Attached files
| file | filename |
|---|---|
| EX-2.1 - EX-2.1 - Rovi Corp | d832343dex21.htm |
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
October 31, 2014
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)
(Registrant’s telephone number, including area code) (408) 562-8400
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 2.01 | Completion of Acquisition or Disposition of Assets |
Pursuant to an Agreement and Plan of Merger dated as of October 30, 2014 by and among Rovi Corporation (“Rovi”), Firestone Acquisition Corp., Fanhattan, Inc., and Fortis Advisors LLC as the Stockholders’ Representative (the “Agreement”), on October 31, 2014, Rovi completed its acquisition of privately held Fanhattan, Inc. and its cloud based Fan TV branded products. Rovi paid a total of $12.0 million in cash in the transaction, on the terms and subject to the conditions set forth in the Agreement. The above description of the Agreement and the transaction is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| ITEM 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Business Acquired. |
To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.
| (b) | Pro Forma Financial Information. |
To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.
| (d) | Exhibits. |
The following exhibits are furnished with this report on Form 8-K:
| Exhibit |
Description | |
| 2.1* | Agreement and Plan of Merger dated as of October 30, 2014 by and among Rovi Corporation, Firestone Acquisition Corp., Fanhattan, Inc., and Fortis Advisors LLC as the Stockholders’ Representative | |
* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
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: December 8, 2014 |
By: | /s/ Pamela Sergeeff | ||||
| Pamela Sergeeff | ||||||
| EVP and General Counsel | ||||||