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TIVO > SEC Filings for TIVO > Form 8-K on 29-Jan-2014All Recent SEC Filings

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Form 8-K for TIVO INC


29-Jan-2014

Entry into a Material Definitive Agreement


ITEM 1.01. Entry into a Material Definitive Agreement
Merger Agreement
On January 29, 2014, TiVo Inc. ("TiVo"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Digitalsmiths Corporation, a Delaware corporation ("Digitalsmiths") pursuant to which TiVo through its wholly-owned subsidiary, Dragonfly Merger Corp., a Delaware corporation (the "Merger Sub"), will acquire all of the issued and outstanding shares of Digitalsmiths for $135 million in cash, subject to customary working capital adjustments, after which Digitalsmiths will become a wholly owned subsidiary of TiVo.
On January 29, 2014, stockholders of Digitalsmiths holding the requisite number of shares to approve the merger under Delaware law delivered written consents adopting the Merger Agreement. The Merger Agreement contains customary representations, warranties, covenants and indemnification provisions. Consummation of the merger is subject to satisfaction or waiver of customary closing conditions. Of the purchase price, approximately $20 million will be deposited in an escrow account as security for potential post-closing indemnification claims by TiVo. As part of the merger, all options and warrants of Digitalsmiths that are vested and in-the-money will be cashed out and all other options and warrants canceled.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
Item 7.01 Regulation FD Disclosure.
On January 29, 2014, TiVo issued a press release and investor presentation relating to the execution of the Merger Agreement as well as the announcement that TiVo's Board of Directors approved a $100 million increase in TiVo's stock repurchase program. Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively, to this report. ITEM 9.01. Financial Statements and Exhibits.
(d)      The following exhibits are included with this Report
Exhibit
Number  Description
2.1     Agreement and Plan of Merger, dated January 29, 2014, by and among TiVo
        Inc., Digitalsmiths Corporation, Dragonfly Merger Corp., Shareholder
        Representative Services LLC, solely in its capacity as the exclusive
        representative of the indemnifying parties and U.S. Bank National
        Association, as the escrow agent.*
99.1    Press Release dated January 29, 2014
99.2    TiVo Investor Presentation dated January 29, 2014

* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.


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