Amendment No. 1 to Form 10-K/A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

 

FORM 10-K/A

 

Amendment No. 1

 

Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 for the fiscal year ended January 31, 2003

 

Commission file number 000-27141

 

 

 

TIVO INC.

(Exact name of registrant as specified in its charter)

 

Delaware   77-0463167

(State or other jurisdiction

of incorporation or organization)

  

(IRS Employer

Identification No.)

 

2160 Gold Street, PO Box 2160, Alviso, CA 95002

(Address of principal executive offices) (Zip Code)

 

(408) 519-9100

(Registrant’s telephone number including area code)

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

NONE

 

Securities registered pursuant to Section 12(g) of the Act:

 

COMMON STOCK, $.001 PAR VALUE PER SHARE

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x  No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.  x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).   Yes  x  No  ¨

 

As of April 15, 2003 there were 64,122,164 shares of the registrant’s common stock outstanding, and the aggregate market value of such shares held by non-affiliates of the registrant (based upon the closing sale price of such shares on the NASDAQ National Market on April 15, 2003) was approximately $193.4 million.

 

 

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EXPLANATORY NOTE

 

This Amendment No. 1 to the Annual Report on Form 10-K for TiVo Inc. (the “Company”) for the fiscal year ended January 31, 2003 as filed with the Securities and Exchange Commission on May 1, 2003 is being amended to provide additional disclosure in Item 14 “Controls and Procedures”.

 

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TABLE OF CONTENTS

 

TABLE OF CONTENTS   

3

PART III   

4

ITEM 14. CONTROLS AND PROCEDURES   

4

SIGNATURES   

5

 

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PART III

 

ITEM 14. CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

In designing and evaluating the disclosure controls and procedures management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance in achieving our desired control objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our controls and procedures are effective in reaching that level of reasonable assurance.

 

Within 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

 

There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date we completed our evaluation.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

        TIVO INC.

Date: June 16, 2003

       By:  

/s/     MICHAEL RAMSAY

               

Michael Ramsay

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

 

Signature

   

Title

  

Date

/s/     MICHAEL RAMSAY

Michael Ramsay

    Chief Executive Officer and Chairman of the Board (Principal Executive Officer)   June 16, 2003

/s/    DAVID H. COURTNEY

David H. Courtney

    Executive Vice President, Worldwide Operations and Administration and Chief Financial Officer (Principal Financial and Accounting Officer)   June 16, 2003

*

James Barton

   

Senior Vice President of Research and

Development, Chief Technical Officer and

Director

   June 16, 2003

*

Geoffrey Y. Yang

    Director   June 16, 2003

*

Mark W. Perry

    Director   June 16, 2003

*

Randy Komisar

    Director   June 16, 2003

*

Larry N. Chapman

    Director   June 16, 2003

*

John S. Hendricks

    Director   June 16, 2003

*

David Zaslav

    Director   June 16, 2003

* By:   /s/     DAVID H. COURTNEY

David H. Courtney

    Attorney-in-Fact   June 16, 2003

 

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CERTIFICATION

 

I, Michael Ramsay, certify that:

 

  1.   I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of TiVo Inc.;

 

  2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

  b)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

  c)   Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: June 16, 2003

 

/s/     MICHAEL RAMSAY

Michael Ramsay

Chief Executive Officer

 

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CERTIFICATION

 

I, David H. Courtney, certify that:

 

  1.   I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of TiVo Inc.;

 

  2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

  b)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

  c)   Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: June 16, 2003

 

/s/     DAVID H. COURTNEY

David H. Courtney

Executive Vice President, Worldwide

Operations and Administration and

Chief Financial Officer