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) January 31, 2005

TIVO INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27141	77-0463167
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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.

On January 31, 2005, Marty Yudkovitz resigned as President of our Company. In connection with the resignation, we entered into a General Release and Separation Agreement with Mr. Yudkovitz. Under the General Release and Separation Agreement, we will provide severance benefits to Mr. Yudkovitz consisting of his current salary and benefits for twelve months. He will also receive his yearly and milestone bonuses amounting to a cash payment of $205,000 and the remaining installment payment of his sign-on bonus equaling $18,750. He will also be vested in up to 150,000 previously granted stock options and have the right to exercise them for a period of 90 days in accordance with our 1999 Equity Incentive Plan. Additionally, he will become vested and have the right to exercise 247,905 previously granted stock options for a period of 90 days from February 28, 2005. In exchange for these benefits, Mr. Yudkovitz has released and waived claims he might have against us and will remain with TiVo in a consulting capacity for a period of time.

The foregoing description of Mr. Yudkovitz’s General Release and Separation Agreement is qualified in its entirety by reference to the provisions of the General Release and Separation Agreement that will be filed as an exhibit with the Company’s Form 10-K for the year ending January 31, 2005.

ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On January 31, 2005, we announced that Marty Yudkovitz has resigned as President of the Company, effective today.

ITEM 9.01. Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press release of TiVo Inc., dated February 1, 2005.

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: February 1, 2005	By:	/s/ David H. Courtney
		David H. Courtney
		Chief Financial Officer and Executive Vice President, Worldwide Operations and Administration
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of TiVo Inc., dated February 1, 2005.

EX-99.1

Exhibit 99.1

Contacts:	Kathryn Kelly	Ed Lockwood
	TiVo Inc.	TiVo Inc.
	(408) 519-9245	(408) 519-9345
	kkelly@tivo.com	ir@tivo.com

TIVO ANNOUNCES RESIGNATION OF MARTY YUDKOVITZ, PRESIDENT

ALVISO, Calif. – Feb. 1, 2005 – TiVo Inc. (NASDAQ: TIVO), the creator of and a leader in television services for digital video recorders (DVRs), announced today that Marty Yudkovitz has resigned as president of the company. He will remain with TiVo in a consulting capacity on certain continuing matters for a period of time. Marty has been president of the company since May of 2003.

“When I joined TiVo I planned to move my family to California, but as the demands of my role grew, the need to spend even more time on both coasts grew as well, requiring a heavy commute no matter where I lived,” Yudkovitz said. “I’ve chosen instead to find the most logical time to resign as president and re-acquaint myself with my wife and kids.”

“I’m sorry to see Marty leave TiVo,” stated Mike Ramsay, chairman and CEO of TiVo. “Marty has achieved a tremendous amount in his time with the company, particularly with the television and advertising industries. Given how far we’ve come, we agreed that now seemed a good time if Marty wanted to transition out of his full-time role as president.”

Yudkovitz’s resignation was effective Monday, January 31, 2005.

About TiVo Inc.

Founded in 1997, TiVo (NASDAQ: TIVO), a pioneer in home entertainment, created a brand new category of products with the development of the first digital video recorder (DVR). Today, the company continues to revolutionize the way consumers watch and access home entertainment by making TiVo the focal point of the digital living room, a center for sharing and experiencing television, music, photos and other content. TiVo connects consumers to the digital entertainment they want, where and when they want it. The company is based in Alviso, Calif.

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, TiVo’s business, services, business development, strategy, customers or other factors that may affect future earnings or financial results. 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 “Factors That May Affect Future Operating Results.” More information on potential factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004, and the Quarterly Reports on Form 10Q for the period(s) ended April 30, 2004, July 31, 2004, October 31, 2004, filed with the Securities and Exchange Commission. We caution 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.

TiVo and the TiVo Logo are registered trademarks of TiVo Inc. in the United States and other jurisdictions. All rights reserved.

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