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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 24, 2001
(Date of earliest event reported)
TIVO INC.
(exact name of registrant as specified in its charter)
Delaware Commission File: 77-0463167
(State or other jurisdiction 000-27141 (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
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ITEM 5. OTHER EVENTS
As disclosed in our prior filings, America Online, Inc. has the right, under
certain conditions, including our failure to have a positive net cash position
of more than $25 million as measured at the end of each of our fiscal quarters,
to require us to repurchase that number of shares of our Series A convertible
preferred stock held by America Online having a liquidation value equal to the
amount of restricted funds then held in escrow for this purpose, pursuant to an
escrow agreement between us and America Online. The amount of such restricted
funds currently held in such escrow is $48.0 million. With respect to any
repurchase right it may have due to our failure to meet such minimum capital
requirement as of July 31, 2001, America Online has agreed to waive its
repurchase right at such time and instead measure such minimum capital
requirement and have such repurchase right as of August 31, 2001.
In addition, a copy of a press release that we issued today pursuant to Rule
135c of the Securities Act of 1933, as amended, is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements
regarding our business, customers or other factors that may affect future
earnings or financial results. Those 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. These risks and
uncertainties are more fully described in our Annual Report on Form 10-K for
the period ended December 31, 2000, as amended, our Transition Report on Form
10-K for the one-month transition period ended January 31, 2001 and our
Quarterly Report on Form 10-Q for the quarter ended April 30, 2001, each filed
with the Securities and Exchange Commission.
ITEM 7. EXHIBITS
(c) Exhibits
99.1 Press Release
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.
/s/ David H. Courtney
Date: July 24, 2001 By: _________________________________
David H. Courtney
Chief Financial Officer and Sr.
Vice President
of Finance and Administration
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release