<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
AMENDMENT NO.1*
TiVo Inc.
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(Name of Issuer)
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class of Securities)
888706108
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(CUSIP Number)
June 9, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sony Corporation of America, Inc. IRS No.: 13-1914734
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,646,814*
OWNED BY
----------------------------------------------------------------
EACH
(7) SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
WITH
2,646,814*
----------------------------------------------------------------
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,646,814*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ___
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
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(12) TYPE OF REPORTING PERSON
CO
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__________________________
/*/Sony Corporation of America, Inc. ("Sony") has the right, subject to certain
conditions, to purchase 20,000 shares upon the exercise of options (the
"Options") granted to Howard Stringer pursuant to the TiVo 1999 Non-Employee
Director's Stock Option Plan. Mr. Stringer holds the Options merely as nominee
for Sony, pursuant to the Nominee Agreement, entered into as of September 10,
1999, by and between Mr. Stringer and Sony. Options to purchase 7,083 shares are
currently vested.
On June 9, 2000, Sony entered into a Voting Agreement (the "Agreement") with
America Online, Inc. ("AOL") and certain stockholders of TiVo Inc. ("TiVo")
pursuant to which Sony agreed to vote its shares in favor of (i) certain
amendments to the certificate of incorporation of TiVo and (ii) the approval of
the issuance by TiVo of certain shares and warrants to AOL. The Agreement
terminates upon the earlier of (a) the date on which stockholder approval is
received for the transactions, (b) the termination of the related transaction
documents pursuant to the terms thereof, or (c) December 31, 2000.
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Page 3 of 8 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sony Corporation
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,646,814*
OWNED BY
----------------------------------------------------------------
EACH
(7) SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ----------------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
WITH
2,646,814*
----------------------------------------------------------------
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,646,814*
--------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ____
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Item 1(a). Name of Issuer:
TiVo Inc.
__________________________
/*/Sony Corporation of America, Inc. ("Sony") has the right, subject to certain
conditions, to purchase 20,000 shares upon the exercise of options (the
"Options") granted to Howard Stringer pursuant to the TiVo 1999 Non-Employee
Director's Stock Option Plan. Mr. Stringer holds the Options merely as nominee
for Sony, pursuant to the Nominee Agreement, entered into as of September 10,
1999, by and between Mr. Stringer and Sony. Options to purchase 7,083 shares are
currently vested.
On June 9, 2000, Sony entered into a Voting Agreement (the "Agreement") with
America Online, Inc. ("AOL") and certain stockholders of TiVo Inc. ("TiVo")
pursuant to which Sony agreed to vote its shares in favor of (i) certain
amendments to the certificate of incorporation of TiVo and (ii) the approval of
the issuance by TiVo of certain shares and warrants to AOL. The Agreement
terminates upon the earlier of (a) the date on which stockholder approval is
received for the transactions, (b) the termination of the related transaction
documents pursuant to the terms thereof, or (c) December 31, 2000.
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Page 4 of 8 Pages
Item 1(b). Address of Issuer's Principal Executive Offices:
894 Ross Drive
Suite 100
Sunnyvale, CA 94089
Item 2(a). Name of Person Filing:
This statement is being filed by Sony Corporation of
America, Inc., a New York corporation ("SCA"), and
Sony Corporation, a Japanese corporation ("Sony" and,
together with SCA, the "Reporting Persons"). Pursuant
to Rule 13d-1(k) under the Securities Exchange Act of
1934 (the "Exchange Act"), the Reporting Persons have
agreed to file jointly one statement with respect to
their ownership of TiVo Inc. Common Stock, and this
joint statement of the Reporting Persons is
hereinafter referred to as the "Statement".
Item 2(b). Address of Principal Business Office:
SCA, the United States headquarters of, and a wholly
owned subsidiary of, Sony, has its principal
executive offices at 550 Madison Avenue, New York,
New York 10022.
Sony has its principal executive offices at 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001 Japan.
Item 2(c). Citizenship:
SCA is a New York corporation. Sony is a
Japanese corporation.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
888706108
Item 3. If this Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a)[_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b)[_] Bank as defined in Section 3(a)(6)of the Exchange Act.
(c)[_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d)[_] Investment company registered under Section 8 of the Investment
Company Act.
(e)[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)[_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g)[_] A parent holding company or person in with Rule 13d-
1(b)(1)(ii)(G);
(h)[_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i)[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of Investment Company
Act;
(j)[_] Group, in accordance with Rule 13d- 1(b)(1)(ii)(J).
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Page 5 of 8 Pages
Item 4. Ownership.
(a) AMOUNT BENEFICIALLY OWNED:
2,646,814*
(b) PERCENT OF CLASS:
7.4%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,646,814*
(iii) Sole power to dispose or to direct the disposition
of
0
(iv) Shared power to dispose or to direct the
disposition of:
2,646,814*
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. [ ]
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification And Classification of The
Subsidiary Which Acquired The Security Being
Reported on by The Parent Holding Company.
This Statement is being filed to disclose the
acquisition of beneficial ownership of 2,646,814 shares
by Sony Corporation of America, Inc., a wholly owned
subsidiary of Sony Corporation.
Item 8. Identification And Classification of Members of
The Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
________________________
/*/Sony Corporation of America, Inc. has the right, subject to certain
conditions, to purchase 20,000 shares upon the exercise of the Options. Options
to purchase 7,083 shares are currently vested.
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Page 6 of 8 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
June 19, 2000
----------------------------------------
Date
SONY CORPORATION OF AMERICA, INC.
By: /s/ Kenneth Nees
____________________________________
Name:
Title:
SONY CORPORATION
By: /s/ Teruhisa ToKunaka
___________________________________
Name:
Title:
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Page 7 of 8 Pages
INDEX TO EXHIBITS
Exhibit Number Description
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1 Joint Filing Agreement
Dated October ___, 1999, by and
between Sony Corporation of
America, Inc. and Sony
Corporation.
