-----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, UEdap7NrkK9MeUIdyy42hVj0qcx/Hi022ndKH2dGYzHAgVkKgOGeNHq8QUoxz9yU NlUagYWOtK2VF+7uyMe01A== 0001188112-03-000363.txt : 20030530 0001188112-03-000363.hdr.sgml : 20030530 20030530142709 ACCESSION NUMBER: 0001188112-03-000363 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030530 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/A 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58629 FILM NUMBER: 03725480 BUSINESS ADDRESS: STREET 1: 575 LEXINGTON AVENUE, STREET 2: SUITE 400 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-527-7599 MAIL ADDRESS: STREET 1: 575 LEXINGTON AVENUE, STREET 2: SUITE 400 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TTR INC DATE OF NAME CHANGE: 19960906 SC 13D/A 1 tsc13da-29845.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* 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) MAY 28, 2003 (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. See ss.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 0 BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% (14) TYPE OF REPORTING PERSON CO CUSIP No. 87305 U102 page 3 of 5 This Amendment No. 3 ("Amendment No. 3") amends the Report on Schedule 13D, originally filed on June 23, 2000, and subsequently amended by Amendment No. 1 filed on October 2, 2002, and Amendment No. 2 filed on November 8, 2003 (the original Report on Schedule 13D, along with Amendment No. 1 and Amendment No. 2 are collectively referred to as "Schedule 13D"). The purpose of this Amendment No. 3 is to report that Macrovision Corporation, a Delaware corporation (the "Reporting Person") no longer beneficially owns any securities of TTR Technologies, Inc., a Delaware corporation (the "Issuer") as of May 28, 2003, the date on which the Reporting Person completed the previously announced purchase of the copy protection and DRM assets of the Issuer. ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 relates to the common stock, par value $0.001 per share (the "Shares" or the "Issuer Common Stock") of 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. 3 is filed by 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. (d)-(f) remains as reported on Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 remains as reported on Schedule 13D. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 as reported on Schedule 13D is amended by adding the text below immediately before the last paragraph of Item 4: On May 28, 2003, the transaction was completed. The purchase price was $5.05 million and included the return to the Issuer by the Reporting Person of 1,880,937 shares of the Issuer's common stock that the Reporting Person purchased in January 2000. The terms of the definitive agreement signed by the two companies in November, 2002, called for the Reporting Person to pay between $4.85 million and $5.25 million, depending on whether the Issuer obtained various consents and releases with respect to certain of the assets to be sold. The two companies mutually agreed that based on the consents and releases the Issuer has obtained, that the cash payment would be $5.05 million. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 as reported on Schedule 13 is hereby amended to read in it entirety as follows: (a)-(c) As of May 28, 2003, as a result of the completion of the transaction, described in Item 4 above, the Reporting Person no longer beneficially owns any securities of the Issuer. (d) Not applicable (e) As of May 28, 2003, the Reporting Person ceased to be the beneficial owner of any securities of the Issuer. CUSIP No. 87305 U102 page 4 of 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 as reported on Schedule 13 is hereby amended to read in it entirety as follows: There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Stock Purchase Agreement dated as of January 10, 2000* Exhibit 2. Asset Purchase Agreement dated as of November 4, 2002** Exhibit 3. Voting Agreement dated as of November 4, 2002** Exhibit 4. Noncompetition Agreement dated as of November 4, 2002** Exhibit 5. Amendment to Asset Purchase Agreement * Previously filed as an exhibit to Schedule 13D filed on October 2, 2002 and hereby incorporated by reference. ** Previously filed as an exhibit to Schedule 13D filed on November 8, 2002 and hereby incorporated by reference. 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/ William A. Krepick ------------------------------------- Name: William A. Krepick Title: President and Chief Executive Officer Dated: May 30, 2003 EX-5 3 tex5-29845.txt EX-5 EXHIBIT 5 AMENDMENT TO ASSET PURCHASE AGREEMENT THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), is made effective as of May 28, 2003, by and among TTR TECHNOLOGIES, INC., a Delaware corporation (the "Seller"), TTR TECHNOLOGIES, LTD., an Israeli corporation and wholly owned subsidiary of the Seller ("Seller Sub") (collectively, the "Seller Corporations"), MACROVISION CORPORATION, a Delaware corporation ("Parent"), MACROVISION EUROPE LTD., a company organized under the laws of England and Wales and a wholly owned subsidiary of Parent ("Macrovision Europe") and MACROVISION ISRAEL LTD., an Israeli corporation and wholly owned subsidiary of Macrovision Europe ("Macrovision Israel"). Capitalized terms used in this Amendment and not otherwise defined herein, shall have the meanings given to them in the Agreement (as defined below). RECITALS A. The Seller, Seller Sub, Parent and Macrovision Europe entered into that certain Asset Purchase Agreement, dated as of November 4, 2002 (the "Agreement"), pursuant to which the Seller Corporations agreed to sell to Macrovision Europe the Designated Assets on the terms and subject to the conditions set forth in the Agreement. B. In accordance with Section 10.9 (b) of the Agreement, Macrovision Europe has assigned its right to purchase a portion of the Designated Assets to Macrovision Israel; specifically, all of Macrovision Europe's right to purchase the right, title and interest of the Seller Corporations in and to the know-how or technology or other tangible or intangible assets which materially derive from the Office of the Chief Scientist of the Israeli Ministry of Industry and Trade ("OCS") Approved Program No. 21248 and all right and obligations with respect to such OCS Approved Program (the "OCS-Funded Technology"). C. In accordance with Section 4.7 of the Agreement, the Seller Corporations have obtained the consent of the OCS to the transfer and sale of the OCS-Funded Technology from the Seller Corporations to Macrovision Israel; however, as required by Section 4.7 of the Agreement, the Seller Corporations have not obtained the release of the OCS (the "Release Requirement") for any claims (the "OCS Claim") it may have to any right, title or interest to, or ownership of, the OCS-Funded Technology. D. The Parent, Macrovision Europe and Macrovision Israel have agreed to waive the Release Requirement and have agreed to purchase the OCS-Funded Technology subject to any potential OCS Claim in return for the Seller Corporations' agreement to reduce the Initial Payment Amount from $5,250,000 to $5,050,000 (the "Initial Payment Amount Reduction"). EXHIBIT 5 E. In order to confirm the parties' understandings with respect to the OCS Funded Technology, the Release Requirements, any OCS Claim and the Initial Payment Amount Reduction and to acknowledge Macrovision Israel's rights as a "Purchaser" under certain provisions of the Agreement, the parties find it necessary and desirable to amend the Agreement and certain of its provisions. AGREEMENT The parties to this Amendment, intending to be legally bound, agree as follows: 1. The Agreement is hereby amended to include Macrovision Israel in the definition of "Purchaser" solely for purposes of Sections 1.1, the first paragraph of 1.3(a), 1.5, 1.6(b)(i), 1.7, 3.2 and 3.3. In furtherance of such amendment, the parties hereby acknowledge and agree, with respect to the foregoing sections, that (a) Macrovision Israel shall be deemed to be a Purchaser for all purposes of such sections and (b) shall have all of the rights, benefits and obligations of the Purchaser under such sections. 2. The Agreement is hereby further amended by deleting Section 1.3(a)(i) of the Agreement in its entirety and substituting the following new Section 1.3(a)(i) of the Agreement in lieu thereof: "(I) at the Closing, the Purchaser shall pay to the Seller Corporations, in cash and allocated between them in accordance with Part 1.3 of the Disclosure Letter, an amount equal to Five Million Fifty Thousand U.S. Dollars (US$5,050,000) (the "Initial Payment Amount");" 3. The Agreement is hereby further amended by deleting Section 3.1 of the Agreement in its entirety and substituting the following new Section 3.1 of the Agreement in lieu thereof: "3.1 DUE ORGANIZATION; ETC. The Purchaser is a company duly organized, validly existing and in good standing under the laws of England and Wales. Macrovision Israel Ltd. is a corporation duly organized, validly existing and in good standing under the laws of Israel. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware." 4. The Agreement is hereby further amended by deleting the definition of "Encumbrances" found in Exhibit A to the Agreement and substituting the following new definition of "Encumbrances" to Exhibit A to the Agreement in lieu thereof: "ENCUMBRANCE. "Encumbrance" shall mean, other than any OCS Claim, any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, claim, preference, right of possession, lease, tenancy, license, encroachment, covenant, infringement, EXHIBIT 5 interference, Order, proxy, option, right of first refusal, preemptive right, community property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection of title, condition or restriction of any nature (including any restriction on the transfer of any asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset)" 5. The Agreement is hereby further amended by adding the following new definitions to Exhibit A to the Agreement: "OCS. "OCS" shall mean the Office of the Chief Scientist of the Israeli Ministry of Industry and Trade. OCS CLAIM. "OCS Claim" shall mean any and all right, title or interest to, or ownership of, the OCS-Funded Technology that the OCS has or may claim. OCS-FUNDED TECHNOLOGY. "OCS-Funded Technology" shall mean all know-how or technology or other tangible or intangible assets which materially derive from OCS Approved Program No. 21248 and all right and obligations with respect to such OCS Approved Program." 6. The parties to this Amendment hereby acknowledge and agree that the transfer of the OCS-Funded Technology from the Seller Corporations to Macrovision Israel as contemplated by that certain Transfer of Rights and Obligations, dated as of the date hereof, from the Seller to the Macrovision Israel shall fully satisfy and comply with the Seller Corporations' obligations under Section 4.7 of the Agreement, regardless of any ongoing OCS Claim. 7. The parties to this Amendment hereby further acknowledge and agree that the Seller Corporations have fully complied with their obligations under Section 4.8 and Section 6.11 of the Agreement. 8. The parties to this Amendment hereby further acknowledge and agree that notwithstanding anything to the contrary contained in the Agreement, including without limitation Section 9 thereof, that the Seller Corporations shall have no duty to indemnify, hold harmless, compensate or reimburse any Indemnitee with respect to any Damages incurred by such Indemnitee arising out of or in connection with any OCS Claim. 9. Except as expressly or by necessary implication amended by the terms of this Amendment, the terms and conditions of the Agreement shall remain in full force and effect. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] EXHIBIT 5 IN WITNESS WHEREOF, the parties have caused this AMENDMENT TO ASSET PURCHASE AGREEMENT to be executed by their duly authorized representatives, as of the day and year first above written. TTR TECHNOLOGIES, INC. By: /s/ Daniel C. Stein -------------------------------- Name: Daniel C. Stein Title: Chief Executive Officer TTR TECHNOLOGIES, LTD. By: /s/ Sam Brill -------------------------------- Name: Sam Brill Title: President MACROVISION CORPORATION By: /s/ John O. Ryan -------------------------------- Name: John O. Ryan Title: Chairman and Exec. Officer MACROVISION EUROPE LTD. By: /s/ John O. Ryan -------------------------------- Name: John O. Ryan Title: Director MACROVISION ISRAEL LTD. By: /s/ John O. Ryan -------------------------------- Name: John O. Ryan Title: Director -----END PRIVACY-ENHANCED MESSAGE-----