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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount of Shares to be Registered (1)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate Offering Price (3)
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Amount of Registration Fee
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Common Stock, $0.001 par value per share
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2,000,000
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$
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10.39
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$
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20,780,000
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$
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2,092.55
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Preferred Stock Purchase Rights
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(4)
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(4)
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(4)
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(4)
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(1) This registration statement shall also cover any additional shares of common stock which become issuable under the TiVo Inc. 1999 Employee Stock Purchase Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) using the average of the high ($10.44) and low ($10.33) sale prices for the Registrant's common stock, par value $0.001, per share, reported by the Nasdaq Global Market on July 18, 2016.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act.
(4) Each share of common stock includes a right to purchase one one-hundredth of a share of the Registrant's Series B Junior Participating Preferred Stock, par value $0.001 per share. The rights to purchase shares of the Registrant's Series B Junior Participating Preferred Stock are attached to and trade with the shares of the Registrant's common stock being registered hereby. Value attributed to such rights, if any, is reflected in the market price of the Registrant's common stock.
REGISTRATION OF ADDITIONAL SECURITIES
We filed with the Securities and Exchange Commission the following registration statements on Form S-8 relating to shares of our common stock, par value $0.001 per share, to be offered and sold under our Amended & Restated 1999 Employee Stock Purchase Plan (the “Plan”), and the contents of the following prior registration statements are incorporated by reference in this registration statement: Registration Statement on Form S-8 filed January 13, 2000 (File No. 333-94629), Registration Statement on Form S-8 filed September 17, 2001 (File No. 333-69512), Registration Statement on Form S-8 filed November 6, 2002 (File No. 333-101045), Registration Statement on Form S-8 filed February 13, 2004 (File No. 333-112838), Registration Statement on Form S-8 filed July 13, 2006 (File No. 333-135754), Registration Statement on Form S-8 filed October 29, 2007 (File No. 333-146998), Registration Statement on Form S-8 filed August 25, 2008 (File No. 333-153178) and Registration Statement on Form S-8 filed September 4, 2012 (File No. 333-183692). We are hereby registering 2,000,000 shares of our common stock, par value $0.001 per share, issuable under the Plan.
INCORPORATION BY REFERENCE
This registration statement incorporates by reference the documents set forth below that we have previously filed with the Securities and Exchange Commission:
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Registration Statement on Form S-8 filed January 13, 2000 (File No. 333-94629);
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Registration Statement on Form S-8 filed September 17, 2001 (File No. 333-69512);
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Registration Statement on Form S-8 filed November 6, 2002 (File No. 333-101045);
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Registration Statement on Form S-8 filed February 13, 2004 (File No. 333-112838);
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Registration Statement on Form S-8 filed July 13, 2006 (File No. 333-135754);
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Registration Statement on Form S-8 filed October 29, 2007 (File No. 333-146998);
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Registration Statement on Form S-8 filed August 25, 2008 (File No. 333-153178);
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Registration Statement on Form S-8 filed September 4, 2012 (File No. 333-183692);
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Annual Report on Form 10-K for the year ended January 31, 2016 filed with the Securities and Exchange Commission on March 23, 2016, including information specifically incorporated by reference into the Form 10-K from our definitive proxy statement for our 2016 Annual Meeting of Stockholders;
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Quarterly Reports on Form 10-Q for the quarter ended April 30, 2012 filed with the Securities and Exchange Commission on May 31, 2016;
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Current Reports on Form 8-K, filed on January 12, 2016; March 1, 2016; March 2, 2016; March 30, 2016; April 29, 2016; May 4, 2016; May 31, 2016; July 11, 2016; July 13, 2016; and July 20, 2016; and
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The description of our common stock contained in our Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on August 25, 1999.
We are also incorporating by reference all other reports that we file with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and until we file a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.
Item 8. Exhibits
The following exhibits are filed as part of this registration statement.
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5.1
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Opinion of Skadden, Arps, Slate, Meagher, & Flom LLP (filed hereto).
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10.1
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TiVo Inc. Amended & Restated 1999 Employee Stock Purchase Plan (filed hereto).
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23.1
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Consent of Skadden, Arps, Slate, Meagher, & Flom LLP (included in Exhibit 5.1 hereto).
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23.2
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Consent of KPMG LLP, Independent Registered Public Accounting Firm (filed hereto).
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24.1
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Power of Attorney (included on the signature page to this Registration Statement).
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