Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
September 09 2016 - 4:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 9, 2016
Registration No. 333-152337
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROVI
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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2 Circle Star Way
San Carlos, California 94070
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26-1739297
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(State or other jurisdiction of
incorporation or organization)
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(Address, including zip code, and telephone
number, including area code, of registrants
principal executive offices)
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(I.R.S. Employer Identification Number)
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Thomas Carson
President
and Chief Executive Officer
2 Circle Star Way
San Carlos, California 94070
(408) 562-8400
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
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Jon E. Gavenman
Cooley LLP
3175 Hanover
Street
Palo Alto, CA 94304
(650) 843-5000
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Pamela Sergeeff
Executive Vice President, General Counsel and Secretary
Rovi Corporation
2 Circle
Star Way
San Carlos, California 94070
(408) 562-8400
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Approximate date of commencement of proposed sale to the public:
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box.
¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box.
x
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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RECENT EVENTS: DEREGISTRATION OF SECURITIES
The Registration Statement on Form S-3 (Registration No. 333-152337) (the Registration Statement) of Rovi Corporation, a
Delaware corporation (Rovi), pertaining to the registration of 9,414,019 shares of Rovi Common Stock, par value $0.001 per share, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange
Commission on July 15, 2008.
On September 7, 2016, pursuant to the Agreement and Plan of Merger (the Merger
Agreement), dated as of April 28, 2016, by and among TiVo Corporation (previously referred to as Titan Technologies Corporation), Rovi, TiVo Inc. (now known as TiVo Solutions Inc.) (TiVo), Nova Acquisition Sub, Inc.
(Rovi Merger Sub) and Titan Acquisition Sub, Inc. (TiVo Merger Sub), Rovi Merger Sub merged with and into Rovi with Rovi as the surviving corporation and Titan Merger Sub merged with and into TiVo with TiVo as the surviving
corporation (collectively, the Mergers). As a result of the Mergers, Rovi and TiVo each are now wholly owned subsidiaries of TiVo Corporation.
As a result of the Mergers, Rovi has terminated all offerings of Rovi Common Stock pursuant to its existing registration statements, including
the Registration Statement. In accordance with an undertaking made by Rovi in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Rovi Common Stock which remain unsold at the termination of
the offering, Rovi hereby removes from registration all shares of Rovi Common Stock registered under the Registration Statement which remain unsold as of September 7, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Rovi Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of San Carlos, State of California, on this 9th day of September, 2016.
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ROVI CORPORATION
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By:
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/s/ Thomas Carson
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Thomas Carson
President and Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Thomas Carson
Thomas Carson
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President and Chief Executive Officer
(Principal Executive Officer)
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September 9, 2016
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/s/ Peter C. Halt
Peter C. Halt
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Chief Financial Officer
(Principal Financial Officer)
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September 9, 2016
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/s/ Wesley Gutierrez
Wesley Gutierrez
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Chief Accounting Officer, Treasurer and Director (
Principal Accounting Officer
)
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September 9, 2016
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/s/ Pamela Sergeeff
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Secretary and Director
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September 9, 2016
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Pamela Sergeeff
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