TiVo 2005 Annual Report Download - page 35

Table of Contents
The large number of shares available for future sale could adversely affect the market price for our stock.
Sales of a substantial number of shares of our common stock in the public market or the perception that such sales might occur could adversely affect
the market price of our common stock. Several of our stockholders own a substantial number of our shares.
In August 2001, we issued five year warrants to convertible noteholders and bankers to purchase 2,046,570 shares and 145,834 shares of TiVo common
stock, respectively, at an exercise price of $7.85 per share. The warrants expire in 2006. In October 2002 we issued to certain institutional investors three-year
warrants to purchase 1,323,120 shares and four-year warrants to purchase 1,323,120 shares of TiVo common stock at an exercise price of $5.00. During June
2005, 1,029,095 of the three year warrants were exercised for 286,643 shares of common stock, and in October 2005 the remaining 294,025 of the three year
warrants expired leaving an aggregate of 3,515,524 four year and five year warrants outstanding, all of which expire in 2006.
As of January 31, 2006, options to purchase a total of 17,270,588 shares were outstanding under our option and equity incentive plans, and there were
18,600,153 shares available for future grants. We have filed registration statements with respect to the shares of common stock issuable under our option and
equity incentive plans.
Future sales of the shares of the common stock, or the registration for sale of such common stock, or the issuance of common stock to satisfy our
current or future cash payment obligations or to acquire technology, property, or other businesses, could cause immediate dilution and adversely affect the
market price of our common stock. The sale or issuance of such stock, as well as the existence of outstanding options and shares of common stock reserved
for issuance under our option and equity incentive plans, as well as the shares issuable upon conversion or exercise of our outstanding convertible notes and
warrants, also may adversely affect the terms upon which we are able to obtain additional capital through the sale of equity securities.
We expect to continue to experience volatility in our stock price.
The market price of our common stock is highly volatile. Since our initial public offering in September 1999 through April 3, 2006, our common stock
has closed between $71.50 per share and $2.55 per share, closing at $7.28 on April 3, 2006. The market price of our common stock may be subject to
significant fluctuations in response to, among other things, the factors discussed in this section and the following factors:
• changes in estimates of our financial performance or changes in recommendations by securities analysts;
• our failure to meet, or our ability to exceed, the expectations of securities analysts or investors;
• release of new or enhanced products or introduction of new marketing initiatives by us or our competitors;
• announcements by us or our competitors of the creation, developments under or termination of significant strategic relationships, joint ventures,
significant contracts or acquisitions;
• fluctuations in the market prices generally for technology and media-related stocks;
• fluctuations in general economic conditions;
• fluctuations in interest rates;
• market conditions affecting the television and home entertainment industry and the technology sector;
• fluctuations in operating results; and
• additions or departures of key personnel.
The stock market has from time to time experienced extreme price and volume fluctuations, which have particularly affected the market prices for
emerging companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market
price of our common stock.
31