content: <PAGE>
  
                        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):  January 9, 2001
  
                                     TiVo Inc.
  
              (Exact name of registrant as specified in its charter)
  
            Delaware                   000-27141                77-0463167
            (State of           (Commission File Number)      (IRS Employer
           Incorporation)                                  Identification No.)
  
                2160 Gold Street, P.O. Box 2160, Alviso, CA  95002
                (Address of principal executive offices) (Zip Code)
  
                                  (408) 519-9100
  
               (Registrant's telephone number, including area code)
  
  
           (former name or former address, if changed since last report)
  
                                         1
  <PAGE>
  
  Item 5.  Other Events.
           ------------
  
       On January 9, 2001 the Board of Directors of TiVo Inc. (the "Company")
  adopted a Stockholder Rights Plan.
  
       In connection with the Rights Plan, the Board of Directors of the Company
  declared a dividend of one preferred share purchase right (the "Rights") for
  each outstanding share of common stock, par value $.001 per share (the "Common
  Shares"), of the Company outstanding at the close of business on January 31,
  2001 (the "Record Date").  Each Right will entitle the registered holder
  thereof, after the Rights become exercisable and until January 9, 2011 (or the
  earlier redemption, exchange or termination of the Rights), to purchase from the
  Company one one-hundredth (1/100th) of a share of Series B Junior Participating
  Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a price
  of $60 per one one-hundredth (1/100th) of a Preferred Share, subject to certain
  anti-dilution adjustments (the "Purchase Price").  Until the earlier to occur of
  (i) ten (10) days following a public announcement that a person or group of
  affiliated or associated persons has acquired, or obtained the right to acquire,
  beneficial ownership of 15% or more of the Common Shares (an "Acquiring
  Person"), subject to limited exceptions, or (ii) ten (10) business days (or such
  later date as may be determined by action of the Board of Directors prior to
  such time as any person or group of affiliated persons becomes an Acquiring
  Person) following the commencement or announcement of an intention to make a
  tender offer or exchange offer the consummation of which would result in the
  beneficial ownership by a person or group of 15% or more of the Common Shares,
  subject to limited exceptions (the earlier of (i) and (ii) being called the
  "Distribution Date"), the Rights will be evidenced, with respect to any of the
  Common Share certificates outstanding as of the Record Date, by such Common
  Share certificate.  The Rights will be transferred with and only with the Common
  Shares until the Distribution Date or earlier redemption or expiration of the
  Rights.  As soon as practicable following the Distribution Date, separate
  certificates evidencing the Rights ("Right Certificates") will be mailed to
  holders of record of the Common Shares as of the close of business on the
  Distribution Date and such separate Right Certificates alone will evidence the
  Rights.  The Rights will at no time have any voting rights.
  
       Each Preferred Share purchasable upon exercise of the Rights will be
  entitled, when, as and if declared, to a minimum preferential quarterly dividend
  payment of $1.00 per share but will be entitled to an aggregate dividend of 100
  times the dividend, if any, declared per Common Share.  In the event of
  liquidation, dissolution or winding up of the Company, the holders of the
  Preferred Shares will be entitled to a preferential liquidation payment of $100
  per share plus any accrued but unpaid dividends but will be entitled to an
  aggregate payment of 100 times the payment made per Common Share.  Each
  Preferred Share will have 100 votes and will vote together with the Common
  Shares.  Finally, in the event of any merger, consolidation or other transaction
  in which Common Shares are exchanged, each Preferred Share will be entitled to
  receive 100 times the amount received per Common Share.  Preferred Shares will
  not be redeemable.  These Rights are protected by customary anti-dilution
  provisions.  Because of the nature of the Preferred Share's dividend,
  liquidation and voting rights, the value of one one-hundredth of a Preferred
  Share purchasable upon exercise of each Right should approximate the value of
  one Common Share.
  
                                         2
  <PAGE>
  
       In the event that a Person becomes an Acquiring Person or if the Company
  were the surviving corporation in a merger with an Acquiring Person or any
  affiliate or associate of an Acquiring Person and the Common Shares were not
  changed or exchanged, each holder of a Right, other than Rights that are or were
  acquired or beneficially owned by the Acquiring Person (which Rights will
  thereafter be void), will thereafter have the right to receive upon exercise
  that number of Common Shares having a market value of two times the then current
  Purchase Price of one Right.  In the event that, after a person has become an
  Acquiring Person, the Company were acquired in a merger or other business
  combination transaction or more than 50% of its assets or earning power were
  sold, proper provision shall be made so that each holder of a Right shall
  thereafter have the right to receive, upon the exercise thereof at the then
  current Purchase Price of the Right, that number of shares of common stock of
  the acquiring company which at the time of such transaction would have a market
  value of two times the then current Purchase Price of one Right.
  
       At any time after a Person becomes an Acquiring Person and prior to the
  earlier of one of the events described in the last sentence in the previous
  paragraph or the acquisition by such Acquiring Person of 50% or more of the then
  outstanding Common Shares, the Board of Directors may cause the Company to
  exchange the Rights (other than Rights owned by an Acquiring Person which have
  become void), in whole or in part, for Common Shares at an exchange rate of one
  Common Share per Right (subject to adjustment).
  
       The Rights may be redeemed in whole, but not in part, at a price of $.01
  per Right (the "Redemption Price") by the Board of Directors at any time prior
  to the time that an Acquiring Person has become such.  The redemption of the
  Rights may be made effective at such time, on such basis and with such
  conditions as the Board of Directors in its sole discretion may establish.
  Immediately upon any redemption of the Rights, the right to exercise the Rights
  will terminate and the only right of the holders of Rights will receive the
  Redemption Price.
  
       The Rights will expire on January 9, 2011 (unless earlier redeemed,
  exchanged or terminated).  Wells Fargo Shareowner Services is the Rights Agent.
  
       The Purchase Price payable, and the number of one one-hundredths of a
  Preferred Share or other securities or property issuable, upon exercise of the
  Rights are subject to adjustment from time to time to prevent dilution (i) in
  the event of a stock dividend on, or a subdivision, combination or
  reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
  Preferred Shares of certain rights or warrants to subscribe for or purchase
  Preferred Shares or convertible securities at less than the current market price
  of the Preferred Shares or (iii) upon the distribution to holders of the
  Preferred Shares of evidences of indebtedness, cash, securities or assets
  (excluding regular periodic cash dividends at a rate not in excess of 125% of
  the rate of the last regular periodic cash dividend theretofore paid or, in case
  regular periodic cash dividends have not theretofore been paid, at a rate not in
  excess of 50% of the average net income per share of the Company for the four
  quarters ended immediately prior to the payment of such dividend, or dividends
  payable in Preferred Shares (which dividends will be subject to the adjustment
  described in clause (i) above)) or of subscription rights or warrants (other
  than those referred to above).
  
                                         3
  <PAGE>
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company beyond those as an existing stockholder,
  including, without limitation, the right to vote or to receive dividends.
  
       Any of the provisions of the Rights Agreement dated as of January 16, 2001
  between the Company and the Rights Agent (the "Rights Agreement") may be amended
  by the Board of Directors of the Company for so long as the Rights are then
  redeemable, and after the Rights are no longer redeemable, the Company may amend
  or supplement the Rights Agreement in any manner that does not adversely affect
  the interests of the holder of the Rights.
  
       One Right will be distributed to stockholders of the Company for each
  Common Share owned of record by them on January 31, 2001.  As long as the Rights
  are attached to the Common Shares, the Company will issue one Right with each
  new Common Share so that all such shares will have attached Rights.  The Company
  has agreed that, from and after the Distribution Date, the Company will reserve
  700,000 Preferred Shares initially for issuance upon exercise of the Rights.
  
       The rights are designed to assure that all of the Company's stockholders
  receive fair and equal treatment in the event of any proposed takeover of the
  Company and to guard against partial tender offers, open market accumulations
  and other abusive tactics to gain control of the Company without paying all
  stockholders a control premium.  The Rights will cause substantial dilution to a
  person or group that acquires 15% or more of the Company's stock on terms not
  approved by the Company's Board of Directors.  The Rights should not interfere
  with any merger or other business combination approved by the Board of Directors
  at any time prior to the first date that a Person or group has become an
  Acquiring Person.
  
       The Rights Agreement specifying the terms of the Rights and the text of the
  press release announcing the declaration of the Rights, are incorporated herein
  by reference as exhibits to this Current Report.  The foregoing description of
  the Rights is qualified in its entirety by reference to such exhibits.
  
                                         4
  <PAGE>
  
  Item 7.  Exhibits.
           --------
  
   4.1     Certificate of Designations of the Series B Junior Participating
           Preferred Stock of TiVo Inc.
  
  10.1     Rights Agreement, dated as of January 16, 2001, between TiVo Inc. and
           Wells Fargo Shareowner Services.
  
  99.1     Text of Press Release, dated January 12, 2001.
  
                                         5
  <PAGE>
  
                                     SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Dated: January 17, 2001
  
                                TIVO INC.
  
                                By: /s/ David H. Courtney
                                   --------------------------------------
                                   David H. Courtney
                                   CFO & Senior Vice President, Finance &
                                   Administration
  
                                         6
  <PAGE>
  
                                   EXHIBIT INDEX
  
   4.1      Certificate of Designations of the Series B Junior Participating
            Preferred Stock of Tivo Inc.
  
  10.1      Rights Agreement, dated as of January 16, 2001, between TiVo Inc. and
            Wells Fargo Shareowner Services.
  
  99.1      Text of Press Release, dated January 12, 2001.
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metadata_filer: {"company-data": {"conformed-name": "TIVO INC", "cik": "0001088825", "assigned-sic": "4841", "irs-number": "770453167", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27141", "film-number": "1510299"}, "business-address": {"street1": "C/O LATHAM & WATKINS", "street2": "135 COMMONWEALTH DRIVE", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6503284600"}, "mail-address": {"street1": "2160 GOLD STREET", "street2": "PO BOX 2160", "city": "ALVISO", "state": "CA", "zip": "95002"}}
text: 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):  January 9, 2001
  
                                     TiVo Inc.
  
              (Exact name of registrant as specified in its charter)
  
            Delaware                   000-27141                77-0463167
            (State of           (Commission File Number)      (IRS Employer
           Incorporation)                                  Identification No.)
  
                2160 Gold Street, P.O. Box 2160, Alviso, CA  95002
                (Address of principal executive offices) (Zip Code)
  
                                  (408) 519-9100
  
               (Registrant's telephone number, including area code)
  
           (former name or former address, if changed since last report)
  
                                         1
  Item 5.  Other Events.
           ------------
  
       On January 9, 2001 the Board of Directors of TiVo Inc. (the "Company")
  adopted a Stockholder Rights Plan.
  
       In connection with the Rights Plan, the Board of Directors of the Company
  declared a dividend of one preferred share purchase right (the "Rights") for
  each outstanding share of common stock, par value $.001 per share (the "Common
  Shares"), of the Company outstanding at the close of business on January 31,
  2001 (the "Record Date").  Each Right will entitle the registered holder
  thereof, after the Rights become exercisable and until January 9, 2011 (or the
  earlier redemption, exchange or termination of the Rights), to purchase from the
  Company one one-hundredth (1/100th) of a share of Series B Junior Participating
  Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a price
  of $60 per one one-hundredth (1/100th) of a Preferred Share, subject to certain
  anti-dilution adjustments (the "Purchase Price").  Until the earlier to occur of
  (i) ten (10) days following a public announcement that a person or group of
  affiliated or associated persons has acquired, or obtained the right to acquire,
  beneficial ownership of 15% or more of the Common Shares (an "Acquiring
  Person"), subject to limited exceptions, or (ii) ten (10) business days (or such
  later date as may be determined by action of the Board of Directors prior to
  such time as any person or group of affiliated persons becomes an Acquiring
  Person) following the commencement or announcement of an intention to make a
  tender offer or exchange offer the consummation of which would result in the
  beneficial ownership by a person or group of 15% or more of the Common Shares,
  subject to limited exceptions (the earlier of (i) and (ii) being called the
  "Distribution Date"), the Rights will be evidenced, with respect to any of the
  Common Share certificates outstanding as of the Record Date, by such Common
  Share certificate.  The Rights will be transferred with and only with the Common
  Shares until the Distribution Date or earlier redemption or expiration of the
  Rights.  As soon as practicable following the Distribution Date, separate
  certificates evidencing the Rights ("Right Certificates") will be mailed to
  holders of record of the Common Shares as of the close of business on the
  Distribution Date and such separate Right Certificates alone will evidence the
  Rights.  The Rights will at no time have any voting rights.
  
       Each Preferred Share purchasable upon exercise of the Rights will be
  entitled, when, as and if declared, to a minimum preferential quarterly dividend
  payment of $1.00 per share but will be entitled to an aggregate dividend of 100
  times the dividend, if any, declared per Common Share.  In the event of
  liquidation, dissolution or winding up of the Company, the holders of the
  Preferred Shares will be entitled to a preferential liquidation payment of $100
  per share plus any accrued but unpaid dividends but will be entitled to an
  aggregate payment of 100 times the payment made per Common Share.  Each
  Preferred Share will have 100 votes and will vote together with the Common
  Shares.  Finally, in the event of any merger, consolidation or other transaction
  in which Common Shares are exchanged, each Preferred Share will be entitled to
  receive 100 times the amount received per Common Share.  Preferred Shares will
  not be redeemable.  These Rights are protected by customary anti-dilution
  provisions.  Because of the nature of the Preferred Share's dividend,
  liquidation and voting rights, the value of one one-hundredth of a Preferred
  Share purchasable upon exercise of each Right should approximate the value of
  one Common Share.
  
                                         2
  In the event that a Person becomes an Acquiring Person or if the Company
  were the surviving corporation in a merger with an Acquiring Person or any
  affiliate or associate of an Acquiring Person and the Common Shares were not
  changed or exchanged, each holder of a Right, other than Rights that are or were
  acquired or beneficially owned by the Acquiring Person (which Rights will
  thereafter be void), will thereafter have the right to receive upon exercise
  that number of Common Shares having a market value of two times the then current
  Purchase Price of one Right.  In the event that, after a person has become an
  Acquiring Person, the Company were acquired in a merger or other business
  combination transaction or more than 50% of its assets or earning power were
  sold, proper provision shall be made so that each holder of a Right shall
  thereafter have the right to receive, upon the exercise thereof at the then
  current Purchase Price of the Right, that number of shares of common stock of
  the acquiring company which at the time of such transaction would have a market
  value of two times the then current Purchase Price of one Right.
  
       At any time after a Person becomes an Acquiring Person and prior to the
  earlier of one of the events described in the last sentence in the previous
  paragraph or the acquisition by such Acquiring Person of 50% or more of the then
  outstanding Common Shares, the Board of Directors may cause the Company to
  exchange the Rights (other than Rights owned by an Acquiring Person which have
  become void), in whole or in part, for Common Shares at an exchange rate of one
  Common Share per Right (subject to adjustment).
  
       The Rights may be redeemed in whole, but not in part, at a price of $.01
  per Right (the "Redemption Price") by the Board of Directors at any time prior
  to the time that an Acquiring Person has become such.  The redemption of the
  Rights may be made effective at such time, on such basis and with such
  conditions as the Board of Directors in its sole discretion may establish.
  Immediately upon any redemption of the Rights, the right to exercise the Rights
  will terminate and the only right of the holders of Rights will receive the
  Redemption Price.
  
       The Rights will expire on January 9, 2011 (unless earlier redeemed,
  exchanged or terminated).  Wells Fargo Shareowner Services is the Rights Agent.
  
       The Purchase Price payable, and the number of one one-hundredths of a
  Preferred Share or other securities or property issuable, upon exercise of the
  Rights are subject to adjustment from time to time to prevent dilution (i) in
  the event of a stock dividend on, or a subdivision, combination or
  reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
  Preferred Shares of certain rights or warrants to subscribe for or purchase
  Preferred Shares or convertible securities at less than the current market price
  of the Preferred Shares or (iii) upon the distribution to holders of the
  Preferred Shares of evidences of indebtedness, cash, securities or assets
  (excluding regular periodic cash dividends at a rate not in excess of 125% of
  the rate of the last regular periodic cash dividend theretofore paid or, in case
  regular periodic cash dividends have not theretofore been paid, at a rate not in
  excess of 50% of the average net income per share of the Company for the four
  quarters ended immediately prior to the payment of such dividend, or dividends
  payable in Preferred Shares (which dividends will be subject to the adjustment
  described in clause (i) above)) or of subscription rights or warrants (other
  than those referred to above).
  
                                         3
  Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company beyond those as an existing stockholder,
  including, without limitation, the right to vote or to receive dividends.
  
       Any of the provisions of the Rights Agreement dated as of January 16, 2001
  between the Company and the Rights Agent (the "Rights Agreement") may be amended
  by the Board of Directors of the Company for so long as the Rights are then
  redeemable, and after the Rights are no longer redeemable, the Company may amend
  or supplement the Rights Agreement in any manner that does not adversely affect
  the interests of the holder of the Rights.
  
       One Right will be distributed to stockholders of the Company for each
  Common Share owned of record by them on January 31, 2001.  As long as the Rights
  are attached to the Common Shares, the Company will issue one Right with each
  new Common Share so that all such shares will have attached Rights.  The Company
  has agreed that, from and after the Distribution Date, the Company will reserve
  700,000 Preferred Shares initially for issuance upon exercise of the Rights.
  
       The rights are designed to assure that all of the Company's stockholders
  receive fair and equal treatment in the event of any proposed takeover of the
  Company and to guard against partial tender offers, open market accumulations
  and other abusive tactics to gain control of the Company without paying all
  stockholders a control premium.  The Rights will cause substantial dilution to a
  person or group that acquires 15% or more of the Company's stock on terms not
  approved by the Company's Board of Directors.  The Rights should not interfere
  with any merger or other business combination approved by the Board of Directors
  at any time prior to the first date that a Person or group has become an
  Acquiring Person.
  
       The Rights Agreement specifying the terms of the Rights and the text of the
  press release announcing the declaration of the Rights, are incorporated herein
  by reference as exhibits to this Current Report.  The foregoing description of
  the Rights is qualified in its entirety by reference to such exhibits.
  
                                         4
  Item 7.  Exhibits.
           --------
  
   4.1     Certificate of Designations of the Series B Junior Participating
           Preferred Stock of TiVo Inc.
  
  10.1     Rights Agreement, dated as of January 16, 2001, between TiVo Inc. and
           Wells Fargo Shareowner Services.
  
  99.1     Text of Press Release, dated January 12, 2001.
  
                                         5
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Dated: January 17, 2001
  
                                TIVO INC.
  
                                By: /s/ David H. Courtney
                                   --------------------------------------
                                   David H. Courtney
                                   CFO & Senior Vice President, Finance &
                                   Administration
  
                                         6
  EXHIBIT INDEX
  
   4.1      Certificate of Designations of the Series B Junior Participating
            Preferred Stock of Tivo Inc.
  
  10.1      Rights Agreement, dated as of January 16, 2001, between TiVo Inc. and
            Wells Fargo Shareowner Services.
  
  99.1      Text of Press Release, dated January 12, 2001.