UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 4, 2013
Date of Report (Date of earliest event reported)
Rovi Corporation
(Exact name of registrant as specified in its charter)
Delaware | 000-53413 | 26-1739297 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(I.R.S. employer identification number) |
2830 De La Cruz Boulevard
Santa Clara, California 95050
(Address of principal executive offices, including zip code)
(408) 562-8400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 | Regulation FD Disclosure |
Rovi Corporation (the Company) announced today that it has entered into a multi-year license agreement with LG Electronics, Inc. (LG) for the use of the Companys patent portfolio for all LG products. The agreement includes the dismissal of all current lawsuits. Specific terms of the agreement were not disclosed.
The Company today reaffirms its previously stated business outlook for fiscal year 2013 of Adjusted Pro Forma Revenue between $630 million and $660 million and Adjusted Pro Forma Income Per Common Share of between $1.90 and $2.20, excluding revenues and results from the Rovi Entertainment Store business, which has been reclassified as discontinued operations. Additionally, while the settlement with LG was successfully achieved earlier in the Companys fiscal year 2013 than previously anticipated by the Company, the Company continues to expect the timing of Adjusted Pro Forma Revenue to be approximately 47% and 53% in the first and second halves of 2013, respectively. The Companys internal expectations for revenue in the Companys fiscal first quarter, ending March 31, 2013, are unchanged from its prior internal expectations.
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides non-GAAP or Adjusted Pro Forma information in the press release as additional information for its operating results. References to Adjusted Pro Forma information are to non-GAAP pro forma measures. These measures are not in accordance with, or an alternative for, GAAP and may be different from non-GAAP measures used by other companies. Rovis management believes that this presentation of Adjusted Pro Forma financial information provides useful information to management and investors regarding certain additional financial and business trends relating to its financial condition and results of operations. In addition, management uses these measures for reviewing the financial results of the Company and for budget planning purposes.
All statements contained herein that are not statements of historical fact, including statements that use the words will, believes, anticipates, estimates, expects, intends or similar words that describe the Companys or its managements future plans, objectives, or goals, are forward-looking statements and are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the Companys estimates of revenues and earnings for the 2013 fiscal year, internal expectations for revenue in the Companys first fiscal quarter, and possible sale of its Rovi Entertainment Store business.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to be materially different from the historical results and/or from any future results or outcomes expressed or implied by such forward-looking statements. Such factors include, among others, the Companys ability to successfully execute on its strategic plan and customer demand for and industry acceptance of the Companys technologies and integrated solutions, and the Companys completion of a sale transaction involving the Rovi Entertainment Store business. Such factors are further addressed in the Companys Annual Report on Form 10-K for the period ended December 31, 2012 and such other documents as are filed with the Securities and Exchange Commission from time to time (available at www.sec.gov). The Company assumes no obligation, except as required by law, to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Rovi Corporation (Registrant) | ||||||
Date: March 4, 2013 | By: | /s/ Stephen Yu | ||||
Stephen Yu | ||||||
EVP and General Counsel |