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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: April 30, 2002
(Date of earliest event reported)
TIVO INC.
(exact name of registrant as specified in its charter)
Delaware Commission File:
(State or other jurisdiction 000-27141 77-0463167
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of incorporation or (I.R.S. Employer
organization) Identification No.)
2160 Gold Street
P.O. Box 2160
Alviso, California 95002
(Address of Principal executive offices, including zip code)
(408) 519-9100
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Agreements with America Online
On April 30, 2002, we entered into a development and distribution agreement
with America Online, Inc. ("AOL"). Under the terms of the agreement, AOL has
agreed to pay us a technology development fee to develop the AOL service as a
premium application on our recently announced Series2 digital video recording
technology platform. AOL has already made an up front payment of $4 million
under this agreement. AOL will also pay us a revenue share on subscription
revenues received from users of AOL on the TiVo platform and has agreed to
reimburse us for certain operating costs related to the AOL application. Under
the agreement, AOL additionally has the option to purchase a non-exclusive
license of our digital video recording technology. In connection with its
exercise of this option, AOL would be required to pay us an upfront fee,
per-unit royalties and other fees. Under the agreement, AOL has also agreed to
fund certain research and development at TiVo. This new agreement supersedes,
replaces and terminates the Product Integration and Marketing Agreement, dated
June 9, 2000. The term of the development and distribution agreement is four
years.
Under the terms of the Investment Agreement between AOL and TiVo, dated
June 9, 2000, as amended, AOL and TiVo set aside $48 million of AOL's $200
million investment to subsidize the production of a jointly developed
specialized AOL-TiVo set-top box. AOL has adopted TiVo's existing Series2
platform for the deployment of the AOL application, thereby eliminating the need
for funds to subsidize a specialized AOL-TiVo set-top box. Therefore, per the
terms of our existing agreements, TiVo and AOL have released $48 million of the
restricted funds to AOL for the repurchase of 1.6 million shares of Series A
redeemable convertible preferred stock. AOL holds a remaining 1,111,861 shares
of Series A convertible preferred shares. TiVo and AOL also released to TiVo the
interest earned on the restricted funds, which totals approximately $4 million.
Additionally, the escrow account has been terminated and all the associated
rights, including the AOL net cash position test, are no longer in force.
Because we have not included the restricted cash in our calculations of
working capital available for operations, we do not expect the preferred stock
repurchase to have a material affect on our business operations or financial
condition.
AOL has waived the dividends associated with its Series A convertible
preferred shares, effective April 1, 2002. AOL has also agreed to convert its
remaining Series A convertible preferred shares into 1,111,861 shares of common
stock on September 13, 2002. AOL has agreed to additional restrictions on the
sale of its TiVo securities. The new agreement, together with the Stockholders
and Registration Rights Agreement dated June 9, 2000, currently subject AOL to
the following restrictions: AOL must give TiVo a right of first offer on any
sale of TiVo securities; AOL has limited registration rights; while AOL remains
an affiliate of TiVo, it is subject to SEC volume restrictions on the sale of
its unregistered stock; and once AOL is no longer an affiliate of TiVo, it will
be subject to limitations on the transfer of large blocks of common shares sold
other than pursuant to its registration rights.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including
those pertaining to our future financial performance and business model. You can
identify forward-looking statements by use of forward-looking terminology such
as "believes," "anticipates," "expects," "plans," "may," "will," "intends" or
the negative of these words and phrases or similar words or phrases. You can
also identify forward-looking statements by discussions of strategy, plans or
intentions. Such forward-looking statements have known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. Actual
results could differ materially from those set forth in such forward-looking
statements. Factors that may cause actual results to differ materially include
delays in development, competitive service offerings and lack of market
acceptance, as well as the "Factors That May Affect Future Operating Results"
and other risks detailed in our Annual Report on Form 10-K for the period ended
January 31, 2002, filed with the Securities and Exchange Commission. We caution
you not to place undue reliance on forward-looking statements, which reflect an
analysis only and speak only as of the date of this Current Report.
SIGNATURES
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.
TIVO INC.
Date: April 30, 2002 By: /s/ David H. Courtney
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David H. Courtney
Chief Financial Officer and Executive
Vice President, Worldwide Operations
and Administration
(Principal Financial and Accounting
Officer)