As Filed with the Securities and Exchange Commission on September 17, 2001
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TIVO INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0463167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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2160 Gold Street
P.O. Box 2160
Alviso, California 95002
(Address of Principal Executive Offices including Zip Code)
TIVO INC. 1999 EQUITY INCENTIVE PLAN
TIVO INC. 1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
TIVO INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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Michael Ramsay Copy to:
President and Chief Alan C. Mendelson, Esq.
Executive Officer Latham & Watkins
TiVo Inc. 135 Commonwealth Drive
2160 Gold Street, P.O. Box 2160 Menlo Park, California 94025
Alviso, California 95002 (650) 328-4600
(408) 519-9100
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Amount of Proposed Proposed Amount of
Title of Securities to be Registered Shares to be Maximum Maximum Registration
Registered Offering Price Aggregate Offering Fee
(1) Per Share Price
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Common Stock, $0.001 par value per share,
issuable under the TiVo Inc. 1999 Equity
Incentive Plan................................. 12,000,000 (2) $114,978,560.60 $28,744.64
(3)
-------------------------------------------------- ------------- ----------------- -------------------- --------------
Common Stock, $0.001 par value per share,
issuable under the TiVo Inc. 1999
Non-Employee Directors' Stock Option Plan...... 300,000 $3.68(4) $1,104,000.00(5) $276.00
-------------------------------------------------- ------------- ----------------- -------------------- --------------
Common Stock, $0.001 par value per share,
issuable under the TiVo Inc. 1999 Employee
Stock Purchase Plan............................ 700,000 $3.68(6) $2,576,000 $644.00
-------------------------------------------------- ------------- ----------------- -------------------- --------------
Total.......................................... 13,000,000 --- $118,658,560.60 $29,664.64
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(1) This registration statement shall also cover any additional shares of common
stock which become issuable under the TiVo Inc. 1999 Equity Incentive Plan,
the TiVo Inc. 1999 Non-Employee Directors' Stock Option Plan, and the TiVo
Inc. 1999 Employee Stock Purchase Plan (the "Plans"), by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of outstanding shares of the Registrant's Common Stock.
(2) Estimated for the purpose of calculating the registration fee (i) pursuant
to Rule 457(h) on the basis of a weighted average exercise price per share
for 8,321,805 shares subject to options previously granted at $12.19 per
share and (ii) pursuant to Rule 457(c) for the remaining 3,678,195 shares
available for future grants based on the average high and low prices for the
Registrant's common stock $3.68 as reported on the Nasdaq National Market on
September 17, 2001.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) for the 300,000 shares registered hereunder (the
average ($3.68) of the high ($4.30) and low ($3.05) prices for the
Registrant's Common Stock reported by the Nasdaq National Market on
September 17, 2001).
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
(6) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) for the 700,000 shares registered hereunder (the
average ($3.68) of the high ($4.30) and low ($3.05) prices for the
Registrant's Common Stock reported by the Nasdaq National Market on
September 17, 2001).
(7) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
Proposed sales to take place as soon after the effective date of the
Registration Statement as options granted under the Plans are exercised.
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REGISTRATION OF ADDITIONAL SECURITIES
TiVo Inc. (the "Registrant") filed with the Securities and Exchange
Commission the following Registration Statement on Form S-8 relating to shares
of the Registrant's common stock, par value $0.001 per share (the "Common
Stock"), to be offered and sold under the Plans, and the contents of such prior
Registration Statement are incorporated by reference in this Registration
Statement: Registration Statement on Form S-8 filed January 13, 2000 (File No.
333-94629). The Registrant is hereby registering an additional (i) 12,000,000
shares of Common Stock issuable under the Registrant's 1999 Equity Incentive
Plan, (ii) 300,000 shares of Common Stock issuable under the Registrant's 1999
Non-Employee Directors' Stock Option Plan, and (iii) 700,000 shares of Common
Stock issuable under the Registrant's 1999 Employee Stock Purchase Plan.
Item 8. Exhibits
See Index to Exhibits on Page 4.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Alviso, State of California, on this 17 day of
September, 2001.
TIVO INC.,
a Delaware corporation
By: /s/ Michael Ramsay
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Michael Ramsay
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Michael Ramsay and David H. Courtney each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead in any and all capacities, to sign any
and all amendments (including post-effective amendments) and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Michael Ramsay President, Chief Executive Officer and Chairman of September 17, 2001
------------------------------------ the Board (Principal Executive Officer)
Michael Ramsay
/s/ David H. Courtney Senior Vice President of Finance and September 17, 2001
------------------------------------ Administration and Chief Financial Officer
David H. Courtney (Principal Financial and Accounting Officer)
/s/ James Barton Senior Vice President of Research and Development, September 17, 2001
------------------------------------ Chief Technical Officer and Director
James Barton
/s/ Geoffrey Y. Yang Director September 17, 2001
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Geoffrey Y. Yang
/s/ Stewart Alsop Director September 17, 2001
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Stewart Alsop
/s/ Randy Komisar Director September 17, 2001
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Randy Komisar
Director
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Michael Homer
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/s/ Larry N. Chapman Director September 17, 2001
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Larry N. Chapman
Director
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Jan P. Oosterveld
/s/ John S. Hendricks Director September 17, 2001
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John S. Hendricks
Director
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David Zaslav
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INDEX TO EXHIBITS
5.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
23.2 Consent of Independent Accountants.
24.1 Power of Attorney (included on page 2 of this Registration Statement).
4