ROVI / Rovi Corp. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Rovi Corp.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rovi Corp.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
February 5, 2018 SC 13G/A

ROVI / Rovi Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ROVI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

February 10, 2017 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 6, 2017 in connection with their beneficial ownership of Rovi Corp., Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any

February 10, 2017 SC 13G/A

ROVI / Rovi Corp. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Rovi Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 10, 2017 SC 13G/A

ROVI / Rovi Corp. / FRONTIER CAPITAL MANAGEMENT CO LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) ROVI CORPORATION (Name of Issuer) COMMON STOCKS (Title of Class of Securities) 779376102 (CUSIP Number) DECEMBER 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 10, 2017 EX-99.I

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 1, 2017 SC 13G/A

ROVI / Rovi Corp. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Rovi Corp (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

October 6, 2016 SC 13G/A

ROVI / Rovi Corp. / JP Morgan Chase & Co Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(c) ( AMENDMENT 3) Rovi Corporation ( NAME OF ISSUER ) Common Stock, $0.

September 9, 2016 15-12G

Rovi 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-53413 ROVI CORPORATION (Exact name of registrant as specified in its cha

September 9, 2016 S-8 POS

Rovi S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 9, 2016 Registration No.

September 9, 2016 S-8 POS

Rovi S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 9, 2016 Registration No.

September 9, 2016 S-8 POS

Rovi S-8 POS

S-8 POS 1 d256043ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 9, 2016 Registration No. 333-211174 Registration No. 333-197731 Registration No. 333-190274 Registration No. 333-172886 Registration No. 333-171706 Registration No. 333-152485 Registration No. 333-150626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDME

September 9, 2016 S-8 POS

Rovi S-8 POS

S-8 POS 1 d256043ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 9, 2016 Registration No. 333-211174 Registration No. 333-197731 Registration No. 333-190274 Registration No. 333-172886 Registration No. 333-171706 Registration No. 333-152485 Registration No. 333-150626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDME

September 9, 2016 S-8 POS

Rovi S-8 POS

S-8 POS 1 d256043ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 9, 2016 Registration No. 333-211174 Registration No. 333-197731 Registration No. 333-190274 Registration No. 333-172886 Registration No. 333-171706 Registration No. 333-152485 Registration No. 333-150626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDME

September 9, 2016 S-8 POS

Rovi S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 9, 2016 Registration No.

September 9, 2016 S-8 POS

Rovi S-8 POS

S-8 POS 1 d256043ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 9, 2016 Registration No. 333-211174 Registration No. 333-197731 Registration No. 333-190274 Registration No. 333-172886 Registration No. 333-171706 Registration No. 333-152485 Registration No. 333-150626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDME

September 9, 2016 POSASR

Rovi POSASR

POSASR 1 d231403dposasr.htm POSASR 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) Delaware 2 Circle St

September 8, 2016 EX-4.1

ROVI CORPORATION, TIVO CORPORATION U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 7, 2016 0.500% Convertible Senior Notes due 2020

EX-4.1 Exhibit 4.1 ROVI CORPORATION, TIVO CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 7, 2016 0.500% Convertible Senior Notes due 2020 FIRST SUPPLEMENTAL INDENTURE, dated as of September 7, 2016 (this ?Supplemental Indenture?), among ROVI CORPORATION, a Delaware corporation (the ?Company?), TIVO CORPORATION, a Delaware corporation (

September 8, 2016 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ROVI CORPORATION ARTICLE I

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROVI CORPORATION ARTICLE I The name of the corporation is ROVI CORPORATION (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 3500 South DuPont Highway, City of Dover, County of Kent, 19901. The name of its registered agent at such address is Incorporating Services, L

September 8, 2016 EX-3.2

AMENDED AND RESTATED BYLAWS ROVI CORPORATION TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Annual Meetings 1 2.2 Special Meetings 1 2.3 Notice of Stockholder

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ROVI CORPORATION TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Annual Meetings 1 2.2 Special Meetings 1 2.3 Notice of Stockholders? Meetings 2 2.4 Quorum 3 2.5 Organization; Conduct of Business 3 2.6 Proxies and Voting 3 2.7 Waiver of Notice 4 2.8 Stockhold

September 8, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K 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 September 7, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organi

September 8, 2016 EX-24

EX-24

POWER OF ATTORNEY Exhibit 24 Know all men by these presents, that the undersigned hereby constitutes and appoints Pamela Sergeeff, Sandy Kalina, Wes Gutierrez, Laurence Denny and Anna Felix signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TiVo Corporation, A Delawa

September 2, 2016 8-K

Other Events

Form 8-K 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 August 30, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organiza

September 2, 2016 425

Rovi FORM 8-K (Prospectus)

Form 8-K 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 August 30, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organiza

August 31, 2016 EX-10.1

[ROVI CORPORATION LETTERHEAD]

Exhibit Exhibit 10.1 [ROVI CORPORATION LETTERHEAD] August 17, 2016 Pete Thompson 103 Kennedy Court Los Gatos, CA 95032 Dear Pete: We are pleased to present this offer for the position of Chief Operating Officer, EVP (? EVP ?) at Rovi Corporation (? Rovi ? or the ? Company ?), reporting to the Chief Executive Officer. Your start date as Chief Operating Officer, EVP will be September 6, 2016 (? Star

August 31, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 a8-kxchangeincooaug312016.htm 8-K 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 August 26, 2016 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 jurisdicti

August 31, 2016 EX-10.2

ROVI CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT

Exhibit Exhibit 10.2 ROVI CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of September 6, 2016 by and between Rovi Corporation, a Delaware corporation (the “Company”) and Pete Thompson (“Executive”). WHEREAS, the Board of Directors (the “Board”) of the Company has recommended and authorized t

August 31, 2016 EX-10.1

[ROVI CORPORATION LETTERHEAD]

Exhibit Exhibit 10.1 [ROVI CORPORATION LETTERHEAD] August 17, 2016 Pete Thompson 103 Kennedy Court Los Gatos, CA 95032 Dear Pete: We are pleased to present this offer for the position of Chief Operating Officer, EVP (? EVP ?) at Rovi Corporation (? Rovi ? or the ? Company ?), reporting to the Chief Executive Officer. Your start date as Chief Operating Officer, EVP will be September 6, 2016 (? Star

August 31, 2016 EX-10.2

ROVI CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT

Exhibit Exhibit 10.2 ROVI CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the ?Agreement?) is made and entered into as of September 6, 2016 by and between Rovi Corporation, a Delaware corporation (the ?Company?) and Pete Thompson (?Executive?). WHEREAS, the Board of Directors (the ?Board?) of the Company has recommended and authorized t

August 31, 2016 425

Rovi 8-K (Prospectus)

Document 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 August 26, 2016 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 (Commission (I.R.S. emplo

August 22, 2016 EX-99.1

Rovi Signs 10-Year Intellectual Property License Agreement with DISH

EX-99.1 Exhibit 99.1 Rovi Signs 10-Year Intellectual Property License Agreement with DISH San Carlos, Calif. August 22, 2016 ? Rovi Corporation (NASDAQ: ROVI) today announced that it signed a 10-year patent renewal license agreement with DISH Network L.L.C., a subsidiary of DISH Network Corporation (NASDAQ: DISH). In addition, this agreement will continue DISH?s license to Rovi?s Conversation Serv

August 22, 2016 8-K

Current Report

8-K 1 d153394d8k.htm FORM 8-K 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 August 19, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of inco

August 22, 2016 8-K

Current Report

8-K 1 d153394d8k.htm FORM 8-K 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 August 19, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of inco

August 22, 2016 EX-99.1

Rovi Signs 10-Year Intellectual Property License Agreement with DISH

EX-99.1 Exhibit 99.1 Rovi Signs 10-Year Intellectual Property License Agreement with DISH San Carlos, Calif. August 22, 2016 ? Rovi Corporation (NASDAQ: ROVI) today announced that it signed a 10-year patent renewal license agreement with DISH Network L.L.C., a subsidiary of DISH Network Corporation (NASDAQ: DISH). In addition, this agreement will continue DISH?s license to Rovi?s Conversation Serv

August 22, 2016 425

Rovi FORM 8-K (Prospectus)

Form 8-K 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 August 19, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organiza

August 22, 2016 425

Rovi FORM 8-K (Prospectus)

Form 8-K 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 August 19, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organiza

August 22, 2016 EX-99.1

Rovi Signs 10-Year Intellectual Property License Agreement with DISH

EX-99.1 Exhibit 99.1 Rovi Signs 10-Year Intellectual Property License Agreement with DISH San Carlos, Calif. August 22, 2016 ? Rovi Corporation (NASDAQ: ROVI) today announced that it signed a 10-year patent renewal license agreement with DISH Network L.L.C., a subsidiary of DISH Network Corporation (NASDAQ: DISH). In addition, this agreement will continue DISH?s license to Rovi?s Conversation Serv

August 22, 2016 EX-99.1

Rovi Signs 10-Year Intellectual Property License Agreement with DISH

EX-99.1 Exhibit 99.1 Rovi Signs 10-Year Intellectual Property License Agreement with DISH San Carlos, Calif. August 22, 2016 ? Rovi Corporation (NASDAQ: ROVI) today announced that it signed a 10-year patent renewal license agreement with DISH Network L.L.C., a subsidiary of DISH Network Corporation (NASDAQ: DISH). In addition, this agreement will continue DISH?s license to Rovi?s Conversation Serv

August 17, 2016 425

Rovi 425 (Prospectus)

Document Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) TiVo Acquisition Announcement Employee FAQ Updated August

August 17, 2016 425

Rovi 8-K (Prospectus)

Document 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 Date of Report (Date of earliest event reported): August 17, 2016 TIVO INC. (Exact name of registrant as specified in its charter) Delaware 000-27141 77-0463167 (State or other jurisdiction (Commission (IRS Employer of incor

August 11, 2016 425

Rovi 8-K (Prospectus)

Document 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 Date of Report (Date of earliest event reported): August 11, 2016 TIVO INC. (Exact name of registrant as specified in its charter) Delaware 000-27141 77-0463167 (State or other jurisdiction (Commission (IRS Employer of incor

August 3, 2016 EX-31.02

CERTIFICATION

Exhibit 31.02 CERTIFICATION I, Peter C. Halt, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

August 3, 2016 EX-32.01

SECTION 1350 CERTIFICATION

Exhibit 32.01 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas Carson certifies in his capacity as Chief Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

August 3, 2016 EX-31.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Thomas Carson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

August 3, 2016 EX-32.02

SECTION 1350 CERTIFICATION

Exhibit 32.02 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Peter C. Halt certifies in his capacity as Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

August 2, 2016 10-Q

Rovi 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53413 R

July 29, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

July 28, 2016 8-K

Current Report

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 August 1, 2016 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 (Commission (I.R.S. employer incorp

July 28, 2016 EX-99.1

ROVI CORPORATION REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS Stronger-than-Anticipated Results

Exhibit EXHIBIT 99.1 Rovi Corporation 2 Circle Star Way San Carlos, CA 94070 ROVI CORPORATION REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS Stronger-than-Anticipated Results SAN CARLOS, Calif. -(BUSINESS WIRE)-July 28, 2016 - Rovi Corporation (NASDAQ:ROVI) today reported financial results for the second quarter ended June 30, 2016. The Company reported second quarter revenue of $125.2 million, a d

July 25, 2016 CORRESP

Rovi ESP

CORRESP Craig Menden +1 650 843 5725 [email protected] VIA EMAIL AND EDGAR July 25, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Ms. Kathleen Collins Ms. Rebekah Lindsey Mr. Jeffrey Kauten Ms. Jan Woo RE: Rovi Corporation Form 10-K for Fiscal Year Ended December 31, 2015 Forms 8-K filed February 11, 2016 and April 29, 2016 F

July 21, 2016 8-K

Other Events

Form 8-K 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 July 20, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organizati

July 21, 2016 425

Rovi FORM 8-K (Prospectus)

Form 8-K 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 July 20, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organizati

July 20, 2016 425

Rovi 8-K (Prospectus)

Document 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 Date of Report (Date of earliest event reported): July 18, 2016 TIVO INC. (Exact name of registrant as specified in its charter) Delaware 000-27141 77-0463167 (State or other jurisdiction (Commission (IRS Employer of incorpo

July 14, 2016 425

Rovi 425 (Prospectus)

tivoemployeecomstransact Company Meeting July 14, 2016 1 Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) Safe Harb

July 11, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

July 11, 2016 EX-99.1

Rovi and TiVo Receive Key Regulatory Clearance for Proposed Transaction

Exhibit 99.1 Exhibit 99.1 Rovi and TiVo Receive Key Regulatory Clearance for Proposed Transaction Rovi?s acquisition of TiVo remains on schedule to close in the third quarter of 2016 San Carlos and San Jose, Calif. ? July 11, 2016 ? Rovi Corporation (NASDAQ: ROVI) and TiVo Inc. (NASDAQ: TIVO) today announced that the Federal Trade Commission and the Antitrust Division of the Department of Justice

July 11, 2016 8-K

Financial Statements and Exhibits, Other Events

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 July 8, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organization) (Commi

July 11, 2016 EX-99.1

Rovi and TiVo Receive Key Regulatory Clearance for Proposed Transaction

Exhibit 99.1 Exhibit 99.1 Rovi and TiVo Receive Key Regulatory Clearance for Proposed Transaction Rovi?s acquisition of TiVo remains on schedule to close in the third quarter of 2016 San Carlos and San Jose, Calif. ? July 11, 2016 ? Rovi Corporation (NASDAQ: ROVI) and TiVo Inc. (NASDAQ: TIVO) today announced that the Federal Trade Commission and the Antitrust Division of the Department of Justice

July 11, 2016 425

Rovi FORM 8-K (Prospectus)

Form 8-K 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 July 8, 2016 Date of Report (Date of earliest event reported) Rovi Corporation (Exact name of registrant as specified in its charter) Delaware 001-37764 26-1739297 (State or other jurisdiction of incorporation or organizatio

July 11, 2016 425

Rovi 8-K (Prospectus)

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 Date of Report (Date of earliest event reported): July 8, 2016 TIVO INC. (Exact name of registrant as specified in its charter) Delaware 000-27141 77-0463167 (State or other jurisdiction (Commission (IRS Employer of incorporation) Fi

July 11, 2016 EX-99.1

Rovi and TiVo Receive Key Regulatory Clearance for Proposed Transaction Rovi's acquisition of TiVo remains on schedule to close in the third quarter of 2016

Exhibit Rovi and TiVo Receive Key Regulatory Clearance for Proposed Transaction Rovi's acquisition of TiVo remains on schedule to close in the third quarter of 2016 San Carlos and San Jose, Calif.

July 8, 2016 CORRESP

Rovi ESP

CORRESP Craig Menden +1 650 843 5725 [email protected] VIA EMAIL AND EDGAR July 8, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Ms. Kathleen Collins Ms. Rebekah Lindsey Mr. Jeffrey Kauten Ms. Jan Woo RE: Rovi Corporation Form 10-K for the year ended December 31, 2015 Definitive Proxy Statement filed March 11, 2016 Form 10-Q

July 6, 2016 EX-24

EX-24

POWER OF ATTORNEY Exhibit 24 Know all men by these presents, that the undersigned hereby constitutes and appoints Pamela Sergeeff, Sandy Kalina, Bonnie Bigelow, and Anna Felix signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Rovi Corporation, A Delaware Corporation

June 29, 2016 425

Rovi 425 (Prospectus)

Document Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) TiVo Acquisition Announcement Employee FAQ Updated June 2

June 15, 2016 425

Rovi 425 (Prospectus)

a20160615tivoinvestordec Investor Engagement Summer 2016 Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) Please re

June 6, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

June 2, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

June 1, 2016 425

Rovi 425 (Prospectus)

tivoemployeecomsver20160 Company Meeting June 1st, 2016 1 Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) Safe Har

May 24, 2016 425

Rovi 425 (Prospectus)

425 1 d183709d425.htm 425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No. 000-53413), TiVo Inc. (Commission File No. 000-27141) and Titan Technologies Corporation (Commission File No. 000-53413) On Tuesday, May 24, 2016, Rovi Co

May 17, 2016 425

Rovi 425 (Prospectus)

SEC Document Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) On Tuesday, May 17, 2016, TiVo Inc. issued the below

May 12, 2016 425

Rovi 425 (Prospectus)

425 1 jeffriedtranscript.htm 425 Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) On Wednesday, May 11, 2016, TiVo

May 11, 2016 425

Rovi 425 (Prospectus)

jefferiesslides20160511e Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) The following is a presentation made by T

May 6, 2016 425

Rovi 425 (Prospectus)

Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) The following is a transcript of TiVo, Inc.’s interim Chief Execut

May 6, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

May 5, 2016 EX-99.1

ROVI CORPORATION 2008 EQUITY INCENTIVE PLAN As Adopted by the Board of Directors on June 9, 2008 Approved by the Stockholders on July 15, 2008 As amended on May 24, 2011 As amended on April 30, 2013 As amended on April 29, 2014 As amended on April 27

Exhibit Exhibit 99.1 ROVI CORPORATION 2008 EQUITY INCENTIVE PLAN As Adopted by the Board of Directors on June 9, 2008 Approved by the Stockholders on July 15, 2008 As amended on May 24, 2011 As amended on April 30, 2013 As amended on April 29, 2014 As amended on April 27, 2016 Section 1. Purpose; Definitions . The name of the plan is the ROVI Corporation 2008 Equity Incentive Plan (the ? Plan ?).

May 5, 2016 S-8

Rovi S-8

S-8 As filed with the Securities and Exchange Commission on May 5, 2016 Registration No.

May 5, 2016 EX-99.7

ROVI CORPORATION 2008 EMPLOYEE STOCK PURCHASE PLAN Adopted by the Board of Directors on June 9, 2008 Approved by the Stockholders on July 15, 2008 Amended by the Compensation Committee of the Board of Directors on November 4, 2008 As Amended by the C

Exhibit Exhibit 99.7 ROVI CORPORATION 2008 EMPLOYEE STOCK PURCHASE PLAN Adopted by the Board of Directors on June 9, 2008 Approved by the Stockholders on July 15, 2008 Amended by the Compensation Committee of the Board of Directors on November 4, 2008 As Amended by the Compensation Committee of the Board of Directors on October 27, 2010 Amended by the Board of Directors on March 8, 2016 Approved b

May 5, 2016 425

TiVo 425 (Prospectus)

425 Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) TiVo Inc. issued the following press release on May 5, 2016. T

May 4, 2016 425

Rovi 8-K (Prospectus)

8-K 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 Date of Report (Date of earliest event reported): April 28, 2016 TIVO INC. (Exact name of registrant as specified in its charter) Delaware 000-27141 77-0463167 (State or other jurisdiction (Commission (IRS Employer of incorporati

May 4, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION, TIVO INC., TITAN TECHNOLOGIES CORPORATION, NOVA ACQUISITION SUB, INC. AND TITAN ACQUISITION SUB, INC. Table of Contents Page Article I THE MERGERS 1.1 The Rovi Merger. 2 1.2 The TiVo Merger.

Exhibit AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION, TIVO INC., TITAN TECHNOLOGIES CORPORATION, NOVA ACQUISITION SUB, INC. AND TITAN ACQUISITION SUB, INC. Table of Contents Page Article I THE MERGERS 1.1 The Rovi Merger. 2 1.2 The TiVo Merger. 2 1.3 Closing 2 1.4 Effective Times. 3 1.5 Certificate of Incorporation and By-laws. 3 1.6 Directors and Officers of the Surviving Corporatio

May 4, 2016 EX-3.2

Bylaw Amendment

EX-3.2 Exhibit 3.2 Bylaw Amendment First Amendment to the Amended and Restated Bylaws of Rovi Corporation The Amended and Restated Bylaws of Rovi Corporation, as previously approved and adopted on February 11, 2014 (the ?Bylaws?) are hereby amended, effective April 28, 2016, as set forth below. The Bylaws are hereby amended by adding the following Article X: ARTICLE X Forum for Adjudication of Cer

May 4, 2016 8-K

Rovi FORM 8-K (Current Report/Significant Event)

Form 8-K 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 April 28, 2016 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 organizat

May 4, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION, TIVO INC., TITAN TECHNOLOGIES CORPORATION, NOVA ACQUISITION SUB, INC. TITAN ACQUISITION SUB, INC. Table of Contents Page Article I THE MERGERS 1.1 The Rovi Merger 2 1.2 The TiVo Merger 2 1.3

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION, TIVO INC., TITAN TECHNOLOGIES CORPORATION, NOVA ACQUISITION SUB, INC. AND TITAN ACQUISITION SUB, INC. Table of Contents Page Article I THE MERGERS 1.1 The Rovi Merger 2 1.2 The TiVo Merger 2 1.3 Closing 2 1.4 Effective Times 3 1.5 Certificate of Incorporation and By-laws 3 1.6 Directors and Officers of

May 4, 2016 425

Rovi FORM 8-K (Prospectus)

Form 8-K 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 April 28, 2016 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 organizat

May 4, 2016 EX-3.2

Bylaw Amendment

EX-3.2 Exhibit 3.2 Bylaw Amendment First Amendment to the Amended and Restated Bylaws of Rovi Corporation The Amended and Restated Bylaws of Rovi Corporation, as previously approved and adopted on February 11, 2014 (the ?Bylaws?) are hereby amended, effective April 28, 2016, as set forth below. The Bylaws are hereby amended by adding the following Article X: ARTICLE X Forum for Adjudication of Cer

May 4, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION, TIVO INC., TITAN TECHNOLOGIES CORPORATION, NOVA ACQUISITION SUB, INC. TITAN ACQUISITION SUB, INC. Table of Contents Page Article I THE MERGERS 1.1 The Rovi Merger 2 1.2 The TiVo Merger 2 1.3

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION, TIVO INC., TITAN TECHNOLOGIES CORPORATION, NOVA ACQUISITION SUB, INC. AND TITAN ACQUISITION SUB, INC. Table of Contents Page Article I THE MERGERS 1.1 The Rovi Merger 2 1.2 The TiVo Merger 2 1.3 Closing 2 1.4 Effective Times 3 1.5 Certificate of Incorporation and By-laws 3 1.6 Directors and Officers of

May 4, 2016 8-A12B

Rovi 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ROVI CORPORATION (Exact name of registrant as specified in its charter) Delaware 26-1739297 (State or other jurisdiction of incorporation) (IRS Employer Identification No.

May 4, 2016 EX-4.1

SECTION 382 RIGHTS AGREEMENT dated as of April 28, 2016 ROVI CORPORATION AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Table of Contents Page 1. CERTAIN DEFINITIONS 1 2. APPOINTMENT OF RIGHTS AGENT 4 3. ISSUE OF RIGHTS CERTIFICATES 5 4

EX-4.1 Exhibit 4.1 SECTION 382 RIGHTS AGREEMENT dated as of April 28, 2016 between ROVI CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Table of Contents Page 1. CERTAIN DEFINITIONS 1 2. APPOINTMENT OF RIGHTS AGENT 4 3. ISSUE OF RIGHTS CERTIFICATES 5 4. FORM OF RIGHTS CERTIFICATES 6 5. COUNTERSIGNATURE AND REGISTRATION 6 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE

May 4, 2016 EX-3.1

CERTIFICATE OF DESIGNATION SERIES A JUNIOR PARTICIPATING PREFERRED STOCK ROVI CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF ROVI CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned do hereby certify that the following resolution was duly adopted by the Board of Directors of ROVI CORPORATION, a Delaware corporation (the ?Company?), on April 28, 2016: RESOLVED, that pur

May 3, 2016 425

Rovi 425 (Prospectus)

Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

May 3, 2016 425

Rovi 425 (Prospectus)

Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

April 29, 2016 425

Rovi 425 (Prospectus)

Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

April 29, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

April 29, 2016 425

Rovi 8-K (Prospectus)

8-K 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 Date of Report (Date of earliest event reported): April 29, 2016 TIVO INC. (Exact name of registrant as specified in its charter) Delaware 000-27141 77-0463167 (State or other jurisdiction (Commission (IRS Employer of incorporati

April 29, 2016 EX-99.7

On Friday, April 29, 2016, Rovi Corporation (with Tivo’s participation) hosted a conference call to discuss its proposed acquisition of Tivo Inc. and Rovi’s financial results for the first quarter of 2016. A transcript of the conference call is provi

Exhibit Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation (Commission File No. 000-53413) On Friday, April 29, 2016, Rovi Corporation (with Tivo?s p

April 29, 2016 EX-99.6

Rovi to Acquire TiVo, Creating $3 Billion Entertainment Technology Leader April 29, 2016 + Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Sub

tivoallhandsemployeepres Rovi to Acquire TiVo, Creating $3 Billion Entertainment Technology Leader April 29, 2016 + Filed by TiVo Inc.

April 29, 2016 EX-99.2

EX-99.2

Exhibit Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation(Commission File No. 000-53413) TiVo Customer Letter April 29, 2016 [INSERT STANDARD GREETI

April 29, 2016 EX-99.4

Dear TiVo Customers:

Exhibit Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation(Commission File No. 000-53413) Dear TiVo Customers: By now, you may have read that TiVo In

April 29, 2016 EX-99.1

Subject: Important Announcement

Exhibit Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation(Commission File No. 000-53413) Subject: Important Announcement April 29, 2016 All, Today,

April 29, 2016 EX-99.3

TiVo Acquisition Announcement Employee FAQ April 29, 2016

Exhibit Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation(Commission File No. 000-53413) TiVo Acquisition Announcement Employee FAQ April 29, 2016 1

April 29, 2016 EX-99.5

TiVo Customer Service Talking Points - April 29, 2016

Exhibit Filed by TiVo Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: TiVo Inc. (Commission File No. 000-27141) Rovi Corporation (Commission File No. 000-53413), and Titan Technologies Corporation(Commission File No. 000-53413) TiVo Customer Service Talking Points - April 29, 2016 ? We

April 29, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

April 29, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

April 29, 2016 425

press release

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

April 29, 2016 425

Rovi 8-K (Prospectus)

8-K 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 Date of Report (Date of earliest event reported): April 29, 2016 (April 28, 2016) TIVO INC. (Exact name of registrant as specified in its charter) Delaware 000-27141 77-0463167 (State or other jurisdiction (Commission (IRS Employ

April 29, 2016 EX-3.1

Bylaw Amendment

Exhibit Bylaw Amendment First Amendment to the Third Amended and Restated Bylaws of TiVo Inc.

April 29, 2016 EX-99.1

Rovi to Acquire TiVo, Creating $3 Billion Entertainment Technology Leader

Exhibit Rovi to Acquire TiVo, Creating $3 Billion Entertainment Technology Leader ? Two of the industry?s most influential players join forces to transform media and entertainment technology ? Best-in-class products and services to capitalize on evolving entertainment marketplace ? Combined IP portfolios of over 6,000 issued patents and pending applications ? $100 million in annual cost synergies - accretive to Rovi?s Non-GAAP EPS within the first 12 months ? Adopting ?TiVo? as new company name ? Companies to host joint conference call today at 8:00 a.

April 29, 2016 10-Q

Rovi 10-Q (Quarterly Report)

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53413 Rovi

April 29, 2016 EX-99.01

ROVI CORPORATION REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS

EX-99.01 2 ex99-1x03312016earningsrel.htm EXHIBIT 99.01 EXHIBIT 99.1 Rovi Corporation 2 Circle Star Way San Carlos, CA 94070 ROVI CORPORATION REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS SAN CARLOS, Calif.-(BUSINESS WIRE)-April 29, 2016 - Rovi Corporation (NASDAQ:ROVI) today reported financial results for the first quarter ended March 31, 2016. The Company reported first quarter revenue of $118.4

April 29, 2016 8-K

Current Report

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 April 29, 2016 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 (Commission (I.R.S. employer incorp

April 29, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

April 29, 2016 EX-32.01

SECTION 1350 CERTIFICATION

Exhibit 32.01 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas Carson certifies in his capacity as Chief Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

April 29, 2016 425

Rovi 425 (Prospectus)

425 Filed by Rovi Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Rovi Corporation (Commission File No.

April 29, 2016 EX-31.02

CERTIFICATION

Exhibit 31.02 CERTIFICATION I, Peter C. Halt, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

April 29, 2016 EX-32.02

SECTION 1350 CERTIFICATION

Exhibit 32.02 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Peter C. Halt certifies in his capacity as Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

April 29, 2016 EX-31.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Thomas Carson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

April 27, 2016 8-K

Rovi 8-K (Current Report/Significant Event)

8-K 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 April 27, 2016 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 (Commission (I.R.S. employer in

March 31, 2016 8-K

Current Report

8-K 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 31, 2016 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 (Commission (I.R.S. employer in

March 10, 2016 DEFA14A

Rovi DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 10, 2016 DEF 14A

Rovi DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

March 10, 2016 SC 13G/A

ROVI / Rovi Corp. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Rovi Corp (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) February 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 12, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 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 February 9, 2016 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 (Commission (I.R.S. employer

February 12, 2016 EX-10.1

Rovi Corporation 2016 Senior Executive Company Incentive Plan

Exhibit Exhibit 10.1 Rovi Corporation 2016 Senior Executive Company Incentive Plan I. INTRODUCTION a. The Objective of the 2016 Senior Executive Company Incentive Plan (the ?Plan?) is to (i) enhance stockholder value by promoting strong linkages between executive contributions and company performance; (ii) support achievement of the business objectives of Rovi Corporation and its subsidiaries (the

February 12, 2016 SC 13G

Rovi SC 13G (Passive Acquisition of More Than 5% of Shares)

SC 13G 1 d127478dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Rovi Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 12, 2016 SC 13G

Rovi SC 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ROVI CORPORATION (Name of Issuer) COMMON STOCKS (Title of Class of Securities) 779376102 (CUSIP Number) DECEMBER 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 12, 2016 EX-99.2

to Schedule 13G Joint Filing Agreement

EX-99.2 Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 5, 2016 in connection with their beneficial ownership of Rovi Corp. Each of Columbia Seligman Communications & Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute th

February 12, 2016 EX-99.1

to Schedule 13G

EX-99.1 Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 11, 2016 EX-10.06

Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement (Director grant form for one year vest) pursuant to Rovi 2008 Equity Incentive Plan**

Exhibit 10.06 ROVI CORPORATION 2008 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARD Rovi Corporation, (the “Company”) hereby grants you, [Name] (the “Participant”), a Restricted Stock Award under the 2008 Equity Incentive Plan, as amended (the “Plan”). The date of this Notice of Restricted Stock Award (“Notice”) is [Grant Date]. Subject to the provisions of this Notice, the Restricted Stock

February 11, 2016 EX-10.04

Form of Notice of Stock Option Grant/Nonstatutory Stock Option Agreement pursuant to Rovi 2008 Equity Incentive Plan**

Exhibit 10.04 NOTICE OF STOCK OPTION GRANT Rovi Corporation, a Delaware corporation (the “Company”), has granted to [employee name ](the “Optionee”) an option (the “Option”) to purchase certain shares of the Company’s Common Stock (the “Optioned Shares”) pursuant to the Rovi Corporation 2008 Equity Incentive Plan (the “Plan”), as follows: Date of Option Grant: (grant date) Number of Optioned Share

February 11, 2016 EX-10.08

Form of Notice of Restricted Stock Unit/Restricted Stock Unit Agreement pursuant to Rovi 2008 Equity Incentive Plan**

Exhibit 10.08 ROVI CORPORATION 2008 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT Rovi Corporation, (the “Company”) hereby grants you, [employee name ] (the “Participant”), Restricted Stock Units under the 2008 Equity Incentive Plan, as amended (the “Plan”). The date of this Notice of Restricted Stock Unit Grant (“Notice”) is [grant date]. Subject to the provisions of this Notice, th

February 11, 2016 EX-10.07

Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement (Director grant form for three year vest) pursuant to Rovi 2008 Equity Incentive Plan**

Exhibit 10.07 ROVI CORPORATION 2008 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARD Rovi Corporation, (the “Company”) hereby grants you, [Name] (the “Participant”), a Restricted Stock Award under the 2008 Equity Incentive Plan, as amended (the “Plan”). The date of this Notice of Restricted Stock Award (“Notice”) is [Grant Date]. Subject to the provisions of this Notice, the Restricted Stock

February 11, 2016 EX-21.01

LIST OF SUBSIDIARIES NAME STATE OR OTHER JURISDICTION OF INCORPORATION All Media Guide, LLC Delaware Aptiv Digital LLC Delaware DirectCom Networks, Inc. Delaware EuroMedia Group, Inc. Delaware Fanhattan, Inc. Delaware Gemstar Development LLC Californ

Exhibit 21.01 LIST OF SUBSIDIARIES NAME STATE OR OTHER JURISDICTION OF INCORPORATION All Media Guide, LLC Delaware Aptiv Digital LLC Delaware DirectCom Networks, Inc. Delaware EuroMedia Group, Inc. Delaware Fanhattan, Inc. Delaware Gemstar Development LLC California Gemstar-TV Guide Interactive, LLC Delaware Interactive Program Guide, Inc. (46.25% owned) Japan InterActual Technologies, Inc. Califo

February 11, 2016 EX-31.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Thomas Carson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to t

February 11, 2016 EX-32.01

SECTION 1350 CERTIFICATION

Exhibit 32.01 SECTION 1350 CERTIFICATION In connection with the Annual Report of Rovi Corporation (the “Company”) on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas Carson certifies in his capacity as Chief Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

February 11, 2016 10-K

ROVI / Rovi Corp. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53413 Rovi Corporati

February 11, 2016 EX-32.02

SECTION 1350 CERTIFICATION

Exhibit 32.02 SECTION 1350 CERTIFICATION In connection with the Annual Report of Rovi Corporation (the “Company”) on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Peter C. Halt certifies in his capacity as Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

February 11, 2016 8-K

Current Report

8-K 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 February 11, 2016 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 (Commission (I.R.S. employer

February 11, 2016 EX-23.01

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (No. 333-152337) on Form S-3ASR of Macrovision Solutions Corporation, (2) Registration Statement (No. 333-171706) on Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of Rovi Corporation and Amendment No. 1 on

February 11, 2016 EX-10.05

Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement pursuant to Rovi 2008 Equity Incentive Plan**

Exhibit 10.05 ROVI CORPORATION 2008 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARD Rovi Corporation, (the “Company”) hereby grants you, [employee name ] (the “Participant”), a Restricted Stock Award under the 2008 Equity Incentive Plan, as amended (the “Plan”). The date of this Notice of Restricted Stock Award (“Notice”) is [grant date].. Subject to the provisions of this Notice, the Restr

February 11, 2016 EX-31.02

CERTIFICATION

Exhibit 31.02 CERTIFICATION I, Peter C. Halt, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to t

February 11, 2016 EX-99.1

ROVI CORPORATION REPORTS FOURTH QUARTER AND 2015 FULL YEAR FINANCIAL RESULTS

EX-99.1 2 ex99-1x12312015earningsrel.htm EXHIBIT 99.1 EXHIBIT 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI CORPORATION REPORTS FOURTH QUARTER AND 2015 FULL YEAR FINANCIAL RESULTS SANTA CLARA, Calif.-(BUSINESS WIRE) - February 11, 2016 - Rovi Corporation (NASDAQ:ROVI) today reported financial results for the fourth quarter and for the full year ended December 31, 2015. The

February 10, 2016 SC 13G/A

Rovi 3G/A (Passive Acquisition of More Than 5% of Shares)

rovicorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Rovi Corp Title of Class of Securities: Common Stock CUSIP Number: 779376102 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the

February 9, 2016 SC 13G

ROVI / Rovi Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ROVI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

February 8, 2016 SC 13G/A

Rovi SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Rovi Corp (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 8, 2016 SC 13G/A

Rovi SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Rovi Corp (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

December 23, 2015 8-K

Current Report

8-K 1 d110502d8k.htm FORM 8-K 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 December 23, 2015 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 in

December 23, 2015 EX-99.1

Rovi and AT&T Agree To Seven-Year Renewal and Expansion of License Agreement

EX-99.1 2 d110502dex991.htm EX-99.1 Exhibit 99.1 Rovi and AT&T Agree To Seven-Year Renewal and Expansion of License Agreement Santa Clara, Calif., December 23, 2015 — Rovi Corporation (NASDAQ: ROVI) today announced that Rovi has renewed its patent license agreement with AT&T, the world’s leading provider of premium TV entertainment. The comprehensive seven-year agreement provides AT&T worldwide ac

December 10, 2015 SC 13G/A

ROVI / Rovi Corp. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Rovi Corp (Name of Issuer) Common Stock (Title of Class of Securities) 779376102 (CUSIP Number) November 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

October 28, 2015 EX-31.02

CERTIFICATION

Exhibit 31.02 CERTIFICATION I, Peter C. Halt, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

October 28, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53413 Rovi

October 28, 2015 EX-32.02

SECTION 1350 CERTIFICATION

Exhibit 32.02 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Peter C. Halt certifies in his capacity as Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

October 28, 2015 EX-99.1

ROVI CORPORATION REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS

EX-99.1 2 ex99-1x09302015earningsrel.htm EXHIBIT 99.1 EXHIBIT 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI CORPORATION REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS SANTA CLARA, Calif.-(BUSINESS WIRE) - October 28, 2015 - Rovi Corporation (NASDAQ:ROVI) today reported financial results for the third quarter ended September 30, 2015. The Company reported third quarter revenu

October 28, 2015 EX-32.01

SECTION 1350 CERTIFICATION

Exhibit 32.01 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas Carson certifies in his capacity as Chief Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

October 28, 2015 EX-31.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Thomas Carson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

October 28, 2015 8-K

Current Report

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 28, 2015 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 (Commission (I.R.S. employer inco

September 25, 2015 EX-24

EX-24

POWER OF ATTORNEY Exhibit 24 Know all men by these presents, that the undersigned hereby constitutes and appoints Pamela Sergeeff, Sandy Kalina, and Bonnie Bigelow, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Rovi Corporation, A Delaware Corporation, (the "Com

September 21, 2015 EX-99.1

ROVI CORPORATION APPOINTS EDDY HARTENSTEIN to Board of Directors Appointment Brings Significant Experience and Leadership in Service Providers and Media

EX-99.1 2 ex99-1xhartensteinpressrel.htm EXHIBIT 99.1 EXHIBIT 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI CORPORATION APPOINTS EDDY HARTENSTEIN to Board of Directors Appointment Brings Significant Experience and Leadership in Service Providers and Media SANTA CLARA, Calif.-(BUSINESS WIRE)-September 21, 2015 - Rovi Corporation (NASDAQ:ROVI) today announced the appointment

September 21, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-kxhartenstein.htm 8-K 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 September 18, 2015 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

July 30, 2015 EX-10.01

LEASE TWO CIRCLE STAR WAY San Mateo, California GC NET LEASE (SAN CARLOS) INVESTORS, LLC, a Delaware limited liability company, as Landlord, ROVI CORPORATION, a Delaware corporation, as Tenant.

LEASE TWO CIRCLE STAR WAY San Mateo, California GC NET LEASE (SAN CARLOS) INVESTORS, LLC, a Delaware limited liability company, as Landlord, and ROVI CORPORATION, a Delaware corporation, as Tenant.

July 30, 2015 EX-32.01

SECTION 1350 CERTIFICATION

Exhibit 32.01 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas Carson certifies in his capacity as Chief Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

July 30, 2015 EX-31.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Thomas Carson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

July 30, 2015 8-K

Rovi 8-K (Current Report/Significant Event)

06.30.2015 Earnings Release - Cover Pages 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 July 30, 2015 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 jurisdicti

July 30, 2015 EX-31.02

CERTIFICATION

Exhibit 31.02 CERTIFICATION I, Peter C. Halt, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

July 30, 2015 EX-32.02

SECTION 1350 CERTIFICATION

Exhibit 32.02 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Peter C. Halt certifies in his capacity as Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

July 30, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53413 Rovi Corpo

July 30, 2015 EX-99.1

ROVI CORPORATION REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS

EX 99-1 - 06.30.2015 Earnings Release EXHIBIT 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI CORPORATION REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS SANTA CLARA, Calif. -(BUSINESS WIRE) - July 30, 2015 - Rovi Corporation (NASDAQ:ROVI) today reported financial results for the second quarter ended June 30, 2015. The Company reported second quarter revenue of $127.8 million,

July 17, 2015 EX-24

EX-24

POWER OF ATTORNEY Exhibit 24 Know all men by these presents, that the undersigned hereby constitutes and appoints Pamela Sergeeff, Sandy Kalina, and Bonnie Bigelow, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Rovi Corporation, A Delaware Corporation, (the "Com

July 10, 2015 8-K

Rovi 8-K (Current Report/Significant Event)

8-K - PAO Appointment 07.10.15 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 July 8, 2015 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 (Commi

July 8, 2015 8-K

Rovi 8-K (Current Report/Significant Event)

8-K - Press Release 07.08.15 - Cover Pages 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 July 7, 2015 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 jurisdicti

July 8, 2015 EX-99.1

ROVI CORPORATION NAMES JAMES E. MEYER CHAIRMAN OF THE BOARD

ex 99-1 - 07.08.2015 Press Release EXHIBIT 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI CORPORATION NAMES JAMES E. MEYER CHAIRMAN OF THE BOARD SANTA CLARA, Calif. -(BUSINESS WIRE)-July 8, 2015 - Rovi Corporation (NASDAQ:ROVI) a leading provider of advanced entertainment discovery, data analytics, and monetization solutions, today announced that James E. Meyer has been una

May 19, 2015 EX-24

EX-24

POWER OF ATTORNEY Exhibit 24 Know all men by these presents, that the undersigned hereby constitutes and appoints Pamela Sergeeff, Sandy Kalina, and Bonnie Bigelow, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Rovi Corporation, A Delaware Corporation, (the "Com

May 19, 2015 8-K

Rovi FORM 8-K (Current Report/Significant Event)

Form 8-K 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 May 13, 2015 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 (Commission (I.R.S. employer

May 11, 2015 DEFA14A

Rovi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

May 8, 2015 DEFA14A

Rovi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

May 8, 2015 DEFA14A

Rovi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

May 8, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

May 7, 2015 DEFA14A

Rovi DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

May 6, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ? Confide

May 5, 2015 DEFA14A

Rovi DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

May 5, 2015 DEFA14A

Rovi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

May 5, 2015 DEFA14A

Rovi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

May 5, 2015 DEFA14A

Rovi DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

May 5, 2015 DEFA14A

Rovi DEFA14A

DEFA14A 1 d920963ddefa14a.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Addi

May 4, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ? Confide

May 1, 2015 DEFA14A

Rovi FORM 8-K

DEFA14A 1 d920034d8k.htm FORM 8-K 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 April 29, 2015 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 i

May 1, 2015 EX-99.1

ROVI ANNOUNCES NEW BOARD COMPENSATION ARRANGEMENTS Reductions Effective Immediately for 2015

EX-99.1 2 d920034dex991.htm EX-99.1 Exhibit 99.1 ROVI ANNOUNCES NEW BOARD COMPENSATION ARRANGEMENTS Reductions Effective Immediately for 2015 SANTA CLARA, Calif.–(BUSINESS WIRE)– May 1, 2015 – Rovi Corporation (NASDAQ: ROVI) today announced that its Board of Directors has approved new compensation arrangements reducing overall compensation for its outside directors. Under the new arrangements, the

May 1, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ? Confide

May 1, 2015 8-K

Rovi FORM 8-K (Current Report/Significant Event)

Form 8-K 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 April 29, 2015 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 organizat

May 1, 2015 EX-99.1

ROVI ANNOUNCES NEW BOARD COMPENSATION ARRANGEMENTS Reductions Effective Immediately for 2015

EX-99.1 2 d920034dex991.htm EX-99.1 Exhibit 99.1 ROVI ANNOUNCES NEW BOARD COMPENSATION ARRANGEMENTS Reductions Effective Immediately for 2015 SANTA CLARA, Calif.–(BUSINESS WIRE)– May 1, 2015 – Rovi Corporation (NASDAQ: ROVI) today announced that its Board of Directors has approved new compensation arrangements reducing overall compensation for its outside directors. Under the new arrangements, the

April 30, 2015 EX-32.02

SECTION 1350 CERTIFICATION

Exhibit 32.02 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Peter C. Halt certifies in his capacity as Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

April 30, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53413 Rovi Corp

April 30, 2015 EX-31.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Thomas Carson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

April 30, 2015 EX-99.1

ROVI CORPORATION REPORTS FIRST QUARTER 2015 FINANCIAL RESULTS Delivers quarterly results above expectations Continues progress toward key licensing renewals and product deployments

EX-99.1 2 ex99-1x03312015earningsrel.htm EXHIBIT 99.1 EXHIBIT 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI CORPORATION REPORTS FIRST QUARTER 2015 FINANCIAL RESULTS Delivers quarterly results above expectations Continues progress toward key licensing renewals and product deployments SANTA CLARA, Calif.-(BUSINESS WIRE)-April 30, 2015 - Rovi Corporation (NASDAQ:ROVI) today r

April 30, 2015 DEFA14A

Rovi DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

April 30, 2015 EX-32.01

SECTION 1350 CERTIFICATION

Exhibit 32.01 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Rovi Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas Carson certifies in his capacity as Chief Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

April 30, 2015 8-K

Current Report

8-K - 03.31.2015 Earnings Release - Cover Pages 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 April 30, 2015 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 jur

April 30, 2015 EX-31.02

CERTIFICATION

Exhibit 31.02 CERTIFICATION I, Peter C. Halt, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

April 28, 2015 DEFA14A

Rovi ADDITIONAL MATERIALS

Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 28, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

April 27, 2015 DEFA14A

Rovi DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

April 27, 2015 DEFA14A

Rovi DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

April 23, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ? Confide

April 22, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

April 22, 2015 CORRESP

Rovi ESP

Correspondence April 22, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 22, 2015 DFAN14A

EXHIBIT 1 - SUPPLEMENTAL PRESENTATION

STRICTLY PRIVATE AND CONFIDENTIAL © Nomura Connecting Markets East & West STRICTLY PRIVATE AND CONFIDENTIAL © Nomura Engaged Capital’s Additional Perspectives on ROVI April 22, 2015 This presentation is for discussion and general informational purposes only.

April 21, 2015 DEFA14A

Rovi DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

April 21, 2015 DEFA14A

Rovi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

April 21, 2015 DEFA14A

Rovi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

April 16, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

DFAN14A 1 dfan14a09455012a04162015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box:

April 16, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

April 16, 2015 DFAN14A

EXHIBIT 1: INVESTOR PRESENTATION

STRICTLY PRIVATE AND CONFIDENTIAL © Nomura Connecting Markets East & West STRICTLY PRIVATE AND CONFIDENTIAL © Nomura Engaged Capital’s Perspectives on ROVI April 16, 2015 Table of Contents 1.

April 16, 2015 DEFA14A

Rovi DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

April 15, 2015 CORRESP

Rovi ESP

CORRESP April 15, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 13, 2015 DEFA14A

Rovi DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

April 13, 2015 DEFA14A

Rovi DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 13, 2015 DEFC14A

Rovi DEFC14A

DEFC14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

April 13, 2015 DEFC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of

April 13, 2015 DEFA14A

Rovi DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 8, 2015 CORRESP

April 7, 2015

O L S H A N PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022 TELEPHONE: 212.

April 8, 2015 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

PRRN14A 1 prrn14a0945501204072015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box:

April 6, 2015 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

April 6, 2015 CORRESP

April 6, 2015

O L S H A N PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022 TELEPHONE: 212.

April 3, 2015 CORRESP

Rovi ESP

Response Letter Jon E. Gavenman T: +1 650 843 5055 [email protected] VIA EMAIL AND EDGAR April 2, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Ms. Tiffany Piland Posil RE: Rovi Corporation Preliminary Proxy Statement on Schedule 14A Filed March 23, 2015 File No. 000-53413 Ladies and Gentlemen: On behalf of Rovi Corporation

April 3, 2015 PRER14A

Rovi REVISED PRELIMINARY PROXY STATEMENT

Revised Preliminary Proxy Statement Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 26, 2015 EX-24

EX-24

POWER OF ATTORNEY Exhibit 24 Know all men by these presents, that the undersigned hereby constitutes and appoints Pamela Sergeeff, Sandy Kalina, and Bonnie Bigelow, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Rovi Corporation, A Delaware Corporation, (the "Com

March 26, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ? Confide

March 26, 2015 EX-99.1

Subject: Rovi – Netflix Court Hearing – March 25, 2015

EX-99.1 2 d898204dex991.htm EX-99.1 Exhibit 99.1 Subject: Rovi – Netflix Court Hearing – March 25, 2015 Yesterday, the Northern District Court in Oakland, California held a hearing in our ongoing Netflix case. During the hearing, and before the market closed, there was a speculative report issued by a small investor advisory firm that has been picked up in the media. No decision was made and we re

March 26, 2015 8-K

Current Report

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 26, 2015 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) (Com

March 25, 2015 PREC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confide

March 23, 2015 PREC14A

Rovi PREC14A

PREC14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

March 23, 2015 EX-99.1

ROVI ADDS ANALYTICS EXPERTISE TO THE BOARD WITH APPOINTMENT OF NEW DIRECTOR Appointment of Steven Lucas Brings Expertise in Strategic Area of Advanced Analytics

EX-99.1 Exhibit 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI ADDS ANALYTICS EXPERTISE TO THE BOARD WITH APPOINTMENT OF NEW DIRECTOR Appointment of Steven Lucas Brings Expertise in Strategic Area of Advanced Analytics SANTA CLARA, Calif.?(BUSINESS WIRE)?March 23, 2015 ? Rovi Corporation (NASDAQ:ROVI) today announced the appointment of Steven Lucas to its Board of Directors

March 23, 2015 EX-99.1

ROVI ADDS ANALYTICS EXPERTISE TO THE BOARD WITH APPOINTMENT OF NEW DIRECTOR Appointment of Steven Lucas Brings Expertise in Strategic Area of Advanced Analytics

EX-99.1 Exhibit 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI ADDS ANALYTICS EXPERTISE TO THE BOARD WITH APPOINTMENT OF NEW DIRECTOR Appointment of Steven Lucas Brings Expertise in Strategic Area of Advanced Analytics SANTA CLARA, Calif.—(BUSINESS WIRE)–March 23, 2015 – Rovi Corporation (NASDAQ:ROVI) today announced the appointment of Steven Lucas to its Board of Directors

March 23, 2015 DEFA14A

Rovi 8-K

8-K 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 20, 2015 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)

March 23, 2015 8-K

Rovi 8-K (Current Report/Significant Event)

8-K 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 20, 2015 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)

March 18, 2015 CORRESP

Rovi ESP

CORRESP 1 filename1.htm March 18, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Ms. Tiffany Piland Posil RE: Rovi Corporation Definitive Additional Soliciting Material on Schedule 14A Filed March 12, 2015 File No. 000-53413 Ladies and Gentlemen: On behalf of our client, Rovi Corporation (the “Company”), we are submitting this

March 12, 2015 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

March 12, 2015 DEFA14A

Rovi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

March 4, 2015 EX-4.1

Form of Note representing the Rovi Corporation 0.500% Convertible Senior Notes due 2020

EX-4.1 Exhibit 4.1 ROVI CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 4, 2015 0.500% Convertible Senior Notes due 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 13 Section 2.0

March 4, 2015 EX-99.2

19 Share Termination Unit Price: The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Age

EX-99.2 Exhibit 99.2 [Dealer’s Name and Address] February [26]1[27]2, 2015 To: Rovi Corporation 2830 De La Cruz Boulevard Santa Clara, California 95050 Attention: [Title of contact] Telephone: [Telephone No.] Facsimile: [Facsimile No.] Re: [Base]3[Additional]4 Warrants The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Rovi C

March 4, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K 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 February 26, 2015 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 organi

March 4, 2015 EX-1.1

$300,000,000 Rovi Corporation 0.500% Convertible Senior Notes due 2020 Purchase Agreement

EX-1.1 Exhibit 1.1 EXECUTION VERSION $300,000,000 Rovi Corporation 0.500% Convertible Senior Notes due 2020 Purchase Agreement February 26, 2015 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC As Representatives of the several Initial Purchasers listed in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 and c/o J.P. Morgan Securities LLC 383 Madison Avenue

March 4, 2015 EX-99.1

20 adjustment to the Transaction has been made, a unit consisting of the type and amount of such property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of

EX-99.1 Exhibit 99.1 [Dealer’s Name and Address] February [26]1[27]2, 2015 To: Rovi Corporation 2830 De La Cruz Boulevard Santa Clara, California 95050 Attention: [Title of contact] Telephone: [Telephone No.] Facsimile: [Facsimile No.] Re: [Base]3[Additional]4 Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call optio

February 20, 2015 EX-10.1

Rovi Corporation 2015 Senior Executive Company Incentive Plan

EX-10.1 Exhibit 10.1 Rovi Corporation 2015 Senior Executive Company Incentive Plan I. INTRODUCTION a. The Objective of the 2015 Senior Executive Company Incentive Plan (the “Plan”) is to (i) enhance stockholder value by promoting strong linkages between executive contributions and company performance; (ii) support achievement of the business objectives of Rovi Corporation and its subsidiaries (the

February 20, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 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 February 17, 2015 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 organizatio

February 20, 2015 SC TO-I/A

ROVI / Rovi Corp. SC TO-I/A - - AMENDMENT NO. 1 TO SCHEDULE TO-I

Amendment No. 1 to Schedule TO-I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ROVI CORPORATION (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) 2.625% CONVERTIBLE SENIOR NOTES DUE 2040 (Title of Class of Securities) 779376

February 19, 2015 EX-33.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Thomas Carson, certify that: 1. I have reviewed this annual report on Form 10-K of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to t

February 19, 2015 EX-21.01

LIST OF SUBSIDIARIES NAME STATE OR OTHER JURISDICTION OF INCORPORATION All Media Guide Holdings, Inc. Delaware All Media Guide, LLC Delaware Aptiv Digital LLC (formerly Aptiv Digital, Inc.) Delaware Canada Services, Inc. Delaware DirectCom Networks,

EX-21.01 2 rovi12311410kex2101.htm EXHIBIT 21.01 Exhibit 21.01 LIST OF SUBSIDIARIES NAME STATE OR OTHER JURISDICTION OF INCORPORATION All Media Guide Holdings, Inc. Delaware All Media Guide, LLC Delaware Aptiv Digital LLC (formerly Aptiv Digital, Inc.) Delaware Canada Services, Inc. Delaware DirectCom Networks, Inc. Delaware EuroMedia Group, Inc. Delaware Fanhattan, Inc. Delaware Fanhattan Ca., In

February 19, 2015 EX-32.01

SECTION 1350 CERTIFICATION

Exhibit 32.01 SECTION 1350 CERTIFICATION In connection with the Annual Report of Rovi Corporation (the “Company”) on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas Carson certifies in his capacity as Chief Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

February 19, 2015 EX-32.02

SECTION 1350 CERTIFICATION

Exhibit 32.02 SECTION 1350 CERTIFICATION In connection with the Annual Report of Rovi Corporation (the “Company”) on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Peter C. Halt certifies in his capacity as Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18

February 19, 2015 EX-99.1

ROVI CORPORATION REPORTS FOURTH QUARTER 2014 FINANCIAL RESULTS Company reports better-than-expected results

EXHIBIT 99.1 Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050 ROVI CORPORATION REPORTS FOURTH QUARTER 2014 FINANCIAL RESULTS Company reports better-than-expected results SANTA CLARA, Calif.-(BUSINESS WIRE)-February 19, 2015 - Rovi Corporation (NASDAQ:ROVI) today reported financial results for the fourth quarter and full year ended December 31, 2014. The Company reported fourth quarter

February 19, 2015 EX-31.02

CERTIFICATION

Exhibit 31.02 CERTIFICATION I, Peter C. Halt, certify that: 1. I have reviewed this annual report on Form 10-K of Rovi Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to t

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