UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
August 27, 2002
(Date of Event 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 14 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) [*]
3 SEC USE ONLY
4 SOURCE OF FUNDS 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 32,823,866
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING PERSON
9 SOLE DISPOSITIVE POWER
32,823,866 **
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,823,866
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.14%***
TYPE OF REPORTING PERSON
14
CO
* This Statement on Schedule 13D describes certain provisions of an
Investors' Rights Agreement, dated as of October 23, 1999 (the "Investors'
Rights Agreement"), among the OpenTV Corp. (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 Issuer. The Reporting Person is not a
party to the Investors' Rights Agreement.
Page 2 of 14 pages
** Includes (a) 2,313,716 A Ordinary Shares of the Issuer held of record by
LDIG OTV, which is an indirect wholly owned subsidiary of Liberty Media
Corporation ("Liberty Media"), (b) 303,996 A Ordinary Shares of the Issuer
issuable upon conversion of 303,996 B Ordinary Shares of the Issuer held
of record by LDIG OTV and (c) 30,206,154 A Ordinary Shares of the Issuer
issuable upon conversion of 30,206,154 B Ordinary Shares of the Issuer
held of record by Liberty Media. The Ordinary Shares held by LDIG OTV
remain subject to certain transfer restrictions pursuant to the Investors'
Rights Agreement.
*** Calculated in accordance with Rule 13d-3 promulgated under the Securities
Exchange Act of 1934. Based on 40,625,289 of the Issuer's A Ordinary
Shares issued and outstanding as of April 30, 2002, according to
information provided to Liberty Media by the Issuer. Assumes the
conversion of (a) 303,996 B Ordinary Shares of the Issuer held of record
by LDIG OTV into an equal number of A Ordinary Shares of the Issuer and
(b) 30,206,154 B Ordinary Shares of the Issuer held of record by Liberty
Media into an equal number of A Ordinary Shares of the Issuer. Because the
B Ordinary Shares are entitled to ten votes per share on matters submitted
to stockholders of the Issuer, the Ordinary Shares beneficially owned by
Liberty Media constitute approximately 88.61% of the voting power of the
outstanding Ordinary Shares of the Issuer.
Page 3 of 14 pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
OPENTV CORP.
This Statement on Schedule 13D/A (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. This Statement amends and supplements the
Statement on Schedule 13D filed by Liberty Media Corporation, a Delaware
corporation ("Liberty Media" or the "Reporting Person"), on July 22, 2002 (the
"Original Statement"). This Statement constitutes Amendment No. 1 to the
Original Statement. Capitalized terms used but not defined in this Statement
shall have the respective meanings ascribed thereto in the Original Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Original Statement is hereby amended and restated to
read in its entirety as follows:
Schedule 1 attached to this Statement amends and restates Schedule 1
as filed with the Original Statement and contains the following information
concerning each director, executive officer and controlling person of the
Reporting Person: (i) name and 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
Page 4 of 14 pages
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.
Item 3 of the Original Statement is hereby amended and supplemented
to include the following information:
As previously reported, Liberty Media and LDIG OTV entered into the
Stock Purchase Agreement with MIH and OTVH on May 8, 2002. In connection with
the closing of the transactions contemplated by the Stock Purchase Agreement,
the parties entered into an Amendment to Stock Purchase Agreement, dated as of
August 27, 2002 (the "SPA Amendment"). Among other things, the SPA Amendment
provided that:
(i) the Purchase Price would be paid 25% in cash and 75% in Liberty
Stock, resulting in the payment to OTVH of $46,239,567.32 in cash
and the delivery of 15,385,836 shares of Liberty Stock; and
(ii) MIH and OTVH waived and agreed not to exercise any rights they
have under the Investors Rights Agreement, the SSI Shareholders'
Agreement and the Sun Stockholders Agreement.
Although AOL and TWI-OTV had previously notified MIH of their
exercise of their "tag-along rights" pursuant to the Investors Rights Agreement,
neither of such companies sold Ordinary Shares to the Purchasers at the closing
under the Stock Purchase Agreement. In the SPA Amendment, the Purchasers, on the
one hand, and MIH and OTVH, on the other, acknowledged their respective belief
that the Proposed Joinder Agreement (as defined in the SPA Amendment) complied
with the requirements of the Investors Rights Agreement and that each of the
Purchasers, MIH and OTVH had complied with their obligations under the Stock
Purchase Agreement in respect of the "tag-along rights" provided in the
Investors Rights Agreement.
The description of the SPA Amendment contained in this Statement is
qualified in its entirety by reference to the text of the SPA Amendment, which
is filed as an exhibit to this Statement and is hereby incorporated by reference
herein.
At the closing under the Stock Purchase Agreement, the Purchasers
paid to OTVH $46,239,567.32 in cash and delivered 15,385,836 shares of Liberty
Stock to OTVH and OTVH delivered to LDIG OTV an aggregate of 365,460 A Ordinary
Shares and to Liberty Media an aggregate of 30,206,154 B Ordinary Shares. The
funds for the cash portion of the Purchase Price were provided from the working
capital of Liberty Media.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Statement is hereby amended and supplemented
to include the following information:
Page 5 of 14 pages
Following the consummation of the transactions contemplated by the
Stock Purchase Agreement, the Reporting Person beneficially owns an aggregate of
2,313,716 A Ordinary Shares and 30,510,150 B Ordinary Shares. Such Ordinary
Shares constitute approximately 46.14% of the outstanding A Ordinary Shares of
the Issuer, calculated in accordance with Rule 13d-3 promulgated under the
Exchange Act, and represent approximately 88.61% 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 April 30, 2002.
As a result of its ownership of Ordinary Shares, and the voting power
attributable thereto, the Reporting Person has 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, 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, subject to certain veto
rights of SSI. As contemplated by the Stock Purchase Agreement, immediately
prior to the consummation of the transactions contemplated by the Stock Purchase
Agreement (a) OTVH caused Messrs. Jacobus Stofberg, Jacobus Bekker and Jan
Steenkamp to resign from the board of directors of OpenTV, (b) the board of
directors of OpenTV appointed Messrs. Robert R. Bennett, Peter C. Boylan III, J.
David Wargo and Anthony G. Werner to serve as directors of OpenTV until their
respective successors are duly elected and qualified, (c) OTVH caused Messrs.
Steve Pacak, Allan Rosenzweig and Steve Ward to resign from the board of
directors of OpenTV and (d) Mr. David Steel resigned from the board of directors
of OpenTV. Mr. James Ackerman, who served as a director of OpenTV prior to the
consummation of the transactions contemplated by the Stock Purchase Agreements,
continues to serve as a director of OpenTV. Each of Messrs. Bennett, Boylan and
Werner are officers and/or directors of the Reporting Person and/or Liberty
Broadband Interactive Television, Inc. ("LBIT"), a subsidiary of Liberty Media.
The total authorized size of OpenTV's board of directors is 11 members, and,
accordingly, there are currently six vacancies on OpenTV's board of directors.
The Reporting Person currently intends to transfer all of the B
Ordinary Shares acquired by it pursuant to the Stock Purchase Agreement to LBIT.
On May 8, 2002, the Reporting Person entered into a letter agreement
(as such letter agreement was subsequently amended, the "Letter Agreement") with
ACTV, Inc. ("ACTV") with respect to a potential acquisition (the "Potential
Acquisition") by merger of all of the outstanding capital stock of ACTV by
Liberty Media or a controlled affiliate of Liberty Media and certain related
matters. The Reporting Person beneficially owns approximately 16% of the
outstanding common stock of ACTV. Subsequent to the execution of the Letter
Agreement, representatives of the Reporting Person and of LBIT commenced a due
diligence investigation of ACTV's business and assets as well as negotiations
with ACTV of definitive documentation for the Potential Acquisition. During the
course of its investigation, the Reporting Person determined that the business
and assets of ACTV could be compatible with the business and assets of OpenTV
and that it might be desirable for OpenTV, rather than the Reporting Person, to
acquire ACTV. Following the consummation of the transactions contemplated by the
Stock Purchase Agreement, representatives of the Reporting Person proposed to
the Board of Directors of OpenTV that OpenTV, rather than the Reporting Person,
consider acquiring ACTV. After consideration of such proposal, the Board of
Directors of OpenTV determined that an acquisition
Page 6 of 14 pages
of ACTV would be in the best interests of OpenTV, and thereafter representatives
of OpenTV commenced negotiations regarding the acquisition by OpenTV of ACTV. On
September 26, 2002, OpenTV and ACTV entered into an Agreement and Plan of Merger
(the "ACTV Merger Agreement") providing for the acquisition by OpenTV of ACTV in
exchange for A Ordinary Shares. The board of directors of OpenTV unanimously
approved the ACTV Merger Agreement and the transactions contemplated thereby.
The transactions contemplated by the ACTV Merger Agreement are subject to
certain conditions, including (a) the receipt of required regulatory approvals,
including the expiration or termination of the waiting period imposed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, (b) the approval of the
ACTV Merger Agreement by the stockholders of ACTV and (c) the approval of the
issuance of A Ordinary Shares pursuant to the ACTV Merger Agreement by the
stockholders of OpenTV. As a result of its beneficial ownership of A Ordinary
Shares and B Ordinary Shares, the Reporting Person will be able to control the
vote of OpenTV's stockholders with respect to the approval of the issuance of A
Ordinary Shares pursuant to the ACTV Merger Agreement.
On August 22, 2002, Wink Interactive, Inc., a Delaware corporation
and a wholly owned subsidiary of LBIT ("Wink Interactive"), acquired all of the
issued and outstanding capital stock of Wink Communications, Inc., a Delaware
corporation ("Wink Communications"), pursuant to an Agreement and Plan of
Merger, dated as of June 23, 2002 (the "Wink Merger Agreement"), by and among
LBIT, Wink Interactive, Walnut Merger Corp., a Delaware corporation, Wink
Communications and the Reporting Person. The total consideration paid in such
merger was approximately $99.9 million in cash. Following this acquisition, the
Reporting Person determined that the assets and business of Wink Communications
could be compatible with the business and assets of OpenTV, and proposed that
OpenTV acquire Wink Communications from the Reporting Person. After
consideration, OpenTV's board of directors determined that it would be in the
best interests of OpenTV to acquire Wink Communications, and OpenTV and the
Reporting Person thereafter commenced negotiations regarding the terms upon
which the Reporting Person would agree to sell Wink Communications to OpenTV.
Following such negotiations, on September 26, 2002, LBIT, OpenTV and OpenTV US
Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of OpenTV
("OpenTV US Holdings"), entered into a Stock Purchase Agreement (the "Wink Stock
Purchase Agreement") pursuant to which LBIT has agreed to sell to OpenTV US
Holdings, and OpenTV US Holdings has agreed to purchase from LBIT, all of the
issued and outstanding capital stock of Wink Interactive for an aggregate
purchase price of $101 million in cash, which represents the amount of the
purchase price paid by Wink Interactive pursuant to the Wink Merger Agreement,
plus the amount of expenses incurred by the Reporting Person and LBIT in
connection with the transactions contemplated by the Wink Merger Agreement. Wink
Interactive is a holding company that holds no assets other than all of the
outstanding shares of Wink Communications capital stock. The board of directors
of OpenTV unanimously approved the Wink Stock Purchase Agreement and the
transactions contemplated thereby. The Reporting Person anticipates that the
transactions contemplated by the Wink Stock Purchase Agreement will be
consummated promptly.
The descriptions of the ACTV Merger Agreement and the Wink Stock
Purchase Agreement contained in this Statement are qualified in their entirety
by reference to the text of the ACTV Merger Agreement and the Wink Stock
Purchase Agreement, which are filed or
Page 7 of 14 pages
incorporated by reference as exhibits to this Statement and are hereby
incorporated by reference herein.
As a result of the consummation of the transactions contemplated by
the Stock Purchase Agreement, the Issuer ceased to be a "foreign private issuer"
as defined in Rule 3b-4 promulgated under the Exchange Act and, accordingly, (a)
the Issuer is now required to file periodic and current reports pursuant to the
Exchange Act in the same manner as a United States issuer and (b) the Issuer is
now 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 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 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.
Page 8 of 14 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Statement is hereby amended and
supplemented to include the following information:
(a) The Reporting Person presently beneficially owns 2,313,716 A
Ordinary Shares and 30,510,150 B Ordinary Shares. Each B Ordinary Share is
convertible at any time into one of the Issuer's A Ordinary Shares. Based on
40,625,289 A Ordinary Shares issued and outstanding at April 30, 2002, according
to information provided by the Issuer, the Reporting Person beneficially owns
approximately 46.14%% of the A Ordinary Shares, calculated pursuant to Rule
13d-3 promulgated under the Exchange Act.
(b) Except as described in this Statement and the Original Statement,
the Reporting Person has the sole power to direct the voting of the Ordinary
Shares beneficially owned by it and to direct the disposition of such Ordinary
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 Ordinary Shares beneficially the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Original Statement is hereby amended and supplemented
to include the following information:
The information set forth in Item 3 of this Statement is incorporated
by reference herein.
Page 9 of 14 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 (incorporated by reference to Exhibit 7(b) to
the Statement on Schedule 13D of Liberty Media Corporation
with respect to A Ordinary Shares of OpenTV Corp., filed July
22, 2002).*
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 (incorporated by reference to Exhibit 7(e) to the
Statement on Schedule 13D of Liberty Media Corporation with
respect to A Ordinary Shares of OpenTV Corp., filed July 22,
2002).
7(f) Amendment to Stock Purchase Agreement, dated August 27, 2002,
among Liberty Media Corporation, LDIG OTV, Inc., MIH Limited
and OTV Holdings Limited (incorporated by reference to Exhibit
4.3 to Amendment No. 1 to the Registration statement on Form
S-3 of Liberty Media Corporation, filed September 16, 2002).*
7(g) Agreement and Plan of Merger, dated as of September 26, 2002,
by and among OpenTV Corp., ACTV Merger Sub, Inc., and ACTV,
Inc. (incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K of ACTV, Inc. filed on October 2, 2002).
7(h) Stock Purchase Agreement, dated as of September 26, 2002, by
and among
*Confidential treatment granted.
Page 10 of 14 pages
OpenTV Corp., OpenTV US Holdings, Inc. and Liberty Broadband Interactive
Television, Inc.
Page 11 of 14 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: October 3, 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 12 of 14 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 (incorporated by reference to Exhibit 7(b) to
the Statement on Schedule 13D of Liberty Media Corporation
with respect to A Ordinary Shares of OpenTV Corp., filed July
22, 2002).*
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 (incorporated by reference to Exhibit 7(e) to the
Statement on Schedule 13D of Liberty Media Corporation with
respect to A Ordinary Shares of OpenTV Corp., filed July 22,
2002).
7(f) Amendment to Stock Purchase Agreement, dated August 27, 2002,
among Liberty Media Corporation, LDIG OTV, Inc., MIH Limited
and OTV Holdings Limited (incorporated by reference to Exhibit
4.3 to Amendment No. 1 to the Registration statement on Form
S-3 of Liberty Media Corporation, filed September 16, 2002).*
7(g) Agreement and Plan of Merger, dated as of September 26, 2002,
by and among OpenTV Corp., ACTV Merger Sub, Inc., and ACTV,
Inc. (incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K of ACTV, Inc. filed on October 2, 2002).
7(h) Stock Purchase Agreement, dated as of September 26, 2002, by
and among OpenTV Corp., OpenTV US Holdings, Inc. and Liberty
Broadband Interactive Television, Inc.
*Confidential treatment granted.
Page 13 of 14 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 Media; President of Fisher Capital
Partners Ltd.
Gary S. Howard Executive Vice President, Chief Operating Officer and
Director of Liberty Media; Chairman of the Board and
Director of Liberty Satellite & Technology, Inc.
Paul A. Gould* Director of Liberty Media; Managing Director of Allen &
Allen & Company Incorporated 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
Kim Magness* Director of Liberty Media
David E. Rapley* Director of Liberty Media
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 14 of 14 pages