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: January 20, 2000
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") announced that
Macrovision Corporation ("Macrovision") concluded a $4 million equity investment
in the Company, based on a post-money valuation of $35 million on a fully
diluted basis (the "Investment"). The Investment by Macrovision was made in
conjunction with the execution by Macrovision and the Company of an agreement to
jointly develop and market music copy protection technology for optical based
media (the "Development Agreement"). The Company undertook to file a
registration statement for the Company's Common Stock issued to Macrovision in
connection with the Investment. In connection with the Investment, Macrovision
was granted first refusal rights with respect to the issuance of any securities
exchangeable or convertible into a majority of the outstanding Common Stock of
the Company and, under certain conditions, pre-emptive rights respecting the
issuance of any securities in non-public financings.
Macrovision was also granted an exclusive right of first refusal during
the term of the Development Agreement, which continues through December 31,
2009, to any music protection technology that the Company develops which is not
included in the license to Macrovision and any internet digital rights
management technologies developed by the Company which are applicable to music,
music video, video, software or data publishing products or markets.
ITEM 7. EXHIBITS
Press Release dated January 20, 2000
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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: January 20, 2000 TTR TECHNOLOGIES, INC.
By: /s/ Marc D. Tokayer
Marc D. Tokayer
President & Chairman of the Board
Exhibit Attached
Press Release Dated January 20, 2000
FOR IMMEDIATE RELEASE
Macrovision Takes 11.4% Equity Stake in TTR
NEW YORK, January 18, 2000 - TTR Technologies, Inc. (OTC EBB: TTRE) announced
today that Macrovision Corporation (NASDAQ: MVSN) took an 11.4% equity stake in
the company for $4 million. This transaction is the culmination of a strategic
alliance agreement between the two companies entered into in November of last
year. According to that agreement, Macrovision and TTR will work to jointly
develop and market a copy protection product designed to thwart the illegal
copying of compact discs using dual-deck CD recorder systems and personal
computer based CD-R drives. The new product will be based upon TTR's
MusicGuardTM technology and upon related Macrovision technology.
Mr. Marc Tokayer, Chairman and CEO of TTR said, "Macrovision's investment is a
vote of confidence in TTR and its technologies. We are happy to have Macrovision
as a shareholder."
"We look forward to working closely with TTR on this project. Macrovision-TTR is
a formidable team in advancing copy protection technologies." added John Ryan,
Chairman and CEO of Macrovision.
The Recording Industry Association of America (RIAA) estimates the industry's
annual loss caused by piracy to be about $5 billion. The TTR-Macrovision
technology is designed to inhibit two of the major causes of these losses, CD-R
copying which has recently become widely available and dual deck copying. This
technology is the first announced which offers a potential solution to CD piracy
while completely transparent to the consumer.
About TTR
TTR Technologies, Inc., a leader in digital anti-piracy technology, designs,
develops, markets, and sells proprietary anti-piracy products. The company has
developed and commercialized products for the software and entertainment
industry and is in the midst of broadening its product range through in-house
development and joint ventures.
About Macrovision
Macrovision Corporation develops and markets content copy protection and right
management technologies and products to prevent the illicit duplication,
reception or use of video and audio programs and computer software. The Company
provides its products and services primarily to the consumer multimedia and
business software publishers, home video, pay-per-view, cable, satellite and
video security markets. Macrovision has its headquarters in Sunnyvale, with
subsidiaries in London and Tokyo.
Safe Harbor statement under the Private Securities Litigation Reform Act
of 1995: Any statements released by TTR Technologies, Inc., that are
forward looking are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned
that forward-looking statements involve risks and uncertainties which may
affect the Company's business and prospects, including economic,
competitive, government, technological and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
COMPANY
CONTACTS: Emanuel Kronitz
TTR Technologies, Inc.
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+972 9 766-2393
[email protected]
http://www.ttrtech.com
Mark Belinsky
Macrovision Corporation
+1-408-743-8600
[email protected]
http://www.macrovision.com
