General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 23± 120K
2: EX-1 Joint Agreement 1 10K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 25± 103K
Liquidation or Succession -- seriesg
4: EX-3 Sixth Amendment 28± 124K
5: EX-4 Instrument Defining the Rights of Security Holders 14± 60K
6: EX-5 Opinion re: Legality 28± 118K
7: EX-6 Registration Rights Agreement 20± 78K
8: EX-7 EX-7 - Letter Agreement 1 10K
9: EX-8 Opinion re: Tax Matters 9± 40K
10: EX-9 Warrant Agreement 46± 197K
11: EX-10 5 Yr. Warrant Agreement 47± 200K
12: EX-11 Statement re: Computation of Earnings Per Share 43± 187K
13: EX-12 Indenture 98± 410K
14: EX-13 Note 13± 52K
15: EX-14 EX-14 - Five Year Warrant 9± 39K
16: EX-15 One Year Warrant 10± 41K
17: EX-16 5 Year Terminable Warrant 9± 40K
18: EX-17 Nominee Agreement 2± 12K
EX-13 — Note
Exhibit 13
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
TRANSFER ON THE REVERSE OF THIS SECURITY), (3) TO A PERSON THAT IS AN
ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED
BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO
THE INDENTURE GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRUSTEE
AND/OR THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE
TRANSFEREE TO THE ISSUER AND THE TRUSTEE AND/OR THE TRANSFER AGENT, (4)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF
APPLICABLE) UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (6) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE
HOLDER HEREOF AGREES THAT, PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE
ISSUER AND THE TRUSTEE AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS
(OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND
OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY
TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS
AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER
HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR
AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND
AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR
AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING
THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY
BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION
FROM REGISTRATION UNDER THE 1933 ACT.
TIVO INC.
7% Convertible Senior Notes due 2006
No. CSN-17 $10,000,000.00
CUSIP No. 888706 AB 4
TiVo Inc., a corporation duly organized and validly existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to National
broadcasting company, inc., or registered assigns, the principal sum of ten
million Dollars ($10,000,000.00) on August 15, 2006 and to pay interest on
said principal sum semi-annually on August 15 and February 15 of each year,
commencing February 15, 2002 at the rate per annum specified in the title
of this Note, accrued from August 24, 2001. The interest so payable on any
August 15 or February 15 will be paid to the person in whose name this Note
(or one or more Predecessor Notes) is registered at the close of business
on the record date, which shall be the August 1 or February 1 (whether or
not a Business Day) next preceding such August 15 or February 15,
respectively; provided that any such interest not punctually paid or duly
provided for shall be payable as provided in the Indenture. Payment of the
principal of and interest accrued on this Note (including Liquidated
Damages, if any) shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New
York, or at any other office or agency permitted by the Indenture, in such
lawful money of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts; provided
further, however, that, with respect to any holder of Notes with an
aggregate principal amount equal to or in excess of $500,000, at the
request of such holder in writing to the Company, interest on such holder's
Notes shall be paid by wire transfer in immediately available funds in
accordance with the written wire transfer instruction supplied by such
holder from time to time to the Trustee and paying agent (if different from
the Trustee) at least two days prior to the applicable record date.
Reference is made to the further provisions of this Note set forth
on the reverse hereof, including, without limitation, provisions giving the
holder of this Note the right to convert this Note into Common Stock of the
Company on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set
forth at this place.
This Note shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in
accordance with and governed by the laws of said State, including, without
limitation, Section 5-1401 of the New York General Obligations Law.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent under the
Indenture.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.
TIVO INC.
By: /s/ Michael Ramsay
---------------------------
Name: Michael Ramsay
Title: President and Chief
Executive Officer
Attest:
By: /s/ David H. Courtney
--------------------------
Name: David H. Courtney
Title: Senior Vice President, Finance
and Administration and Chief Financial Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK,
as Trustee, certifies that this is one of the Notes
described in the within-named Indenture.
Dated: August 28, 2001
By: /s/ Michael Pitfick
--------------------------
Authorized Signatory
[REVERSE OF NOTE]
TIVO INC.
7% Convertible Senior Note Due 2006
This Note is one of a duly authorized issue of Notes of the
Company, designated as its 7% Convertible Senior Notes due 2006 (herein
called the "Notes"), limited to the aggregate principal amount of
$51,750,000 all issued or to be issued under and pursuant to an Indenture
dated as of August 28, 2001 (herein called the "Indenture"), between the
Company and The Bank of New York, (herein called the "Trustee"), to which
the Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the
holders of the Notes. All capitalized terms used herein without definition
shall have the meaning set forth in the Indenture.
In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of, premium, if any, and
accrued interest on all Notes may be declared, and upon said declaration
shall become, due and payable, in the manner, with the effect and subject
to the conditions provided in the Indenture. Liquidated damages paid
pursuant to Section 15.2 of the Indenture, if any, shall be paid within ten
(10) Business Days of the date from which such liquidated damages accrued
pursuant to Section 15.2. Liquidated Damages on the Notes paid pursuant to
Section 3(e) of the Registration Rights Agreement, if any, shall be paid at
the times and in the manner provided therein.
The Indenture contains provisions permitting the Company and the
Trustee in certain limited circumstances, without the consent of the
holders of the Notes, and in other circumstances, with the consent of the
holders of not less than a majority in aggregate principal amount of the
Notes at the time outstanding, evidenced as in the Indenture provided, to
execute amendments to the Indenture or supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes; provided, however,
that no such amendment or supplemental indenture shall (i) extend the fixed
maturity of any Note, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof or premium, if
any, thereon, or reduce any amount payable on redemption or repurchase
thereof, impair, or change in any respect adverse to the holder of Notes,
the obligation of the Company to repurchase any Note at the option of the
holder upon the happening of a Repurchase Event, or impair or adversely
affect the right of any Noteholder to institute suit for the payment
thereof, or change the currency in which the Notes are payable, or impair
or change in any respect adverse to the Noteholders the right to convert
the Notes into Common Stock subject to the terms set forth in the
Indenture, including Section 15.6 thereof, or subordinate in right of
payment the Notes to any other Indebtedness, without the consent of the
holder of each Note so affected, or (ii) reduce the aforesaid percentage of
Notes, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Notes
then outstanding.
It is also provided in the Indenture that the holders of not less
than a majority in aggregate principal amount of the Notes at the time
outstanding may on behalf of the holders of all of the Notes waive any past
default or Event of Default under the Indenture and its consequences except
(i) a default in the payment of interest or premium, if any, on, or the
principal of, the Notes when due, (ii) a failure by the Company to convert
any Notes into Common Stock or (iii) a default in respect of a covenant or
provisions of the Indenture which under Article XI thereof cannot be
modified or amended without the consent of the holders of all Notes then
outstanding. Any such consent or waiver by the holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon
such holder and upon all future holders and owners of this Note and any
Notes which may be issued in exchange or substitution hereof, irrespective
of whether any notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note as and when the same shall become due and payable in
accordance with the terms herein.
Interest on the Notes shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.
The Notes are issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. At
the office or agency of the Company referred to on the face hereof, and in
the manner and subject to the limitations provided in the Indenture,
without payment of any service charge but with payment of a sum sufficient
to cover any tax, assessments or other governmental charges that may be
imposed in connection with any registration or exchange of Notes, Notes may
be exchanged for a like aggregate principal amount of Notes of other
authorized denominations.
The Company may, at its option, redeem all or any part of the
Notes on any date prior to maturity, upon mailing a notice of such
redemption, and at a redemption price equal to $1,000 per $1,000 principal
amount of the Notes to be redeemed, plus accrued and unpaid interest, if
any, to, but excluding, the date of redemption, provided, however, that,
prior to August 28, 2004, the Company shall only have such right of
redemption if (1) the Closing Price per share of the Company's Common Stock
has exceeded 200% of the Conversion Price then in effect (not including the
effect of any adjustment to the Conversion Price made pursuant to Section
15.11 of the Indenture) for at least 20 Trading Days within a period of 30
consecutive Trading Days, and (2) within 10 days following the
Determination Period, the Company mails to holders the notice required
pursuant to Section 3.2 (the date of such notice, the "Notice Date"), and
provided, further, that, prior to the last date on which the shelf
registration statement covering resales of the Notes and the Common Stock
issuable upon conversion of the Notes is required to remain effective
pursuant to the Registration Rights Agreement, such shelf registration
statement is effective and available for use at all times during the period
beginning 30 days prior to the Notice Date and ending on the earlier of the
redemption date or the last date on which the Shelf Registration Statement
is required to remain effective and available pursuant to the Registration
Rights Agreement, and is expected to remain effective and available for use
until the earlier of 30 days following the redemption date or the last date
on which the Shelf Registration Statement is required to remain effective
pursuant to the Registration Rights Agreement. If the Company exercises
such right of redemption prior to August 28, 2002, the Company shall make
an additional payment in cash to holders of the redeemed Notes with respect
to the Notes called for redemption, in an amount equal to $70 per each
$1,000 principal amount of the Note, less the amount of any interest
actually paid on such Notes prior to the date of notice of redemption is
mailed. The Company shall make this additional payment on all Notes called
for redemption prior to August 28, 2002, including any Notes converted
after the date the notice of redemption is mailed and before the
provisional redemption date.
If such notice of redemption has been given as provided in the
Indenture, the Notes or portion of Notes called for redemption shall,
unless converted into Common Stock pursuant to the terms of the Indenture,
become due and payable on the date and at the place or places stated in
such notice at the applicable redemption price, together with the
Provisional Payment, if any, and interest accrued to, but excluding, the
date fixed for redemption, and on and after such date (unless the Company
shall default in the payment of such Notes at the redemption price,
together with the Provisional Payment, if any, and interest accrued to, but
excluding, said date) interest on the Notes or portion of Notes so called
for redemption shall cease to accrue and such Notes shall cease after the
close of business on the Business Day next preceding the date fixed for
redemption to be convertible into Common Stock and, except as provided in
Sections 8.5 and 13.4 of the Indenture, to be entitled to any benefit or
security under the Indenture, and the holders of such Notes shall have no
right in respect of such Notes except the right to receive the redemption
price and unpaid interest to, but excluding, the date fixed for redemption.
On presentation and surrender of such Notes at a place of payment specified
in such notice, such Notes or the specified portions thereof to be redeemed
shall be paid and redeemed by the Company at the applicable redemption
price, together with the Provisional Payment, if any, and interest accrued
thereon to, but excluding, the date fixed for redemption; provided that, if
the applicable redemption date is an interest payment date, the semi-annual
payment of interest becoming due on such date shall be payable to the
holders of such Notes registered as such on the relevant record date
subject to the terms and provisions of Section 2.3 of the Indenture.
The Notes are not subject to redemption through the operation of
any sinking fund.
Upon the occurrence of a "Repurchase Event," the Noteholder has
the right, at such holder's option, to require the Company to repurchase
all or any portion of such holder's Notes on the 40th calendar day (or, if
such 40th day is not a Business Day, the next succeeding Business Day)
after notice of such Repurchase Event at a price equal to 110% of the
principal amount of the Notes such holder elects to require the Company to
repurchase, together, in each case, with accrued interest to the date fixed
for repurchase; provided that if such repurchase date is August 15 or
February 15, then the interest payable on such date shall be paid to the
holder of record of the Note on the next preceding August 15 or February
15, respectively. The Company or, at the written request of the Company,
the Trustee shall mail to all holders of record of the Notes a notice of
the occurrence of a Repurchase Event and of the repurchase right arising as
a result thereof on or before the tenth (10th) calendar day after the
occurrence of such Repurchase Event. If a redemption date pursuant to
Article III of the Indenture shall occur prior to any repurchase date
established pursuant to a Company Notice under Section 16.2 of the
Indenture, provided that the Company shall have deposited or set aside an
amount of money sufficient to redeem such Notes as set forth in Section 3.2
of the Indenture on or before such repurchase date, all such Notes shall be
redeemed pursuant to Article III of the Indenture and the repurchase rights
under Article XVI of the Indenture shall have no effect.
Subject to the provisions of the Indenture, the holder hereof has
the right, at its option, at any time following the date of original
issuance of the Notes and prior to the close of business on August 15,
2006, (except that, with respect to any Note or portion of a Note that
shall be called for redemption, such right shall terminate, except as
otherwise provided in the Indenture, at the close of business on the
Business Day next preceding the date fixed for redemption unless the
Company shall default in payment due upon redemption), to convert the
principal hereof or any portion of such principal which is $1,000 or an
integral multiple thereof, into that number of fully paid and
non-assessable shares of the Company's Common Stock, as said shares shall
be constituted at the date of conversion, obtained by dividing the
principal amount of this Note or portion thereof to be converted by the
conversion price of $6.73 or such conversion price as adjusted from time to
time as provided in the Indenture, upon surrender of this Note, together
with a conversion notice as provided in the Indenture and this Note, to the
Company at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, or at any other office
or agency permitted by the Indenture, and, unless the shares issuable on
conversion are to be issued in the same name as this Note, duly endorsed
by, or accompanied by instruments of transfer in form satisfactory to the
Company duly executed by, the holder or by his duly authorized attorney.
Copies of such notice shall also be sent via facsimile to the Company,
attention General Counsel ((650) 519-5333) and Latham & Watkins, attention
John Donohue ((650) 463-2600). The Company shall pay in cash, on this Note
or portion thereof surrendered for conversion during the period from the
close of business on any interest payment date to which interest has been
fully paid through the close of business on the Business Day preceding the
record date for the next such interest payment date, accrued and unpaid
interest, if any, to, but excluding, the date of conversion. Any such
payment of interest shall be made with ten (10) Business Days after the
Conversion Date. Notwithstanding the foregoing, if this Note shall be
surrendered for conversion during the period from the close of business on
any record date for any interest payment date through the close of business
on the Business Day next preceding such interest payment date, this Note
(unless the Note or the portion thereof being converted shall have been
called for redemption pursuant to a redemption notice mailed to the
Noteholders in accordance with Section 3.2 of the Indenture or shall have
become due prior to such interest payment date as a result of a Repurchase
Event) must be accompanied by payment in New York Clearing House funds or
other funds acceptable to the Company, of an amount equal to the interest
otherwise payable on such interest payment date on the principal amount
being converted; provided, however, that no such payment need be made if
there shall exist at the time of conversion a default in the payment of
interest on the Notes. No fractional shares of Common Stock will be issued
upon any conversion, but an adjustment in cash will be paid to the holder,
as provided in the Indenture, in respect of any fraction of a share which
would otherwise be issuable upon the surrender of any Note or Notes for
conversion.
In addition to any adjustments to the Conversion Price required to
be made pursuant to Section 15.5 of the Indenture, the Conversion Price (1)
shall be adjusted on the date which is the earlier of (A) the date by which
the Company is required to have had the Shelf Registration Statement
declared effective by the Securities and Exchange Commission or be subject
to Liquidated Damages under the Registration Rights Agreement or (B) two
calendar days after the date on which the Commission declares effective the
Shelf Registration Statement (the earlier of such date, the "Registration
Date"), if the Current Market Price on the Registration Date is less than
the Conversion Price otherwise in effect on the Registration Date, to the
greater of such Current Market Price or 75% of the Benchmark Price and (2)
shall be adjusted on August 23, 2002 (the "August 23, 2002 Date" and,
together with the Registration Date, the "Adjustment Date"), if the Current
Market Price on the August 23, 2002 Date is less than the Conversion Price
otherwise in effect on the August 23, 2002 Date, to the greater of such
Current Market Price or 75% of the Benchmark Price, which Benchmark Price
is subject to adjustment as provided in the Indenture.
In addition to any adjustment to the Conversion Price required to
be made pursuant to Section 15.5, Section 15.6 or Section 15.11(a) of the
Indenture, the Conversion Price shall be adjusted in accordance with
Section 15.11(b) of the Indenture.
In connection with any redemption of Notes, the Company may
arrange for the purchase and conversion of any Notes not converted prior to
the expiration of such conversion right by an agreement with one or more
investment bankers or other purchasers to purchase such Notes by paying to
the Trustee in trust for the Noteholders, on or before the date fixed for
redemption, an amount not less than the applicable redemption price,
together with the Provisional Payment, if any, and interest accrued to the
date fixed for redemption, of such Notes.
Upon due presentment for registration of transfer of this Note and
any other documents as may be required to be delivered by the Indenture at
the office or agency of the Company in the Borough of Manhattan, The City
of New York, or at any other office or agency permitted by the Indenture, a
new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange thereof,
subject to the requirements and limitations provided in the Indenture,
without charge except for any tax or other governmental charge imposed in
connection therewith.
The Company, the Trustee, any authenticating agent, any paying
agent, any conversion agent and any Note registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment hereof
(including Liquidated Damages to the extent accrued but unpaid), or on
account hereof, for the conversion hereof and for all other purposes; and
neither the Company nor the Trustee nor any other authenticating agent nor
any paying agent nor any other conversion agent nor any Note registrar
shall be affected by any notice to the contrary. All such payments so made
to, or upon the order of, such registered holder for the time being shall
be valid, and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for monies payable on this Note.
No recourse for the payment of the principal of or any premium or
interest on this Note (including Liquidated Damages, if any), or for any
claim based hereon or otherwise in respect hereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in the Indenture
or any indenture supplemental thereto or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, director or
subsidiary, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.
ABBREVIATIONS
The following abbreviations, when used in the inscription of the
face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
Custodian
------------------------
(Cust)
TEN ENT - as tenants by the entireties -------------------------
(Minor)
JT TEN - as joint tenants with right
of survivorship and Uniform Gifts to Minors Act___________
not as tenants in common (State)
Additional abbreviations may also be used
though not in the above list.
[FORM OF CONVERSION NOTICE]
To: TiVo Inc.
The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion hereof (which is
$1,000 principal amount or an integral multiple thereof) below designated,
into shares of Common Stock in accordance with the terms of the Indenture
referred to in this Note, and directs that the shares issuable and
deliverable upon such conversion, together with any check in payment for
fractional shares and any Notes representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below. If shares or any portion
of this Note not converted are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto. Any amount required to be paid by the undersigned on
account of interest accompanies this Note.
Principal amount to be converted
(if less than all): $______,000
Dated: ________________________
--------------------------------
--------------------------------
Signature(s)
-------------------------------
Signature Guarantee
Signature(s) must be guaranteed by an
eligible Guarantor Institution (banks,
stock brokers, savings and loan
associations and credit unions) with
membership in an approved signature
guarantee medallion program pursuant to
Securities and Exchange Commission Rule
17Ad-15 if shares of Common Stock are to
be issued, or Notes to be delivered,
other than to and in the name of the
registered holder.
This form must be delivered to the Trustee at the Corporate Trust Office,
which initially shall be 101 Barclay Street, Floor 21W, New York, N.Y.
10286, Attention: Corporate Trust Administration. Copies of this form must
be sent by facsimile to TiVo Inc., attention General Counsel ((650)
519-5333) and Latham & Watkins, attention John Donohue ((650) 463-2600).
1. COMMON STOCK AND/OR CHECK TO BE ISSUED TO:
IF IN CERTIFICATED FORM (Common Stock or Notes:
Social Security Number or identifying number:______________________
Name:
-----------------------------------------------------------
Street Address:
-------------------------------------------------
City, State and Zip Code:
---------------------------------------
IF IN BOOK-ENTRY FORM THROUGH DTC:
ACCOUNT NUMBER:
-------------------------------------------------
ACCOUNT NAME:
---------------------------------------------------
REMAINING UNCONVERTED PRINCIPAL AMOUNT OF NOTES TO BE ISSUED IN
CERTIFICATED FORM TO:
Social Security Number or identifying number:_____________________
Name:
-----------------------------------------------------------
Street Address:
-------------------------------------------------
City, State and Zip Code:
---------------------------------------
[FORM OF OPTION TO ELECT REPAYMENT
UPON A REPURCHASE EVENT]
To: TiVo Inc.
The undersigned registered owner of this Note hereby acknowledges
receipt of a notice from TiVo Inc. (the "Company") as to the occurrence of
a Repurchase Event with respect to the Company and requests and instructs
the Company to repay the entire principal amount of this Note, or the
portion thereof (which is $1,000 principal amount or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Note, together with accrued interest (including
Liquidated Damages, if any) to, but excluding, such date, to the registered
holder hereof.
Dated: ________________________
-----------------------------------
-----------------------------------
Signature(s)
-----------------------------------
Social Security or Other Taxpayer
Identification Number
Principal amount to be repaid (if
less than all): $______,000
NOTICE: The above signatures of
the holder(s) hereof must
correspond with the name as
written upon the face of the
Note in every particular
without alteration or
enlargement or any change
whatever.
[FORM OF ASSIGNMENT AND TRANSFER]
For value received ____________________________ hereby sell(s),
assign(s) and transfer(s) unto _________________ (Please insert social
security or Taxpayer Identification Number of assignee) the within Note,
and hereby irrevocably constitutes and appoints ________ _____________
attorney to transfer the said Note on the books of the Company, with full
power of substitution in the premises.
In connection with any transfer of the within Note occurring
within two years (or such shorter holding period required under Rule 144(k)
of the Securities Act) of the original issuance of such Note (unless such
Note is being transferred pursuant to a registration statement that has
been declared effective under the Securities Act), the undersigned confirms
that such Note is being transferred:
|_| *To TiVo Inc. or a subsidiary thereof; or
|_| *To an Institutional Accredited Investor pursuant to and
in compliance with the Securities Act of 1933, as
amended; or
|_| *To an Individual Accredited Investor pursuant to and in
compliance with the Securities Act of 1933, as amended;
or
|_| *In an offshore transaction pursuant to and in compliance
with Regulation S under the Securities Act of 1933, as
amended; or
|_| *Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended;
and unless the box below is checked, the undersigned confirms that such
Note is not being transferred to an "affiliate" of the Company as defined
in Rule 144 under the Securities Act of 1933, as amended (an "Affiliate"):
|_| *The transferee is an Affiliate of the Company.
Dated: ________________________
-------------------------------
-------------------------------
Signature(s)
-------------------------------
Signature Guarantee
Signature(s) must be
guaranteed by an eligible
Guarantor Institution (banks,
stock brokers, savings and
loan associations and credit
unions) with membership in an
approved signature guarantee
medallion program pursuant to
Securities and Exchange
Commission Rule 17Ad-15 if
shares of Common Stock are to
be issued, or Notes to be
delivered, other than to and
in the name of the registered
holder.
NOTICE: The signature on the conversion notice, the option to
elect repurchase upon a Repurchase Event or the assignment must correspond
with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever.
Dates Referenced Herein and Documents Incorporated by Reference
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