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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: January 30, 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
Amendment to Investment Agreement with America Online, Inc.
On January 30, 2001, we entered into the Second Amendment to our Investment
Agreement with America Online, Inc., dated as of June 9, 2000, as amended by the
First Amendment to the Investment Agreement, dated as of September 11, 2000.
The Second Amendment provided for, among other things, an amendment to the
Escrow Agreement, dated as of September 11, 2000, by and among us, America
Online and U.S. Trust Company, National Association, as escrow agent, pursuant
to which we had deposited a portion of the proceeds we received from America
Online in connection with America Online's purchase of shares of our Series A
Convertible Preferred Stock. The First Amendment to the Escrow Agreement, dated
as of January 30, 2001, authorized the release to us of $43.5 million in
restricted funds previously held in escrow pursuant to the Escrow Agreement.
The Second Amendment to the Investment Agreement further provided for the
reduction in the exercise price of two warrants to purchase our common stock
held by America Online. We issued amended warrants to America Online, which
reduced the per share exercise price of America Online's warrant to purchase
2,308,475 shares of our common stock from $23.11 to $7.29, and reduced the per
share exercise price of America Online's warrant to purchase 295,428 shares of
our common stock from $30.00 to $7.29.
In addition to the foregoing, the Second Amendment to the Investment
Agreement also modified the terms of America Online's put option with respect to
our Series A Preferred Stock held by America Online. Under certain
circumstances, America Online may require us to repurchase its shares of our
Series A Preferred Stock. Prior to the Second Amendment, we would have been
required to repurchase that number of shares having an initial liquidation value
equal to the amount we had deposited into the escrow account. Under the Second
Amendment, we will be required to repurchase that number of shares of Series A
Preferred Stock having an initial liquidation value equal to the amount of the
funds remaining in the escrow account at the time America Online exercises the
option, excluding any interest and taking into account the release of the $43.5
million.
The Second Amendment to the Investment Agreement is filed as Exhibit 10.1
to this current report; the First Amendment to the Escrow Agreement is filed as
Exhibit 10.2 to this current report; and the amended warrants are filed as
Exhibits 10.3 and 10.4 to this current report. The descriptions of these
documents set forth in this current report do not purport to be complete and are
qualified in their entirety by the provisions of the documents themselves.
Promotional Agreements with AOL Time Warner
On January 30, 2001, we also entered into two promotional agreements and a
stand-alone advertising insertion order with AOL Time Warner, Inc. As described
in more detail below, in connection with the execution of these documents and
for other previously agreed upon advertising and promotional services, on
January 30, 2001, we paid America Online an aggregate of $16.5 million for
advertising and promotional services and agreed to pay up to an additional $5
million for future advertising and promotional services and inventory.
One of the promotional agreements provides for the execution of an
Advertising Insertion Order, pursuant to which AOL Time Warner has agreed to
deliver to us promotional services at a cost to us of $3,000,786, which we paid
to America Online upon execution of the promotional agreement. We further
agreed under that promotional agreement to purchase $2,000,000 of media
inventory, which is payable to AOL Time Warner on July 30, 2001 or within 30
days after the date we receive an invoice for the media. The other promotional
agreement provides for the execution of an Advertising Insertion Order, pursuant
to which AOL Time Warner has agreed to deliver to us promotional services at a
cost to us of $2,000,293, payable on or before August 2, 2001. Under this
agreement, we additionally agreed to purchase $4,500,000 of media inventory,
that amount also payable to AOL Time Warner on or before August 2, 2001. This
promotional agreement may be terminated, however, by us or AOL Time Warner for
any reason on July 26, 2001 or July 27, 2001.
Pursuant to another stand-alone Advertising Insertion Order, dated as of
January 30, 2001, we agreed to pay America Online $10,000,984 for the
promotional services requested under the order, which amount we paid to America
Online upon execution of the order.
We also paid $3,498,230 to America Online for other previously agreed upon
advertising and promotional services.
ITEM 7. EXHIBITS
(c) Exhibits
10.1 Second Amendment to Investment Agreement, dated as of January 30, 2001,
by and between TiVo Inc. and America Online, Inc.
10.2 First Amendment to Escrow Agreement, dated as of January 30, 2001, by
and among TiVo Inc., America Online, Inc. and U.S. Trust Company,
National Association
10.3 Amended and Restated Stock Subscription Warrant to Purchase 2,308,475
Shares of Common Stock of TiVo Inc.
10.4 Amended and Restated Stock Subscription Warrant to Purchase 295,428
Shares of Common Stock of TiVo Inc.
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: March 15, 2001 By: /s/ DAVID H. COURTNEY
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David H. Courtney
Chief Financial Officer and Sr. Vice
President of Finance and Administration
(Principal Financial and Accounting
Officer)
EXHIBIT INDEX
Exhibit No. Description
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10.1 Second Amendment to Investment Agreement, dated as of January 30,
2001, by and between TiVo Inc. and America Online, Inc.
10.2 First Amendment to Escrow Agreement, dated as of January 30, 2001,
by and among TiVo Inc., America Online, Inc. and U.S. Trust
Company, National Association
10.3 Amended and Restated Stock Subscription Warrant to Purchase
2,308,475 Shares of Common Stock of TiVo Inc.
10.4 Amended and Restated Stock Subscription Warrant to Purchase 295,428
Shares of Common Stock of TiVo Inc.