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~~February 3113, ~~2007~~2008

Date of Report (Date of earliest event reported)

Macrovision Corporation

(Exact name of registrant as specified in its charter)

Delaware

000-22023

77-0156161

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(I.R.S. employer

identification number)

2830 De La Cruz Boulevard

Santa Clara, California 95050

(Address of principal executive offices, including zip code)

(408) 562-8400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 1.01 Entry into a Material Definitive Agreement.

~~Item~~On 3February 13, 2008, Macrovision Corporation signed a definitive Asset Purchase Agreement (the “Agreement”) with Flexco Holding Company, Inc.03, ~~Material~~an ~~Modification~~affiliated company of ~~Rights~~Thoma Cressey Bravo, to sell Macrovision’s software business unit in a cash transaction valued at approximately $200 million. The transaction will include Macrovision’s software product lines including, but not limited to, the InstallShield®, Adminstudio® and FLEX product lines, as well as all associated support and services. The transaction is subject to customary conditions to closing, including regulatory approvals, and is expected to close on or before April 1, 2008. The completion of ~~Security~~the ~~Holders~~transaction is not subject to Macrovision stockholder approval. The foregoing description of the Agreement and the transaction is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

~~Item~~ITEM 89.01 ~~Other~~Financial ~~Events~~Statements and Exhibits.

AsThe ~~previously reported, on~~following ~~November 17,~~exhibits ~~2007,~~are ~~Macrovision~~furnished ~~Corporation~~with ~~signed~~this areport definitive Asset Purchase Agreement (the “Agreement”) to acquire certain assets of Cryptography Research, Inc. (“CRI”) (the “Transaction”). Macrovision paid CRI $45 million in cash and may issue up to $15 million in warrants exercisable for Macrovision common stock, a portion of such warrants being subject to performance milestones, in consideration for the purchased assets. CRI is a privately-held company based in San Francisco, California. The acquisition closed on November 21, 2007. The foregoing description of the Agreement and the Transaction is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to the Current Report filed on Form 8-K/A: ~~on December 18, 2007.~~

Under the Agreement, Macrovision may issue up to three separate warrants to CRI. The first warrant issuable under the agreement will be exercisable for 928,315 shares of Macrovision’s common stock at an exercise price of $35.45 per share. The second and third warrants are subject to performance milestones, and would be exercisable for 530,466 shares of common stock at an exercise price of $35.45 per share and 507,540 shares of common stock at an exercise price of $34.14 per share, respectively. The warrants were committed to be issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.


Exhibit Number		Description

10.1		Asset Purchase Agreement dated February 13, 2008 by and among Macrovision Corporation and Flexco Holding Company, Inc. (a Delaware corporation).

Under the terms of the Agreement, the first warrant was to be issued on January 1, 2008. At CRI’s request, Macrovision did not issue the first warrant on January 1, 2008. This warrant may be issued at a later date once CRI requests that it be issued.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Macrovision Corporation
			Macrovision Corporation (Registrant)
		(Registrant)
Date:	February 21, 2008		By:	/s/ Stephen Yu
Date: January 4, 2008		By:	/s/ Stephen Yu
				Stephen Yu
			Stephen Yu
				EVP and General Counsel
			EVP and General Counsel

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