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 7, 1999
TTR TECHNOLOGIES, 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
(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, Inc. (hereinafter, the "Company") and Macrovision
Corporation ("Macrovision") signed an agreement to jointly develop and market
music copy protection technology for optical based media (the "Agreement").
Under the terms of the Agreement, the Company is primarily responsible for the
completion of the development of a product suitable for commercial launch and
Macrovision is responsible for performing all sales, marketing, installation and
replicator liaison activities, as well as furnishing first level technical
support. In connection with the joint development endeavor, the Company granted
to Macrovision, for the duration of the Agreement, an exclusive world-wide,
royalty-bearing license to use the Company's proprietary MusicGuard(TM)
technology, and all associated rights. The duration of the Agreement extends
through December 31, 2009.
Pursuant to the Agreement, the Company is entitled to thirty percent
(30%) of the net revenues received by Macrovision from customers, distributors,
OEM partners or other sublicenses of the jointly developed technology. Under
certain conditions, the Company's share of net revenues may be adjusted to
twenty five percent (25%) thereof. If by the second anniversary of commercial
launch Macrovision has not paid to the Company at least $2 million in royalties
under certain conditions, then the exclusive license relating to MusicGuard(TM)
reverts to a non-exclusive license as of the second anniversary of the
commercial launch. Commercial launch is deemed to occur when a certain
pre-designated number of protected Music CDs are manufactured, with a certain
specified number being manufactured by at least one of certain designated major
commercial music labels (hereinafter, the "Commercial Launch"). If certain
conditions relating to the timing of the Commercial Launch transpire, the
Company will be entitled to minimum annual guaranteed royalty advances,
recoupable against royalties actually earned by the Company, commencing on the
first anniversary of the Commercial Launch and continuing through the ninth year
thereafter, aggregating $25 million over the course of the Agreement.
Under the Agreement, Macrovision is to, subject to the satisfaction
of certain conditions, make a $4 million equity investment in the Company, based
on a post-money valuation of $35 million (on a fully diluted basis). If such
equity investment is in fact made, then up to $1 million of the proceeds thereof
are to be remitted to Macrovision in reimbursement of development expenses and
outlays actually incurred by it during the year 2000. In addition, upon the
completion of such investment by Macrovision, if any, Macrovision will receive
an exclusive license to the Company's proprietary DiscGuard(TM) technology. If,
however, Macrovision makes no investment by January 31, 2000, then the
Agreement, and the rights thereunder, are terminable at the option of either
party.
The parties agreed to prepare and sign by January 15, 1999 long-form
agreements incorporating the principal terms contained in the Agreement.
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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: December 7, 1999 TTR TECHNOLOGIES, INC.
By: /s/ Marc D. Tokayer
Marc D. Tokayer
President & Chairman of the Board
