================================================================================
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: August 2, 2001
(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
of incorporation or ---------------- ------------------------------------
organization) (I.R.S. Employer Identification No.)
2160 Gold Street
P.O. Box 2160
Alviso, California 95002
(Address of Principal executive offices, including zip code)
(408) 519-9100
--------------
(Registrant's telephone number, including area code)
================================================================================
ITEM 9. REGULATION FD DISCLOSURE
TiVo Inc. has issued the following press releases.
Contacts:
Investor Relations: Public Relations:
Ed Lockwood Rebecca Baer
(408) 519-9345 (408) 519-9225
Email: ir@tivo.com Email: Rebecca@tivo.com
----------- ----------------
TiVo Receives Shareholder Support for Private Placement
San Jose, California, August 2, 2001 - As announced on July 24, 2001, TiVo is
planning to raise $50 to $75 million in a private placement to accredited
investors (see "TiVo Plans Private Placement Financing - July 24, 2001"). We
recently received certifications from our eleven largest stockholders,
representing approximately 57% of our outstanding voting securities, that if we
were to hold a stockholders' meeting, they would vote in favor of the proposed
transaction. As a result, the Nasdaq has determined that we have satisfied our
stockholder approval obligations.
See below for the text of a letter we will distribute to stockholders today.
This press release contains forward-looking statements regarding a potential
offering by TiVo Inc. 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 the
actual results, performance or achievements of the Company to be materially
different from any results, performance or achievements expressed or implied by
such forward-looking statements.
August 2, 2001
NOTICE TO THE STOCKHOLDERS OF TIVO INC.
Ladies and Gentlemen:
As we announced on July 24, 2001, we are planning to raise $50 to $75
million in a private placement to accredited investors (the "Private
Placement").
This proposed Private Placement may ultimately require us to issue common
stock equal to 20% or more of our current common stock outstanding. In many
such cases, the Nasdaq Stock Market's rules require that a company obtain
approval from a majority of its stockholders, which typically requires the
distribution of a proxy statement and the holding of a formal stockholders
meeting prior to closing such a transaction.
To avoid the expense and delay required to arrange such a meeting, we
applied to Nasdaq for an exemption. We based our request on certifications from
our eleven largest stockholders that, if we were to seek stockholder approval,
each would vote in favor of the proposed Private Placement. These stockholders
collectively represent approximately 57% of our outstanding voting securities.
Additionally, our Audit Committee notified Nasdaq that it approved of the
proposed Private Placement.
On July 30, 2001, Nasdaq approved our request, subject to the distribution
of both this notice and a description of the proposed Private Placement (see
below).
Very truly yours,
/s/ Michael H. Ramsay
Michael H. Ramsay
Chief Executive Officer
DESCRIPTION OF PROPOSED PRIVATE PLACEMENT
We are planning to raise $50 to $75 million in a private placement of
convertible notes and warrants. The notes would be convertible at any time prior
to maturity at a price that we currently anticipate will be at a 15% to 20%
premium above the closing price of our common stock on the day we price the
proposed Private Placement (the "Initial Conversion Price"). The Initial
Conversion Price may be subject to a one-time adjustment if, on the first
anniversary of the closing of the proposed Private Placement, the average
closing price per share of our common stock for the preceding ten trading days
is less than the Initial Conversion Price. If that were to happen, the
conversion price would be adjusted to the higher of such average closing price
per share or a floor price of 75% of the closing price per share of our common
stock on the day we price the proposed Private Placement.
We currently anticipate that the number of shares of common stock
underlying the warrants will equal 20% to 30% of the number of shares of common
stock into which the notes are initially convertible. The exercise price for
the warrants would be based on a premium above the closing price of our common
stock on the day we price the proposed Private Placement.
The actual number of shares into which the proposed Private Placement could
initially convert depends on the closing price of our common stock on the day we
price the proposed Private Placement and the conversion premium. Assuming
yesterday's closing price of $6.70, a 15% conversion premium, 30% warrant
coverage, and an aggregate principal amount of $75 million, the notes could
convert into approximately 10 million shares of common stock. If all of the
warrants are exercised for cash, the warrants would convert into approximately 3
million shares and generate additional proceeds. In the event that, at the one-
year anniversary of the closing, our stock price is lower than the Initial
Conversion Price, the notes could convert into a maximum of approximately 15
million shares. The exercise price of the warrants is not subject to adjustment
based on our stock price. For each five percent our stock price is above $6.70
on the day we price the proposed Private Placement, the total number of shares
into which the notes and warrants could convert decreases by approximately 4%.
For each five percent our stock is below $6.70, the total number of shares into
which the notes and warrants could convert increases by approximately 6%.
Contacts:
Investor Relations: Public Relations:
Ed Lockwood Rebecca Baer
(408) 519-9345 (408) 519-9225
Email: ir@tivo.com Email: Rebecca@tivo.com
TiVo Updates Shareholders on Private Placement
San Jose, California, August 17, 2001 - As announced on July 24, 2001, TiVo Inc.
(NASDAQ: TIVO) is planning a private placement to accredited investors (see
"TiVo Plans Private Placement Financing" - July 24, 2001).
The Nasdaq Stock Market has requested that we update our stockholders on
negotiations with potential investors in the proposed private placement (see
"TiVo Receives Shareholder Support for Private Placement" - August 2, 2001). In
accordance with that request, below is some additional information on the
possible terms of the private placement:
- We may commit to the new investors that if, during a portion of the term of
the notes, we issue common stock or common stock equivalents at an
effective per share price that is less than the conversion price of the
notes in effect prior to such issuance, the conversion price of the notes
will be reduced to the effective per share price for the newly issued
securities.
- We may commit to the new investors that the number of shares underlying the
warrants will increase from a previously anticipated range of 20% to 30% of
the total number of shares issuable upon conversion of the notes to 30% to
35% of such number of shares. We are also considering issuing an
additional set of warrants to purchase an additional 60% to 75% of the
total number of shares issuable upon conversion of the notes. In the event
that all of these additional warrants were exercised, the Company could
receive significant additional proceeds.
- We may make the notes senior in right of payment to our other debt
obligations.
The securities are being sold to accredited investors in reliance on Regulation
D under the Securities Act of 1933. The offer and sale of the securities will
not be, and have not been, registered under the Securities Act. The securities
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy the securities.
This press release contains forward-looking statements regarding a private
placement by TiVo Inc. There is no assurance that the Company will complete the
private placement on the anticipated terms or at all. 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 the actual results, performance or achievements of
TiVo Inc. to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements.
Forward-Looking Statements
This Current Report on Form 8-K and the attached exhibits may contain
forward-looking statements regarding our business, customers or other factors
that may affect future earnings or financial results. Those statements involve
risks and uncertainties, which could cause actual results to vary materially
from those expressed in or indicated by the forward-looking statements. Factors
that may cause actual results to differ materially include delays in
development, competitive service offerings and lack of market acceptance. These
risks and uncertainties are more fully described in our Annual Report on Form
10-K for the period ended December 31, 2000, as amended, our Transition Report
on Form 10-K for the one-month transition period ended January 31, 2001 and our
Quarterly Report on Form 10-Q for the quarter ended April 30, 2001, each filed
with the Securities and Exchange Commission.
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: August 17, 2001 By: /s/ David H. Courtney
----------------------------------------
David H. Courtney
Chief Financial Officer and Sr. Vice
President of Finance and Administration