8-K

UNITED STATES

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): June 6, 2013

_______________________

TIVO INC.

(Exact name of registrant as specified in its charter)

_______________________

Delaware	000-27141	77-0463167
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2160 Gold Street,
Alviso, California	95002
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (408)519-9100

(Former name or former address, if changed since last report.)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

Settlement and Patent License Agreements

On June 6, 2013, TiVo Inc. (“TiVo”) entered into an agreement  (the “Agreement”) with ARRIS Group, Inc. (“Arris”) (owner of General Instrument Corporation, formerly a subsidiary of Motorola Mobility, Inc.), Cisco Systems, Inc. (“Cisco”), and Google Inc. (“Google”) (owner of Motorola Mobility, LLC formerly Motorola Mobility, Inc.), pursuant to which the parties have agreed to settle and dismiss all outstanding litigation between them, including Time Warner Cable, (as described in TiVo's periodic reports filed with the Securities and Exchange Commission (the "Commission")), provide licenses to certain patents between the parties, and release patent infringement claims between the parties with respect to all outstanding litigation in exchange for a monetary payment to TiVo by Google and Cisco.  Pursuant to the Agreement, TiVo will enter into settlement and patent license agreements with Arris, Cisco and Google.        

Under the terms of the Agreement, TiVo will be paid a single lump sum of $490,000,000 upon execution of the settlement and patent license agreements with Arris, Cisco and Google.

Pursuant to the Agreement, TiVo has agreed to grant Arris a limited license to TiVo's US Patent Nos.: 6,233,389; 7,529,465; 6,792,195; and 7,493,015 (the “TiVo patents-in-suit”). Furthermore, TiVo, on the one hand, and Google and Cisco, each separately on the other hand, have agreed to a license to the patents-in-suit and a limited cross-license to all other patents and patent applications of each party applicable to the video field (as defined in the Agreement), subject to certain limitations and exclusions applicable to each party as well as cross-covenants not to sue the other party for infringement of any other patents for a period of five years.

The agreement with Google will expire on July 31, 2018. The agreement with Cisco will expire ten years from its effective date. The agreement with Arris will expire on the date of the expiration of the last to expire of the TiVo patents-in-suit.

Similar to prior settlements, the timing of TiVo's revenue recognition for the settlement payment will differ from its receipt of the cash payment. During its current quarter, TiVo expects that it will recognize a portion of the lump sum payment as consideration for past damages with the remaining amount to be recognized as licensing revenue in future periods over the duration of the licenses granted.

The foregoing description of the agreements is qualified in its entirety by reference to the full text of the settlement and patent license agreements with Arris, Cisco and Google which will be filed with the Commission as exhibits to the TiVo's Form 10-Q for the quarter ending July 31, 2013 and are incorporated by reference herein. TiVo intends to seek confidential treatment of certain terms of the agreements in connection with its filing in accordance with the procedures of the Commission.

This current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, the receipt of money in connection with the settlement of its patent litigation with Arris, Cisco, Time Warner Cable, and Google, TiVo's expectations that its revenue recognition for the settlement payments will differ from its receipt of cash payments and that TiVo expects to recognize a portion of the lump sum payment as consideration for past damages and the rest as license revenue in future periods over the duration of the licenses granted. Forward-looking statements generally can be identified by the use of forward-looking terminology such as, "believe," "expect," "may," "will," "intend," "estimate," "continue," or similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include delays in development, competitive service offerings and lack of market acceptance, as well as the other potential factors described under "Risk Factors" in TiVo's public reports filed with the Securities and Exchange Commission, including TiVo's Annual Report on Form 10-K for the fiscal year ended January 31, 2013, as amended, our Quarterly Reports on Form 10-Q for the period ended April 30, 2013 and Current Reports on Form 8-K. TiVo cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. TiVo disclaims any obligation to update these forward-looking statements.

ITEM 7.01. Regulation FD Disclosure.

A copy of the press release issued by TiVo on June 7, 2013 regarding the settlement and patent license agreements described in this report as well as the announcement that TiVo's Board of Directors approved an extension and increase in TiVo's stock repurchase program is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release that is an exhibit to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

ITEM 9.01. Financial Statements and Exhibits.

(d)           The following exhibits are included with this Report:

Exhibit No.	Description
99.1	Press Release of TiVo Announcing Settlement and Patent License Agreements with Arris, Cisco, Time Warner Cable, and Google and the increase of TiVo's stock repurchase program, issued on June 7, 2013.

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: June 6, 2013	By:	/s/ Naveen Chopra
		Naveen Chopra
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of TiVo Announcing Settlement and Patent License Agreements with Arris, Cisco, Time Warner Cable, and Google and the increase of TiVo's stock repurchase program, issued on June 7, 2013.

EX-99.1

Exhibit 99.1

Contacts:	Investor Relations	Media Relations
	Derrick Nueman	Steve Wymer
	408-519-9677	408-519-9254
	dnueman@tivo.com	swymer@tivo.com

TiVo Announces Settlement of Patent Litigation and Doubling of Stock Repurchase Authorization

Settles patent litigation with Cisco, Motorola and Time Warner Cable for $490 million

Brings aggregate awards and settlements from intellectual property actions to roughly $1.6 billion

Increases stock repurchase authorization to $200 million with plans to increase size of current 10b5-1 plan

SAN JOSE, CA -- 06/07/2013 -- TiVo Inc. (NASDAQ: TIVO) announced today that it has settled its pending patent litigation with Motorola (now owned by Google and Arris), Cisco and Time Warner Cable and that TiVo has agreed to enter into certain patent licensing arrangements with Arris, Cisco and Google. As part of the settlement, Google and Cisco will pay TiVo an upfront lump-sum payment of $490 million, bringing the total from awards and settlements related to the use of certain TiVo intellectual property to roughly $1.6 billion.

In conjunction with approving the terms of the settlement, TiVo's board of directors also approved a major expansion of TiVo's stock repurchase authorization. The board's action doubles the size of the authorization from $100 million to $200 million and extends the stock repurchase plan for an additional two years until August 29, 2015. Additionally, TiVo intends to increase the size of its 10b5-1 trading plan significantly as a result. This will allow TiVo to build on the almost $57 million worth of equity acquired through open market purchases and from tax withholdings on employee restricted share vesting since the time the board of directors first authorized the $100 million stock repurchase plan. This increased and extended repurchase authorization means TiVo will have over $160 million of unused stock repurchase authorization.

"We are pleased to reach an agreement that brings our pending litigation to an end and further underscores the significant value our distribution partners derive from TiVo's technological innovations and our shareholders derive from our investments in protecting TiVo's intellectual property," said Tom Rogers, CEO and President of TiVo. "Further, this settlement significantly enhances our already strong balance sheet, bringing our cash position to over $1 billion before inclusion of future expected payments of at least $400 million from prior settlements. We intend to use our significant capital resources to drive shareholder value, including more aggressively returning capital to shareholders under our newly increased share repurchase authorization and we will be increasing the size of our 10B5-1 trading plan as soon as permissible.”

Mr. Rogers added, “Importantly, we just recently closed one of our best quarters ever in terms of subscription growth, driven by a number of our existing operator deals in the U.S. and abroad that are now fully up and running. As a result, we delivered our highest gross margin ever and solid MSO revenue growth of 98% year-over-year, and we expect this MSO revenue growth will continue as we roll out additional deployments. So, as we look out beyond today's important settlement we believe our core operating business will continue to drive growth to both the top and bottom line.”

As part of the settlement, TiVo and Motorola, Cisco, and Time Warner Cable agreed to dismiss all pending litigation between the companies. TiVo will recognize a portion of the payment as past damages during the second quarter and the remainder over time. The company intends to provide additional details regarding the timing of revenue recognition in its second quarter fiscal year 2014 earnings report. Further, as a result of this settlement,

TiVo expects net income and Adjusted EBITDA to benefit from lower litigation spend in the remainder of its fiscal year ending January 31, 2014 and beyond.

About TiVo Inc.

Founded in 1997, TiVo Inc. (NASDAQ: TIVO) developed the first commercially available digital video recorder (DVR). TiVo offers the TiVo service and TiVo DVRs directly to consumers online at www.TiVo.com and through third-party retailers. TiVo also distributes its technology and services through solutions tailored for cable, satellite and broadcasting companies. Since its founding, TiVo has evolved into the ultimate single solution media center by combining its patented DVR technologies and universal cable box capabilities with the ability to aggregate, search, and deliver millions of pieces of broadband, cable, and broadcast content directly to the television. An economical, one-stop-shop for in-home entertainment, TiVo's intuitive functionality and ease of use puts viewers in control by enabling them to effortlessly navigate the best digital entertainment content available through one box, with one remote, and one user interface, delivering the most dynamic user experience on the market today. TiVo also continues to weave itself into the fabric of the media industry by providing interactive advertising solutions and audience research and measurement ratings services to the television industry. More information at: www.TiVo.com.

TiVo and the TiVo Logo are trademarks or registered trademarks of TiVo Inc. or its subsidiaries worldwide. ©2013 TiVo Inc. All rights reserved. All other trademarks are the property of their respective owners.

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, the payment of $490,000,000 by Motorola and Cisco pursuant to the settlement agreement, future increase in the amount of stock repurchases pursuant to TiVo's 10b5-1 plan, TiVo's plans to drive increased shareholder value including more aggressively returning capital through increased stock repurchases, future increases in MSO revenue growth, future improvements in both TiVo's revenue and net income (loss), TiVo's expected revenue recognition of the settlement award and its plans to provide further details at its second quarter earnings call, and TiVo's expectation that net income and AEBITDA will benefit from lower litigation expenses in the remainder of fiscal year ending January 31, 2014. Forward-looking statements generally can be identified by the use of forward-looking terminology such as, "believe," "expect," "may," "will," "intend," "estimate," "continue," or similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include delays in development, competitive service offerings and lack of market acceptance, as well as the other potential factors described under "Risk Factors" in TiVo's public reports filed with the Securities and Exchange Commission, including TiVo's Annual Report on Form 10-K for the fiscal year ended January 31, 2013 and Current Reports on Form 8-K. TiVo cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. TiVo disclaims any obligation to update these forward-looking statements.