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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: November 4, 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
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Marketing Arrangement with AT&T
On November 7, 2001, we entered into a marketing arrangement with AT&T
Broadband, pursuant to which AT&T Broadband will market the TiVo digital video
recorder and the TiVo service to its cable customers in the Boston, Denver and
Silicon Valley areas. AT&T Broadband cable customers will be offered the
opportunity to purchase a newly designed TiVo digital video recorder for $299.99
and subscribe to the TiVo service at a monthly rate of $9.95 or a one-time
payment of $249 for a product-lifetime service contract.
For each AT&T Broadband cable subscriber who activates the TiVo service
under this arrangement, we will remit to AT&T Broadband a portion of the
subscription fee for that activation. We will also share with AT&T Broadband a
portion of the revenues received from advertising and promotional activities on
the TiVo digital video recorders that have been deployed to AT&T Broadband
customers under the terms of the arrangement.
Convertible Senior Notes due 2006
On August 28, 2001, we issued our 7% Convertible Senior Notes due 2006 in a
private placement under an indenture, dated August 28, 2001, with The Bank of
New York, as trustee. As described more fully in our Current Report on Form 8-K
filed with the Securities and Exchange Commission on August 30, 2001, the
indenture provides for, among other things, adjustment of the initial conversion
price of the notes on the second calendar day following the date the Securities
and Exchange Commission declares effective our Registration Statement on
Form S-3 (File No. 333-69530) covering the resale of the notes and the
underlying common stock, in the event that the average of the per share closing
prices of our common stock for the ten consecutive trading days preceding the
date of the adjustment is lower than the initial conversion price of $6.73 per
share. The indenture provides further, among other things, that the adjusted
conversion price be equal to the greater of:
. the average of the per share closing prices of our common stock for the
ten consecutive trading days preceding the date of the adjustment, or
. $4.21 per share, which represents 75% of the per share closing price of
our common stock on August 23, 2001, the date we priced the issuance of
the notes.
The Securities and Exchange Commission declared our registration statement
effective on November 2, 2001. On November 4, 2001, pursuant to the terms of
the indenture, the conversion price of the notes was adjusted to $5.45 per
share, the average of the per share closing prices of our common stock for the
ten consecutive trading days preceding November 4, 2001.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including
those pertaining to the marketing of the TiVo digital video recorder and TiVo
service to AT&T Broadband cable customers and the remittance of fees to and
sharing of revenues with AT&T Broadband. 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 December 31,
2000, our Transition Report on Form 10-K for the period ended January 31, 2001,
and our Quarterly Reports on Form 10-Q for the periods ended April 30, 2001 and
July 31, 2001, 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: November 12, 2001 By: /s/ Matthew P. Zinn
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Matthew P. Zinn
Vice President & General Counsel
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