Edgar Filing: TIVO INC

Prospectus Supplement #1 dated 10/31/02

Prospectus Supplement No. 1		Filed Pursuant to Rule 424(b)(3)
to Prospectus Dated November 2, 2001		Registration Statement Nos. 333-69530
		and 333-100894

TIVO INC.

$40,400,000 of 7% Convertible Senior Notes Due 2006

2,193,629 Five-Year Warrants to Purchase 2,193,629 Shares of Common Stock

12,318,942 Shares of Common Stock Issuable upon

Conversion of the Notes and Exercise of the Warrants

This prospectus supplement supersedes and replaces the section entitled “Selling Securityholders” contained in the prospectus of TiVo Inc. dated November 2, 2001, and relates to the potential sale from time to time by the selling securityholders identified in this prospectus supplement of up to $40,400,000 aggregate principal amount our 7% Convertible Senior Notes due 2006, 2,193,629 five-year warrants to purchase a total of 2,193,629 shares of our common stock, and the shares of common stock issuable upon conversion of the notes and exercise of the warrants. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus dated November 2, 2001.

Investing in the notes, the five-year warrants and the common stock issuable upon conversion of the notes and exercise of the warrants involves a high degree of risk. See “Risk Factors” beginning on page 4 of the accompanying prospectus.

Neither the Securities and Exchange Commission, nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy of adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 31, 2002.

TABLE OF CONTENTS

		Page
Prospectus Supplement
SELLING SECURITYHOLDERS		S-2
EXPERTS		S-5

Prospectus
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		4
RATIOS OF EARNINGS TO FIXED CHARGES		6
USE OF PROCEEDS		7
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY		7
DESCRIPTION OF NOTES		8
DESCRIPTION OF FIVE-YEAR WARRANTS		19
DESCRIPTION OF UNITS		23
DESCRIPTION OF ONE-YEAR WARRANTS		23
DESCRIPTION OF FIVE-YEAR TERMINABLE WARRANTS		27
REGISTRATION RIGHTS		32
DESCRIPTION OF CAPITAL STOCK		36
SELLING SECURITYHOLDERS		41
PLAN OF DISTRIBUTION		46
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		49
LEGAL MATTERS		56
INDEPENDENT PUBLIC ACCOUNTANTS		56
INCORPORATION BY REFERENCE		57
WHERE YOU CAN FIND MORE INFORMATION		57

S-1

SELLING SECURITYHOLDERS

On August 28, 2001, we issued $51,750,000 aggregate principal amount of our 7% Convertible Senior Notes due 2006, 2,682,600 five-year warrants to purchase a total of 2,682,600 shares of our common stock and 4,064,542 units consisting of 4,064,542 one-year warrants to purchase a total of 4,064,542 shares of our common stock and 4,064,542 five-year terminable warrants to purchase a total of 1,341,299 shares of our common stock in a transaction exempt from the registration requirements of the Securities Act to persons we reasonably believed to be accredited investors as defined in Regulation D under the Securities Act. On August 28, 2002, the one-year warrants expired and the five-year terminable warrants terminated pursuant to their terms, and therefore these warrants are not included in the following tables. In addition, $11,350,000 principal amount of the notes and 488,971 five-year warrants were previously disposed of pursuant to the accompanying prospectus, and are also not included in the following tables. On October 8, 2002, the conversion price of the notes was reduced to $3.99 per share pursuant to the terms of the indenture governing the notes. This reduction in the conversion price of the notes resulted in 579,537 additional shares becoming issuable upon conversion of the notes, of which 529,114 shares are issuable upon conversion of notes covered by this prospectus supplement.

Selling securityholders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell pursuant to this prospectus supplement and the accompanying prospectus any or all of the notes, five-year warrants and shares of common stock into which the notes are convertible or for which the five-year warrants are exercisable by such selling securityholders, as listed in the following tables.

The selling securityholders may offer all, some or none of the notes, five-year warrants or the common stock underlying the notes and five-year warrants. Because the selling securityholders may offer all or some portion of the notes, the five-year warrants or the common stock, we cannot estimate the amount of the notes, five-year warrants, common stock or the percentage of our outstanding securities that will be held by the selling securityholders upon termination of any of these sales.

S-2

NOTES AND WARRANTS

The percentage of notes outstanding beneficially owned by each selling securityholder is based on $44,250,000 aggregate principal amount of notes outstanding. The percentage of five-year warrants outstanding beneficially owned by each selling securityholder is based on 2,682,600 aggregate total amount of five-year warrants outstanding.

Name	Principal Amount of Notes Offered Hereby		Number of Five-Year Warrants Offered Hereby (1)	Percentage of Outstanding Principal Amount of Notes Owned Prior to the Offering		Percentage of Outstanding Warrants Owned Prior to the Offering
National Broadcasting Company, Inc.(2)	$	10,000,000	490,196	22.6	%	18.3	%
Discovery Communications, Inc.(3)		5,000,000	245,098	11.3	%	9.1	%
RGC International Investors, LDC		5,000,000	245,098	11.3	%	9.1	%
Capital Ventures International		4,500,000	220,588	10.2	%	8.2	%
JMG Triton Offshore Fund, Ltd		3,500,000	171,569	7.9	%	6.4	%
JMG Capital Partners, L.P.		2,000,000	171,569	4.5	%	6.4	%
Gryphon Master Fund, L.P.		2,000,000	98,039	4.5	%	3.7	%
Langley Partners, LP		2,000,000	98,039	4.5	%	3.7	%
Woodmont Investments Ltd.		1,500,000	73,529	3.4	%	2.7	%
Newberg Family Trust		—	73,529	—		2.7	%
R² CAPS, Ltd.		1,200,000	58,824	2.7	%	2.2	%
Castle Creek Technology Partners L.L.C.		1,000,000	49,020	2.3	%	1.8	%
Shepherd Investments International Ltd.		1,000,000	49,020	2.3	%	1.8	%
Stark Trading		1,000,000	49,020	2.3	%	1.8	%
Sagamore Hill Hub Fund, Ltd.		—	24,510	—		*
Macke Asset Management		500,000	24,510	1.1	%	*
Cohanzick Partners L.P.		150,000	49,020	*		1.8	%
Alan Mendelson(4)		50,000	2,451	*		*

Total	$	40,400,000	2,193,629	91.3	%	81.8	%

Less than one percent.

(1)

Each five-year warrant represents the right to purchase one share of our common stock.

(2)

David Zaslav, president of NBC Cable, Inc., a division of National Broadcasting Company, Inc., is a member of our board of directors.

(3)

John S. Hendricks, chairman and chief executive officer of Discovery Communications, Inc., is a member of our board of directors. We also have a commercial relationship with Discovery Communications, Inc.

(4)

Alan Mendelson is a partner at Latham & Watkins, counsel to TiVo. Mr. Mendelson is also the secretary of TiVo.

S-3

COMMON STOCK

Name	Number of Shares Issuable upon Conversion of Notes and Available for Resale(1)		Number of Shares Issuable Upon Exercise of Five-Year Warrants and Available for Resale(2)	Number of Other Shares of Common Stock Beneficially Owned Prior to Offering(3)		% of Outstanding Common Stock Beneficially Owned Prior to Offering(4)
National Broadcasting Company, Inc.(5)	2,506,265		490,196	1,013,513	(6)	6.7	%
Discovery Communications, Inc.(7)	1,253,132		245,098	720,461		3.8	%
RGC International Investors, LDC	1,253,132		245,098	—		2.6	%
Capital Ventures International	1,127,819		220,588	—		2.3	%
JMG Triton Offshore Fund, Ltd.	877,192		171,569	1,714,512	(8)	4.7	%
JMG Capital Partners, L.P.	501,253		171,569	2,090,451	(9)	4.7	%
Gryphon Master Fund, L.P.	501,253		98,039	—		1.0	%
Langley Partners, LP	501,253		98,039	—		1.0	%
Woodmont Investments Ltd.	375,939		73,529	—		*
Newberg Family Trust	—		73,529	375,939	(10)	*
R² CAPS, Ltd.	300,751		58,824	—		*
Castle Creek Technology Partners L.L.C.	250,626		49,020	—		*
Shepherd Investment International Ltd.	250,626		49,020	—		*
Stark Trading	250,626		49,020	—		*
Sagamore Hill Hub Fund, Ltd.	—		24,510	—		*
Macke Asset Management	125,313		24,510	—		*
Cohanzick Partners L.P.	37,593		49,020	—		*
Alan Mendelson(11)	12,531		2,451	4,882		*

Total	10,125,313	(12)	2,193,629	5,919,758		26.3	%

Less than one percent.

(1)

Consists of shares of common stock issuable upon conversion of the notes at the current conversion price of $3.99 per share and a cash payment in lieu of any fractional share interests. The conversion price is subject to further adjustment as described under “Description of Notes—Conversion Price Adjustments—Antidilution Adjustment” in the accompanying prospectus, pursuant to which the number of shares of common stock into which the notes are convertible may increase or decrease. This prospectus supplement and the accompanying prospectus cover any such change in the number of shares issuable. In addition, the conversion price is subject to further adjustment as described under “Description of Notes—Conversion Price Adjustments—Adjustment upon Issuance of Additional Stock” in the accompanying prospectus. In the event the conversion price of the notes adjusts pursuant to such an event, the number of shares into which the notes are convertible will increase. We have agreed to file a supplemental registration statement to cover the increase in the number of shares issuable as a result of any such adjustment.

(2)

Consists of shares of common stock issuable upon exercise of the five-year warrants at the current exercise price of $7.85 per share in cash. The exercise price is subject to antidilution adjustment under the circumstances described under “Description of Five-Year Warrants—Exercise by Holders” in the accompanying prospectus. Accordingly, the number of shares of common stock into which the five-year warrants are exercisable may increase or decrease. This prospectus supplement and the accompanying prospectus cover any such change in the number of shares issuable.

(3)

Except as otherwise indicated, information with respect to beneficial ownership of other shares of common stock is based on information provided to us as of October 23, 2002 by the selling securityholders.

(4)

Calculated based on Rule 13d-3(d)(i) under the Securities Exchange Act of 1934 using 56,908,322 shares of common stock outstanding as of October 30, 2002. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s notes and five-year warrants. However, we did not assume the conversion of any other holder’s notes and warrants.

(5)

David Zaslav, president of NBC Cable, Inc., a division of National Broadcasting Company, Inc., is a member of our board of directors.

S-4

(6)

Reflects 1,013,513 shares held by NBC Multimedia, Inc. and 30,000 shares underlying stock options held by Mr. Zaslav that are exercisable within 60 days of October 30, 2002 , all of which Mr. Zaslav holds as nominee for National Broadcasting Company, Inc. and disclaims beneficial ownership thereof.

(7)

(8)

Reflects 245,489 shares beneficially owned by JMG Triton, 370,138 shares beneficially owned by JMG Capital Partners, L.P., an affiliate of JMG Triton, 25,062 shares issuable upon conversion of notes beneficially owned by JMG Triton that are not subject to this prospectus supplement, 375,939 shares issuable upon conversion of notes beneficially owned by JMG Convertible Investments, LP, an affiliate of JMG Triton, 526,315 shares issuable upon conversion of notes beneficially owned by JMG Capital, and 171,569 shares issuable upon exercise of five-year warrants beneficially owned by JMG Capital.

(9)

Reflects 370,138 shares beneficially owned by JMG Capital, 245,489 shares beneficially owned by JMG Triton Offshore Fund, Ltd., an affiliate of JMG Capital, 25,062 shares issuable upon conversion of notes beneficially owned by JMG Capital that are not subject to this prospectus supplement, 375,939 shares issuable upon conversion of notes beneficially owned by JMG Convertible Investments, LP, an affiliate of JMG Capital, 902,254 shares issuable upon conversion of notes beneficially owned by JMG Triton, and 171,569 shares issuable upon exercise of five-year warrants beneficially owned by JMG Triton.

(10)

Reflects shares issuable upon conversion of notes not subject to this prospectus supplement.

(11)

Alan Mendelson is a partner at Latham & Watkins, counsel to TiVo. Mr. Mendelson is also the secretary of TiVo.

(12)

In addition to the sum of the shares set forth for each selling securityholder, this total includes 9 shares that represent the aggregate fractional shares which were excluded from the number of shares listed for each selling securityholder due to the fact that we will pay cash in lieu of fractional shares upon conversion by a particular selling securityholder.

EXPERTS

The consolidated financial statements of TiVo Inc. as of and for the year ended January 31, 2002, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP’s report refers to a restatement.

The financial statements incorporated by reference in this prospectus supplement and the accompanying prospectus for the one-month transition period ended January 31, 2001 and the calendar years ended December 31, 2000 and 1999 have been included in reliance on the report of Arthur Andersen LLP, independent public accountants, given on the authority of said firm as experts in auditing and accounting. Arthur Andersen LLP has not consented to the incorporation by reference of their report in this prospectus supplement and the accompanying prospectus, and we have dispensed with the requirement to file their consent in reliance on Rule 437a under the Securities Act. Because Arthur Andersen LLP has not consented to the incorporation by reference of their report in this prospectus supplement and the accompanying prospectus, you may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statement of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated in those financial statements.

S-5

PROSPECTUS

TIVO INC.

$51,750,000 of 7% Convertible Senior Notes Due 2006

2,682,600 Five-Year Warrants to Purchase 2,682,600 Shares of Common Stock

4,064,542 Units Consisting of

4,064,542 One-Year Warrants to Purchase 4,064,542 Shares of Common Stock and

4,064,542 Five-Year Terminable Warrants to Purchase 1,341,299 Shares of Common Stock

Shares of Common Stock Issuable upon

Conversion of the Notes and Exercise of the Warrants

On August 28, 2001, we issued and sold $51,750,000 aggregate principal amount of our 7% Convertible Senior Notes due 2006, 2,682,600 five-year warrants to purchase a total of 2,682,600 shares of our common stock and 4,064,542 units consisting of 4,064,542 one-year warrants to purchase a total of 4,064,542 shares of our common stock and 4,064,542 five-year terminable warrants to purchase a total of 1,341,299 shares of our common stock in a private offering. This prospectus will be used by selling securityholders to resell the notes, the warrants, the units and the common stock issuable upon conversion of the notes and exercise of the warrants.

Each five-year warrant represents the right to purchase one share of our common stock. Each unit consists of one one-year warrant to purchase one share of our common stock and one five-year terminable warrant to purchase .33 of a share of our common stock. The one-year warrant and the five-year terminable warrant that comprise each unit are not separately transferable, except that upon the exercise of the one-year warrant, the five-year terminable warrant may thereafter be separately transferred.

Our common stock is quoted on the Nasdaq National Market under the symbol “TIVO.” The last reported sale price per share of our common stock on the Nasdaq National Market on November 1, 2001 was $5.55.

We will not receive any proceeds from the sale by the selling securityholders of the notes, the warrants, the units or the common stock issuable upon conversion of the notes and exercise of the warrants. We will pay all expenses incurred in connection with the registration of the securities. Each selling securityholder will pay any underwriting discounts and commissions with respect to securities sold by it.

Investing in the notes, the warrants, the units and the common stock issuable upon conversion of the notes and exercise of the warrants involves a high degree of risk. See “Risk Factors” beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 2, 2001.

TABLE OF CONTENTS

		Page
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		4
RATIOS OF EARNINGS TO FIXED CHARGES		6
USE OF PROCEEDS		7
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY		7
DESCRIPTION OF NOTES		8
DESCRIPTION OF FIVE-YEAR WARRANTS		19
DESCRIPTION OF UNITS		23
DESCRIPTION OF ONE-YEAR WARRANTS		23
DESCRIPTION OF FIVE-YEAR TERMINABLE WARRANTS		27
REGISTRATION RIGHTS		32
DESCRIPTION OF CAPITAL STOCK		36
SELLING SECURITYHOLDERS		41
PLAN OF DISTRIBUTION		46
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		49
LEGAL MATTERS		56
INDEPENDENT PUBLIC ACCOUNTANTS		56
INCORPORATION BY REFERENCE		57
WHERE YOU CAN FIND MORE INFORMATION		57

We have not authorized any dealer, salesperson or other person to give any information or to make any representations to you other than the information contained in this prospectus. You must not rely on any information or representations not contained in this prospectus as if we had authorized it. The information contained in this prospectus is current only as of the date on the cover page of this prospectus, and may change after that date. We do not imply that there has been no change in the information contained in this prospectus or in our affairs since that date by delivering this prospectus.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge to you upon written or oral request. If you would like a copy of any of this information, please submit your request to 2160 Gold Street, Alviso, California 95002, or call (408) 519-9100 and ask to speak to someone in our Investor Relations department.

FORWARD-LOOKING STATEMENTS

This prospectus includes or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future product development or financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of those terms and other comparable terminology.

These statements reflect only management’s current expectations. Important factors that could cause actual results to differ materially from the forward-looking statements we make or incorporate by reference in this prospectus are set forth under the heading “Factors that May Affect Future Operating Results” in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as may be updated from time to time by our future filings under the Securities Exchange Act of 1934, and elsewhere in the documents incorporated by reference in this prospectus. If one or more of these risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

PROSPECTUS SUMMARY

The following summary contains basic information about us and this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire document and the documents we have referred you to.

The Company

TiVo Inc. was incorporated in August 1997 as a Delaware corporation. We have developed a subscription-based personal television service which we refer to as the TiVo Service. The TiVo Service provides viewers with the ability to pause, rewind and play back live or recorded television broadcasts, as well as to search for, watch and record programs. The TiVo Service also provides television listings, daily suggestions and special viewing packages. The TiVo Service relies on three key components: the personal video recorder, the TiVo remote control and the TiVo Broadcast Center.

Our executive offices are located at 2160 Gold Street, PO Box 2160, Alviso, CA 95002, and our telephone number is (408) 519-9100. TiVo, TiVo Central, and TiVolution are registered trademarks of TiVo Inc. TiVo Inc. and the TiVo logo are our service marks. All other service marks and all brand names or trademarks appearing in this prospectus are the property of their respective holders.

The Offering

Issuer

TiVo Inc.

Securities offered

$51,750,000 aggregate principal amount of 7% Convertible Senior Notes due 2006, 2,682,600 Five-Year Warrants to purchase a total of 2,682,600 shares of our common stock and 4,064,542 Units consisting of a total of 4,064,542 One-Year Warrants to purchase a total of 4,064,542 shares of our common stock and 4,064,542 Five-Year Terminable Warrants to purchase a total of 1,341,299 shares of our common stock.

Notes

Interest

7% per annum on the principal amount, payable semiannually on each August 15 and February 15, beginning on February 15, 2002, and accruing from August 24, 2001.

Maturity

August 15, 2006.

Conversion

The notes are convertible at the option of the holder at any time prior to maturity into common stock, initially at a conversion price of $6.73 per share, subject to the adjustments described in “Description of Notes—Conversion Price Adjustments.”

Provisional redemption

Subject to the conditions described in “Description of Notes—Provisional Redemption,” we may redeem some or all of the notes, at any time before maturity, at a redemption price, in cash, of $1,000 per $1,000 principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Repurchase at holder’s option upon a repurchase event

You may require us to repurchase your notes, in cash at 110% of the principal amount of the notes plus accrued and unpaid interest, upon certain changes of control and the delisting of our common stock.

Ranking

The notes are our general unsecured obligations and are pari passu in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The notes are effectively subordinated in right of payment to all existing and future liabilities, including trade payables, if any, of our existing subsidiary any future subsidiaries. We report our financial results on a consolidated basis and therefore do not prepare separate financial statements for our subsidiary; you should consider the possibility that a significant portion of our reported liabilities may be liabilities of our subsidiary. The terms of the indenture do not generally limit our ability to incur additional indebtedness, but do contain limitations on our subsidiaries’ ability to incur additional indebtedness.

Five-Year Warrants

Exercise

Each five-year warrant represents the right to purchase one share of our common stock. The five-year warrants are exercisable at any time on or before August 28, 2006. The exercise price of the five-year warrants is $7.85 per share of our common stock, subject to antidilution adjustment upon the events set forth under “Description of Five-Year Warrants—Exercise by Holders.”

Units

Composition of units

Each unit consists of one one-year warrant to purchase one share of our common stock and one five-year terminable warrant to purchase .33 of a share of our common stock.

Separability

The one-year warrant and the five-year terminable warrant that comprise each unit are not separately transferable, except that upon the exercise of the one-year warrant, the corresponding five-year terminable warrant may thereafter be separately transferred.

One-Year Warrants

Exercise

Each one-year warrant represents the right to purchase one share of our common stock. The one-year warrants are exercisable at any time on or before August 28, 2002, subject to early termination as described below. The exercise price of the one-year warrants is $6.73 per share of our common stock, subject to antidilution adjustment upon the events set forth under “Description of One-Year Warrants—Exercise by Holders.”

Early termination of one-year warrants at our option

date on which we mail notice of the termination of the one-year warrants and ending on the 60th day after the mailing date of the notice of termination, and is expected to remain effective and available for use at least 30 days following such 60th day. If we elect to terminate the one-year warrants, we may only do so if, within 30 days after the end of the determination period, we provide notice of termination to you. The one-year warrants will expire 60 days after the mailing date of the notice of termination.

Five-Year Terminable Warrants

Exercise

Each five-year terminable warrant represents the right to purchase .33 of a share of our common stock. The five-year terminable warrants are exercisable at any time on or after the separation date for such warrant and on or before August 28, 2006, subject to early termination as described below. The exercise price of the five-year terminable warrants is $7.85 per share of our common stock, subject to antidilution adjustment upon the events set forth under “Description of Five-Year Terminable Warrants—Exercise by Holders.”

Early termination of five-year terminable warrants

In the event that the one-year warrant included in such unit terminates or expires without having been exercised, the corresponding five-year terminable warrant will also terminate. The termination of the five-year terminable warrant will be effective as of the date of the termination or expiration of the one-year warrant.

Trading

There is no public market for the notes, the warrants or the units and we do not presently intend to list any of the notes, the warrants or the units for trading on any national securities exchange or for inclusion in any automated quotation system. No assurance can be given as to whether any market for the notes, the warrants or the units will develop. Our common stock is currently traded on the Nasdaq National Market under the symbol “TIVO.”

Use of Proceeds

The selling security holders will receive all of the proceeds from the sale under this prospectus of the notes, the warrants, the units and the common stock issuable upon conversion of the notes and exercise of the warrants.

RISK FACTORS

An investment in the securities offered by this prospectus involves a high degree of risk. You should consider carefully the following risk factors in addition to the remainder of this prospectus, including the publicly filed periodic reports that we have incorporated by reference into this prospectus, before making an investment decision. Although we describe below certain risks we currently believe are material, such risks and uncertainties are not the only ones we face. If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected. In such case you may lose all or part of your investment.

Risks Particular to TiVo

Before you decide whether to purchase any of our securities offered by this prospectus, in addition to the other information in this prospectus, you should carefully consider the risk factors set forth under the heading “Factors that May Affect Future Operating Results” in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are incorporated by reference into this prospectus, as the same may be updated from time to time by our future filings under the Securities Exchange Act. For more information, see the section entitled “Incorporation by Reference.”

Risks Relating to the Securities

The notes are effectively subordinated to the debt of our subsidiaries.

The notes are obligations exclusively of TiVo. Our cash flow and our ability to service our debt, including the notes, is partially dependent upon the earnings of our subsidiaries. Our existing subsidiary is and any future subsidiaries will be separate and distinct legal entities. Our existing subsidiary has and any future subsidiaries will have no obligation to pay any amounts due on the notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments, and are not prohibited generally from incurring indebtedness under the indenture governing the notes. In addition, any payment of dividends, distributions, loans or advances by our existing subsidiary or any future subsidiaries to us could be subject to statutory or contractual restrictions. Payments to us by our existing subsidiary or any future subsidiaries will also be contingent upon that subsidiary’s earnings and business considerations.

Our right to receive any assets of our existing subsidiary or any future subsidiary upon its liquidation or reorganization, and, therefore, your right to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if we were a creditor of that subsidiary, our rights as a creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by us.

The sale of the notes substantially increased our indebtedness which may make it more difficult to make payments on the notes or to obtain financing in the future.

As a result of the sale of the notes, we incurred approximately $51.75 million of additional indebtedness. We are not prohibited generally from incurring additional indebtedness under the indenture governing the notes, and we may incur substantial additional indebtedness in the future. The level of our indebtedness, among other things, could:

make it difficult for us to make payments on the notes;

make it difficult for us to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements or other purposes;

limit our flexibility in planning for, or reacting to changes in, our business; and

make us more vulnerable in the event of a downturn in our business.

There can be no assurance that we will be able to meet our debt service obligations, including our obligations under the notes.

We may not be able to pay our debt and other obligations.

Our earnings were insufficient to cover our fixed charges by approximately $206.4 million during our 2000 fiscal year and by approximately $50.2 million during our fiscal quarter ended April 30, 2001. If the notes had been outstanding during such periods, we would have had insufficient cash flow to pay the amount of interest that would have accrued on the notes during such period, and we cannot assure you that we will be able to pay interest and other amounts due on the notes as and when they become due and payable. If our cash flow is inadequate to meet our obligations, we could face substantial liquidity problems. If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on the notes or our other obligations, we would be in default under the terms of the notes, which would permit the holders of the notes to accelerate the maturity of the notes and could also cause defaults under future indebtedness we may incur. A default could have a material adverse effect on our business, prospects, financial condition and operating results. In addition, we cannot assure you that we would be able to repay amounts due in respect of the notes if payment of the notes were to be accelerated following the occurrence of an event of default as defined in the notes indenture.

There is no public market for the notes.

There has been no trading market for the notes or the warrants prior to this offering and we do not intend to list the notes, the warrants or the units for trading on any national securities exchange or for inclusion in any automated quotation system. Although Robertson Stephens, Inc. has advised us that it presently intends to make a market in the notes, the warrants and the units, as permitted by applicable laws and regulations, it is not obligated to make a market in the notes or the warrants. Robertson Stephens, Inc. could stop making a market at any time without notice. In addition, such market making activity will be subject to the limits imposed by the Securities Act of 1933 and the Securities Exchange Act of 1934. Accordingly, no market for the notes or the warrants may develop, and any market that develops may not last. If an active market for the notes or the warrants does not develop or is not sustained, the trading price for the notes or warrants could be materially adversely affected.

We may be required to repurchase the notes upon a repurchase event; however, we may not have sufficient funds to do so.

You may require us to repurchase all or any portion of your notes upon a repurchase event. Although there are currently no restrictions on our ability to pay the repurchase price, future debt agreements may prohibit us from repaying the repurchase price in cash. If we are prohibited from repurchasing the notes, we could seek consent from our lenders to repurchase the notes. If we are unable to obtain their consent, we could attempt to refinance the notes. If we were unable to obtain a consent or refinance, we would be prohibited from repurchasing the notes. If we were unable to repurchase notes upon a repurchase event, it would result in an event of default under our indenture. An event of default under the indenture could result in a further event of default under our other then-existing debt. In addition, the occurrence of the repurchase event may be an event of default under our other debt.

If the conversion price on the notes were reduced, it would result in dilution to the existing holders of our common stock.

The conversion price on the notes will be reduced if the conversion price is greater than the average closing price per share of our common stock under the situations described under “Description of Notes—Conversion Price Adjustments—Adjustment in the Event Our Common Stock Price Is Less Than the Conversion Price.” In addition, the conversion price on the notes may be reduced if we issue common stock or common stock equivalents at an issuance price (or with respect to common stock equivalents, such additional common stock is issued with a conversion or exercise price per share less than the conversion price of the notes then in effect immediately prior to the issuance) that is lower than the conversion price then in effect immediately prior to the issuance, as more fully described under “Description of Notes—Conversion Price Adjustments—Adjustment upon Issuance of Additional Stock.” If the conversion price on the notes is reduced as a result of these adjustments, holders of the notes will receive a greater number of shares of our common stock in connection with the conversion of the notes, thereby resulting in dilution to the existing holders of our common stock.

RATIOS OF EARNINGS TO FIXED CHARGES

Ratios of earnings to fixed charges are computed by dividing earnings by fixed charges. Earnings consist of income before income taxes and amortization of warrant expense in lieu of financing expenses. Fixed charges consist of interest on all indebtedness and amortization of warrant expense in lieu of financing expenses.

The following table sets forth our ratios of earnings to fixed charges for the periods indicated:

Period from Aug. 4, 1997 (Inception), to Dec. 31, 1997	Year Ended			Month ended Jan. 31, 2001	Quarter ended Apr. 30, 2001
Period from Aug. 4, 1997 (Inception), to Dec. 31, 1997	Dec. 31, 1998	Dec. 31, 1999	Dec. 31, 2000	Month ended Jan. 31, 2001	Quarter ended Apr. 30, 2001
—	—	—	—	—	—

For the above periods, earnings were insufficient to cover fixed charges by $595,000, $9,721,000, $66,565,000, $206,354,000, $19,013,000 and $50,184,000 in fiscal years 1997, 1998, 1999, 2000, one month transition period ended January 31, 2001, and three months ended April 30, 2001, respectively.

USE OF PROCEEDS

The selling securityholders will receive all of the proceeds from the sale under this prospectus of the notes, the warrants, the units and the common stock issuable upon conversion of the notes and exercise of the warrants. We will not receive any proceeds from these sales.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is traded on the Nasdaq National Market under the symbol “TIVO.” The following table sets forth, for the calendar and other periods indicated, the high and low sale prices per share of the common stock as reported on the Nasdaq National Market:

	High	Low
1999
Third Quarter	45.0000	29.5000
Fourth Quarter	59.3750	24.6250
2000
First Quarter	78.7500	30.5000
Second Quarter	37.5000	15.7500
Third Quarter	34.9062	16.1875
Fourth Quarter (ended December 31, 2000)	20.3750	4.5625
2001
One-month Transitional Period (ended January 31, 2001)	9.3750	5.5000
First Quarter (ended April 30, 2001)	7.5312	3.9700
Second Quarter (ended July 31, 2001)	12.2500	4.1000
Third Quarter (ended October 31, 2001)	7.4100	2.7500

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock and do not expect to do so in the foreseeable future. We currently intend to retain any earnings to finance the expansion and development of our business. Any future determination of the payment of dividends will be made at the discretion of the board of directors based upon various conditions, including our earnings, future prospects, financial condition and capital requirements as well as economic and business conditions and such other factors as the board of directors may deem relevant.

Under the terms of the indenture governing the notes, we are restricted from declaring or paying any dividends on, or making any distribution with respect to, our common stock, other than dividends or distributions we make in common stock or of rights pursuant to any stockholders’ rights plan we adopt.

Under the terms of an investment agreement with America Online, Inc., dated as of June 9, 2000, as amended as of September 11, 2000 and January 30, 2001, we issued to America Online, Inc. shares of our Series A convertible preferred stock with certain dividend and voting rights. Dividends on our Series A convertible preferred stock are calculated by multiplying the non-government institutional funds simple average rate by $30.00 per share times the number of shares of our Series A convertible preferred stock outstanding. Dividends on our Series A convertible preferred stock are payable quarterly as declared by our board of directors and accumulate and compound quarterly whether or not declared and to the extent not paid.

DESCRIPTION OF NOTES

We issued the notes under an indenture between us and The Bank of New York, as trustee. The following summary is not complete. It summarizes some, but not all, of the provisions of the notes, the indenture and the registration rights agreement. We have filed a copy of the indenture, the form of the notes and the registration rights agreement as exhibits to the registration statement of which this prospectus is a part, and you should read the actual terms of those documents for the definitive terms and conditions. We will provide to you, upon request, copies of the forms of the notes, indenture and registration rights agreement. As used in this description, the words “we,” “us” or “our” do not include any existing or future subsidiary of TiVo Inc.

General

The notes are our general unsecured obligations and are pari passu in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The notes are convertible into our common stock. The aggregate principal amount of the notes is $51,750,000. We issued the notes in fully registered, definitive form, denominated in integral multiples of $1,000 and will not be represented by a global security. The notes will mature on August 15, 2006, unless earlier converted, redeemed or repurchased.

The notes will bear interest at the annual rate shown on the cover page of this prospectus. Interest will accrue on the notes from August 24, 2001. Interest will be paid on each August 15 and February 15 of each year, beginning February 15, 2002 subject to limited exceptions if the notes are converted, redeemed or repurchased prior to an interest payment date. The record dates for payment of interest will be August 1 and February 1. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

We will maintain an office in the Borough of Manhattan in New York, New York where the notes may be presented for registration, transfer, exchange or conversion. As of the date of this prospectus, this will be an office or agency of The Bank of New York, located at 20 Broad Street, Lower Level, Corporate Trust Reorg. Dept., New York, NY 10005, Attention: Corporate Trust Administration. We may, at our option, pay interest on the notes by check mailed to the registered holders of notes. However, holders of more than $500,000 in principal amount of notes may elect in writing to be paid by wire transfer.

We are not restricted from incurring indebtedness under the indenture.

The notes are effectively subordinated in right of payment to all existing and future liabilities, including trade payables, if any, of our existing subsidiary and any future subsidiaries. We report our financial results on a consolidated basis and therefore do not prepare separate financial statements for our subsidiary; you should consider the possibility that a significant portion of our reported liabilities may be liabilities of our subsidiary.

Holders will not be required to pay a service charge for registration or transfer of their notes. We may, however, require holders to pay any tax or other governmental charge in connection with the transfer. We are not required to exchange or register the transfer of:

any note for a period of 15 days before the mailing of the notice of redemption;

any note or portion selected for redemption;

any note or portion surrendered for conversion; or

any note or portion surrendered for repurchase but not withdrawn in connection with a repurchase event.

Conversion by Holders

You may, at your option, convert your notes, in whole or in part, at any time prior to maturity into our common stock at an initial conversion price of $6.73 per share. You may convert notes in denominations of $1,000 and multiples of $1,000.

The conversion price is subject to adjustment in the three circumstances described below under “—Conversion Price Adjustments.”

If the notes are called for redemption, your conversion rights on the notes called for redemption will expire at the close of business of the last business day before the redemption date, unless we default in payment of the redemption price. If you have submitted your note for repurchase after a repurchase event, you may only convert your note if you deliver a withdrawal notice before the close of business on the last business day before the repurchase date.

Except as described below, we will not make any adjustment for accrued interest or dividends on common stock upon conversion of the notes. We will pay in cash, on any note surrendered for conversion during the period from the close of business on any interest payment date to which interest has been fully paid through the close of business on the business day preceding the record date for the next such interest payment date, accrued and unpaid interest, if any, to, but excluding, the date of conversion. Any such payment of accrued and unpaid interest will be made within 10 business days after the conversion date. Any note surrendered for conversion during the period from the close of business on the record date for any interest payment date through the close of business on the next business day next preceding such interest payment date will be accompanied by payment of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, however, that no such payment need be made if there exists at the time of conversion a default in the payment of interest on the notes. We will pay a cash adjustment for any fractional shares otherwise issuable upon conversion based on the market price of our common stock on the last business day before the conversion date.

You can convert your notes by delivering the notes to an office or agency of the trustee in the Borough of Manhattan, The City of New York, along with a duly signed and completed notice of conversion and any other documents required by the indenture, forms of which may be obtained from the trustee. The conversion date will be the date on which the note and the duly signed and completed notice of conversion are delivered. We will use our reasonable best efforts to, within three business days after the conversion date, issue and deliver to the number of full shares of common stock issuable upon conversion, We will deliver any cash payment for fractional shares no later than 10 business days after the date of conversion. If you have previously elected to have us repurchase your notes, you will have to withdraw such election prior to conversion.

If we have not delivered the number of shares of our common stock issued upon conversion of notes by any holder within 10 business days after the date of conversion with respect to such notes, we will pay that holder liquidated damages in the amount of one percent of the outstanding principal amount of notes converted by that holder. We will pay any such liquidated damages within 10 business days of the date from which such liquidated damages accrued.

If you deliver a note for conversion, you will not be required to pay any taxes or duties for the issue or delivery of common stock on conversion. However, we will not pay any transfer tax or duty payable as a result of the issuance or delivery of the common stock in a name other than that of the holder of the note. We will not issue or deliver common stock certificates unless we have been paid the amount of any transfer tax or duty or we have been provided satisfactory evidence that the transfer tax or duty has been paid.

Conversion Price Adjustments

Adjustment in the Event Our Common Stock Price Is Less Than the Conversion Price

The conversion price will be adjusted on November 4, 2001 if the average closing price per share of our common stock for the 10 consecutive trading days preceding November 4, 2001 is less than the conversion price on November 4, 2001, to the greater of such average closing price or the floor price of $4.21 per share. The conversion price will also be adjusted on August 23, 2002 if the average closing price per share of our common stock for the 10 consecutive trading days preceding August 23, 2002 is less than the conversion price on August 23, 2002, to the greater of such average closing price or the floor price of $4.21 per share. In no event will the conversion price be

increased by these adjustments. The floor price of $4.21 per share is subject to antidilution adjustment in accordance with any antidilution adjustment to the conversion price described under “—Antidilution Adjustment.”

Adjustment upon Issuance of Additional Stock

If at any time prior to August 28, 2003, we issue, in a single transaction, additional stock consisting of a primary security plus warrants to purchase our common stock with an effective primary security issuance price that is less than the effective conversion price otherwise in effect immediately prior to such issuance, the conversion price for the notes will be adjusted so that the effective conversion price equals the effective primary security issuance price.

If at any time prior to August 28, 2003, we issue additional stock in certain circumstances for a per share price that is less than the effective conversion price in effect immediately prior to the issuance (or with respect to additional stock that is a common stock equivalent, such additional stock is issued with a conversion or exercise price per share less than the effective conversion price of the notes then in effect immediately prior to the issuance), the conversion price of the notes will thereupon be adjusted so that the effective conversion price equals the per share price paid for the additional stock (or the conversion or exercise price per share of such additional stock that is a common stock equivalent). In the event that any common stock equivalent constituting such newly issued additional stock contains an adjustment provision pursuant to which the conversion or exercise price of such common stock equivalent may itself be adjusted in certain circumstances and such adjustment occurs, resulting in a reduction of such conversion or exercise price to a price lower than the conversion price then in effect for the notes, regardless of whether such adjustment occurs after August 28, 2003, the conversion price for the notes will be adjusted so that the effective conversion price equals the adjusted new issuance price.

The term “primary security” means the security, whether in the form of common stock or a common stock equivalent, to which we allocate for income tax purposes the largest percentage of the aggregate purchase price for the primary security plus warrants.

The term “effective conversion price” means the product of the conversion price for the notes otherwise in effect and 80%, the percentage of the purchase price for the securities offered hereby we will allocate for income tax purposes to the notes. The initial effective conversion price is $5.45.

The term “effective primary security issuance price” means the product of the per share price, conversion price or exercise price, as applicable, of the primary security and the percentage of the aggregate purchase price for the primary security plus warrants that we allocate for income tax purposes to the primary security.

The term “additional stock” means any shares of common stock or common stock equivalents issued by us other than:

shares of common stock or common stock equivalents issued in a transaction covered by the conversion price adjustments described below in “—Antidilution Adjustment”;

shares of common stock or common stock equivalents issued for noncash consideration in connection with any arm’s length commercial agreement approved by our board of directors, so long as the cumulative aggregate market value of all such shares of common stock, together, with respect to common stock equivalents, with the market value of all shares of common stock into or for which such common stock equivalents are convertible, exchangeable or exercisable, which market value for each such issuance will be measured at the time of such issuance, does not exceed a cumulative aggregate of $20,000,000, as determined in reasonable good faith by our board of directors;

shares of common stock and common stock equivalents issued for cash consideration in connection with any arm’s length commercial agreement approved by our board of directors, so long as the cumulative aggregate market value of all such shares of common stock, or with respect to common stock equivalents, the cumulative aggregate market value of all shares of common stock into or for which such common stock equivalents are convertible, exchangeable or exercisable, at the time of each such issuance, does not exceed $10,000,000;

shares of common stock or common stock equivalents issued or issuable to our employees, consultants or directors directly or pursuant to a stock option plan or restricted stock plan approved by our board of directors;

warrants with an exercise price that is equal to or greater than the average closing price of our common stock for the 10 consecutive trading days preceding the date of issuance of such warrants, issued to financial institutions or lessors in connection with commercial credit arrangements or equipment financings;

shares of common stock or common stock equivalents issuable upon exercise of common stock equivalents outstanding as of August 28, 2001;

shares of common stock or common stock equivalents issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by our board of directors; and

shares of common stock issued or issuable upon conversion of the notes or exercise of the warrants.

The term “common stock equivalents” means:

any evidence of indebtedness convertible into, exchangeable for or exercisable for common stock, shares of capital stock, other than common stock, convertible into, exchangeable for or exercisable for common stock or other securities convertible into, exchangeable for or exercisable for common stock; and

any rights, options or warrants to subscribe for, purchase or otherwise acquire either common stock or any of the securities described in the preceding clause.

Antidilution Adjustment

The conversion price of $6.73 per share will be adjusted if:

we make a dividend or distribution of our common stock on our common stock;

we subdivide or combine our common stock;

we issue rights or warrants to all holders of our common stock to purchase common stock at less than the market price of our common stock on the record date for such issuance;

we make a dividend or distribution to all holders of our common stock of capital stock or evidences of indebtedness or assets, but excluding:

dividends, distributions and rights or warrants referred to in (1) and (3) above, or

dividends and distributions paid in cash (except as set forth in paragraphs (5) and (6) below);

we make a dividend or distribution consisting exclusively of cash to all holders of common stock if the aggregate amount of these distributions combined together with

all other all-cash distributions made within the preceding 12 months in respect of which we made no adjustment plus

any cash and the fair market value of other consideration payable in any tender offers by TiVo or any of our subsidiaries for common stock concluded within the preceding 12 months in respect for which we made no adjustment

exceeds 10% of TiVo’s market capitalization, being the product of the then current market price of the common stock multiplied by the number of shares of our common stock then outstanding;

the purchase of common stock pursuant to a tender offer made by TiVo or any of our subsidiaries involves an aggregate consideration that, together with

any cash and the fair market value of any other consideration payable in any other tender offer by TiVo or any of our subsidiaries for common stock expiring within the 12 months preceding such tender offer for which we have made no adjustment plus

the aggregate amount of any such all-cash distributions referred to in (5) above to all holders of Common Stock within the 12 months preceding the expiration of the tender offer for which we have made no adjustment

exceeds 10% of TiVo’s market capitalization on the expiration of such tender offer; or

payment on tender offers or exchange offers by a third party other than TiVo or our subsidiaries if, as of the closing date of the offer, our board of directors does not recommend rejection of the offer. We will only make this adjustment if a tender offer increases the person’s ownership to more than 25% of our outstanding common stock and the payment per share is greater than the current market price of the common stock. We will not make this adjustment if the tender offer is a merger or transaction described below under “Consolidation, Merger or Assumption.”

No adjustment in the conversion price will be required unless it would result in a change in the conversion price of at least one percent. Any adjustment not made will be taken into account in subsequent adjustments.

If we implement a new stockholders’ rights plan, we will be required under the indenture to provide that the holders of notes will receive the rights upon conversion of the notes, whether or not these rights were separated from the common stock prior to conversion.

Upon the occurrence of any of the following events, each note then outstanding will, without the consent of the holder of any note, become convertible only into the kind and amount of shares of stock and other securities or property or assets, including cash, receivable upon such event by a holder of a number of shares of common stock issuable upon conversion of such notes immediately prior to such event:

reclassification of or change in our outstanding common stock, other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination,

consolidation, merger or combination with another person as a result of which our stockholders shall be entitled to receive stock, securities or other property or assets, including cash, with respect to or in exchange for their common stock,

a statutory exchange as a result of which our stockholders generally shall be entitled to receive stock, securities or other property or assets, including cash, with respect to or in exchange for their common stock, or

sale or conveyance of our properties and assets as, or substantially as, an entirety to any other person as a result of which our stockholders shall be entitled to receive stock, securities or other property or assets, including cash, with respect to or in exchange for their common stock.

This calculation assumes that a sufficient number of authorized shares of common stock are available to convert all of the notes. In addition, this calculation will be made based on the assumption that the holder of common stock failed to exercise any rights of election that holders who were entitled to vote or consent to such transaction may have had to select a particular type of consideration.

As described under “Certain U.S. Federal Income Tax Consequences,” you may, in some circumstances, be deemed to have received a distribution or dividend subject to United States federal income tax as a result of an adjustment, or the nonoccurrence of an adjustment, to the conversion price.

We are permitted to reduce the conversion price of the notes for limited periods of time, if our board of directors deems it advisable. Any such reduction shall be effective for not less than 20 days. We are required to give at least 15 days prior notice of any such reduction. We may also reduce the conversion price to avoid or diminish income tax to holders of our common stock in connection with a dividend or distribution of stock or similar event.

Provisional Redemption

We may redeem the notes, in whole or in part, at any time before maturity at a redemption price, in cash, equal to $1,000 per $1,000 principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Before August 28, 2004, we may only exercise this right if:

the closing price per share of our common stock exceeds 200% of the then effective conversion price (not including the effect of any adjustment that would otherwise have been made on either the effective registration adjustment date or August 23, 2002, as described above under “—Conversion Price Adjustments—Adjustment in the Event Our Common Stock Price Is Less Than the Conversion Price,” or of any additional conversion price adjustment for issuances of common stock or common stock equivalents with an effective per share price lower than the then effective conversion price, as described above under “—Conversion Price Adjustments—Adjustment upon Issuance of Additional Stock”) for any 20 out of 30 consecutive trading days and

within 10 days following the end of such 30-day period, we mail a notice of redemption to you.

In order for us to exercise this right prior to the last date on which the registration statement of which this prospectus is a part is required to remain effective and available for use pursuant to the registration rights agreement, the registration statement must be:

effective and available for use at all times during the period beginning 30 days prior to the date of the redemption notice and ending on the earlier of the redemption date or the last date on which the registration statement is required to remain effective and available for use pursuant to the registration rights agreement, and

expected to remain effective and available for use until the earlier of 30 days following the redemption date or the last date on which the registration statement is required to remain effective pursuant to the registration rights agreement.

You may convert your notes into shares of our common stock at any time prior to the redemption date, which may not be less than 60 days nor more than 90 days after the date of mailing of the redemption notice. If we redeem some or all of the notes prior to August 28, 2002, we will make an additional payment in cash with respect to the notes called for redemption in an amount equal to $70 per $1,000 principal amount of the notes, less the amount of any interest we actually paid on the notes before the date we mailed the notice. This payment represents approximately one year’s interest. We must make this additional payment on all notes called for provisional redemption, including notes converted after the date we mailed the notice.

Repurchase at Option of Holders upon a Repurchase Event

If a repurchase event occurs, you will have the right, at your option, to require us to repurchase all or any portion of your notes, in cash, 40 days after we mail holders and the trustee a notice of the repurchase event. The repurchase price we are required to pay will be 110% of the principal amount of the notes submitted for repurchase plus accrued and unpaid interest to, but excluding, the repurchase date. If a repurchase date is an interest payment date, we will pay the interest to the record holder on the record date. If a redemption date, as described above under “—Provisional Redemption,” occurs prior to any repurchase date established pursuant to the repurchase notice, provided that we have deposited or set aside an amount of money sufficient to redeem the notes on or before the repurchase date, all such notes will be redeemed and the repurchase rights will have no effect.

We will be required to mail to holders a notice within 10 days after the occurrence of a repurchase event. The notice must describe the repurchase event, your right to elect repurchase of the notes and the repurchase date. We must deliver a copy of the notice to the trustee and cause a copy, or a summary of the notice, to be published in a newspaper of general circulation in New York, New York. You may exercise your repurchase rights by delivering written notice to us and the trustee. The notice must be accompanied by the notes duly endorsed for transfer to us. You must deliver the exercise notice on or before the close of business on the thirty-fifth calendar day after the mailing date of the repurchase notice.

A repurchase event will be considered to have occurred if:

our common stock or other common stock into which the notes are convertible is neither listed for trading on a United States national securities exchange nor approved for trading on the Nasdaq National Market or the Nasdaq SmallCap Market, or

one of the following “change in control” events occurs:

any person or group becomes a beneficial owner of more than 50% of the voting power of our outstanding securities entitled to vote generally in the election of our directors;

our stockholders approve any plan or proposal for our liquidation, dissolution or winding up;

we consolidate with or merge into any other corporation or any other corporation merges into us and, as a result, our outstanding common stock is changed or exchanged for other assets or securities unless our stockholders immediately before the transaction own, directly or indirectly, immediately following the transaction at least 51% of the combined voting power of the corporation resulting from the transaction in substantially the same proportion as their ownership of our voting stock immediately before the transaction;

we convey, transfer or lease all or substantially all of our assets to any person; or

the continuing directors, as defined below, do not constitute a majority of our board of directors at any time.

However, a change in control will not be deemed to have occurred if:

the closing price per share of our common stock for any 5 trading days during the 10 trading days immediately before the change in control is equal to at least 105% of the then effective conversion price and, if such change in control occurs on a date that is prior to the last date on which this registration statement is required to remain effective pursuant to the registration rights agreement, this registration statement is effective and available for use, or

all of the consideration, excluding cash payments for fractional shares, in the case of a merger or consolidation or transfer of assets constituting the change in control consists of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market or another established automated over-the-counter trading market in the United States, and as a result of the transaction the notes become convertible solely into that common stock. However, this exception will only apply in the event that the issuer of the common stock has a total market capitalization of at least $150 million and the product of

the average daily trading volume of such common stock for the 10 trading days immediately preceding the date on which we execute the definitive agreement with respect to the transaction otherwise constituting a change in control or, in the event no such definitive agreement is executed, the date on which the transaction otherwise constituting a change in control is deemed to have occurred, as we determine in good faith (we refer to either of these dates as the “measurement date”) and

the average of the daily volume-weighted average per share price of such common stock for the 10 trading days immediately preceding the measurement date

exceeds $1.5 million.

The term “continuing director” means at any date a member of our board of directors:

who was a member of our board of directors on the closing date; or

who was nominated or elected by at least a majority of the directors who were continuing directors at the time of the nomination or election or whose election to our board of directors was recommended by at least a majority of the directors who were continuing directors at the time of the nomination or election or by a nominating committee whose authority and membership was approved by a majority of the directors who were continuing directors at the time the committee was formed.

Under the above definition of continuing directors, if our current board of directors approves a new director or directors and then resigned, no change in control would occur, even though all of the current directors would then cease to be in office.

You may require us to repurchase all or any portion of your notes upon a repurchase event. We may not have sufficient cash funds to repurchase such securities upon a repurchase event. Although there are currently no restrictions on our ability to pay the repurchase price, future debt agreements may prohibit us from repaying the repurchase price in cash. If we are prohibited from repurchasing the notes, we could seek consent from our lenders to repurchase the notes. If we are unable to obtain their consent, we could attempt to refinance the notes. If we were unable to obtain a consent or refinance, we would be prohibited from repurchasing the notes. If we were unable to repurchase notes upon a repurchase event, it would result in an event of default under the indenture. An event of default under the indenture could result in a further event of default under our other then-existing debt. In addition, the occurrence of the repurchase event may be an event of default under our other debt.

In addition, if we are unable to repurchase on the repurchase date all of the notes as to which the repurchase right has been properly exercised, the aggregate amount of notes we may repurchase will be allocated pro rata among each note surrendered for repurchase, based on the principal amount of the note, in proportion to the aggregate amount of notes surrendered for repurchase.

The interpretation of the phrase “all or substantially all” used in the definition of change in control would likely depend on the facts and circumstances existing at such time. As a result, there may be uncertainty as to whether or not a sale or transfer of “all or substantially all” of our assets has occurred.

The change in control feature may not necessarily afford you protection in the event of a highly leveraged transaction, a change in control of us or similar transactions involving us. We could, in the future, enter into transactions, including recapitalizations, that would not constitute a change in control but that would increase the amount of our senior indebtedness or other debt. We are not generally prohibited from incurring indebtedness under the indenture. If we incur significant amounts of additional indebtedness, this could have an adverse effect on our ability to make payments on the notes.

In addition, our management could undertake leveraged transactions that could constitute a change in control. The board of directors does not have the right under the indenture to limit or waive the repurchase right in the event of these types of leveraged transaction. Our requirement to repurchase notes upon a repurchase event could delay, defer or prevent a change of control. As a result, the repurchase right may discourage:

a merger, consolidation or tender offer;

the assumption of control by a holder of a large block of our shares; and

the removal of incumbent management.

The offer to repurchase could be considered an issuer tender offer under Rule 13e-4 under the Securities Exchange Act of 1934, and we will comply with this rule to the extent applicable.

Events of Default and Remedies

The following events constitute “events of default” under the indenture:

we fail to pay the principal or premium, if any, on any of the notes when due;

we fail to pay interest on the notes when due or liquidated damages due under the terms of the registration rights agreement when due if such failure continues for 30 days;

we fail to deliver shares of our common stock within 30 calendar days after conversion of a note;

we fail to perform any covenant in the indenture if such failure continues for 60 days after notice is given in accordance with the indenture;

we fail to repurchase any notes after a repurchase event;

we fail to provide timely notice of a repurchase event;

we fail or any of our significant subsidiaries fail to make any payment at maturity on any indebtedness (as defined above), including any applicable grace periods, in an amount in excess of $5,000,000, and such amount has not been paid or discharged within 30 days after notice is given in accordance with the indenture;

a default by us or any significant subsidiary on any indebtedness (as defined above) that results in the acceleration of indebtedness in an amount in excess of $5,000,000, without this indebtedness being discharged or the acceleration being rescinded or annulled for 30 days after notice is given in accordance with the indenture; or

certain events involving bankruptcy, insolvency or reorganization of us or any significant subsidiary under Rule 1-02 of Regulation S-X of the Securities Act of 1933.

The trustee is generally required under the indenture, within 90 days after it becomes aware of a default, to provide holders written notice of all incurred defaults. However, the trustee may, except in the case of a payment default on the notes, withhold this notice of default if it determines that withholding the notice is in the best interest of the holders.

If an event of default has occurred and is continuing, the trustee or the holders of not less than 25% in principal amount of outstanding notes, may declare the principal and premium on the notes to be immediately due and payable. After acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of outstanding notes may rescind the acceleration if all events of default, other than the payment of principal of and accrued interest on the notes that have become due solely because of the acceleration, have been cured or waived as provided in the indenture. If an event of default arising from events of bankruptcy, insolvency or reorganization occurs and is continuing with respect to us, all unpaid principal of and accrued interest on the outstanding notes would become due and payable immediately without any declaration or other act on the part of the trustee or holders of notes.

Holders of a majority in principal amount of outstanding notes may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee, subject to specified limitations. Before exercising any right or power under the indenture at the direction of the holders, the trustee will be entitled to receive from such holders reasonable security or indemnity reasonably satisfactory to it against any costs, expenses and liabilities that it might incur as a result.

Before you may take any action to institute any proceeding relating to the indenture, or to appoint a receiver or a trustee, or for any other remedy, each of the following must occur:

you must have given the trustee written notice of a continuing event of default;

the holders of at least 25% of the aggregate principal amount of all outstanding notes must make a written request of the trustee to take action because of the default;

holders must have offered indemnification reasonably satisfactory to the trustee against the cost, expenses and liabilities of taking action; and

the trustee must not have taken action for 60 days after receipt of such notice and offer of indemnification.

These limitations do not apply to a suit for the enforcement of payment of the principal of or any premium or interest on a note or the right to convert the note in accordance with the indenture.

Generally, the holders of not less than a majority of the aggregate principal amount of outstanding notes may waive any default or event of default, except if:

we fail to pay principal, premium or interest on any note when due;

we fail to convert any note into common stock; or

we fail to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.

We will send the trustee annually a statement as to whether we are in default and the nature of any default under the indenture.

Consolidation, Merger or Assumption

We may not consolidate or merge into another person or sell, lease, convey or transfer all or substantially all of our assets to another person, whether in a single or series of related transactions, unless:

either:

in the case of a merger or consolidation that does not involve a transfer of all or substantially all of our property and assets, we are the surviving entity, or

the resulting entity is a corporation, limited liability company, partnership or trust and is organized and existing under the laws of the United States, or any state of the United States or the District of Columbia and expressly assumes in writing the due and punctual payment of amounts due on all of the notes and the performance or observance of all of our covenants under the indenture;

immediately after giving effect to such transaction, no event of default, and no event that after notice or lapse of time or both, would become an event of default, shall have happened and be continuing; and

the conditions set forth in the indenture are satisfied.

Certain Covenants

We have agreed that, so long as $12,937,500 or more in aggregate principal amount of notes remain outstanding, we will not, and will not permit any of our subsidiaries to, directly or indirectly:

declare or pay any dividend on, or make any distribution with respect to, our common stock or the common stock of any of our subsidiaries (other than dividends or distributions we make in common stock or of rights pursuant to any stockholders’ rights plan we adopt); or

purchase, redeem or otherwise acquire for value any of our common stock or common stock of our subsidiaries. These provisions will not, however, prohibit:

our compliance with the provisions of our investment agreement with America Online, Inc. pursuant to which we may be required to repurchase shares of common stock held by America Online;

the repurchase, redemption or other acquisition for value of any of our common stock in exchange for, or out of the net cash proceeds of the substantially concurrent sale of, any of our other equity interests;

the repurchase, redemption or other acquisition for value of any of our common stock held by any of our or our subsidiaries’ employees, consultants or directors pursuant to any stock option plan or restricted stock plan, or any employee, consultant, director or management equity subscription agreement or stock option agreement, approved by our board of directors;

dividends or distributions by any of our subsidiaries to another of our subsidiaries; or

dividends or distributions by any of our subsidiaries to any other holder of our common stock made pro rata to all holders of such subsidiary’s common stock.

We have agreed not to permit any of our existing or future subsidiaries to create incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise, with respect to any indebtedness in excess of a principal amount of $5 million. The foregoing provision will not prohibit the incurrence by any of our

subsidiaries of any indebtedness to us or any of our other subsidiaries or the incurrence of indebtedness by any of our subsidiaries to refund, refinance or repurchase outstanding indebtedness of any of our other subsidiaries, provided that there is not outstanding immediately thereafter indebtedness of our subsidiaries in an aggregate amount exceeding $5 million.

We will file the reports required to be filed by us under the Securities Exchange Act of 1934, and the rules, regulations and policies adopted by the Securities and Exchange Commission thereunder in a timely manner in accordance with the requirements of the Securities Exchange Act of 1934. If at any time we are not required to file these reports, we will, upon the request of any holder of the Notes, make available such information as would be necessary to permit sales of securities of pursuant to Rule 144A under the Securities Act of 1933.

We have agreed to comply with all applicable laws, including the Securities Act of 1933 and any applicable state securities laws, in connection with the offer and sale of common stock, and other securities and property deliverable, upon conversion of the notes.

Modifications of the Indenture

From time to time, we and the trustee, without consent of the holders of the notes, may amend or supplement the indenture for certain purposes, including curing defects or inconsistencies or making changes that do not adversely affect the rights of any holder. In other circumstances, the consent of the holders of a majority in principal amount of the outstanding notes affected is required to make a modification or amendment to the indenture. However, a modification or amendment requires the consent of the holder of each outstanding note affected if it would:

extend the maturity date of any note;

reduce the interest rate or extend the time of payment of interest on any note;

reduce the principal amount or any premium of any note;

reduce any amount payable upon redemption or repurchase of any note;

adversely change our obligation to repurchase any note upon a repurchase event;

adversely change the holder’s right to institute suit for the payment of any note;

change the currency in which any note is payable;

adversely modify the right to convert the notes;

subordinate in right of payment the notes to any other indebtedness; or

reduce the percentage required to consent to modifications and amendments.

Satisfaction and Discharge

We may discharge our obligations under the indenture while notes remain outstanding if:

all notes will become due in one year or are scheduled for redemption in one year; and

we deposit sufficient funds to pay all outstanding notes on their scheduled maturity or redemption date.

DESCRIPTION OF FIVE-YEAR WARRANTS

We issued the five-year warrants under a warrant agreement between us and The Bank of New York, as warrant agent. The following summary is not complete. It summarizes some, but not all, of the provisions of the five-year warrants, the warrant agreement and the registration rights agreement. We have filed a copy of the warrant agreement, the form of the five-year warrants, and the registration rights agreement as exhibits to the registration statement of which this prospectus is a part, and you should read the actual terms of those documents for the definitive terms and conditions. We will provide to you, upon request, copies of the forms of five-year warrants, the warrant agreement and registration rights agreement. As used in this description, the words “we,” “us” or “our” do not include any existing or future subsidiary of TiVo Inc.

General

Each five-year warrant, when exercised, entitles the holder to purchase one share of our common stock at an exercise price of $7.85 per share. We issued the five-year warrants in definitive registered form. The five-year warrants are not represented by a global security. The exercise price and the number of shares of common stock issuable upon exercise of one five-year warrant are both subject to adjustment as described below.

The five-year warrants may be exercised at any time on or before 5:00 p.m., New York City time, on August 28, 2006.

Any five-year warrant not exercised before the close of business on August 28, 2006 will become void, and all the rights of the holder under the five-year warrants and the warrant agreement governing the five-year warrants will cease.

No fractional shares of common stock will be issued upon exercise of the five-year warrants. If any fraction of a share of common stock otherwise would be issuable on the exercise of any five-year warrant or specified portion of a five-year warrant, we will pay to the holder an amount in cash based on the market price of our common stock on the last business day before the exercise date.

We will maintain an office in the Borough of Manhattan in New York, New York where the five-year warrants may be presented for registration, transfer, exchange or conversion. As of the date of this prospectus, this will be an office or agency of The Bank of New York, located at 20 Broad Street, Lower Level, Corporate Trust Reorg. Dept., New York, NY 10005, Attention: Corporate Trust Administration.

Holders will not be required to pay a service charge for registration or transfer of their five-year warrants. We may, however, require holders to pay any tax or other governmental charge in connection with the transfer. We are not required to exchange or register the transfer of:

any five-year warrant or portion selected for expiration; or

any five-year warrant or portion surrendered for exercise.

Exercise by Holders

You can exercise your five-year warrants by delivering the warrant certificate evidencing the five-year warrants to an office or agency of the warrant agent in the Borough of Manhattan, The City of New York, along with a duly signed and completed notice of exercise and any other documents required by the warrant agreement governing the five-year warrants, forms of which may be obtained from the warrant agent and payment in full of the exercise price for each share of common stock or other security issuable upon exercise of the five-year warrants. The exercise date will be the date on which the warrant certificate, the duly signed and completed notice of exercise, a letter for the holder containing representations and agreements relating to the restrictions on transfer of the shares of common stock issued upon exercise of the five-year warrants and an opinion of counsel if we or the warrant agent requests, except in the case of a cashless exercise, as described below, that is in

compliance with Section 3(a)(9) of the Securities Act of 1933, and any other documentation or certifications reasonably requested by us or the warrant agent are delivered. As soon as practicable after the exercise of any five-year warrant as described above, we will issue or cause to be issued to or upon the written order of the registered holder of the warrant certificate evidencing the exercised five-year warrant, a certificate or certificates evidencing the shares of common stock to which the holder is entitled, in fully registered form, registered in such name or names as may be directed by the holder pursuant to notice of exercise.

The exercise price may be paid:

in cash or by certified or official check or by wire transfer to an account designated by us for such purpose;

by tendering a principal amount of notes in integral multiples of $1,000, including any accrued interest thereon, equal to, together with any payment of cash pursuant to the bullet point above, the exercise price; or

without the payment of cash, which we sometimes refer to as a “cashless exercise,” by reducing the number of shares common stock that would be obtainable upon the exercise of one five-year warrant and payment of the exercise price in cash so as to yield a number of shares of common stock upon the exercise of such five-year warrant equal to the product of

the number of shares of common stock for which such five-year warrant is exercisable as of the date of exercise, if the exercise price were being paid in cash, and

the cashless exercise ratio.

The “cashless exercise ratio” is a fraction, the numerator of which is the excess of the current market value per share of common stock based on the market price of our common stock on the last trading day before the exercise date over the exercise price per share as of the last trading day before the exercise date and the denominator of which is the market price per share of the common stock on the last trading day before the exercise date. Upon surrender of one five-year warrant certificate representing more than one five-year warrant in connection with the holder’s option to elect a cashless exercise, the number of shares of common stock deliverable upon a cashless exercise shall be equal to the number of shares of common stock issuable upon the exercise of five-year warrants that the holder specifies are to be exercised pursuant to a cashless exercise multiplied by the cashless exercise ratio. All provisions of the warrant agreement governing the five-year warrants shall be applicable with respect to a surrender of a warrant certificate pursuant to a cashless exercise for less than the full number of five-year warrants represented thereby. If any holder exercises less than all of the warrants evidenced by a warrant certificate, a new warrant certificate will be issued to such holder for the remaining number of five-year warrants.

If you deliver a warrant certificate for exercise, you will not be required to pay any taxes or duties for the issue or delivery of common stock on exercise. However, we will not pay any transfer tax or duty payable as a result of the issuance or delivery of the common stock in a name other than that of the holder of the five-year warrant. We will not issue or deliver common stock certificates unless we have been paid the amount of any transfer tax or duty or we have been provided satisfactory evidence that the transfer tax or duty has been paid.

The number of shares issuable upon exercise of the five-year warrants and the exercise price of $7.85 per share will be adjusted if:

we make a dividend or distribution of our common stock on our common stock;

we subdivide or combine our common stock;

we issue rights or warrants to all holders of our common stock to purchase common stock at less than the market price of our common stock on the record date for such issuance;

we make a dividend or distribution to all holders of our common stock of capital stock or evidences of indebtedness or assets, but excluding:

dividends, distributions and rights or warrants referred to in (1) and (3) above, or

dividends and distributions paid exclusively in cash (except as set forth in paragraphs (5) and (6) below);

we make a dividend or distribution consisting exclusively of cash to all holders of common stock if the aggregate amount of these distributions combined together with

all other all-cash distributions made within the preceding 12 months in respect of which we made no adjustment plus

exceeds

10% of TiVo’s market capitalization, being the product of the then current market price of the common stock multiplied by the number of shares of our common stock then outstanding;

the purchase of common stock pursuant to a tender offer made by TiVo or any of our subsidiaries involves an aggregate consideration that, together with

the aggregate amount of any such all-cash distributions referred to in (5) above to all holders of common stock within the 12 months preceding the expiration of the tender offer for which we have made no adjustment

exceeds

10% of TiVo’s market capitalization on the expiration of such tender offer; or

If we implement a new stockholders’ rights plan, we will be required under the warrant agreement to provide that the holders of five-year warrants will receive the rights upon exercise of the five-year warrants, whether or not these rights were separated from the common stock prior to exercise.

Upon the occurrence of any of the following events, each five-year warrant then outstanding will, without the consent of the holder of any five-year warrant, become exercisable only into the kind and amount of shares of stock and other securities or property or assets, including cash, receivable upon such event by a holder of a number of shares of common stock issuable upon exercise of such five-year warrants immediately prior to such event:

This calculation assumes that a sufficient number of authorized shares of common stock are available to exercise all of the five-year warrants. In addition, this calculation will be made based on the assumption that the holder of common stock failed to exercise any rights of election that holders who were entitled to vote or consent to such transaction may have had to select a particular type of consideration.

No adjustment in the number of shares issuable upon exercise of the five-year warrants or in the exercise price will be required unless it would result in an increase or decrease of at least one percent in the number of shares issuable upon exercise of the five-year warrants or in the exercise price. Any adjustment not made will be taken into account in subsequent adjustments.

No Rights as Stockholders

The holders of unexercised five-year warrants are not entitled, as such, to receive cash dividends or other distributions, vote on matters submitted to our stockholders, consent to any action of the stockholders or receive notice of any meeting of the stockholders or any other stockholder proceedings.

Modifications of the Warrant Agreement

From time to time, we and the warrant agent, without consent of the holders of the five-year warrants, may amend or supplement the warrant agreement for certain purposes, including curing defects or inconsistencies or making changes that do not materially adversely affect the rights of any holder. Any amendment or supplement to the warrant agreement that has a material adverse effect on the interests of the holders of the five-year warrants requires the written consent of the holders of a majority of the then outstanding five-year warrants. The consent of each holder of the five-year warrants affected is required for any amendment pursuant to which the exercise price would be increased, the redemption price of the five-year warrants would be decreased, or the number of warrant shares purchasable upon exercise of five-year warrants would be decreased, other than pursuant to adjustments provided for in the warrant agreement as generally described above and as amended by holders of a majority of the then outstanding five-year warrants.

Certain Covenants

We will file the reports required to be filed by us under the Securities Exchange Act of 1934, and the rules, regulations and policies adopted by the Securities and Exchange Commission thereunder in a timely manner in accordance with the requirements of the Securities Exchange Act of 1934. If at any time we are not required to file these reports, we will, upon the request of any holder of the five-year warrants, make available such information as would be necessary to permit sales of securities of pursuant to Rule 144A under the Securities Act of 1933.

DESCRIPTION OF UNITS

Each unit consists of one one-year warrant to purchase one share of our common stock and one five-year terminable warrant to purchase .33 of a share of our common stock. The one-year warrant and the five-year terminable warrant that comprise each unit will not be separately transferable, except that upon the exercise of the one-year warrant, the five-year terminable warrant may thereafter be separately transferred. The terms of the one-year warrants and the five-year terminable warrants are described below.

DESCRIPTION OF ONE-YEAR WARRANTS

We issued the one-year warrants under a warrant agreement between us and The Bank of New York, as warrant agent. The following summary is not complete. It summarizes some, but not all, of the provisions of the one-year warrants, the warrant agreement and the registration rights agreement. We have filed a copy of the warrant agreement, the form of the one-year warrants, and the registration rights agreement as exhibits to the registration statement of which this prospectus is a part, and you should read the actual terms of those documents for the definitive terms and conditions. We will provide to you, upon request, copies of the forms of one-year warrants, the warrant agreement and registration rights agreement. As used in this description, the words “we,” “us” or “our” do not include any existing or future subsidiary of TiVo Inc.

General

Each one-year warrant, when exercised, entitles the holder to purchase one share of our common stock at an exercise price of $6.73 per share. We issued the one-year warrants in definitive registered form. The one-year warrants are not represented by a global security. The exercise price and the number of shares of common stock issuable upon exercise of one one-year warrant are both subject to adjustment as described below.

The one-year warrants may be exercised, unless earlier terminated at our option as set forth below under “—Termination at Our Option,” at any time on or before 5:00 p.m., New York City time, on August 28, 2002. The one-year warrants are not separately transferable from the five-year terminable warrants. The one-year warrants and the five-year terminable warrants are separately exercisable. However, the five-year terminable warrants are not exercisable until the one-year warrants with which such five-year terminable warrants comprise units have been exercised, and the units have been separated. See “Description of Five-Year Terminable Warrants—Exercise by Holders.”

Any one-year warrant not terminated or exercised before the close of business August 28, 2002 will become void, and all the rights of the holder under the one-year warrant and the warrant agreement governing the one-year warrants will cease.

No fractional shares of common stock will be issued upon exercise of the one-year warrants. If any fraction of a share of common stock otherwise would be issuable on the exercise of any one-year warrant or specified portion of a one-year warrant, we will pay to the holder an amount in cash based on the market price of our common stock on the last business day before the exercise date.

We will maintain an office in the Borough of Manhattan in New York, New York where the one-year warrants may be presented for registration, transfer, exchange or conversion. As of the date of this prospectus, this will be an office or agency of The Bank of New York, located at 20 Broad Street, Lower Level, Corporate Trust Reorg. Dept., New York, NY 10005, Attention: Corporate Trust Administration.

Holders will not be required to pay a service charge for registration or transfer of their one-year warrants. We may, however, require holders to pay any tax or other governmental charge in connection with the transfer. We are not required to exchange or register the transfer of:

any one-year warrant for a period of 15 days before the mailing of the notice of termination;

any one-year warrant or portion selected for expiration; or

any one-year warrant or portion surrendered for exercise.

Exercise by Holders

You can exercise your one-year warrants by delivering the warrant certificate evidencing the one-year warrants and the warrant certificate evidencing the five-year terminable warrants to an office or agency of the warrant agent in the Borough of Manhattan, The City of New York, along with a duly signed and completed notice of exercise and any other documents required by the warrant agreement governing the one-year warrants, forms of which may be obtained from the warrant agent and payment in full of the exercise price for each share of common stock or other security issuable upon exercise of the one-year warrants. The exercise date will be the date on which the warrant certificate, the duly signed and completed notice of exercise, a letter for the holder containing representations and agreements relating to the restrictions on transfer of the shares of common stock issued upon exercise of the one-year warrants and an opinion of counsel if we or the warrant agent requests, and any other documentation or certifications reasonably requested by us or the warrant agent are delivered. As soon as practicable after the exercise of any one-year warrant as described above, we will issue or cause to be issued to or upon the written order of the registered holder of the warrant certificate evidencing the exercised one-year warrant, a certificate or certificates evidencing the shares of common stock to which the holder is entitled, in fully registered form, registered in such name or names as may be directed by the holder pursuant to notice of exercise. We will issue or cause to be issued to or upon the written order of the registered holder of the warrant certificate evidencing such five-year terminable warrants, a certificate or certificates evidencing any separated five-year terminable warrants.

The exercise price must be paid in cash or by certified or official check or by wire transfer to an account designated by us for such purpose. If any holder exercises less than all of the one-year warrants evidenced by a warrant certificate, a new warrant certificate will be issued to such holder for the remaining number of one-year warrants.

If you deliver a warrant certificate for exercise, you will not be required to pay any taxes or duties for the issue or delivery of common stock on exercise. However, we will not pay any transfer tax or duty payable as a result of the issuance or delivery of the common stock in a name other than that of the holder of the one-year warrant. We will not issue or deliver common stock certificates unless we have been paid the amount of any transfer tax or duty or we have been provided satisfactory evidence that the transfer tax or duty has been paid.

The number of shares issuable upon exercise of the one-year warrants and the exercise price of $6.73 per share will be adjusted if: