TiVo 2011 Annual Report Download - page 38

Table of Contents
stock from the time of the Company's IPO (October 31, 1999) through December 6, 2000. The central allegation in this action is that the underwriters in the
Company's IPO solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased the
Company's stock in the IPO and the after-market, and that the TiVo defendants violated the federal securities laws by failing to disclose in the IPO prospectus
that the underwriters had engaged in these allegedly undisclosed arrangements. More than 300 issuers have been named in similar lawsuits. In February 2003,
after the issuer defendants (including the TiVo defendants) filed an omnibus motion to dismiss, the Court dismissed the Section 10(b) claim as to the
Company, but denied the motion to dismiss the Section 11 claim as to the Company and virtually all of the other issuer defendants. On October 8, 2002, the
Company's executive officers who were named as defendants in this action were dismissed without prejudice. On June 26, 2003, the plaintiffs in the suit
announced a proposed settlement with the Company and the other issuer defendants. This proposed settlement was terminated on June 25, 2007, following the
ruling by the United States Court of Appeals for the Second Circuit on December 5, 2006, reversing the District Court's granting of class certification in the
six focus cases currently being litigated in this proceeding. The proposed settlement had provided that the insurers of all settling issuers would guarantee that
the plaintiffs recover damages from non-settling defendants, including the investment banks who acted as underwriters in those offerings.
On August 14, 2007, the plaintiffs filed Amended Master Allegations. On September 27, 2007, the Plaintiffs filed a Motion for Class Certification,
which was subsequently withdrawn without prejudice by the plaintiffs. Defendants filed a Motion to Dismiss the focus cases on November 9, 2007. On
March 26, 2008, the Court ruled on the Motion to Dismiss, holding that the plaintiffs had adequately pleaded their Section 10(b) claims against the Issuer
Defendants and the Underwriter Defendants in the focus cases. As to the Section 11 claim, the Court dismissed the claims brought by those plaintiffs who sold
their securities for a price in excess of the initial offering price, on the grounds that they could not show cognizable damages, and by those who purchased
outside the previously certified class period, on the grounds that those claims were time barred. This ruling, while not binding on the Company's case,
provides guidance to all of the parties involved in this litigation. On April 2, 2009, the parties lodged with the Court a motion for preliminary approval of a
proposed settlement between all parties to the consolidated action, including the Company and its former officers and directors, as well as numerous other
companies and their officers and directors. Any direct financial impact of the proposed settlement is expected to be borne by the Company's insurers. The
proposed settlement also provides for full releases for the defendants, including the Company and its former officers and directors. On June 12, 2009, the
Federal District Court granted preliminary approval of the proposed settlement. On September 10, 2009, the Federal District Court held the fairness hearing
for final approval of the settlement. On October 6, 2009, the District Court issued an order granting class certification and final approval of the settlement.
Several individual or groups of individuals filed appeals with the United States Court of Appeals for the Second Circuit. On May 17, 2011, the Second Circuit
Court of Appeals dismissed the appeals of all but one objector to the settlement, whose matter was remanded to the District Court. On August 25, 2011, the
District Court held on remand that the remaining objector was not a member of the settlement class. On September 23, 2011, the remaining objector appealed
the District Court's August 25, 2011 ruling to the Second Circuit Court of Appeals. On January 9, 2012, the remaining objector entered into a settlement
agreement and dismissed its appeal with prejudice. After a decade of litigation, these IPO cases are now over.
ITEM 4. MINE SAFETY DISCLOSURES
None
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PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF
EQUITY SECURITIES
Market Information for Common Equity
Our common stock has traded on the Nasdaq Global Market under the symbol “TIVO” since September 30, 1999. Prior to that time, there was no public
trading market for our common stock.
The following table sets forth, for the periods indicated, the high and low sales prices of our common stock as reported by the Nasdaq Global Market, on
any trading day during the respective period:
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