TIVO INC
8-K/A, 2001-01-19
CABLE & OTHER PAY TELEVISION SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C.  20549


                                   --------

                                  Form 8-K/A


                              AMENDMENT NO. 1 TO
                                CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the


                        Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  January 9, 2001

                                   TiVo Inc.

            (Exact name of registrant as specified in its charter)

          Delaware                   000-27141                77-0463167
          (State of           (Commission File Number)      (IRS Employer
         Incorporation)                                  Identification No.)

              2160 Gold Street, P.O. Box 2160, Alviso, CA  95002
              (Address of principal executive offices) (Zip Code)

                                (408) 519-9100

             (Registrant's telephone number, including area code)


         (former name or former address, if changed since last report)

                                       1
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     This amendment is being filed to amend and restate the Current Report on
Form 8-K filed on January 17, 2001 in order to correct an error with respect to
the number of Preferred Shares initially reserved for issuance in connection
with our Stockholder Rights Plan. We have reserved 1,500,000 Preferred Shares
initially for issuance upon exercise of the Rights, not 700,000 Preferred Shares
as reported in the prior Current Report. The exhibits filed with the prior
Current Report are superseded and replaced in their entirety by the exhibits
filed with this amendment.

Item 5.  Other Events.
         ------------

     On January 9, 2001 the Board of Directors of TiVo Inc. (the "Company")
adopted a Stockholder Rights Plan.

     In connection with the Rights Plan, the Board of Directors of the Company
declared a dividend of one preferred share purchase right (the "Rights") for
each outstanding share of common stock, par value $.001 per share (the "Common
Shares"), of the Company outstanding at the close of business on January 31,
2001 (the "Record Date").  Each Right will entitle the registered holder
thereof, after the Rights become exercisable and until January 9, 2011 (or the
earlier redemption, exchange or termination of the Rights), to purchase from the
Company one-hundredth (1/100th) of a share of Series B Junior Participating
Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a price
of $60 per one-hundredth (1/100th) of a Preferred Share, subject to certain
anti-dilution adjustments (the "Purchase Price").  Until the earlier to occur of
(i) ten (10) days following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the Common Shares (an "Acquiring
Person"), subject to limited exceptions, or (ii) ten (10) business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement or announcement of an intention to make a
tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the Common Shares,
subject to limited exceptions (the earlier of (i) and (ii) being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate.  The Rights will be transferred with and only with the Common
Shares until the Distribution Date or earlier redemption or expiration of the
Rights.  As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.  The Rights will at no time have any voting rights.

     Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly dividend
payment of $1.00 per share but will be entitled to an aggregate dividend of 100
times the dividend, if any, declared per Common Share.  In the event of
liquidation, dissolution or winding up of the Company, the holders of the
Preferred Shares will be entitled to a preferential liquidation payment of $100
per share plus any accrued but unpaid dividends but will be entitled to an
aggregate payment of 100 times the payment made per Common Share.  Each
Preferred Share will have 100 votes and will vote together with the Common
Shares.  Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share.  Preferred Shares will
not be redeemable.  These Rights are protected by customary anti-dilution
provisions.  Because of the nature of the Preferred Share's dividend,
liquidation and voting rights, the value of one-hundredth of a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.

                                       2
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     In the event that a Person becomes an Acquiring Person or if the Company
were the surviving corporation in a merger with an Acquiring Person or any
affiliate or associate of an Acquiring Person and the Common Shares were not
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then current
Purchase Price of one Right.  In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.

     At any time after a Person becomes an Acquiring Person and prior to the
earlier of one of the events described in the last sentence in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the then
outstanding Common Shares, the Board of Directors may cause the Company to
exchange the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, for Common Shares at an exchange rate of one
Common Share per Right (subject to adjustment).

     The Rights may be redeemed in whole, but not in part, at a price of $.01
per Right (the "Redemption Price") by the Board of Directors at any time prior
to the time that an Acquiring Person has become such.  The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will receive the
Redemption Price.

     The Rights will expire on January 9, 2011 (unless earlier redeemed,
exchanged or terminated).  Wells Fargo Shareowner Services is the Rights Agent.

     The Purchase Price payable, and the number of one one-hundredths of a
Preferred Share or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares or convertible securities at less than the current market price
of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid, at a rate not in
excess of 50% of the average net income per share of the Company for the four
quarters ended immediately prior to the payment of such dividend, or dividends
payable in Preferred Shares (which dividends will be subject to the adjustment
described in clause (i) above)) or of subscription rights or warrants (other
than those referred to above).

                                       3
<PAGE>

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.

     Any of the provisions of the Rights Agreement dated as of January 16, 2001
between the Company and the Rights Agent (the "Rights Agreement") may be amended
by the Board of Directors of the Company for so long as the Rights are then
redeemable, and after the Rights are no longer redeemable, the Company may amend
or supplement the Rights Agreement in any manner that does not adversely affect
the interests of the holder of the Rights.

     One Right will be distributed to stockholders of the Company for each
Common Share owned of record by them on January 31, 2001.  As long as the Rights
are attached to the Common Shares, the Company will issue one Right with each
new Common Share so that all such shares will have attached Rights.  The Company
has agreed that, from and after the Distribution Date, the Company will reserve
1,500,000 Preferred Shares initially for issuance upon exercise of the Rights.

     The rights are designed to assure that all of the Company's stockholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, open market accumulations
and other abusive tactics to gain control of the Company without paying all
stockholders a control premium.  The Rights will cause substantial dilution to a
person or group that acquires 15% or more of the Company's stock on terms not
approved by the Company's Board of Directors.  The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
at any time prior to the first date that a Person or group has become an
Acquiring Person.

     The Rights Agreement specifying the terms of the Rights and the text of the
press release announcing the declaration of the Rights, are incorporated herein
by reference as exhibits to this Current Report.  The foregoing description of
the Rights is qualified in its entirety by reference to such exhibits.

                                       4
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Item 7.  Exhibits.
         --------

 4.1     Certificate of Designations of the Series B Junior Participating
         Preferred Stock of TiVo Inc.

 4.2     Certificate of Correction Filed to Correct a Certain Error in the
         Certificate of Designations of TiVo Inc.

10.1     Rights Agreement, dated as of January 16, 2001, between TiVo Inc. and
         Wells Fargo Shareowner Services.

99.1     Text of Press Release, dated January 12, 2001.

                                       5
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                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused amendment to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: January 19, 2001

                              TIVO INC.

                              By: /s/ David H. Courtney
                                 --------------------------------------
                                 David H. Courtney
                                 CFO & Senior Vice President, Finance &
                                 Administration

                                       6



<PAGE>

                                 EXHIBIT INDEX

 4.1      Certificate of Designations of the Series B Junior Participating
          Preferred Stock of Tivo Inc.

 4.2      Certificate of Correction Filed to Correct a Certain Error in the
          Certificate of Designations of TiVo Inc.

10.1      Rights Agreement, dated as of January 16, 2001, between TiVo Inc. and
          Wells Fargo Shareowner Services.

99.1      Text of Press Release, dated January 12, 2001.


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