TIVO INC
8-K/A, EX-4.1, 2001-01-19
CABLE & OTHER PAY TELEVISION SERVICES
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                                                                     EXHIBIT 4.1

                          CERTIFICATE OF DESIGNATIONS

                                      of

                 SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

                                      of

                                   TIVO INC.

                        (Pursuant to Section 151 of the
                       Delaware General Corporation Law)

                         _____________________________

     TiVo Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (hereinafter called the "Corporation"),
hereby certifies that the following resolution was adopted by the Board of
Directors of the Corporation as required by Section 151 of the General
Corporation Law at a meeting duly called and held on January 9, 2001.

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the "Board of Directors" or
the "Board") in accordance with the provisions of the Certificate of
Incorporation of this Corporation, the Board of Directors hereby creates a
series of Preferred Stock, par value $.001 per share (the "Preferred Stock"), of
the Corporation and hereby states the designation and number of shares, and
fixes the relative rights, powers and preferences, and qualifications,
limitations and restrictions thereof as follows:

     Section 1. Designation and Amount.  The shares of such series shall be
                ----------------------
designated as "Series B Junior Participating Preferred Stock" (the "Series B
Preferred Stock") and the number of shares constituting the Series B Preferred
Stock shall be 700,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; PROVIDED, that no decrease shall reduce
the number of shares of Series B Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series B Preferred Stock.

     Section 2. Dividends and Distributions.
                ---------------------------

                (A) Subject to the prior and superior rights of the holders
     of any shares of any class or series of stock of this Corporation ranking
     prior and superior to the Series B Preferred Stock with respect to
     dividends, the holders of shares of Series B Preferred Stock, in preference
     to the holders of Common Stock, par value $.001 per share (the "Common
     Stock"), of the Corporation, and of any other stock ranking junior to the
     Series B Preferred Stock, shall be entitled to receive, when, as and if
     declared by the Board of Directors out of funds legally available for the
     purpose, quarterly dividends payable in cash on the first day of March,
     June, September and December in each year (each such date being referred to
     herein as a "Quarterly Dividend Payment Date"), commencing on
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     the first Quarterly Dividend Payment Date after the first issuance of a
     share or fraction of a share of Series B Preferred Stock, in an amount per
     share (rounded to the nearest cent) equal to the greater of (a) $1.00 or
     (b) subject to the provision for adjustment hereinafter set forth, 100
     times the aggregate per share amount of all cash dividends, and 100 times
     the aggregate per share amount (payable in kind) of all non-cash dividends
     or other distributions, other than a dividend payable in shares of Common
     Stock or a subdivision of the outstanding shares of Common Stock (by
     reclassification or otherwise), declared on the Common Stock since the
     immediately preceding Quarterly Dividend Payment Date or, with respect to
     the first Quarterly Dividend Payment Date, since the first issuance of any
     share or fraction of a share of Series B Preferred Stock. In the event the
     Corporation shall at any time declare or pay any dividend on the Common
     Stock payable in shares of Common Stock, or effect a subdivision,
     combination or consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in shares of
     Common Stock) into a greater or lesser number of shares of Common Stock,
     then in each such case the amount to which holders of shares of Series B
     Preferred Stock were entitled immediately prior to such event under clause
     (b) of the preceding sentence shall be adjusted by multiplying such amount
     by a fraction, the numerator of which is the number of shares of Common
     Stock outstanding immediately after such event and the denominator of which
     is the number of shares of Common Stock that were outstanding immediately
     prior to such event.

               (B) The Corporation shall declare a dividend or distribution on
     the Series B Preferred Stock as provided in paragraph (A) of this Section 2
     immediately after it declares a dividend or distribution on the Common
     Stock (other than a dividend payable in shares of Common Stock); provided
     that, in the event no dividend or distribution shall have been declared on
     the Common Stock during the period between any Quarterly Dividend Payment
     Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
     $1.00 per share on the Series B Preferred Stock shall nevertheless be
     payable on such subsequent Quarterly Dividend Payment Date.

               (C) Dividends shall begin to accrue and be cumulative on
     outstanding shares of Series B Preferred Stock from the Quarterly Dividend
     Payment Date next preceding the date of issue of such shares, unless the
     date of issue of such shares is prior to the record date for the first
     Quarterly Dividend Payment Date, in which case dividends on such shares
     shall begin to accrue from the date of issue of such shares, or unless the
     date of issue is a Quarterly Dividend Payment Date or is a date after the
     record date for the determination of holders of shares of Series B
     Preferred Stock entitled to receive a quarterly dividend and before such
     Quarterly Dividend Payment Date, in either of which events such dividends
     shall begin to accrue and be cumulative from such Quarterly Dividend
     Payment Date. Accrued but unpaid dividends shall not bear interest.
     Dividends paid on the shares of Series B Preferred Stock in an amount less
     than the total amount of such dividends at the time accrued and payable on
     such shares shall be allocated pro rata on a share-by-share basis among all
     such shares at the time outstanding. The Board of Directors may fix a
     record date for the determination of holders of shares of Series B
     Preferred Stock entitled to receive payment of a dividend or distribution
     declared thereon, which record date shall be not more than 60 days prior to
     the date fixed for the payment thereof.

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     Section 3.  Voting Rights.  The holders of shares of Series B Preferred
                 -------------
Stock shall have the following voting rights:

                 (A) Subject to the provision for adjustment hereinafter set
     forth, each share of Series B Preferred Stock shall entitle the holder
     thereof to 100 votes on all matters submitted to a vote of the stockholders
     of the Corporation. In the event the Corporation shall at any time declare
     or pay any dividend on the Common Stock payable in shares of Common Stock,
     or effect a subdivision, combination or consolidation of the outstanding
     shares of Common Stock (by reclassification or otherwise than by payment of
     a dividend in shares of Common Stock) into a greater or lesser number of
     shares of Common Stock, then in each such case the number of votes per
     share to which holders of shares of Series B Preferred Stock were entitled
     immediately prior to such event shall be adjusted by multiplying such
     number by a fraction, the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.

                 (B) Except as otherwise provided herein, in any other
     Certificate of Designations creating a series of Preferred Stock or any
     similar stock, or by law, the holders of shares of Series B Preferred Stock
     and the holders of shares of Common Stock and any other capital stock of
     the Corporation having general voting rights shall vote together as one
     class on all matters submitted to a vote of stockholders of the
     Corporation.

                 (C) Except as set forth herein, or as otherwise provided by
     law, holders of Series B Preferred Stock shall have no special voting
     rights and their consent shall not be required (except to the extent they
     are entitled to vote with holders of Common Stock as set forth herein) for
     taking any corporate action.

     Section 4.  Certain Restrictions.
                 --------------------

                 (A) Whenever quarterly dividends or other dividends or
     distributions payable on the Series B Preferred Stock as provided in
     Section 2 are in arrears, thereafter and until all accrued and unpaid
     dividends and distributions, whether or not declared, on shares of Series B
     Preferred Stock outstanding shall have been paid in full, the Corporation
     shall not:

                     (i)  declare or pay dividends, or make any other
          distributions, on any shares of stock ranking junior (either as to
          dividends or upon liquidation, dissolution or winding up) to the
          Series B Preferred Stock;

                     (ii) declare or pay dividends, or make any other
          distributions, on any shares of stock ranking on a parity (either as
          to dividends or upon liquidation, dissolution or winding up) with the
          Series B Preferred Stock, except dividends paid ratably on the Series
          B Preferred Stock and all such parity stock on which dividends are
          payable or in arrears in proportion to the total amounts to which the
          holders of all such shares are then entitled;

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                    (iii) redeem or purchase or otherwise acquire for
          consideration shares of any stock ranking junior (either as to
          dividends or upon liquidation, dissolution or winding up) to the
          Series B Preferred Stock, provided that the Corporation may at any
          time redeem, purchase or otherwise acquire shares of any such junior
          stock in exchange for shares of any stock of the Corporation ranking
          junior (both as to dividends and upon dissolution, liquidation or
          winding up) to the Series B Preferred Stock; or

                    (iv)  redeem or purchase or otherwise acquire for
          consideration any shares of Series B Preferred Stock, or any shares of
          stock ranking on a parity with the Series B Preferred Stock, except in
          accordance with a purchase offer made in writing or by publication (as
          determined by the Board of Directors) to all holders of such shares
          upon such terms as the Board of Directors, after consideration of the
          respective annual dividend rates and other relative rights and
          preferences of the respective series and classes, shall determine in
          good faith will result in fair and equitable treatment among the
          respective series or classes.

                (B) The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the Corporation could, under paragraph
     (A) of this Section 4, purchase or otherwise acquire such shares at such
     time and in such manner.

     Section 5. Reacquired Shares.  Any shares of Series B Preferred Stock
                -----------------
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

     Section 6. Liquidation, Dissolution or Winding Up.  (A) Upon any
                --------------------------------------
liquidation, dissolution or winding up of the Corporation, voluntary or
otherwise no distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series B Preferred Stock unless, prior thereto, the holders
of shares of Series B Preferred Stock shall have received an amount per share
(the "Series A Liquidation Preference") equal to $100 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares of
Series B Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount to be distributed per share to holders of shares
of Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series B Preferred Stock, except distributions made ratably on the Series B
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision, combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than

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by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount to
which holders of shares of Series B Preferred Stock were entitled immediately
prior to such event under the proviso in clause (1) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
are outstanding immediately prior to such event.

                (B) In the event, however, that there are not sufficient assets
     available to permit payment in full of the Series A Liquidation Preference
     and the liquidation preferences of all other classes and series of stock of
     the Corporation, if any, that rank on a parity with the Series B Preferred
     Stock in respect thereof, then the assets available for such distribution
     shall be distributed ratably to the holders of the Series B Preferred Stock
     and the holders of such parity shares in proportion to their respective
     liquidation preferences.

                (C) Neither the merger or consolidation of the Corporation into
     or with another corporation nor the merger or consolidation of any other
     corporation into or with the Corporation shall be deemed to be a
     liquidation, dissolution or winding up of the Corporation within the
     meaning of this Section 6.

     Section 7. Consolidation, Merger, etc.  In case the Corporation shall enter
                ---------------------------
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series B Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series B Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     Section 8. No Redemption.  The shares of Series B Preferred Stock shall not
                -------------
be redeemable by the Company.

     Section 9. Rank.  The Series B Preferred Stock shall rank, with respect to
                ----
the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, junior to all series of any other class of the
Corporation's Preferred Stock, except to the extent that any such other series
specifically provides that it shall rank on a parity with or junior to the
Series B Preferred Stock.

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     Section 10.  Amendment.  At any time any shares of Series B Preferred Stock
                  ---------
are outstanding, the Certificate of Incorporation of the Corporation shall not
be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series B Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of at least two-
thirds of the outstanding shares of Series B Preferred Stock, voting separately
as a single class.

     Section 11.  Fractional Shares.  Series B Preferred Stock may be issued in
                  -----------------
fractions of a share that shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series B Preferred Stock.

     IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf
of the Corporation by its Secretary this 16th day of January, 2001.

                              /s/ Alan C. Mendelson
                              ----------------------------------
                              Alan C. Mendelson, Secretary

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