-----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, WlJx0oWWyunNH3gXMSSHH0ty5z0r1bogNj1B18ykvAxgPxyVLhZSz8o2CZ7XXFki xYzuT4h6VdsrCK+hrSxU6A== 0001012870-01-001013.txt : 20010307 0001012870-01-001013.hdr.sgml : 20010307 ACCESSION NUMBER: 0001012870-01-001013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010220 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIVO INC CENTRAL INDEX KEY: 0001088825 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 770453167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27141 FILM NUMBER: 1557862 BUSINESS ADDRESS: STREET 1: 2160 GOLD STREET STREET 2: PO BOX 2160 CITY: ALVISO STATE: CA ZIP: 95002 BUSINESS PHONE: 4087476080 MAIL ADDRESS: STREET 1: 894 ROSS DRIVE STREET 2: SUITE 100 CITY: SUNNYVALE STATE: CA ZIP: 94089 8-K 1 0001.txt FORM 8-K 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 (Date of earliest event reported): February 20, 2001 TiVo Inc. (Exact name of registrant as specified in its charter) Delaware 000-27141 77-0463167 (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) 2160 Gold Street, P.O. Box 2160, Alviso, CA 95002 (Address of principal executive offices) (Zip Code) (408) 519-9100 (Registrant's telephone number, including area code) Item 5. Other Events. ------------ On February 20, 2001, we amended our Shareholder Rights Plan. The First Amendment to the Rights Agreement with Wells Fargo Shareowner Services as Rights Agent is filed as an exhibit hereto and is incorporated by reference herein. Item 7. Exhibits. -------- 10 First Amendment to Rights Agreement, dated as of February 20, 2001, between TiVo Inc. and Wells Fargo Shareowners Services. SIGNATURE 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. Dated: February 28, 2001 TIVO INC. By: /s/ David H. Courtney --------------------------------------- David H. Courtney CFO & Senior Vice President, Finance & Administration 2 EXHIBIT INDEX 10 First Amendment to Rights Agreement, dated as of February 20, 2001, between TiVo Inc. and Wells Fargo Shareowners Services. 3 EX-10 2 0002.txt FIRST AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 10 FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT, dated as of February 20, 2001 ("First Amendment"), to the Rights Agreement dated as of January 16, 2001 (the "Rights Agreement"), between TiVo Inc., a Delaware corporation (the "Company"), and Wells Fargo Shareowner Services (the "Rights Agent"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement. All section and exhibit references are to sections and exhibits of the Rights Agreement. WHEREAS, pursuant to Section 26, the Company and the Rights Agent may from time to time supplement or amend any provision of the Rights Agreement in accordance with the terms of such Section 26. NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements set forth in this Amendment, the parties hereby amend the Rights Agreement as follows: 1. Section 1.1 is hereby amended and restated in its entirety as follows: "1.1. "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Common Shares of the Company then outstanding but shall not include (i) an Exempt Person or (ii) any Existing Holder, unless and until such time as such Existing Holder shall become the Beneficial Owner of 30.01% or more of the Common Shares of the Company then outstanding; provided that no Existing Holder shall become an "Acquiring Person" due to any acquisition of beneficial ownership or other effect by reason of or due to (i) any acquisition of beneficial or record ownership by AOL and its Affiliates and Associates of securities of the Company pursuant to the terms of any of the Transaction Agreements (as defined in the Stockholders and Registration Rights Agreement by and between the Company and America Online, Inc., dated as of June 9, 2000), as amended from time to time (including, without limitation, the issuance of securities thereunder, the exercise of ongoing securities purchase rights thereunder, the conversion, exercise, antidilution, adjustment, dividend or redemption provisions of the preferred stock and warrants issued thereunder or otherwise) or (ii) any action taken by the Company (including, without limitation, repurchases of securities or dividends on equity securities). "Existing Holder" shall mean America Online, Inc., together with all of its Affiliates and Associates, until such time as America Online, Inc., together with all of its Affiliates and Associates, cease to beneficially own any Common Shares. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% (or, in the case of an Existing Holder, 30%) or more of the Common Shares of the Company then outstanding; provided, however, that if any Person other than an Existing Holder shall become the Beneficial Owner of 15% or more of the Common Shares of the Company 1 then outstanding solely by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of one or more additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person" unless upon becoming the Beneficial Owner of such additional shares of Common Stock such Person does not beneficially own 15% or more of the shares of Common Stock then outstanding. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this Section 1.1, has become such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of Common Stock that would otherwise cause such Person to be an "Acquiring Person" or (B) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement), and without any intention of changing or influencing control of the Company, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this Section 1.1, then such Person shall not be deemed to be or have become an "Acquiring Person" at any time for any purposes of this Agreement. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time (from the adoption of this Agreement and thereafter), including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date of this Agreement, without regard to the 60-day limitation in Rule 13d-3(d)(1)(i). 2. This First Amendment shall be effective as of the date hereof and, except as expressly set forth herein, the Rights Agreement shall remain in full force and effect and be otherwise unaffected hereby. 3. This First Amendment may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all such counterparts shall together constitute one and the same document. [Signature Page Follows] 2 IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first written above. TIVO INC. By /s/ David H. Courtney ---------------------------------------- David H. Courtney CFO & Senior Vice President, Finance & Administration WELLS FARGO SHAREOWNER SERVICES By /s/ Corbin B. Connell ---------------------------------------- Corbin B. Connell Assistant Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----