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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
TTR TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87305 U102
(CUSIP Number of Class of Securities)
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Macrovision Corporation
1341 Orleans Drive
Sunnyvale, California 94098
(408) 743-8600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
David Herbst, Esq.
Manatt, Phelps & Phillips, LLP
3030 Hansen Way, Suite 100
Palo Alto, CA 94304-1006
(605) 812-1300
January 10, 2000
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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CUSIP No. 87305 U102 13D Page 2 of 8
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Macrovision Corporation
77-0156161
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES : (7) SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH : 1,880,937
: (8) SHARED VOTING POWER
: 0
: (9) SOLE DISPOSITIVE POWER
: 1,880,937
: (10) SHARED DISPOSITIVE POWER
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,880,937
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.78%
(14) TYPE OF REPORTING PERSON
CO
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CUSIP No. 87305 U102 13D Page 3 of 8
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the common
stock, par value $0.001 per share (the "Shares" or the "Issuer Common Stock"),
of TTR Technologies, Inc., a Delaware corporation (the "Issuer"). The principal
executive office of the Issuer is located at 1841 Broadway, New York, NY 10023.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is filed by Macrovision Corporation, a Delaware
corporation (the "Reporting Person"). The address of the principal business and
principal office of the Reporting Person is 1341 Orleans Drive, Sunnyvale,
California 94098. The Reporting Person is the leading provider of copyright
protection technologies for major Hollywood movie studios, independent video
producers, PC games and educational software publishers, digital set-top box
manufacturers and digital pay-per-view network operators.
To the best of the Reporting Person's knowledge as of the date hereof, the
name, business address, present principal occupation or employment and
citizenship of each executive officer and director of the Reporting Person, and
the name, principal business and address of any corporation or other
organization in which such employment is conducted is set forth in Schedule I
hereto. The information contained in Schedule I is incorporated herein by
reference.
(d)-(e) During the last five years, neither the Reporting Person nor, to
the best knowledge of the Reporting Person, any of the executive officers or
directors of the Reporting Person, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(f) The Reporting Person is a Delaware corporation.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person entered into a Stock Purchase Agreement dated as of January
10, 2000, by and between the Reporting Person and the Issuer (the "Agreement"),
providing for the investment by the Reporting Person of $4.0 million to acquire
1,880,937 Shares of the Issuer. The Reporting Person used working capital to
make the investment. The Reporting Person periodically makes strategic
investments in companies with complementary or compatible technologies or
products, such as the Issuer. The Reporting Person and the Issuer are developing
and marketing a copy protection product designed to inhibit casual copying of
music CDs using dual-deck CD recorder systems and personal computer based CD
recordable drives pursuant to an Alliance Agreement dated November 24, 1999,
under which the Reporting Person, subject to certain conditions, has the
exclusive right to commercialize and market such technology for a period of
time. The Alliance Agreement also entitles Issuer to receive thirty percent
(30%) of the net revenues collected by Reporting Person or its affiliates from
any products or components incorporating the proposed music protection
technology. Under certain conditions, Issuer's share of the net revenues may be
readjusted to twenty-five percent (25%) of net revenues. In addition, Issuer
agreed to reimburse Reporting Person for up to $1 million of its costs incurred
in
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CUSIP No. 87305 U102 13D Page 4 of 8
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the twelve months ending December 31, 2000 in co-developing and commercially
launching MusicGuard.
Item 4. Purpose of the Transaction.
(a)-(j) The information set forth in Item 3 is hereby incorporated herein
by reference.
Except as set forth above, the Reporting Person does not have any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) Any material changes in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The number of Shares covered is 1,880,937, which constitutes,
based on the number of Shares outstanding on March 1, 2000, as represented by
the Issuer in its annual report on Form 10-K for the year ended December 31,
1999, approximately 11.78% of Issuer Common Stock.
(c) Other than as set forth in this Item 5(a)-(b), to the best of the
Reporting Person's knowledge as of the date hereof (i) neither the Reporting
Person nor any subsidiary or affiliate of the Reporting Person nor any of the
Reporting Person's executive officers or directors,
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CUSIP No. 87305 U102 13D Page 5 of 8
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beneficially owns any shares of Issuer Common Stock, and (ii) there have been no
transactions in the shares of Issuer Common Stock effected during the past 60
days by the Reporting Person, nor to the best of the Reporting Person's
knowledge, by any subsidiary or affiliate of the Reporting Person or any of the
Reporting Person's executive officers or directors.
(d) No other person is known by the Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Issuer Common Stock held by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated herein by reference. A copy of the Agreement is
included as Exhibit 1 to this Schedule 13D. To the best of the Reporting
Person's knowledge, except as described in this Schedule 13D, there are at
present no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 above and between any such persons
and any person with respect to any securities to the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1 Stock Purchase Agreement dated as of January 10, 2000 by
and between TTR Technologies, Inc. and Macrovision
Corporation (without exhibits).
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CUSIP No. 87305 U102 13D Page 6 of 8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that this statement is true, complete and correct.
MACROVISION CORPORATION
By: /s/ Ian Halifax
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Name: Ian Halifax
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Title: Chief Financial
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Officer
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Dated: June 21, 2000
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF MACROVISION CORPORATION
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of the
Reporting Person. Except as indicated below, each such person is a U.S. citizen,
and the business address of each such person is 1341 Orleans Drive, Sunnyvale,
California 94089.
BOARD OF DIRECTORS
NAME POSITION
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John O. Ryan Chairman of the Board of Directors, Chief
Executive Officer and Secretary
William A. Krepick President, Chief Operating Officer and Director
Richard S. Matuszak Vice President-Business Development
Donna S. Birks Director; Executive Vice President and Chief
Financial Officer of Adaptive Broadband
Corporation*
William N. Stirlen Director; Consultant to technology companies
Thomas Wertheimer Director; Consultant to Universal Studios
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
TITLE AND PRESENT
NAME PRINCIPAL OCCUPATION
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Ian R. Halifax Vice President-Finance and Administration and
Chief Financial Officer
Mark S. Belinsky Senior Vice President-New Business Development
Brian R. Dunn Senior Vice President-Computer Software Copy
Protection
Carol Flaherty Vice President-Video Copy Protection
Patrice J. Capitant Vice President-Engineering
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* The address of Adaptive Broadband Corporation is 1143 Borregas Avenue,
Sunnyvale, California 94089. Adaptive Broadband Corporation is a supplier of
terrestrial wireless and satellite-based systems to support data communications,
broadcast digital TV and telemetry networks. Adaptive Broadband Corporation also
provides products for satellite-based and terrestrial wireless ultra-high speed
Internet access, transport and worldwide Internet backbones.
1
