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MVSN > SEC Filings for MVSN > Form 8-K on 14-Oct-2008All Recent SEC Filings

Show all filings for MACROVISION SOLUTIONS CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MACROVISION SOLUTIONS CORP


14-Oct-2008

Entry into a Material Definitive Agreement, Financial Statements and E


ITEM 1.01 Entry into a Material Definitive Agreement.

On October 10, 2008, TV Guide Magazine Group, Inc. ("TV Guide"), Sample Media, LLC ("Buyer"), an affiliated company of OpenGate Capital, LLC, and, solely with respect to Sections 2.7, 6.2 and 6.3, Macrovision Solutions Corporation ("Macrovision"), the ultimate parent company of TV Guide, signed a definitive Asset Purchase Agreement (the "Agreement") for the purchase by Buyer from TV Guide of certain assets of TV Guide used in the operation of the TV Guide Magazine business. In connection with the transaction, Buyer will assume certain liabilities of the TV Guide Magazine business, and Macrovision will loan Buyer an amount not to exceed $9.5 million under certain terms and conditions. The transaction is subject to customary conditions to closing and is expected to close on or about December 1, 2008. The completion of the transaction is not subject to Macrovision stockholder approval. The foregoing description of the Agreement and the transaction is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.



ITEM 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this report on Form 8-K:

Exhibit
Number       Description

 10.1        Asset Purchase Agreement dated October 10, 2008 by and among TV Guide
             Magazine Group, Inc., Sample Media, LLC, and, solely with respect to
             Sections 2.7, 6.2 and 6.3, Macrovision Solutions Corporation

 99.1        Press release dated October 13, 2008 entitled "Macrovision Announces
             Sale of TV Guide Magazine"


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