lawsuit against
us in the U.S. District Court for the Northern District of Texas alleging
willful and deliberate violation of U.S. Patent Number 4,873,584, entitled
"Computer Control for VCR including Display of Record Playback Listing and
Playback Order Selection", held by PhoneTel. The complaint alleged that TiVo
infringed the patent by, among other things, making, using, selling, offering to
sell and/or importing its television set top boxes, and sought unspecified
monetary damages, an injunction against TiVo's operations, and attorneys' fees
and costs. On April 17, 2000, the suit was voluntarily dismissed by PhoneTel.
While the suit could be re-filed by PhoneTel, TiVo believes that it has
meritorious defenses against the claims and would vigorously defend itself
against such claims. In the event the suit is re-filed, TiVo could be forced to
incur material expenses, and in the event it were to lose such a suit, its
business would be harmed.
On January 18, 2000, StarSight Telecast Inc., a subsidiary of Gemstar
International Group Limited filed a lawsuit against us in the U.S. District
Court for the Northern District of California alleging willful and deliberate
violation of U.S. Patent Number 4,706,121, entitled "TV Schedule System and
Process", held by StarSight. The complaint alleged that TiVo infringed the
patent by, among other things, making, using, selling, offering to sell
<PAGE>
and/or importing its TV schedule systems and processes without a license from
StarSight. Starsight seeks unspecified monetary damages and an injunction
against our operations. The suit also seeks attorneys' fees and costs. TiVo
believes that it has meritorious defenses against the suit and intends to
vigorously defend itself. On February 25, 2000, TiVo counterclaimed against
StarSight, Gemstar Development Corporation and Gemstar International Group
Limited seeking damages for federal antitrust violations and state unfair
business practices claims, as well as declaratory relief of non-infringement,
invalidity and unenforceability with respect to the patent. TiVo could be forced
to incur material expenses during this litigation, and in the event it were to
lose this suit its business would be harmed.
In addition, we are aware that some media companies may attempt to form
organizations to develop standards and practices in the personal television
industry. These organizations or individual media companies may attempt to
require companies in the personal television industry to obtain copyright or
other licenses. A number of articles have appeared in the press regarding the
formation of a consortium of broadcast and cable television networks called the
Advanced Television Copyright Coalition. Some of those articles have indicated
that the coalition is prepared to support litigation and to explore legislative
solutions unless the members of the personal television industry agree to obtain
license agreements for use of the companies' programming. We have received
letters from Time Warner Inc. and Fox Television stating that these entities
believe our personal television service exploits copyrighted networks and
programs without the necessary licenses and business arrangements. Lawsuits or
other actions taken by these types of organizations or companies could make it
more difficult for us to introduce new services, delay widespread consumer
acceptance of our products and services, restrict our use of some television
content, increase our costs and adversely affect our business.
<PAGE>
Item 11. Executive Compensation
Compensation Committee Interlocks and Insider Participation
The members of our Compensation Committee are Messrs. Alsop, Komisar and
Yang. None of the members of our Compensation Committee is currently or has
been, at any time since our formation, an officer or employee. Prior to the
formation of the Compensation Committee, all decisions regarding compensation
for directors, officers, employees and consultants and administration of stock
and incentive plans were made solely by the Board of Directors.
Item 13. Certain Relationships and Related Transactions
Other Transactions with Executive Officers and Directors
The text under the heading "Other Transactions with Executive Officers and
Directors" on pages 70 and 71 is hereby replaced with the following:
We have entered into indemnity agreements with our directors that provide,
among other things, that we will indemnify these persons, under circumstances
and to the extent provided for therein, for expenses, damages, judgments, fines
and settlements he or she may be required to pay in actions or proceedings to
which he or she is or may be a party by reason of his or her position as a
director, and otherwise to the full extent permitted under Delaware law and our
Bylaws.
On April 8, 1999, we entered into a secured convertible debenture purchase
agreement with certain stockholders, including the following 5% stockholders:
(1) New Enterprise Associates VII, L.P., and (2) Institutional Venture Partners
VII, L.P. Under the terms of this agreement, we received the right to borrow up
to $3,000,000 at an interest rate of 4.67% per annum. The debentures to be
delivered by us for any loan made under this agreement are convertible into
common stock on a one-for-one basis and are secured by substantially all of our
assets other than intellectual property. The debentures mature on June 30,
2000. In connection with the agreement, we issued warrants to purchase 81,522
shares of our common stock at an exercise price of $2.50 per share, including
warrants to purchase 35,307 shares of common stock to New Enterprise Associates
VII, L.P. and warrants to purchase 35,307 shares of common stock to
Institutional Ventures VII, L.P. These warrants were exercised and converted to
common stock on a one-for-one basis upon the closing of our initial public
offering.
On April 13, 1999, in connection with the issuance and sale of Series F
preferred stock to DIRECTV, we issued an aggregate of 2,981,196 shares of our
common stock to DIRECTV, Inc. at a per share
<PAGE>
purchase price of $2.50. Pursuant to the terms of a marketing agreement with
DIRECTV, Inc., $2,822,168 of the common stock purchase price was paid by a
promissory note maturing in 36 months, $2,981 of the purchase price was paid in
past services and $4,627,841 of the purchase price was to be paid by future
services. Of the 2,981,196 shares granted to DIRECTV in connection with the
marketing agreement, 1,128,867 shares are subject to a right of repurchase held
by us. Under the terms of the marketing agreement, we have the right to
repurchase a portion of these shares in certain circumstances.
Our marketing agreement with DIRECTV provides for the promotion and support
of our products and the TiVo Service on the DIRECTV satellite system. DIRECTV
has agreed to give us access to its subscribers and will actively market and
promote TiVo and the TiVo Service. Specifically, DIRECTV has agreed to use its
commercially reasonable efforts to encourage retailers to distribute our
products and the TiVo Service. DIRECTV also has agreed to make broadcast time
available via its DIRECTV Service infomercials and commercials that promote the
TiVo Service and our products. DIRECTV has agreed to provide us with access to
DIRECTV subscribers for the purpose of mailing promotional materials relating to
the TiVo Service and products that enable the TiVo Service. Further, DIRECTV
has agreed to include advertising relating to our products and the TiVo Service
on DIRECTV's website and in DIRECTV's On and See magazines. DIRECTV has also
agreed to make available to us a specified level of bandwidth on the DIRECTV
system to expand and enrich the TiVo Service offered to DIRECTV subscribers.
Finally, DIRECTV and TiVo have agreed to work together with Philips or other
manufacturers to develop a combination DIRECTV/TiVo set-top receiver. In
exchange for these marketing and advertising obligations, DIRECTV will receive a
percentage of TiVo's revenue attributable to DIRECTV subscribers. As of December
31, 1999, we incurred $4,041 as sales and marketing related party expense. We
paid this entire amount to DIRECTV as of March 31, 2000.
On March 31, 1999, we entered into an agreement with Philips Business
Electronics B.V., an affiliate of one of our stockholders, for the manufacture,
marketing and distribution of personal video recorders that enable the TiVo
Service. This agreement grants Philips the right to manufacture, market and
sell personal video recorders that enable the TiVo Service in North America. We
also granted Philips the right to manufacture, market and sell personal video
recorders in North America that incorporate both DIRECTV's satellite receiver
and the TiVo Service.We also granted Philips a license to our technology for the
purpose of manufacturing personal video recorders and other devices that enable
the TiVo Service. In addition, we have agreed to subsidize Philips' manufacture
and sale of the personal video recorders. The amount of the subsidy is formula-
based and periodically adjusted based on Philips' manufacturing costs and
selling prices. A portion of the subsidy is payable after shipment by Philips
and the balance is payable after the subscription is activated. In addition to
the manufacturing subsidy, we have agreed to pay Philips a fixed amount per
month for each Philips-branded personal video recorder that is owned by an
active TiVo Service subscriber. As of December 31, 1999, we incurred $2.2
million as sales and marketing related party expense. We paid this entire amount
as of December 31, 2000. Finally, our agreement with Philips provides that
Philips will spend a specified amount on marketing activities related to
Philips-branded personal video recorders that enable the TiVo Service in order
to promote, market and sell their personal video recorders.
On April 16, 1999, in connection with the issuance and sale of Series G
preferred stock to NBC Multimedia, Inc., we entered into an agreement with NBC
relating to the TiVo Service. Under the agreement, we granted NBC preferential
"anchor" placement on the Showcase screen of the TiVo Service. In addition, NBC
programming packages and specials will be featured in TiVolution Magazine and
NBC may include NBC promotions and/or featured programs for inclusion on the
materials packaged with each personal video recorder. Under the agreement, the
parties will feature each other as partners on their respective Internet
websites with a link to the other's website. We have also agreed to work with
NBC to produce weekly showcases and special programming packages that highlight
current and upcoming NBC programs. NBC also received the right to sell NBC
merchandise through our couch commerce service and the right to include links to
websites and other Internet content should such services be enabled on the TiVo
Service during the term of our agreement with NBC. After our couch commerce
area is launched, NBC will receive free placement in such area to sell NBC
merchandise. In the event that we enable Internet connection for the TiVo
Service during the term of the NBC agreement, we will ensure that any links
and/or web content incorporated within NBC signals will be passed through to
TiVo Service viewers.
We believe that each of the foregoing transactions was in our best
interest. As a matter of policy, the transactions were, and all future
transactions between us and any of our officers, directors or principal
stockholders, will be approved by a majority of the independent and
disinterested members of the board of directors, will be on terms no less
favorable to us than could be obtained from unaffiliated third parties and will
be in connection with bona fide business purposes.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TIVO INC.
Date: January 12, 2001 By: /s/ Michael Ramsay
------------------------------
Michael Ramsay
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this Amendment
to Form 10-K has been signed by the following persons in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Michael Ramsay President, Chief Executive Officer and January 12, 2001
--------------------------------- Chairman of the Board (Principal Executive
Michael Ramsay Officer)
/s/ David H. Courtney Sr. Vice President of Finance and January 12, 2001
--------------------------------- Administration and Chief Financial Officer
David H. Courtney (Principal Financial and Accounting Officer)
* Sr. Vice President of Research and January 12, 2001
--------------------------------- Development, Chief Technical Officer and
James Barton Director
*
--------------------------------- Director January 12, 2001
Geoffrey Y. Yang
*
--------------------------------- Director January 12, 2001
Stewart Alsop
*
---------------------------------
Randy Komisar Director January 12, 2001
*
--------------------------------- Director January 12, 2001
Michael Homer
*
--------------------------------- Director January 12, 2001
Larry N. Chapman
*
--------------------------------- Director January 12, 2001
Jan P. Oosterveld
*
--------------------------------- Director January 12, 2001
John S. Hendricks
*
--------------------------------- Director January 12, 2001
David Zaslav
*
--------------------------------- Director January 12, 2001
Barry Schuler
*
--------------------------------- Director January 12, 2001
Howard Stringer
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
* By: /s/ David H. Courtney Attorney-in-Fact January 12, 2001
-------------------------------
David H. Courtney
===========================================================================================================================
</TABLE>
