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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: December 1, 1997
TTR INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-22055 11-3223672
(State or Other Jurisdication (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
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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'), Doug
Carson & Associates Inc., an Oklahoma corporation ('DCA') and a leading supplier
of signal processors used by CD-ROM and DVD replicators in the production
process of CD ROMs and DVDs, and Nimbus CD International Inc., a Delaware
corporation, a leading CD ROM replicator ('Nimbus'), entered into a Development
and OEM Licensing Agreement (the 'License') providing for, inter-alia, the
incorporation of the Company's DiscGuard technology into Nimbus' replicating
machines to produce a first-run of sample DiscGuard treated CD ROMs
(hereinafter, the 'First-Run').
Recently, in November of 1997, DCA was accorded an exclusive royalty free
license to incorporate the DiscGuard technology into DCA's mastering interface
system or its signal processing systems used to create pre-recorded master discs
which are used to mass-produce DiscGuard treated CD-ROM and DVD discs
(hereinafter, the 'DiscGuard Enhanced MIS') and to market and distribute units
of such DiscGuard Enhanced MIS. The DCA license is to commence upon the
successful completion of the First-Run and the exclusivity provisions terminate
if certain pre-defined minimum sales or upgrade criteria are not satisfied. Upon
the development of the DiscGuard Enhanced MIS to TTR's satisfaction, TTR
and DCA are to install the DiscGuard Enhanced MIS onto one of Nimbus' mastering
machines to produce, initially, the First-Run, pursuant to a royalty-free
license by DCA to Nimbus to use the DiscGuard Enhanced MIS for such purpose.
Following successful completion of the First-Run, DCA and Nimbus are to
negotiate the terms of a lease or purchase by Nimbus of the DiscGuard Enhanced
MIS so as to allow Nimbus to mass produce DiscGuard treated CD ROM and DVD discs
for use by software publishers. The successful negotiation and completion of a
lease or purchase respecting the DiscGuard Enhanced MIS is necessary to Nimbus'
use of the License. No assurance can, however, be given as to sucessful
completion of such license or purchase.
Subject to the successful completion of the First-Run and the lease or
purchase by Nimbus of the DiscGuard Enhanced MIS, Nimbus has been granted an
exclusive non-transferable world-wide license, for a period of six (6) months
from the date of the successful First-Run, to mass-produce DiscGuard treated CD
ROM and DVD discs. Following such six month period, the exclusivity provision
shall end and the License shall continue in full force and effect on a
non-exclusive basis. TTR is entitled to fees equal to a percentage of the
premium charged by Nimbus for DiscGuard treated discs. Additionally, TTR is
entitled to receive a fee respecting each DiscGuard System protected title
distributed by Nimbus.
TTR anticipates that each replicator (other than Nimbus) to whom will be
accorded a license to use the DiscGuard technology will need to enter into a
separate license or purchase (or other arrangement) respecting the DiscGuard
Enhanced MIS. Additionally, each replicator will need to lease from TTR, by way
of a separate
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agreement, the component of the DiscGuard technology (Enabling Software) which
enables the DCA Enhanced MIS to actually produce the DiscGuard treated discs.
Management believes that the successful integration of the DiscGuard
technology into Nimbus' replicating machines and the successful completion of
the First Run will serve to expose the Company's DiscGuard technology to CD ROM
and DVD replicators and software and compact disc content 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 Nimbus replicating machines or the successful
completion of the First-Run.
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: December 1, 1997 TTR INC.
By: /s/ Marc D. Tokayer
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Marc D. Tokayer
President
