MVSN » Topics » PART III

These excerpts taken from the MVSN 10-K filed Feb 29, 2008.

PART II

 






ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
STYLE="margin-top:6px;margin-bottom:0px">Market Information and Holders

Our common stock has
been listed on the Nasdaq National Market under the symbol “MVSN” since our initial public offering on March 13, 1997. The following table sets forth, for the periods indicated, the reported high and low closing prices for our common
stock.

 






































































































   High  Low

2006

    

First Quarter

  $22.15  $15.75

Second Quarter

  $25.65  $19.96

Third Quarter

  $24.35  $19.23

Fourth Quarter

  $29.13  $23.71

2007

    

First Quarter

  $27.96  $22.56

Second Quarter

  $30.73  $24.01

Third Quarter

  $30.52  $22.00

Fourth Quarter

  $27.28  $18.33

As of February 1, 2008, there were 80 holders of record of our common stock, based upon
information furnished by American Stock Transfer & Trust Company, the transfer agent for our securities. We believe, based upon security positions listings, that there are approximately 3,632 beneficial owners of our common stock as of
February 15, 2008. As of February 1, 2008, there were 54,072,089 shares of common stock outstanding.

 


40







Table of Contents


PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our board of directors currently consists of six members, a majority of whom are “independent” under applicable rules of the Securities and Exchange Commission (the “SEC”). Our bylaws provide that our board of directors shall have not less than five members, with the exact number of directors to be fixed from time to time by the board of directors. There are no family relationships among our executive officers and directors.

These excerpts taken from the MVSN 10-K filed Feb 26, 2008.

PART II

 






ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
STYLE="margin-top:6px;margin-bottom:0px">Market Information and Holders

Our common stock has
been listed on the Nasdaq National Market under the symbol “MVSN” since our initial public offering on March 13, 1997. The following table sets forth, for the periods indicated, the reported high and low closing prices for our common
stock.

 






































































































   High  Low

2006

    

First Quarter

  $22.15  $15.75

Second Quarter

  $25.65  $19.96

Third Quarter

  $24.35  $19.23

Fourth Quarter

  $29.13  $23.71

2007

    

First Quarter

  $27.96  $22.56

Second Quarter

  $30.73  $24.01

Third Quarter

  $30.52  $22.00

Fourth Quarter

  $27.28  $18.33

As of February 1, 2008, there were 80 holders of record of our common stock, based upon
information furnished by American Stock Transfer & Trust Company, the transfer agent for our securities. We believe, based upon security positions listings, that there are approximately 3,632 beneficial owners of our common stock as of
February 15, 2008. As of February 1, 2008, there were 54,072,089 shares of common stock outstanding.

 


40







Table of Contents


PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our board of directors currently consists of six members, a majority of whom are “independent” under applicable rules of the Securities and Exchange Commission (the “SEC”). Our bylaws provide that our board of directors shall have not less than five members, with the exact number of directors to be fixed from time to time by the board of directors. There are no family relationships among our executive officers and directors.

This excerpt taken from the MVSN 10-K filed Feb 28, 2007.

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be included in our proxy statement, which will be filed with the SEC in connection with the solicitation of proxies for our 2007 Annual Meeting of Stockholders to be held on April 26, 2007 (the “2007 Annual Meeting of Stockholders”), and that information is incorporated by reference herein.

In February 2004, we adopted a code of conduct and ethics applicable to all of our directors and employees, including the principal executive officer, principal financial officer and principal accounting officer. A copy of such code of conduct and ethics was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2003. If we make any substantive amendments to the code of conduct and ethics or grant any waiver, including implicit waiver, from a provision of the code of conduct and ethics to our principal executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website at http:///www.macrovision.com or in a current report on Form 8-K that will be publicly filed.

 

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item will be include in the proxy statement for the 2007 Annual Meeting of Stockholders and that information is incorporated by reference herein.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except for the information about our equity plan shown below, the information required by this item will be included in the proxy statement for the 2007 Annual Meeting of Stockholders and that information is incorporated by reference herein.

This excerpt taken from the MVSN 10-K filed Mar 2, 2006.

PART III

 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The information required by this item is incorporated by reference from the information under the sections “Information About Directors,” “Information About our Executive Officers” and “Proposal 1: Election of Directors,” to be contained in our proxy statement, which will be filed with the SEC in connection with the solicitation of proxies for our 2006 Annual Meeting of Stockholders to be held on April 27, 2006 (the “2006 Annual Meeting of Stockholders”).

In February 2004, we adopted a code of conduct and ethics applicable to all of our directors and employees, including the principal executive officer, principal financial officer and principal accounting officer. A copy of such code of conduct and ethics was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2003. If we make any substantive amendments to the code of conduct and ethics or grant any waiver, including implicit waiver, from a provision of the code of conduct and ethics to our principal executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website at http:///www.macrovision.com or in a current report on Form 8-K that will be publicly filed.

 

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the information under the section “Executive Compensation” to be contained in the proxy statement for the 2006 Annual Meeting of Stockholders.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to the information under the section “Security Ownership of Certain Beneficial Owners and Management” and “Equity Plan Information” to be contained in the proxy statement for the 2006 Annual Meeting of Stockholders.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference to the information under the section “Certain Relationships and Related Transactions” to be contained in the proxy statement for the 2006 Annual Meeting of Stockholders.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the information under the caption “Principal Auditor Fees and Services” to be contained in the proxy statement for the 2006 Annual Meeting of Stockholders.

 

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Table of Contents
Index to Financial Statements
This excerpt taken from the MVSN 10-K filed Mar 31, 2005.

PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS

The information required by this item is incorporated by reference from the information under the sections “Information About Directors,” “Information About our Executive Officers” and “Proposal 1: Election of Directors,” to be contained in our proxy statement, which will be filed with the SEC in connection with the solicitation of proxies for our 2005 Annual Meeting of Stockholders to be held on May 24, 2005 (the “2005 Annual Meeting of Stockholders”).

In February 2004, we adopted a code of conduct and ethics applicable to all of our directors and employees, including the principal executive officer, principal financial officer and principal accounting officer. A copy of such code of conduct and ethics was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2003. If we make any substantive amendments to the code of conduct and ethics or grant any waiver, including implicit waiver, from a provision of the code of conduct and ethics to our principal executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website at http:///www.macrovision.com or in a current report on Form 8-K that will be publicly filed.

ITEM 11.       EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the information under the section “Executive Compensation” to be contained in the proxy statement for the 2005 Annual Meeting of Stockholders.

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