TiVo 2003 Annual Report Download - page 72

Table of Contents
During the fiscal year ended January 31, 2004, the Company also issued 216,760 shares of common stock in exchange for all of the outstanding shares
of Strangeberry Inc. (See Note 14.) In addition, the Company issued 108,382 shares of restricted stock to four former employees of Strangeberry Inc., which
vest over 2 years based on their continued employment with TiVo Inc.
During the fiscal year ended January 31, 2003, the Company issued 1,012,915 shares of common stock as payment for $4.0 million in accrued
liabilities.
During the fiscal years ended January 31, 2004 and 2003, the Company issued 408,096 shares and 387,493 shares of common stock as a result of
employee stock purchase plan purchases and 1,520,287 shares and 620,436 shares of common stock as a result of the exercise of stock options, respectively.
Warrants
During the fiscal year ended January 31, 2004 there were no new warrants issued. Additionally, no existing warrants were exercised. On December 31,
2003, the AOL Initial Common Stock Warrant B issued on September 13, 2000, to purchase 295,428 shares of the Company's common stock at an exercise
price of $7.29 expired unexercised. As of January 31, 2004, there were the following outstanding warrants that upon exercise would result in the issuance of
5,504,781 shares of TiVo Inc. common stock, par value $.001 per share:
Five-year warrants issued to convertible noteholders on August 23, 2001, to purchase 2,536,766 shares of the Company's common stock at an exercise price
of $7.85 with an expiration date of August 23, 2006. Five-year warrants issued to investment bankers in conjunction with the issuance of convertible notes
payable on August 23, 2001, to purchase 145,834 shares of the Company's common stock at an exercise price of $7.85 with an expiration date of August 23,
2006 (see Note 8. "Convertible Notes Payable").
• Ten-year warrants issued to DIRECTV from September 2000 through June 2001, to purchase 155,941 shares of the Company's common stock at
exercise prices ranging from $4.57 to $12.88, presently held by their parent company, Hughes Electronics Corporation. See Note 15 for a
description of common stock warrants issued to DIRECTV under the Warrant and Registration Rights Agreement.
• Three-year warrants were issued to certain institutional investors on October 8, 2002 to purchase 1,323,120 shares of the Company's common
stock at an exercise price of $5.00 with an expiration date of October 8, 2005 and four year warrants were issued to the same institutional investors
on October 8, 2002 to purchase 1,323,120 shares of the Company's common stock at an exercise price of $5.00 with an expiration date of October
8, 2006.
• A warrant was issued to Global Alliance Partners on November 14, 2002, to purchase up to 20,000 shares of the Company's common stock, the
number of exercisable shares vesting based on specific performance, at an exercise prices of $3.25. The value of these warrants, $23,000, was
expensed during the fiscal year ended January 31, 2003. This value was computed using the Black-Scholes option pricing model with the following
assumptions: fair market value at date of issuance of $3.25; exercise price of $3.25; risk-free interest rate of 2.5%; expected dividend yield of zero
percent; term of three years; and expected volatility of 50%.
10. EQUITY INCENTIVE PLANS
1997 Equity Incentive Plan
Under the terms of the Company's 1997 Equity Incentive Plan, adopted in 1997 and amended and restated in 1999 (the "1997 Plan"), options to
purchase shares of the Company's common stock may be granted to employees and other individuals at a price equal to the fair market value of the common
stock at the date of grant. The options vest 25 percent after the first year of service, and the remaining 75 percent vest ratably over the next 36 months.
Options expire 10 years after the grant date, based on continued employment. If the optionee's employment terminates, options expire 90 days from the date
of termination. The terms of the 1997 Plan allowed individuals to exercise their options prior to full vesting. In the event that the individual terminates their
employment or service to the Company before becoming fully vested, the Company has the right to repurchase the unvested shares at the original option
price. The number of shares authorized for option grants under the 1997 Plan is 4,000,000. As of January 31, 2004, 475,430 shares of the total authorized
remain available for future grants. As of January 31, 2004, options to purchase 231,802 shares of common stock are outstanding and exercisable under the
Company's 1997 Equity Incentive Plan.
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