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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report; November 5, 1997
TTR INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22055 11-3223672
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1841 Broadway, New York, NY 10023
(Address of Principal Executive Offices)
212-333-3355
(Registrant's Telephone Number, including Area Code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
TTR Technologies Ltd., an Israeli company ("TTR-Israel") and wholly-owned
subsidiary of TTR Inc., a Delaware corporation ("TTR" or the "Company"), and
Doug Carson & Associates Inc., an Oklahoma corporation ("DCA") and a leading
supplier of mastering interface systems used by CD-ROM and DVD replicators
to mass produce CD ROMs and DVDs, entered into a Development and OEM Licensing
Agreement (the "License") providing for, inter-alia, the incorporation of the
Company's DiscGuard technology into DCA's mastering interface system.
Under the terms of the License, DCA has been accorded an exclusive,
non-transferable license to merge the DiscGuard technology into DCA's mastering
interface system or its signal processing systems to create pre-recorded master
discs to be used to mass-produce DiscGuard treated CD-ROM and DVD discs
(hereinafter, the "DCA Enhanced MIS"). Upon the development of the DCA Enhanced
MIS to TTR's satisfaction, TTR and DCA will install the DCA Enhanced MIS onto
one of the mastering machines of Nimbus CD International Inc., a Delaware
corporation, a leading CD ROM replicator ("Nimbus"), to produce a first-run of
sample DiscGuard treated CD ROMs (hereinafter, the "First-Run"). The
installation of the DCA Enhanced MIS and the production of the First Run are to
be performed in accordance with a written agreement to be entered into by TTR,
DCA and Nimbus, which agreement is in the process of being completed.
Subject to the Completion of the First-Run to TTR's satisfaction, DCA has
been granted an exclusive, non-transferable, royalty-free world-wide license to
merge the DiscGuard Technology into DCA's products to produce DCA Enhanced MIS,
and to market and distribute, directly and indirectly, the DCA Enhanced MIS
(hereinafter, the "Exclusive License"). The Exclusive License continues through
December 31, 1998, provided, that, if by such date DCA shall have sold or
upgraded 100 units of its mastering interface units into which DiscGuard can be
readily integrated to become a DCA Enhanced MIS, then the Exclusive License
shall be extended through December 31, 1999. Otherwise, the exclusivity
provision terminates. If the above minimum sale or upgrade criteria are met,
then by September 31, 1999 DCA and TTR are to confer for purposes of
establishing mutually acceptable minimum unit sales or upgrade requirements
for purposes of renewing the exclusivity provisions.
Management believes that the successful integration of the DiscGuard
technology into the DCA Enhanced MIS and the successful completion of the First
Run will serve to expose the Company's DiscGuard technology to CD ROM and DVD
replicators and publishers worldwide, thereby establishing the infrastructure
necessary for software publishers to integrate the Company's technology into
their software products and offerings. No assurance can, of-course, be given as
to the successful integration of the DiscGuard technology into DCA's mastering
interface systems or the successful marketing or distribution of the DiscGuard
Enhanced MIS.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 5, 1997 TTR INC.
By: /s/ Marc D. Tokayer
Marc D. Tokayer
President
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Exhibit Index
Exhibit No. Description
Exhibit No. 99.1 Press Release, Dated November 4, 1997
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Press Release, Dated November 4, 1997
Doug Carson & Associates and TTR Technologies Sign an Agreement For DCA to
License TTR's DiscGuard CD/DVD Anti Piracy Technology
FOR IMMEDIATE RELEASE
KFAR SABA, Israel; CUSHING, OK, USA--November 4, 1997 -- TTR Technologies Ltd.,
a wholly owned subsidiary of TTR, Inc. (OTC EBB: TTRE) and Doug Carson &
Associates, Inc. (DCA), jointly announced a licensing agreement to incorporate
TTR's DiscGuard technology for optical media authenticity verification in DCA's
Mastering Interface System (MIS).
DiscGuard is a proprietary technology that enables software and electronic
content publishers using optical media (e.g. CD-ROM, CD-R, DVD-ROM, DVD-R) to
protect their intellectual property against illegal replication and use.
DiscGuard enhanced MIS places an indelible "fingerprint" on the optical media at
the time of manufacture. The DiscGuard "fingerprint" can be read by CD/DVD
readers but cannot be duplicated by CD-R/DVD-R recorders or by remastering,
making it a highly effective weapon in the battle against the illegal
replication of software, music, motion pictures, video and other content
distributed on optical media.
This agreement follows and is in line with a Memorandum Of Understanding (MOU)
signed between the parties in March of this year. Since signing the MOU, DCA and
TTR have been working jointly to productize the technology, integrate it into
DCA's MIS V6 machines and test it at a mastering and replication facility.
According to the terms of the agreement, DCA holds an exclusive worldwide
license to bundle DiscGuard into its MIS V6 machines. MIS is currently operating
in 75% of the world's mastering machines. The software components necessary to
implement DiscGuard, will be licensed under separate agreements between TTR,
replicators and software publishers and content providers.
Said Doug Carson, CEO of DCA, "To be effective, copy protection technology must
stay ahead of pirates' capabilities. TTR has done an excellent job of
understanding the entire problem of piracy as well as optical disc technology in
order to create the DiscGuard solution. I am very pleased that TTR has chosen
DCA to implement DiscGuard and to make DiscGuard available to our mastering
customers world-wide."
Mr. Arik Shavit CEO of TTR Technologies said, "We are very pleased to finalize
and sign this agreement with DCA. TTR's agreement with DCA is a major step
towards
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the achievement of TTR's strategy to establish DiscGuard as a worldwide
standard in the battle against digital piracy. This agreement significantly
demonstrates recognition and confirmation of the viability of the DiscGuard
technology by the world's leading provider of signal processing systems." Mr.
Shavit added, "Software developers, publishers and movie producers will be able
to protect their products' content, release more titles and create the critical
mass needed for the DVD industry to take off."
DCA is the world's leading supplier of signal processing systems for optical
media mastering machines, the key component in the production of CD/DVD optical
disc glass masters. The DiscGuard option will be available before year-end on
DCA's Mastering Interface System (MIS) V6. DCA has fully staffed sales and
support offices in the US, Europe and Japan as well as distributors in the rest
of Asia.
TTR Technologies Ltd., an Israeli high-tech company wholly owned by US based
TTR, Inc. (OTC EBB: TTRE), is primarily engaged in the development and marketing
of a family of proprietary products that are designed to protect intellectual
property rights and prevent the unauthorized reproduction and use of electronic
content and optical media. In addition to DiscGuard, TTR markets DiscAudit, for
protecting audio Compact Discs against illegal replication. DiscAudit utilizes
DiscGuard technology to place a non-copyable "fingerprint" on the audio disc
providing the means to distinguish between authentic and illegally replicated
audio CDs.
Contacts:
Bob Olson, VP Sales and Marketing -
Doug Carson & Associates, Inc.
(918) 225-0346, Fax: (918) 225-1113
Arik Shavit, CEO & General Manager -
TTR Technologies Ltd.
+972-9-766-2393, Fax: +972-9-766-2394
Robert Friedman, CFO - TTR, Inc.
(212) 333-3355, Fax: (212) 333-7891
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