================================================================================
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: February 13, 2002
(Date of earliest event reported)
TIVO INC.
(exact name of registrant as specified in its charter)
COMMISSION FILE:
Delaware 000-27141 77-0463167
----------------------------- ------------------- ----------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
2160 GOLD STREET
P.O. BOX 2160
ALVISO, CALIFORNIA 95002
(Address of Principal executive offices, including zip code)
(408) 519-9100
--------------
(Registrant's telephone number, including area code)
================================================================================
ITEM 5. OTHER EVENTS
On February 13, 2002, we entered into a common stock purchase agreement which,
under certain circumstances, may allow us to sell to Acqua Wellington North
American Equities Fund, Ltd. up to $19,000,000 of our common stock over the next
14 months. We view this purchase agreement as an auxiliary financing tool with
the potential to provide us with an efficient and flexible mechanism to raise
cash to fund our working capital needs, depending upon the market price of our
common stock and certain other conditions set forth in the purchase agreement.
The purchase agreement provides that any stock we sell pursuant to the purchase
agreement will be sold at a discount to the market price at the time of the sale
of between 3% to 5.4%, unless we agree otherwise with Acqua Wellington. The
amount and timing of each sale of common stock under the purchase agreement will
be at our discretion. The shares of common stock which we may sell pursuant to
the purchase agreement are registered under the Securities Act of 1933 pursuant
to an effective Registration Statement on Form S-3 (File No. 333-53152).
We intend to use the net proceeds from any sales of our common stock under the
purchase agreement for general corporate purposes, which may include funding
research, development, sales and marketing, increasing our working capital,
reducing indebtedness and capital expenditures. Pending the application of the
net proceeds, we expect to invest the proceeds in investment-grade,
interest-bearing securities.
The foregoing description is qualified in its entirety by reference to the terms
of the common stock purchase agreement, dated as of February 13, 2002, by and
between TiVo Inc. and Acqua Wellington North American Equities Fund, Ltd., which
is incorporated herein by reference. The common stock purchase agreement is
filed as Exhibit 10.1 to this current report on Form 8-K.
FORWARD-LOOKING STATEMENTS
This current report on Form 8-K contains forward-looking statements, including
forward-looking statements related to the expected use of proceeds from sales of
our common stock under the purchase agreement. You can identify forward-looking
statements by use of forward-looking terminology such as "believes,"
"anticipates," "expects," "plans," "may," "will," "intends" or the negative of
these words and phrases or similar words or phrases. You can also identify
forward-looking statements by discussions of strategy, plans or intentions. Such
forward-looking statements have known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to be
materially different from any results, performance or achievements expressed or
implied by such forward-looking statements. Actual results could differ
materially from those set forth in such forward-looking statements. Factors that
may cause actual results to differ materially include the "Factors That May
Affect Future Operating Results" and other risks detailed in our Annual Report
on Form 10-K for the period ended December 31, 2000, our Transition Report on
Form 10-K for the period ended January 31, 2001, our Quarterly Report on Form
10-Q for the period ended April 30, 2001, our Quarterly Report on Form 10-Q for
the period ended July 31, 2001 and our Quarterly Report on Form 10-Q for the
period ended October 31, 2001, 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 of this
Current Report.
ITEM 7. EXHIBITS
(c) Exhibits
10.1 Common Stock Purchase Agreement, dated as of February 13,
2002, by and between TiVo Inc. and Acqua Wellington North
American Equities Fund, Ltd.
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 13, 2002 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
Number Description
------ -----------
10.1 Common Stock Purchase Agreement, dated as of February 13, 2002, by
and between TiVo Inc. and Acqua Wellington North American Equities
Fund, Ltd.