UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OpenTV Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
A Ordinary Shares, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
G675431
------------------------------
(CUSIP Number)
Elizabeth M. Markowski
Senior Vice President
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 8, 2002
--------------------------------------------------------------------------------
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 15 pages)
CUSIP NO. G675431
================================================================================
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
Liberty Media Corporation
84-1288730
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|*
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS 00
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
To the knowledge of the Seller Parties,
5 ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,252,252 **
-----------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------
SOLE DISPOSITIVE POWER
9 2,252,252**
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,252,252
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%***
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* This Statement on Schedule 13D describes certain provisions of an Investors'
Rights Agreement, dated as of October 23, 1999, among the Issuer, MIH Limited,
Sun Microsystems, Inc., LDIG OTV, Inc. ("LDIG OTV"), General Instruments
Corporation, News America Incorporated, TWI-OTV Holdings, Inc., American Online,
Inc., Sun TSI Subsidiary, Inc. and OTV Holdings Limited relating to the
ownership of capital stock of OpenTV Corp. (the "Issuer").
Page 2 of 15 pages
** Includes 1,948,256 A Ordinary Shares of OpenTV Corp. (the "Issuer") held
of record by LDIG OTV, which is an indirect wholly owned subsidiary of Liberty
Media Corporation ("Liberty Media"). Also includes 303,996 of the Issuer's A
Ordinary Shares issuable upon conversion of 303,996 shares of the Issuer's B
Ordinary Shares held of record by LDIG OTV. Does not include A Ordinary Shares
and B Ordinary Shares that may be acquired pursuant to the Stock Purchase
Agreement described in this Statement.
*** Based on 40,624,627 of the Issuer's A Ordinary Shares issued and outstanding
as of March 31, 2002, according to information provided to Liberty Media by the
Issuer. Assumes the conversion of 303,996 of the Issuer's B Ordinary Shares held
of record by LDIG OTV into an equal number of the Issuer's A Ordinary Shares.
Page 3 of 15 pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
OPENTV CORP.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the A
Ordinary Shares ("A Ordinary Shares") of OpenTV Corp., a corporation
incorporated in the British Virgin Islands ("OpenTV" or the "Issuer"). This
Statement also relates to the A Ordinary Shares issuable upon conversion of B
Ordinary Shares ("B Ordinary Shares," and together with the A Ordinary Shares,
the "Ordinary Shares") of the Issuer. The Issuer's principal executive offices
are located at 401 East Middlefield Road, Mountain View, California 94043.
ITEM 2. IDENTITY AND BACKGROUND.
The reporting person is Liberty Media Corporation, a Delaware
corporation ("Liberty Media" or the "Reporting Person"). Liberty Media is the
beneficial owner of Ordinary Shares held of record by LDIG OTV, Inc. ("LDIG
OTV"), a Delaware corporation and a wholly owned subsidiary of Liberty Digital,
Inc. ("Liberty Digital"), a Delaware corporation. Liberty Digital and LDIG OTV
are both indirect wholly owned subsidiaries of Liberty Media. Liberty Digital
was a majority owned subsidiary of Liberty Media and a separate public company
prior to the acquisition by Liberty Media in the first quarter of 2002 of all of
the capital stock of Liberty Digital not then owned by Liberty Media. The
principal business address of the Reporting Person is 12300 Liberty Boulevard,
Englewood, Colorado 80112.
Liberty Media, directly and through its subsidiaries, owns interests in
a broad range of video programming and communications businesses in the United
States, Europe, South America and Asia. Liberty Media's principal assets include
interests in Starz Encore Group LLC, Liberty Livewire Corporation, On Command
Corporation, Discovery Communications, Inc., AOL Time Warner Inc., QVC, Inc.,
USA Interactive, Inc., Telewest Communications plc, Motorola, Inc., Sprint PCS
Group, The News Corporation Limited, UnitedGlobalCom, Inc. and Vivendi
Universal, S.A.
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer and controlling person
of the Reporting Person: (i) name and
Page 4 of 15 pages
residence or business address, (ii) principal occupation or employment and (iii)
the name, principal business and address of any corporation or other
organization in which such employment is conducted. Schedule 1 is incorporated
herein by reference.
Each person listed on Schedule 1 (collectively, the "Schedule 1
Persons") is a United States citizen, except for David J.A. Flowers, who is a
Canadian citizen. During the last five years, neither the Reporting Person nor
any of the Schedule 1 Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five
years, neither the Reporting Person nor any of the Schedule 1 Persons has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
PURCHASE OF CONVERTIBLE PREFERENCE SHARES AND WARRANT
Pursuant to the C-1 Convertible Preference Shares and Warrant Purchase
Agreement, dated as of October 23, 1999 (the "C-1 Purchase Agreement"), among
the Issuer, OpenTV, Inc. ("OpenTV Sub"), American Online, Inc. ("AOL"), General
Instrument Corporation ("GI"), LDIG OTV, Inc. ("LDIG OTV"), News America
Incorporated ("News") and TWI-OTV Holdings, Inc. ("TWI-OTV," and collectively
with AOL, GI, News and LDIG OTV, the "Investors"), LDIG OTV purchased from the
Issuer 5,630,630 shares of the Issuer's C-1 Convertible Preference Shares (the
"C-1 Shares") and a warrant (the "Warrant") to purchase 5,630,630 A Ordinary
Shares. The aggregate purchase price for the C-1 Shares was $6,249,999.30, or
$1.11 per share. The aggregate purchase price for the Warrant was $563.06. The
Warrant entitled LDIG OTV to purchase up to 5,630,630 A Ordinary Shares from the
Issuer at an exercise price of $1.11 per share. The number of A Ordinary Shares
issuable upon the conversion of the C-1 Shares and the exercise of the Warrant,
as well as the exercise price of the Warrant, were proportionally adjusted to
reflect a one-for-five reverse stock split of the A Ordinary Shares and B
Ordinary Shares that was effected immediately prior to the Issuer's initial
public offering of A Ordinary Shares in November 1999. Upon the consummation of
the initial public offering of A Ordinary Shares, the C-1 Shares held by LDIG
OTV were automatically converted into an aggregate of 1,126,126 A Ordinary
Shares. LDIG OTV exercised the Warrant in full in October 2001, and acquired
1,126,126 A Ordinary Shares at an aggregate purchase price of $6,249,999.30. The
cash used to purchase the C-1 Shares, the Warrant and the A Ordinary Shares
issued upon exercise of the Warrant was obtained from the available cash of
Liberty Digital and LDIG OTV.
EXCHANGE OF A ORDINARY SHARES FOR B ORDINARY SHARES
In accordance with the terms of the Investors' Rights Agreement, dated
as of October 23, 1999 (the "Investors' Rights Agreement") among the Issuer, the
Investors, OTV Holdings Limited ("OTVH"), Sun TSI Subsidiary, Inc. ("SSI"), MIH
Limited ("MIH") and Sun Micro-Systems, Inc. ("Sun"), OTVH, a wholly owned
subsidiary of MIH, notified the Investors of its
Page 5 of 15 pages
intention to convert a portion of the B Ordinary Shares owned by it into A
Ordinary Shares and that, pursuant to the terms of the Investors' Rights
Agreement, Investors were entitled to exchange A Ordinary Shares held by such
Investors for B Ordinary Shares prior to such conversion. LDIG OTV elected to
participate in such exchange and, in July 2000, it exchanged 303,996 A Ordinary
Shares for an equal number of B Ordinary Shares held by OTVH.
STOCK PURCHASE AGREEMENT
On May 8, 2002 Liberty Media and LDIG OTV (collectively, the
"Purchasers") entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") with MIH and OTVH. Subject to the terms and conditions of the Stock
Purchase Agreement, LDIG OTV agreed to purchase 365,460 A Ordinary Shares from
OTVH and Liberty Media agreed to purchase 30,206,154 B Ordinary Shares from OTVH
(such A Ordinary Shares and B Ordinary Shares, the "OTVH Purchased Shares"), in
each case at a purchase price of $6.05 per share (the "Purchase Price") payable,
at Liberty Media's election, in cash or a combination of cash and shares of
Series A Common Stock, par value $.01 per share, of Liberty Media ("Liberty
Stock"). The Stock Purchase Agreement provides that not less than 21% of the
aggregate Purchase Price for the OTVH Purchased Shares will be paid in cash.
In accordance with the terms of the Investors' Rights Agreement, OTVH
notified GI, AOL and TWI-OTV of the potential Change in Control (as defined in
the Investors' Rights Agreement) resulting from the transactions contemplated by
the Stock Purchase Agreement and that each of GI, AOL and TWI-OTV was entitled
to participate in such sale with respect to a portion of the Ordinary Shares
held by it. The "tag along rights" provided in the Investors' Rights Agreement
give each of GI, AOL and TWI-OTV the right to sell a portion of their Ordinary
Shares in such Change of Control transaction at the same price and upon the same
terms as OTVH. Each of AOL and TWI-OTV have notified OTVH that it has elected to
exercise its tag along rights and sell a portion of its Ordinary Shares to the
Purchasers, subject to certain conditions. The period in which to exercise these
tag along rights has expired with respect to GI, and its tag along right has
therefore terminated. As a result of such exercise, the Purchasers will, subject
to the terms and conditions of the Investors' Rights Agreement and the Stock
Purchase Agreement, purchase 1,163,972 A Ordinary Shares from AOL and 904,568 A
Ordinary Shares from TWI-OTV (such shares, the "Tag Along Shares", and together
with the OTVH Purchased Shares, the "Purchased Shares").
The cash portion of the Purchase Price will be provided from the
Reporting Person's working capital and other available funds. To the extent that
the Reporting Person elects to issue Liberty Stock in payment of a portion of
the Purchase Price, such shares of Liberty Stock will be newly issued shares or
shares held in the treasury of Liberty Media. Liberty Media has agreed in the
Stock Purchase Agreement to file and use reasonable efforts to cause to become
effective a "shelf" registration statement registering under the Securities Act
of 1933 the resale of the shares of Liberty Stock issued pursuant to the Stock
Purchase Agreement.
Pursuant to the terms of the Shareholders' Agreement, dated October 23,
1999 (the "SSI Shareholders' Agreement"), among OTVH, SSI, and the Issuer, OTVH
notified SSI of the proposed sale of its Ordinary Shares pursuant to the terms
of the Stock Purchase Agreement. Pursuant to the right of first refusal
provisions of such agreement, SSI was entitled to purchase
Page 6 of 15 pages
the OTVH Purchased Shares from OTVH at the same price as provided in the Stock
Purchase Agreement. OTVH has informed the Reporting Person that SSI notified
OTVH that it has elected not to exercise its right of first refusal.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transactions contemplated by the Stock Purchase
Agreement is to acquire control of the Issuer. On all matters to be voted upon
by the stockholders of the Issuer, each A Ordinary Share is entitled to one vote
and each B Ordinary Share is entitled to ten votes. Except as expressly set
forth in the Issuer's Memorandum of Association or Articles of Association, or
as required by applicable law or the terms of any outstanding series of
preference shares of the Issuer, the holders of A Ordinary Shares and B Ordinary
Shares vote together as one class on all matters presented to stockholders of
the Issuer for their approval.
The A Ordinary Shares and B Ordinary Shares owned by LDIG OTV represent
approximately 3.2% of the outstanding Ordinary Shares of the Issuer and
represent approximately 1.4% of the outstanding voting power of the Ordinary
Shares, based upon information provided by the Issuer with respect to the number
of Ordinary Shares outstanding as of March 31, 2002. Assuming that the Tag Along
Shares are purchased from AOL and TWI-OTV by the Purchasers pursuant to the
tag-along rights under the Investors' Rights Agreement, the Reporting Persons
will beneficially own an aggregate of 4,382,256 A Ordinary Shares and 30,510,150
B Ordinary Shares following the consummation of the transactions contemplated by
the Stock Purchase Agreement. Such Ordinary Shares to be beneficially owned by
the Reporting Person following consummation of the transactions contemplated by
the Stock Purchase Agreement would constitute approximately 48.97% of the
outstanding Ordinary Shares of the Issuer and would represent approximately
89.2% of the outstanding voting power of the Ordinary Shares, based upon
information provided by the Issuer with respect to the number of Ordinary Shares
outstanding as of March 31, 2002.
As a result of its ownership of the OTVH Purchased Shares and the
Tag-Along Shares, and the voting power attributable thereto, upon consummation
of the transactions contemplated by the Stock Purchase Agreement, the Reporting
Person will have the ability to elect all of the members of the Issuer's board
of directors and, subject to applicable law and the terms of the Sun
Stockholders Agreement described below, to otherwise generally direct the
business and affairs of the Issuer, including the power to approve mergers and
other extraordinary corporate transactions and amendments to the Issuer's
Memorandum of Association and Articles of Association. The Stock Purchase
Agreement provides that the parties will take certain actions immediately prior
to the consummation of the sale of Ordinary Shares contemplated thereby to
replace MIH's designees on the board of directors of the Issuer with persons
designated by Liberty Media.
Pursuant to the terms of the Amended and Restated Stockholders'
Agreement (the "Sun Stockholders Agreement"), dated October 23, 1999, among the
Issuer, OTVH, Sun and SSI (a wholly owned subsidiary of Sun) and OpenTV, Inc., a
Delaware corporation and a majority owned subsidiary of the Issuer ("OpenTV
Sub"), the taking of certain actions specified in the Sun Stockholders Agreement
(each a "Fundamental Business Decision") by either the Issuer or OpenTV Sub
requires the approval of SSI. If the board of directors of the Issuer or OpenTV
Sub
Page 7 of 15 pages
approves a Fundamental Business Decision and SSI does not vote in favor of the
resolution with respect to such Fundamental Business Decision (an "SSI
Deadlock"), senior executives of SSI and the Issuer are required to promptly
meet to resolve the SSI Deadlock. If the SSI Deadlock is not resolved within a
specified period of time, the Issuer will have the right to acquire all of the
Ordinary Shares and shares of capital stock of OpenTV Sub held by SSI at a price
equal to fair market value thereof, as calculated in accordance with the Sun
Stockholders Agreement. SSI's rights under the Sun Stockholders Agreement
terminate at such time as SSI has exchanged all shares of capital stock of
OpenTV Sub it owns for Ordinary Shares pursuant to an exchange agreement among
the Issuer, OpenTV Sub and SSI (the "SSI Exchange Agreement").
The Reporting Person currently intends to transfer all of the B
Ordinary Shares acquired by it pursuant to the Stock Purchase Agreement to
Liberty Broadband Interactive Television, Inc. ("LBIT"), a majority owned
subsidiary of Liberty Media, following the consummation of the transactions
contemplated by the Stock Purchase Agreement.
As a result of the consummation of the transactions contemplated by the
Stock Purchase Agreement, the Issuer will cease to be a "foreign private issuer"
as defined in Rule 3b-4 promulgated under the Exchange Act and, accordingly, (a)
the Issuer will be required to file periodic reports pursuant to the Exchange
Act in the same manner as a United States issuer and (b) the Issuer will become
subject to Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act.
The Reporting Person intends to continuously review its investment in
the Issuer, and may in the future determine to (i) acquire additional securities
of the Issuer, through open market purchases, private agreements or otherwise,
(ii) dispose of all or a portion of the Ordinary Shares owned by it (and to be
owned upon consummation of the transactions contemplated by the Stock Purchase
Agreement) or (iii) take any other available course of action, which could
involve one or more of the types of transactions or have one or more of the
results described in the last paragraph of this Item 4. Notwithstanding anything
contained herein, the Reporting Person specifically reserves the right to change
its intention with respect to any or all of such matters. In reaching any
decision as to its course of action (as well as to the specific elements
thereof), the Reporting Person currently expects that it would take into
consideration a variety of factors, including, but not limited to, the Issuer's
business and prospects, other developments concerning the Issuer, the industries
in which the Issuer operates and the cable television and entertainment
programming industries generally, other business opportunities available to the
Reporting Person, other developments with respect to the business of the
Reporting Person, general economic conditions and money and stock market
conditions, including the market price of the A Ordinary Shares.
Except as described in this Item 4, the Reporting Person does not have
any present plans or proposals that relate to or would result in: (i) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Issuer's board; (v) any material change in the present
capitalization or dividend
Page 8 of 15 pages
policy of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's Memorandum of Association or
Articles of Association or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (x) any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person presently beneficially owns 1,948,256 A
Ordinary Shares and 303,996 B Ordinary Shares (collectively, the "LDIG OTV
Shares"). Each of the B Ordinary Shares is convertible at any time into one of
the Issuer's A Ordinary Shares. Based on 40,624,627 A Ordinary Shares issued and
outstanding at March 31, 2002, according to information provided by the Issuer,
the Reporting Person beneficially owns approximately 5.5% of the A Ordinary
Shares, calculated pursuant to Rule 13d-3 promulgated under the Exchange Act.
(b) Except as described in this Statement, the Reporting Person has the
sole power to direct the voting of the LDIG OTV Shares and to direct the
disposition of the LDIG OTV Shares.
(c) Except as described in this Statement, no transaction in the
Ordinary Shares has been effected by the Reporting Person or by any of the
Schedule 1 Persons during the past 60 days.
(d) There is no other person that has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
LDIG OTV Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Items 3 and 4 of this Statement is hereby
incorporated by reference herein.
(a) INVESTORS' RIGHTS AGREEMENT
The Investors' Rights Agreement was entered into in connection with the
purchase of C-1 Shares by the Investors. Liberty Media is not a party to the
Investors' Rights Agreement and is not subject to its terms. In connection with
the consummation of the transactions contemplated by the Stock Purchase
Agreement, Liberty Media will not be required to become a party to the
Investors' Rights Agreement and will not become subject to its terms. LDIG OTV
will continue to be a party to and subject to the terms of the Investors' Rights
Agreement in the same manner as it was prior to the consummation of such
transactions.
Page 9 of 15 pages
The Investors' Rights Agreement provides, among other things, as
follows:
1. BOARD OF DIRECTORS. MIH, SSI and the Investors agreed to vote their
shares so that the Issuer's board of directors has the following composition:
O so long as the Investors own Ordinary Shares equal to
at least 60% of the amount initially issued to them
(the "Issued Amount"), two directors designated by
the Investors;
O so long as the Investors own Ordinary Shares equal to
at least 30% but less than 60% of the Issued Amount,
one director designated by the Investors;
O so long as SSI owns shares equal to at least 30% of
the aggregate amount of B Ordinary Shares issuable in
respect of its shares of Class B Common Stock of
OpenTV Sub pursuant to the SSI Exchange Agreement,
one director designated by SSI; and
O a majority of the directors designated by MIH.
2. APPROVAL RIGHTS ON TRANSACTIONS WITH MIH. Until the earlier of a
change of control of the Issuer and the Investors ceasing to own 50% of the
Issued Amount, without the consent of the Investors, the Issuer may not enter
into transactions with MIH and its affiliates that are not on arms' length terms
and that provide for aggregate compensation or consideration of more than
$500,000 in any fiscal year.
3. TRANSFERS AND EXCHANGES OF SHARES. Prior to transferring any equity
securities of the Issuer to a non-affiliate, other than in a transaction that
constitutes a change of control with respect to which the Investors are entitled
to "tag along" rights as described below and in Item 3, MIH must first offer
such shares to the Investors. The Investors' right of first refusal is subject
to a right of first refusal in respect of such equity securities in favor of SSI
pursuant to the SSI Shareholders' Agreement. Prior to transferring any B
Ordinary Shares to a non-affiliate or converting any B Ordinary Shares into A
Ordinary Shares, MIH and SSI and any Investor that acquires B Ordinary Shares
must first offer to exchange such shares for A Ordinary Shares held by the
Investors. The Investors are entitled to "tag-along" rights in the event of a
transfer by MIH of Ordinary Shares that will result in a change of control. As
described in Item 3 above, AOL and TWI-OTV have each elected to exercise their
tag along rights under the Investor Rights Agreement. Prior to transferring any
Ordinary Shares to a non-affiliate, each Investor must offer such shares first,
to the other Investors and, second, to MIH. Each of the restrictions described
above is subject to exceptions set forth in the Investors' Rights Agreement.
4. REGISTRATION RIGHTS. MIH, SSI and the Investors each have certain
rights to require the Issuer to register its shares on demand and to "piggyback"
registration rights in the event of specified registered offerings of securities
by the Issuer.
Page 10 of 15 pages
5. NONSOLICITATION. The Investors' Rights Agreement provides that each
party thereto, other than the Issuer and SSI, will not, so long as it holds any
equity securities of the Issuer and for a period of one year thereafter,
knowingly contact or solicit for employment any management or other professional
person known to be employed by Issuer or any of its subsidiaries without the
written consent of the Issuer, with exceptions for general advertising or
similar solicitation.
The Investors are also parties to a letter agreement, dated October 23,
1999 (the "Investors Letter Agreement") pursuant to which the Investors have
agreed upon certain procedures for (a) determining the Investors' designees
under the Investors' Rights Agreement to the Issuer's board of directors and (b)
appointing a representative for purposes of the exercise of the Investors'
approval rights described in paragraph 2 above.
(b) STOCK PURCHASE AGREEMENT
The Stock Purchase Agreement provides for the purchase from OTVH by the
Purchasers of the OTVH Purchased Shares. The Stock Purchase Agreement contains
representations and warranties of MIH and OTVH regarding the OTVH Purchased
Shares and the business of OpenTV and covenants requiring MIH and OTVH to use
their respective commercially reasonable best efforts, subject to the fiduciary
duties of those officers, directors and employees of MIH who are also directors
of OpenTV, to cause OpenTV not to take certain actions prior to the closing. The
Stock Purchase Agreement also provides for the payment of certain fees and
expenses by one party to another in the event of termination of the Stock
Purchase Agreement under certain circumstances.
The descriptions of the C-1 Purchase Agreement, the Investors' Rights
Agreement, the Sun Stockholders' Agreement, the Investors Letter Agreement and
the Stock Purchase Agreement contained in this Statement are qualified in their
entirety by reference to the text of such agreements, each of which is filed as
an exhibit to this Statement and is hereby incorporated by reference herein.
Page 11 of 15 pages
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
EXHIBIT NO. EXHIBIT
----------- -------
7(a) C-1 Convertible Preference Shares and Warrant Purchase
Agreement, dated as of October 23, 1999, among OpenTV Corp.,
OpenTV, Inc., America Online, Inc., General Instrument
Corporation, LDIG OTV, Inc., News America Incorporated and
TWI-OTV Holdings, Inc., (incorporated by reference to Exhibit
10.11 to Amendment No. 1 to the Registration Statement on Form
F-1 of OpenTV Corp., filed November 10, 1999).
7(b) Stock Purchase Agreement, dated May 8, 2002, among Liberty
Media Corporation, LDIG OTV, Inc., MIH Limited and OTV
Holdings Limited.*
7(c) Amended and Restated Stockholders' Agreement, dated October
23, 1999, among OpenTV Corp., OpenTV Inc., OTV Holdings
Limited, Sun Microsystems, Inc. and Sun TSI Subsidiary, Inc.
(incorporated by reference to Exhibit 10.15 to Amendment No. 2
to the Registration Statement on Form F-1 of OpenTV Corp.,
filed November 18, 1999).
7(d) Investors' Rights Agreement dated as of October 23, 1999,
among OpenTV Corp, AOL-Time Warner, Inc. (formerly America
OnLine, Inc.), General Instrument Corporation, LDIG OTV, News
America Incorporated, TWI-OTV Holdings Inc., OTV Holdings
Limited, Sun TSI Subsidiary, Inc., MIH (BVI) Ltd. and Sun
Microsystems, Inc. (incorporated by reference to Exhibit 10.14
to Amendment No. 2 to the Registration Statement on Form F-1
of OpenTV Corp., filed November 18, 1999)
7(e) Letter Agreement, dated October 23, 1999, among Liberty
Digital, Inc., America Online, Inc., News America
Incorporated, Time Warner Inc. and General Instrument
Corporation.
--------
* Confidential treatment requested.
Page 12 of 15 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 22, 2002
LIBERTY MEDIA CORPORATION
By: /s/ Elizabeth M. Markowski
---------------------------------
Elizabeth M. Markowski
Senior Vice President
LIBERTY DIGITAL, INC.
By: /s/ Elizabeth M. Markowski
---------------------------------
Elizabeth M. Markowski
Senior Vice President
LDIG OTV, INC.
By: /s/ Elizabeth M. Markowski
---------------------------------
Elizabeth M. Markowski
Senior Vice President
Page 13 of 15 pages
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
----------- -------
7(a) C-1 Convertible Preference Shares and Warrant Purchase
Agreement, dated as of October 23, 1999, among OpenTV Corp.,
OpenTV, Inc., America Online, Inc., General Instrument
Corporation, LDIG OTV, Inc., News America Incorporated and
TWI-OTV Holdings, Inc., (incorporated by reference to Exhibit
10.11 to Amendment No. 1 to the Registration Statement on Form
F-1 of OpenTV Corp., filed November 10, 1999).
7(b) Stock Purchase Agreement, dated May 8, 2002, among Liberty
Media Corporation, LDIG OTV, Inc., MIH Limited and OTV
Holdings Limited.*
7(c) Amended and Restated Stockholders' Agreement, dated October
23, 1999, among OpenTV Corp., OpenTV Inc., OTV Holdings
Limited, Sun Microsystems, Inc. and Sun TSI Subsidiary, Inc.
(incorporated by reference to Exhibit 10.15 to Amendment No. 2
to the Registration Statement on Form F-1 of OpenTV Corp.,
filed November 18, 1999).
7(d) Investors' Rights Agreement dated as of October 23, 1999,
among OpenTV Corp, AOL-Time Warner, Inc. (formerly America
OnLine, Inc.), General Instrument Corporation, LDIG OTV, News
America Incorporated, TWI-OTV Holdings Inc., OTV Holdings
Limited, Sun TSI Subsidiary, Inc., MIH (BVI) Ltd. and Sun
Microsystems, Inc. (incorporated by reference to Exhibit 10.14
to Amendment No. 2 to the Registration Statement on Form F-1
of OpenTV Corp., filed November 18, 1999)
7(e) Letter Agreement, dated October 23, 1999, among Liberty
Digital, Inc., America Online, Inc., News America
Incorporated, Time Warner Inc. and General Instrument
Corporation.
--------
* Confidential treatment requested.
Page 14 of 15 pages
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The name and present principal occupation of each director and
executive officer of the Reporting Persons are set forth below. Unless otherwise
noted, the business address for each person listed below is c/o Liberty Media
Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive
officers and directors listed on this Schedule 1 are United States citizens,
except for David J.A. Flowers, who is a Canadian citizen.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
------------------------- --------------------
John C. Malone Chairman of the Board and Director of
Liberty Media
Robert R. Bennett President, Chief Executive Officer and
Director of Liberty Media
Donne F. Fisher* Director of Liberty; President of Fisher
Capital Partners Ltd.
Gary S. Howard Executive Vice President, Chief Operating
Officer and Director of Liberty; Chairman
of the Board and Director of Liberty
Satellite & Technology, Inc.
Paul A. Gould* Director of Liberty Media; Managing
Allen & Company Incorporated Director of Allen & Company Incorporated
711 5th Avenue, 8th Floor
New York, NY 10022
Jerome H. Kern* Director of Liberty Media; Consultant,
Kern Consulting LLC Kern Consulting LLC
4600 S. Syracuse Street
Denver, CO 80237
Larry E. Romrell* Director of Liberty Media
David J.A. Flowers Senior Vice President and Treasurer of
Liberty Media
Elizabeth M. Markowski Senior Vice President of Liberty Media
Charles Y. Tanabe Senior Vice President, General Counsel
and Secretary of Liberty Media
Albert E. Rosenthaler Senior Vice President of Liberty Media
Christopher W. Shean Senior Vice President and Controller of
Liberty Media
* Not a director or executive officer of Liberty Digital or LDIG OTV.
Page 15 of 15 pages