-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U52CqHjrgw4IYn3TthgNq2Im104IoPphIUODvf2m0YLZ1buy+iSl33aL3eolpvCc GyKwkDNbBKC43my7zNwchw== 0001133884-02-001035.txt : 20021002 0001133884-02-001035.hdr.sgml : 20021002 20021002171837 ACCESSION NUMBER: 0001133884-02-001035 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACROVISION CORP CENTRAL INDEX KEY: 0001027443 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770156161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1341 ORLEANS DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087438600 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TTR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000933955 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 113223672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58629 FILM NUMBER: 02780098 BUSINESS ADDRESS: STREET 1: 1841 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10023 BUSINESS PHONE: 0119799766 MAIL ADDRESS: STREET 1: 2 HANAGER STREET CITY: KFAR SASBA ISRAEL STATE: L3 FORMER COMPANY: FORMER CONFORMED NAME: TTR INC DATE OF NAME CHANGE: 19960906 SC 13D 1 gsch13d-29843.txt SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* TTR TECHNOLOGIES, INC. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.001 PER SHARE (TITLE OF CLASS OF SECURITIES) 87305 U102 (CUSIP NUMBER) ---------------------- MR. IAN R. HALIFAX CHIEF FINANCIAL OFFICER MACROVISION CORPORATION 2830 DE LA CRUZ BOULEVARD SANTA CLARA, CALIFORNIA 95050 (408) 743-8600 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) OCTOBER 2, 2002 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 87305 U102 page 2 of 5 (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Macrovision Corporation 77-0156161 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) /X/ (3) SEC USE ONLY (4) SOURCE OF FUNDS WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF (7) SOLE VOTING POWER SHARES 1,880,937 BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 1,880,937 PERSON WITH (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,880,937 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.53% (14) TYPE OF REPORTING PERSON CO CUSIP No. 87305 U102 page 3 of 5 ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 relates to the common stock, par value $0.001 per share (the "Shares" or the "Issuer Common Stock"), of TTR Technologies, Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 575 Lexington Avenue, New York, New York 10022. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This Amendment No. 1 is filed by Macrovision Corporation, a Delaware corporation (the "Reporting Person"). The address of the principal business and principal office of the Reporting Person is 2830 De La Cruz Boulevard, Santa Clara, California 95050. The Reporting Person develops and markets electronic license management, digital rights management and copy protection technologies for the enterprise software, consumer software, home video and music markets. To the best of the Reporting Person's knowledge as of the date hereof, the name, business address, present principal occupation or employment and citizenship of each executive officer and director of the Reporting Person, and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth in Schedule I hereto. The information contained in Schedule I is incorporated herein by reference. (d)-(e) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the executive officers or directors of the Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a Delaware corporation. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person entered into a Stock Purchase Agreement dated as of January 10, 2000, by and between the Reporting Person and the Issuer (the "Agreement"), providing for the investment by the Reporting Person of $4.0 million to acquire 1,880,937 Shares of the Issuer. The Reporting Person used working capital to make the investment. The Reporting Person periodically makes strategic investments in companies with complementary or compatible technologies or products, such as the Issuer. The Reporting Person and the Issuer are developing and marketing a copy protection product designed to inhibit casual copying of music CDs using dual-deck CD recorder systems and personal computer based CD recordable drives pursuant to an Alliance Agreement dated November 24, 1999, as subsequently amended, under which the Reporting Person, subject to certain conditions, has the exclusive right to commercialize and market such technology for a period of time. The Alliance Agreement also entitles Issuer to receive thirty percent (30%) of the net revenues collected by Reporting Person or its affiliates from any products or components incorporating the proposed music protection technology. In addition, Issuer agreed to reimburse Reporting Person for up to $1 million of its costs incurred in the twelve months ending December 31, 2000 in co-developing and commercially launching MusicGuard. CUSIP No. 87305 U102 page 4 of 5 ITEM 4. PURPOSE OF THE TRANSACTION. (a)-(j) The information set forth in Item 3 is hereby incorporated herein by reference. Macrovision initially acquired its shares of the Issuer's Common Stock for investment purposes. Macrovision has held preliminary discussions with representatives of the Issuer regarding the potential acquisition by Macrovision or a subsidiary of substantially all of the assets of the Issuer, including the Issuer's intellectual property assets, and has now made a determination to pursue the negotiation and consummation of such a transaction. If such transaction were consummated, the Issuer would cease to be engaged in the business that it is currently conducting. Except as set forth, or incorporated by reference, in this Item 4, the Reporting Person does not have any plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The number of Shares covered is 1,880,937, which constitutes, based on the number of Shares outstanding on August 14, 2002, as represented by the Issuer in its quarterly report on Form 10-Q for the quarter period ended June 30, 2002, approximately 10.53% of Issuer Common Stock. (b)-(c) Other than as set forth in this Item 5, to the best of the Reporting Person's knowledge as of the date hereof (i) neither the Reporting Person nor any subsidiary or affiliate of the Reporting Person nor any of the Reporting Person's executive officers or directors, beneficially owns any shares of Issuer Common Stock, and (ii) there have been no transactions in the shares of Issuer Common Stock effected during the past 60 days by the Reporting Person, nor to the best of the Reporting Person's knowledge, by any subsidiary or affiliate of the Reporting Person or any of the Reporting Person's executive officers or directors. (d) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer Common Stock held by the Reporting Person. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth, or incorporated by reference, in Items 3 through 5 is hereby incorporated herein by reference. To the best of the Reporting Person's knowledge, except as described in this Amendment No. 1, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between any such persons and any person with respect to any securities to the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Stock Purchase Agreement dated as of January 10, 2000 by and between TTR Technologies, Inc. and Macrovision Corporation is hereby incorporated by reference to the exhibit in our Schedule 13D filed on June 23, 2000. CUSIP No. 87305 U102 page 5 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that this statement is true, complete and correct. MACROVISION CORPORATION By: /s/ Ian Halifax Name: Ian Halifax Title: Chief Financial Officer Dated: October 2, 2002 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF MACROVISION CORPORATION The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of the Reporting Person. Except as indicated below, each such person is a U.S. citizen, and the business address of each such person is 2830 De La Cruz Boulevard, Santa Clara, California 95050. BOARD OF DIRECTORS NAME POSITION John O. Ryan Chairman of the Board of Directors and Executive Officer William A. Krepick President, Chief Executive Officer and Director Matthew Christiano Director; Consultant to technology companies Donna S. Birks Director; Consultant to technology companies William N. Stirlen Director; Consultant to technology companies Thomas Wertheimer Director; Consultant to Universal Studios Steven G. Blank Director, Consultant to technology companies EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS TITLE AND PRESENT NAME PRINCIPAL OCCUPATION Ian R. Halifax* Vice President, Finance and Administration, Chief Financial Officer and Secretary Mark S. Belinsky Senior Vice President, Corporate Strategy Brian R. Dunn Senior Vice President, New Business Development Carol Flaherty Senior Vice President, Video Technology Division Brian McPhail Vice President, Consumer Software Division Daniel Stickel Senior Vice President and General Manager, Globetrotter Software Division * Mr. Halifax is a U.K. citizen. -----END PRIVACY-ENHANCED MESSAGE-----