TiVo 2003 Annual Report Download - page 16

Table of Contents
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information for Common Equity
Our common stock has traded on the Nasdaq National Market under the symbol "TIVO" since September 30, 1999. Prior to that time, there was no
public trading market for our common stock. As of April 1, 2004, we had 807 stockholders of record.
The following table sets forth, for the periods indicated, the high and low sales prices of our common stock as reported by the Nasdaq National Market,
on any trading day during the respective period:
Fiscal Year 2004
High Low
Fourth Quarter ended January 31, 2004 $ 11.74 $ 6.11
Third Quarter ended October 31, 2003 $ 11.62 $ 7.12
Second Quarter ended July 31, 2003 $ 14.51 $ 5.71
First Quarter ended April 30, 2003 $ 6.49 $ 4.40
Fiscal Year 2003
Fourth Quarter ended January 31, 2003 $ 8.10 $ 4.18
Third Quarter ended October 31, 2002 $ 4.94 $ 2.50
Second Quarter ended July 31, 2002 $ 5.00 $ 2.25
First Quarter ended April 30, 2002 $ 7.15 $ 3.70
On April 1, 2004, the closing price of our common stock was $9.15 per share.
Dividend Policy
We paid no cash dividends during the fiscal year ended January 31, 2004 and we expect to continue our current policy of paying no cash dividends to
holders of our common stock for the foreseeable future.
Recent Sales of Unregistered Securities
Strangeberry Merger. On January 12, 2004 we acquired Strangeberry Inc. ("Strangeberry"), a small Palo Alto based technology company specializing
in using home network and broadband technologies to create new entertainment experiences on television. Strangeberry has created technology, based on
industry standards and including a collection of protocols and tools, designed to enable the development of new broadband-based content delivery services.
Pursuant to an agreement and plan of merger with Strangeberry Inc. and certain stockholders of Strangeberry, we issued 216,760 shares of TiVo common
stock, par value $.001 per share, in exchange for all of the issued and outstanding capital stock of Strangeberry and we issued 108,382 shares of restricted
stock to four key employees of Strangeberry, in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D under the Securities Act.
A total of eight former common and preferred stockholders of Strangeberry received shares of our common stock in connection with the merger,
including the four key employees, each of whom represented to us that they were "accredited investors" within the meaning of Rule 501 of Regulation D and/
or had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the investment in our
common stock as required by Rule 506 of Regulation D. The stockholders also represented to us that they were acquiring the shares of common stock for their
own account and not with a view to distribution or other disposition in violation of the Securities Act. The shares of common stock were issued with
restrictive legends permitting transfer only upon registration or an exemption under the Securities Act and applicable state securities laws.
To enable the resale of these shares by these stockholders, we filed a registration statement on Form S-3 (File No. 333-112836) on February 13, 2004,
as amended on March 12, 2004. The registration statement was declared effective by the Securities and Exchange Commission on March 15, 2004.
Conversion of Notes. On January 16, 2004, we issued 2,506,265 shares of our common stock to a related party noteholder upon conversion of
$10,000,000 aggregate principal amount of our 7% Convertible Senior Notes due 2007 at the then current conversion price of $3.99 per share. The issuance of
these shares of common stock was exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
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