Prospectus Summary
This summary highlights information contained elsewhere in this prospectus. You should read this entire prospectus carefully.
TiVo Inc.
TiVo is a pioneer in the personal television industry. We have created a unique personal television service that allows viewers to watch what they want when they want. The TiVo Service creates a richer and more enjoyable television viewing experience by offering viewers greater control, choice, and convenience. We believe that the TiVo Service also allows television programmers and advertisers to reach a broader audience by making shows more accessible and easier to record and to target their programming and advertising to specific viewers. The TiVo Service is a subscription-based service enabled by a personal video recorder that we have designed and developed. The TiVo Service has many features that distinguish it from traditional television viewing:
. Locate and Record Multiple Shows Quickly and Easily. Viewers can easily locate and record a single show or schedule a customized lineup of several shows. With the Season Pass feature, the TiVo Service automatically records all episodes of viewers' favorite shows.
. Control Live Television. Viewers can pause or rewind live television shows, fast forward to the live telecast, and execute any of TiVo's advanced viewing commands, including slow motion and frame-by-frame. Prior to the introduction of TiVo, the ability to control live television in this manner was not available.
. Viewing Preferences and Suggested Programming. Using the Thumbs Up and Thumbs Down buttons on the TiVo remote control, viewers can enter preferences for particular types of shows. Based on these preferences, the TiVo Service suggests programming that viewers are likely to enjoy.
. Specialized Content. The TiVo Service allows television programmers to create Network Showcases, which are branded areas of the TiVo Service that feature selected programming, upcoming movies, special events or mini-series. The TiVo Service also includes TiVolution Magazine, which features theme-based collections of shows compiled by our editorial staff.
. Menu Driven Navigation and Viewer Interface. TiVo Central, the main screen of the TiVo Service, allows viewers to access their customized lineup of shows, Network Showcases, TiVolution Magazine and other features. Viewers can quickly and easily browse through an on-air program guide that includes a schedule of up to two weeks of available television programming.
The TiVo Service also serves as a new platform for television programmers, advertisers, and network operators to deliver television programming, advertising, and in-home commerce. Potential future services include:
. Active Promotions. We anticipate that television programmers will be able to use the TiVo Service to allow viewers to easily record a variety of programming such as movies, sports events, television series and other products and services. For example, we are currently developing iPreview, a service that allows viewers to schedule and record featured programming using a "point and click" feature during previews.
. Active Ads. We anticipate that advertisers will be able to use the TiVo Service to reach a broader base of consumers and offer commercials that better match viewers' interests. For example, during the same commercial time slot, an automobile advertiser may feature a sport utility vehicle in one household and a minivan in another, based on the viewers' stored preferences. We are currently developing iBuy, a service that allows viewers to get more information about and possibly purchase featured products or services using the TiVo remote control.
We have strategic partnerships with a number of industry-leading companies including DIRECTV, NBC, Philips and Quantum, who are also equity investors in TiVo. We are working with our partners to establish personal television as a major category of home entertainment, to create new specialized programming for viewers and to market the TiVo Service and products that enable the TiVo Service.
We expect to commence our retail launch in the second half of 1999. Philips will spearhead this launch by manufacturing and selling the personal video recorder that enables the TiVo Service, allowing us to focus our resources on promoting and enhancing the TiVo Service.
In July 1999, we completed a private placement of $32.5 million of our preferred stock. The following leading programmers, cable network operators and other content providers participated in this private placement either directly or through an affiliate:
. Advance/Newhouse . Discovery Communications . CBS Corporation . Liberty Media . Comcast Interactive . TV Guide Interactive . Cox Communications . The Walt Disney Company We were incorporated in Delaware in August 1997. Our headquarters are located at 894 Ross Drive, Suite 100, Sunnyvale, California 94089. Our telephone number is (408) 747-5080. The address of our web site is www.tivo.com. Information contained on our web site should not be considered a part of this prospectus.
The Offering
Common stock offered....................... shares Common stock to be outstanding after this offering.................................. shares Use of proceeds............................ We intend to use the estimated proceeds for working capital and general corporate purposes, including advertising and promotion of the TiVo Service and the TiVo brand, product development, expansion of our sales, marketing and service capabilities. We may also use a portion of the proceeds for acquisitions of products and technologies or for strategic alliances. See "Use of Proceeds." Proposed Nasdaq National Market symbol..... TIVO The number of shares of common stock to be outstanding after the offering is estimated based on the number of shares outstanding on July 21, 1999. It excludes 3,721,800 shares subject to outstanding options or reserved for future grants or purchases pursuant to our employee stock option and purchase plans. See "Management--Stock Plans."
Summary Financial Information (in thousands, except per share data)
Period From Period From
August 4, 1997 Six Months Ended August 4, 1997
(Inception) Year Ended June 30, (Inception)
to December 31, December ----------------- to June 30,
1997 1998 1998 1999 1999
Statement of Operations Data: Subscription revenues... $ -- $ -- $ -- $ 8 $ 8 Cost of services........ -- -- -- (1,170) (1,170) Operating expenses...... (625) (9,837) (3,068) (10,376) (20,838) Other operating income.. -- -- -- 895 895 Other operating expenses............... -- -- -- (1,084) (1,084) Net loss................ $ (595) $(9,721) $(3,046) $(11,628) $(21,944)
Net loss per share: Basic and diluted....... $(0.20) $ (2.21) $ (0.79) $ (1.75) $ (4.74) Weighted average shares................. 2,917 4,406 3,839 6,633 4,630
Pro forma net loss per share (unaudited)(1): Basic and diluted....... $ (0.80) $ (0.56) Weighted average shares................. 12,135 20,745
(1) Pro forma net loss per share is calculated as if the convertible preferred stock outstanding as of June 30, 1999 was converted into shares of common stock on the date of its issuance on a one-for-one basis and as if all warrants outstanding as of June 30, 1999 had been exercised and converted into shares of common stock on the date of issuance on a one-for-one basis.
June 30, 1999 Pro Forma Actual Pro Forma As Adjusted
Balance Sheet Data: Cash and cash equivalents....................... $11,967 $46,797 Working capital................................. 18,221 53,051 Total assets.................................... 23,804 58,634 Long-term portion of obligations under capital lease.......................................... 558 558 Total stockholders' equity...................... 19,105 53,935
The table above summarizes our balance sheet data as of June 30, 1999:
. on an actual basis;
. on a pro forma basis to reflect (i) the automatic conversion of all shares of preferred stock outstanding on June 30, 1999 into shares of common stock on a one-for-one basis, (ii) the exercise and conversion of all warrants outstanding as of June 30, 1999 into shares of common stock, (iii) the issuance of 3,121,994 shares of Series I preferred stock at $10.41 per share in July 1999 and conversion into shares of common stock on a one-for-one basis; and (iv) the issuance of a Series I preferred stock warrant with an exercise price of $10.41 per share in July 1999 and its exercise and conversion into 192,123 shares of common stock.
. on a pro forma as adjusted basis to reflect the sale of shares of common stock offered by this prospectus assuming an initial public offering price of $ per share after deducting estimated underwriting discounts and commissions and estimated offering expenses.