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Section 1: S-8 (S-8)

Document


As filed with the Securities and Exchange Commission on May 9, 2019
Registration No. 333-            
 
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
TiVo Corporation
(Exact name of registrant as specified in its charter)
Delaware
 
61-1793262
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
2160 Gold Street, San Jose, California 95002
(Address of Principal Executive Offices)
 
TIVO CORPORATION 2008 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
 
 
 
Raghavendra Rau
Interim Chief Executive Officer and President
TiVo Corporation
2160 Gold Street
San Jose, California 95002
(408) 519-9100
(Name, address and telephone number, including area code, of agent for service)
 
 
 
Copies to:
Jon Gavenman, Esq.
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o






CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered (1)
Proposed Maximum
Offering
Price Per Share(2)
Proposed Maximum
Aggregate
Offering Price (2)
Amount of
Registration Fee
TiVo Corporation 2008 Equity Incentive Plan
Common Stock, $0.0001 par value per share
5,000,000
$9.03
$45,150,000.00
$5,472.18
 

(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the TiVo Corporation 2008 Equity Incentive Plan by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
(2)
Estimated solely for the purpose of computing the amount of registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of Registrant’s Common Stock as reported on the Nasdaq Global Select Market on May 2, 2019.






EXPLANATORY NOTE

TiVo Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 5,000,000 shares of its Common Stock, issuable to eligible persons under the TiVo Corporation 2008 Equity Incentive Plan (“2008 Plan”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference

Pursuant to General Instruction E to Form S-8, the contents of the registration statement relating to the 2008 Plan filed with the Securities and Exchange Commission on Form S-8 filed on September 9, 2016 (File No. 333-213578).

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.
Exhibits
 
 
 
 
Incorporated by Reference
 
 
Exhibit Number
 
Exhibit Description
 
Company Form
 
File Number
 
Exhibit
Number
 
Filing Date
4.1
 
 
8-K
 
001-37870
 
3.1
 
9/8/2016
4.2
 
 
8-K
 
001-37870
 
3.2
 
9/8/2016
4.3
 
 
DEF 14A
 
001-37870
 
Annex A
 
3/15/2019
5.1
 
 
 
 
 
 
 
 
 
23.1
 
 
 
 
 
 
 
 
 
23.2
 
Consent of Cooley LLP (included in Exhibit 5.1)
 
 
 
 
 
 
 
 
24.1
 
Power of Attorney (see signature page hereto)
 
 
 
 
 
 
 
 






SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Carlos, State of California, this 9th day of May, 2019.

TIVO CORPORATION
By:
/s/ Raghavendra Rau
 
Raghavendra Rau
 
Interim President and Chief Executive Officer






POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Raghavendra Rau, Peter Halt and Pamela Sergeeff and each of them acting individually as his attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature
Title
Date
/s/ Raghavendra Rau
Raghavendra Rau
President, Interim Chief Executive Officer and Director (Principal Executive Officer)
May 9, 2019
/s/ Peter Halt
Peter Halt
Chief Financial Officer (Principal Financial Officer)
May 9, 2019
/s/ Wesley Gutierrez
Wesley Gutierrez
Chief Accounting Officer (Principal Accounting Officer)
May 9, 2019
/s/ Laura J. Durr
Laura J. Durr
Director
May 9, 2019
/s/ Alan L. Earhart
Alan L. Earhart
Director
May 9, 2019
/s/ Eddy W. Hartenstein
Eddy W. Hartenstein
Director
May 9, 2019
/s/ James E. Meyer
James E. Meyer
Director
May 9, 2019
/s/ Daniel Moloney
Daniel Moloney
Director
May 9, 2019
/s/ Glenn W. Welling
Glenn W. Welling
Director
May 9, 2019
/s/ Loria B. Yeadon
Loria B. Yeadon
Director
May 9, 2019


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Section 2: EX-5.1 (EXHIBIT 5.1)

Exhibit


Exhibit 5.1

Cooley

Jon Gavenman
+1 650 843 5055
jgavenman@cooley.com

May 9, 2019
TiVo Corporation
2160 Gold Street
San Jose, CA 95002
Ladies and Gentlemen:
We have acted as counsel to TiVo Corporation, a Delaware corporation (the “Company”) in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission covering the offering of up to 5,000,000 shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”), issuable pursuant to the TiVo Corporation 2008 Equity Incentive Plan, as amended (the “Plan”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Plan, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect and (d) the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,

Cooley LLP
By:    /s/ Jon Gavenman    
Jon Gavenman


Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com



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Section 3: EX-23.1 (EXHIBIT 23.1)

Exhibit


EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) to be filed on or about May 9, 2019, pertaining to the TiVo Corporation 2008 Equity Incentive Plan of our reports dated February 26, 2019, with respect to the consolidated financial statements of TiVo Corporation and subsidiaries and the effectiveness of internal control over financial reporting of TiVo Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Los Angeles, California
May 9, 2019



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