SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Mark One
/X/ Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2001
or
/ / Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-22055
TTR TECHNOLOGIES, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 11-3223672
(State or other Jurisdiction of I.R.S. Employer Number
Incorporation or Organization)
2 HANAGAR STREET, KFAR SABA, ISRAEL
(Address of Principal Executive Offices)
011-972-9-766-2393
(Issuer's Telephone Number, Including Area Code)
THE CORPORATION TRUST COMPANY
1209 Orange Street, Wilmington, Delaware, 19801 302-658-7581
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No[ ]
The number of shares outstanding of the registrant's Common Stock as
of May 14, 2001, is 17,362,090 shares.
TTR INC. AND ITS SUBSIDIARY
(A Development Stage Company)
Index
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements *
Consolidated Balance Sheets
March 31, 2001 and December 31, 2000 1
Consolidated Statements of Operations
For the Three months ended March 31, 2001 and 2000 2
Consolidated Statements of Comprehensive Loss
For the Three months ended March 31, 2001 and 2000 3
Consolidated Statements of Cash Flows
For the three months ended March 31, 2001 and 2000 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon senior securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-k
Signatures
* The Balance Sheet at December 31, 2000 has been taken from the audited
financial statements at that date. All other financial statements are
unaudited.
TTR TECHNOLOGIES INC. AND ITS SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2001 2000
---- ----
ASSETS (Unaudited) (Audited)
Current assets
Cash and cash equivalents $ 7,524,689 $ 8,234,686
Accounts receivable 1,019 1,019
Prepaid expenses and other current assets 141,104 101,208
------------ ------------
Total current assets 7,666,812 8,336,913
Property and equipment - net 237,663 220,957
Investment in ComSign, Ltd. 1,655,149 1,790,843
------------ ------------
Total assets $ 9,559,624 $ 10,348,713
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current liabilities
Accounts payable $ 75,954 $ 46,726
Accrued expenses 257,968 167,731
------------ ------------
Total current liabilities 333,922 214,457
Accrued severance pay 208,747 137,299
------------ ------------
Total liabilities 542,669 351,756
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value;
5,000,000 shares authorized; none issued and outstanding -- --
Common stock, $.001 par value;
50,000,000 shares authorized; 17,362,090 and 17,356,340
issued and outstanding, respectively 17,363 17,357
Additional paid-in capital 40,349,585 40,340,966
Other accumulated comprehensive income 48,150 46,246
Deficit accumulated during the development stage (30,918,908) (29,627,041)
Less: deferred compensation (479,235) (780,571)
------------ ------------
Total stockholders' equity 9,016,955 9,996,957
------------ ------------
Total liabilities and stockholders' equity $ 9,559,624 $ 10,348,713
============ ============
See Notes to Consolidated Financial Statements.
-1-
TTR TECHNOLOGIES INC. AND ITS SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
From
Inception
Three Months (July 14,
Ended 1994) to
March 31, March 31,
2001 2000 2001
---- ---- ----
(Unaudited) (Unaudited) (Unaudited)
Revenue $ -- $ 2,014 $ 125,724
Expenses
Research and development (1) 181,051 362,319 4,233,787
Sales and marketing (1) 109,702 173,877 4,008,150
General and administrative (1) 674,251 461,570 5,800,455
Stock based compensation 301,336 602,179 10,755,926
------------ ------------ ------------
Total expenses 1,266,340 1,599,945 24,798,318
------------ ------------ ------------
Operating loss (1,266,340) (1,597,931) (24,672,594)
Other (income) expense
Legal settlement -- -- 232,500
Loss on investment -- -- 17,000
Other income -- -- (75,000)
Net losses of affiliate 135,694 -- 344,851
Amortization of deferred financing costs -- -- 4,516,775
Interest income (111,348) (38,693) (697,596)
Interest expense 1,181 4,489 1,907,784
------------ ------------ ------------
Total other (income) expenses 25,527 (34,204) 6,246,314
------------ ------------ ------------
Net loss $ (1,291,867) $ (1,563,727) $(30,918,908)
============ ============ ============
Per share data:
Basic and diluted $ (0.07) $ (0.12)
============ ============
Weighted average number
of common shares used in
basic and diluted loss per share 17,361,452 13,569,365
============ ============
(1) Excludes non-cash, stock based compensation expense as follows:
Research and development $ -- $ 164,467 $ 456,239
Sales and marketing 6,563 19,688 5,051,071
General and administrative 294,773 418,024 5,248,616
----------- ----------- -----------
$ 301,336 $ 602,179 $10,755,926
=========== =========== ===========
See Notes to Consolidated Financial Statements.
-2-
TTR TECHNOLOGIES INC. AND ITS SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
From
Inception
Three Months (July 14,
Ended 1994) to
March 31, March 31,
2001 2000 2001
---- ---- ----
(Unaudited) (Unaudited) (Unaudited)
Net loss $ (1,291,867) $ (1,563,727) $(30,918,908)
Other comprehensive income (loss)
Foreign currency translation adjustments 1,904 11,846 46,246
------------ ------------ ------------
Comprehensive loss $ (1,289,963) $ (1,551,881) $(30,872,662)
============ ============ ============
See Notes to Consolidated Financial Statements.
-3-
TTR TECHNOLOGIES INC. AND ITS SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
From
Inception
Three Months (July 14,
Ended 1994) to
March 31, March 31,
2001 2000 2001
---- ---- ----
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,291,867) $ (1,563,727) $ (30,918,908)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and amortization 22,076 26,703 801,787
Amortization of note discount and finance costs 4,666,225
Translation adjustment -- -- (1,528)
Beneficial conversion feature of convertible debt -- 572,505
Stock, warrants and options issued for services and legal settlement 301,336 602,179 10,928,887
Payment of common stock issued with guaranteed selling price -- (155,344)
Net losses of affiliate 135,694 -- 344,851
Increase (decrease) in cash attributable
to changes in assets and liabilities
Accounts receivable (36) 9,354 (1,361)
Other current assets (41,177) (27,991) (134,093)
Other assets 3,700
Accounts payable 30,423 42,604 (120,862)
Accrued expenses 94,905 (208,287) 727,638
Accrued severance 77,444 5,768 233,644
Interest payable 251,019
------------ ------------ ------------
Net cash used by operating activities (671,202) (1,109,697) (12,805,540)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of fixed assets -- 34,735
Purchases of property and equipment (46,820) (36,868) (834,759)
Investment in ComSign, Ltd. -- (2,000,000)
Increase in organization costs -- -- (7,680)
------------ ------------ ------------
Net cash used by investing activities (46,820) (36,868) (2,807,704)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 8,630 13,294,022 21,166,752
Proceeds from officer loan -- -- --
Stock offering costs -- -- (475,664)
Deferred financing costs -- -- (682,312)
Proceeds from short-term borrowings -- -- 1,356,155
Proceeds from long-term debt -- -- 2,751,825
Proceeds from convertible debentures -- -- 2,000,000
Repayment of short-term borrowings -- -- (1,357,082)
Repayments of long-term debt -- (16,403) (1,615,825)
------------ ------------ ------------
Net cash provided by financing activities 8,630 13,277,619 23,143,849
------------ ------------ ------------
Effect of exchange rate changes on cash (605) 498 (5,916)
------------ ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (709,997) 12,131,552 7,524,689
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,234,686 209,580 --
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,524,689 $ 12,341,132 $ 7,524,689
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,181 $ 6,739 $ 474,207
============ ============ ============
See Notes to Consolidated Financial Statements.
-4-
TTR TECHNOLOGIES INC. AND ITS SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements of TTR
Technologies, Inc. and its Subsidiary (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2001. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Form 10K for the year ended
December 31, 2000 as filed with the Securities and Exchange Commission.
Note 2 - Reclassifications
Certain prior period amounts have been reclassified to conform to the current
years presentation..
Note 3 - Investment In Comsign, Ltd.
The Company applies the equity method of accounting for this investment. At the
time of the investment the carrying value of the investment exceeded the
Company's share of the underlying net assets of ComSign. The excess is
considered to be goodwill and is being amortized on a straight line basis over
five years. Amortization expense is included in net losses of affiliate in the
accompanying Consolidated Statement of Operations.
Condensed summarized financial data for ComSign, Ltd. as of and for the three
months ended March 31, 2001, is as follows:
Condensed balance sheet data
Current assets $ 556,060
Noncurrent assets 2,078,045
Current liabilities 1,201,563
Noncurrent liabilities --
Condensed statement of operations data
Revenue 67,457
Net loss $ (171,388)
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION AND EXPOSITION SHOULD BE READ IN CONJUNCTION
WITH THE FINANCIAL STATEMENTS AND RELATED NOTES CONTAINED ELSEWHERE IN THIS FORM
10-Q. CERTAIN STATEMENTS MADE IN THIS DISCUSSION ARE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY TERMINOLOGY SUCH AS
"MAY," "WILL," "SHOULD," "EXPECTS," "INTENDS," "ANTICIPATES," "BELIEVES,"
"ESTIMATES," "PREDICTS," OR "CONTINUE" OR THE NEGATIVE OF THESE TERMS OR OTHER
COMPARABLE TERMINOLOGY AND INCLUDE, WITHOUT LIMITATION, THE STATEMENTS BELOW
REGARDING: THE COMPANY'S JOINT VENTURE WITH MACROVISION; COMSIGN'S INTENDED
BUSINESS PLANS;THE COMPANY'S EXPECTATIONS AS TO SOURCES OF REVENUE; THE
COMPANY'S INTENTIONS TO DEVELOP OR ACQUIRE OTHER TECHNOLOGIES; AND ITS BELIEF AS
TO THE SUFFICIENCY OF ITS CASH RESERVES. FORWARD-LOOKING STATEMENTS ARE
SPECULATIVE AND UNCERTAIN AND NOT BASED ON HISTORICAL FACTS. BECAUSE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, THERE ARE IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE,
BUT ARE NOT LIMITED TO, THE COMPETITIVE ENVIRONMENT IN THE COPY PROTECTION
INDUSTRY IN GENERAL AND IN THE COMPANY'S SPECIFIC MARKET AREAS; DEMOGRAPHIC
CHANGES; CHANGES IN FEDERAL, STATE AND/OR LOCAL GOVERNMENT LAW AND REGULATIONS;
CHANGES IN OPERATING STRATEGY OR DEVELOPMENT PLANS; THE ABILITY TO ATTRACT AND
RETAIN QUALIFIED PERSONNEL; LABOR DISTURBANCES; AND CHANGES IN THE COMPANY'S
ACQUISITION AND CAPITAL EXPENDITURE PLANS. ALTHOUGH THE COMPANY BELIEVES THAT
THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT
CANNOT GUARANTEE FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS. MOREOVER, NEITHER
THE COMPANY NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THE ACCURACY AND
COMPLETENESS OF THESE FORWARD LOOKING STATEMENTS. THE COMPANY IS UNDER NO DUTY
TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS AFTER THE DATE OF THIS QUARTERLY
REPORT TO CONFORM SUCH STATEMENTS TO ACTUAL RESULTS.
General
TTR Technologies, Inc. (hereinafter, the "Company" or "TTR") designs and
develops anti-piracy technologies that provide copy protection for electronic
content distributed on optical media and over the Internet. Optical media store
data which may be retrieved by utilizing a laser and include compact discs which
are commonly referred to as CDs and digital versatile discs which are commonly
referred to as DVDs. The Company's technologies utilize non-standard codewords
on the optical media. The Company's proprietary anti-piracy technology,
MusicGuard(TM), is a unique media-based technology designed to prevent the
unauthorized copying of audio content distributed on CDs. MusicGuard leverages
know-how that the Company gained during the development of its DiscGuard(TM)
software protection product. The Company's copy protection technologies are
designed to be transparent to the legitimate end-user. Copy protected CDs are
designed to be compatible with and to play on currently existing compact disc
players.
In November 1999, the Company entered into an agreement with Macrovision
Corporation to jointly design, develop and market a copy protection product
designed to thwart the illegal copying of audio content on CDs, DVDs and other
optical media. The new product, which is undergoing internal tests by two major
record labels, will be marketed under the brand name "SafeAudio" and is based
primarily upon the Company's MusicGuard technology as well as related
Macrovision technology. SafeAudio is co-owned jointly by TTR and Macrovision.
The Company granted to Macrovision an exclusive world-wide royalty bearing
license to market SafeAudio and all other technologies and products designed to
6
prevent the illicit duplication of audio programs (including the audio portion
of music videos, movies and other video or audio content) distributed on optical
media (not limited to CDs and DVDs) and technologies for Internet digital rights
management for audio applications.
Commencing April 1, 2001, the Company is entitled to twenty-five percent
(25%) of the net revenues collected by Macrovision or its affiliates from any
products or components incorporating SafeAudio. Previously, the Company was
entitled to thirty percent (30%) of such net revenues. In light of the extended
period of time in which SafeAudio has been undergoing internal testing by record
labels, the Company is negotiating with Macrovision regarding the prospect of
reverting to the previous 30% net revenue allocation. No assurance can however
be given that the Company will be successful in obtaining a reversion to the
greater allocation of net revenues.
Macrovision is a world leader in the development and marketing of content
copy protection and rights management technologies and products to prevent the
illicit duplication, reception or use of video and audio programs and computer
software. Macrovision provides its products and services primarily to the
consumer multimedia and business software publishers, home video, pay-per-view,
cable, satellite and video security markets. Macrovision has its headquarters in
Sunnyvale, California with subsidiaries in London and Tokyo.
The Company's immediate goal is to establish SafeAudio as the leading
product in the target market of audio content copy protection for the
high-volume recording industry. Additionally, The Company is actively developing
other technologies and looking to acquire technologies that are synergistic with
TTR's current business and will enable it to leverage its knowledge base and
skill.
In July 2000, the Company purchased an equity interest in ComSign Ltd.,
an Israeli company ("ComSign"), which was established in May 2000 by Comda Ltd.,
another Israeli company ("Comda"). ComSign is VeriSign Inc.'s sole principal
affiliate in Israel and the Palestinian Authority to market VeriSign's digital
authentication certificates and act as the local certifying authority. ComSign
markets these products and services to leading e-commerce sites, banks and other
financial institutions, government organizations and a full range of commercial
entities.
The Company has not had any significant revenues to date. As of March 31,
2001, the Company had an accumulated deficit of approximately $30.9 million. The
Company's expenses related primarily to expenses related to and expenditures on
research and development, marketing, recruiting and retention of personnel,
costs of raising capital and operating expenses
Revenue Sources
The Company expects, for the near-term, that its primary source of
revenue will be royalties under the license agreement with Macrovision and
distributions from the joint venture, ComSign. However, no assurance can be
provided that the SafeAudio technology will be commercially successful or
whether any royalties from the sale thereof will be generated. The Company is
currently seeking to develop or acquire other technologies that will provide
other sources of revenue. However, there can be no assurance that the Company
will develop or acquire other technologies or if it does, that such technologies
will generate any revenue or profits.
7
Results of Operations
Three months ended March 31, 2001 ("2001 period") Compared to Three
months ended March 31, 2000 ("2000 period").
There were no revenues for the 2001 period. Revenues for the 2000 period
were $2,014 and were derived from licensing fees of our DiscGuard product, which
has since been discontinued.
Research and development costs for the 2001 period were $181,051 as
compared to $362,319 for the 2000 period. The 2000 period included the costs
incurred on the joint development effort with Macrovision on the development of
SafeAudio. Current research and development is primarily focused on extending
copy protection technology to DVDs. Additionally, the Company is engaged in
research and development in the area of internet streaming technologies, as well
as related internet applications.
Sales and marketing expenses for the 2001 period were $109,702 as
compared to $173,877 for the 2000 period. This decrease was primarily due to
the agreement with Macrovision whereby Macrovision assumed most of the sales and
marketing responsibilities.
General and administrative expenses for the 2001 period were $674,251 as
compared to $461,570 for the 2000 period. This increase was due primarily to
increased salaries and fees relating to the Company's listing on the Nasdaq's
National Market System.
Stock-based compensation for the 2001 period was $301,336 as compared to
$602,179 for the 2000 period. The 2000 period includes the stock options
granted to the Company's CEO and Chief Technology Officer with exercise prices
below the fair value of the underlying common stock.
The Company's fifty percent owned affiliate, ComSign Ltd., commenced
operations in July 2000. The Company's share of the net losses for the 2001
period was $135,694, which includes goodwill amortization.
Interest income for the 2001 increased to $111,348 as compared to $38,693
for the 2000 period. The increase is attributable to the higher cash and cash
equivalent balances held during the 2001 period resulting from the February 2000
private placement.
The Company reported a net loss for the 2001 period of $1,291,867 or
$(.07) per share on a basic and diluted basis, as compared to a net loss of
$1,563,727, or $(.12) per share for the 2000 period.
Liquidity and Capital Resources
At March 31, 2001, the Company had cash of approximately $7.5 million,
representing a decrease of approximately $710,000 over December 31, 2000. Cash
used by operating activities during the three months ended March 31, 2001 was
$671,000 million compared to $1,109,000 during the prior year quarter. During
the quarter, the Company used $46,000 for the purchase of new equipment.
The Company believes, that cash on-hand is sufficient to meet its
requirements for the next twelve months.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks relating to changes in interest rates and foreign currency
exchanges rates were reported in Item 7A of the Company's Annual Report on Form
10-K/A for the year ended December 31, 2000. There has been no material change
in these market risks since the end of the fiscal year 2000.
8
PART II
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGE IN SECURITIES & USE OF PROCEEDS
Sale of Unregistered Securities
There were no issuances of any unregistered securities by the
Company during the first quarter of 2001.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON 8-K
a) Exhibits
3.1 Certificate of Incorporation of TTR dated July 14, 1994 and Certificate of
Amendment to the Certificate of Incorporation of TTR dated August 17, 1994(4)
3.2 Certificate of Amendment to the Certificate of Incorporation of TTR, dated January 30, 1999(5)
3.3 Certificate of Amendment to the Certificate of Incorporation of TTR, dated December 21, 1999(5)
3.4 Certificate of Amendment to the Certificate of Incorporation of TTR, dated July 15, 2000.(7)
3.4 By-Laws of TTR, as amended(4)
4.1 Specimen Common Stock Certificate(1)
4.2.1 Warrant Agreement dated as of December 23, 1997 between TTR and Biscount Overseas Ltd.(3)
4.2.2 Warrant Agreement dated as of February 26, 1998 between TTR and Biscount Overseas Ltd.(3)
4.2.3 Warrant dated November 29, 1999 between TTR and Biscount Overseas Ltd.(5)
4.2.4 Warrant dated November 29, 1999 between TTR and Biscount Overseas Ltd.(5)
4.2.5 Form of Class A Warrant between TTR and certain private investors(5)
4.2.6 Warrant dated February 15, 2000 between TTR and Mantle International
Investment, Ltd.(5)
4.2.7 Form of Agent Warrant between TTR and certain entities. (5)
4.2.8 Form of Common Stock Purchase Warrant dated as of June, 2000, between TTR and Brean Murray &
Co., Inc. (6)
4.2.9 Warrant dated October 2, 2000 between TTR and Mantle International Investment Ltd.(7)
10.1 Financial Consulting Agreement with Josephthal & Co., Inc. (4)
10.2 1996 Incentive and Non-Qualified Stock Option Plan, as amended (4)
10.3 Non-Executive Directors Stock Option Plan(4)
10.4 Employment Agreement between TTR Technologies Ltd. and Marc D. Tokayer (1)
10.5 Employment Agreement between TTR Technologies Ltd. and Baruch Sollish (1)
10.6 Development and OEM Licensing Agreement dated October 31, 1997 between TTR
and Doug Carson & Associates Inc.(3)
10.7 Development and OEM Licensing Agreement dated October 31, 1997 between TTR, Doug Carson &
Associates Inc. and Nimbus CD International, Inc.(3)
10.8 Stock Purchase Agreement dated December 20, 1997 between TTR and Biscount Overseas Ltd.(3)
10.9 Consulting Agreement between TTR and Biscount Overseas Ltd. dated October 1, 1998(4)
10.10 Consulting Agreement between TTR and Mordecai Lerer dated January 28, 1999(4)
10.11 Lease between TTR and Peppertree Properties, Inc. dated January 23, 1999(2)
10.12 Employment Agreement dated June 1, 1999 between TTR and Emmanuel Kronitz(2)
10.13 Alliance Agreement between TTR and Macrovision Corporation effective as of November 24, 1999(5)
10.14 Stock Purchase Agreement, effective as of January 10, 2000 between TTR and Macrovision
Corporation(5)(6)
10.15 Agreement between TTR and H.C. Wainwright & Co. Inc. dated February 8, 2000(5)
10.16 Form of Subscription Agreement dated February 18, 2000 between TTR and
certain private investors and supplement thereto.(5)
10.17 Form of Registration Rights Agreement between TTR and certain private investors and supplement
thereto(5)
10.18 Agreement dated February 17, 2000 between TTR, TTR Technologies, Ltd., K&D Equities, Inc.,
Isaac Winehouse and Wall and Broad Equities, Inc. (5)
10.19 Agreement dated February 15, 2000 between TTR and Mantle International Investment, Ltd.(5)
10.20 Amendment to Employment Agreement between TTR and Baruch Sollish, dated July 22, 1998
10.21 Agreement between TTR and Comda (1985) Ltd. and ComSign Ltd. dated as of June 4, 2000.(6)
10.22 Agreement between TTR and Brean Murray & Co., Inc. dated June 19,2000.(6)
10.23 Agreement between TTR and Bluestone Capital dated August 23, 2000.(6)
10.24 2000 Equity Incentive Plan.(6)
10.25 Restated Employment Agreement between TTR and Emanuel Kronitz, dated October 1, 2000(7)
10.26 Restated Employment Agreement between TTR Technologies Ltd and Emanuel
Kronitz, dated as of October 1, 2001.(7)
10.27 Amendment to Employment Agreement between TTR and Marc Tokayer, dated February 1, 2001.(7)
10.28 Amendment to Employment Agreement between TTR and Baruch Sollish, dated February 1, 2001.(7)
10.29 Agreement dated, October 2, 2001 between TTR and Mantle International Investment, Ltd.(7)
(1) Filed as an Exhibit to the Registrant's Registration Statement on Form SB-2, No. 333-11829, and
incorporated herein by reference.
(2) Filed as an Exhibit to TTR's Registration Statement on Form SB-2, No. 333-85085 and incorporated
herein by reference.
(3) Filed as an Exhibit to the Registrant's Annual Report on Form 10-KSB filed
for the year ended December 31, 1997 and incorporated herein by reference.
(4) Filed as an Exhibit to the Registrant's Annual Report on Form 10-KSB filed
for the year ended December 31, 1998 and incorporated herein by reference.
(5) Filed as an Exhibit to TTR's Registration Statement on Form S-1, No. 33-32662 and incorporated
herein by reference.
(6) Filed on November 14, 2000, as an Exhibit to TTR's Report on Form 10-Q for
the third quarter of 2000.
(7) Filed as an Exhibit to TTR's Annual Report on From 10-K/A for the year ended
December 31, 2000.
b) Reports on 8-K
None
9
SIGNATURES
In accordance with 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, thereunto duly authorized.
TTR TECHNOLOGIES, INC.
Registrant
Date: May 14, 2001 By: /s/ Marc D. Tokayer
-------------------------
Marc D. Tokayer
Chief Executive Officer
10