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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OpenTV Corp.
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(Exact name of registrant as specified in its charter)
British Virgin Islands Inapplicable
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
401 East Middlefield Road, Mountain View, CA 94043
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Class A Ordinary Shares Nasdaq National Market
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Amsterdam Stock Exchange
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. X
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If this form relates to the registraton of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
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Securities Act registration statement file number to which this form relates:
333-89609 (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K((S)229.202 of
this chapter) or Item 202 of Regulation S-B ((S)228.202 of this chapter),as
applicable.
Instruction. If a description of the securities comparable to that
required here is contained in any prior filing with the Commission, such
description may be incorporated by reference to such other filing in answer to
this item. If such description will be included in a form of
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prospectus subsequently filed by the registrant pursuant to Rule 424(b) under
the Securities Act ((S)230.424(b) of this chapter), this registration statement
shall state that such prospectus shall be deemed to be incorporated by reference
into the registration statement. If the securities are to be registered on a
national securities exchange and the description has not previously been filed
with such exchange, copies of the description shall be filed with copies of the
application filed with the exchange.
Item 2. Exhibits.
List below all exhibits filed as part of the registration statement:
Instruction. See the instructions as to exhibits set forth below.
SIGNATURE.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
(Registrant) Open TV Corp.
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Date November 16, 1999
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By /S/ James F. Brown General Counsel and Secretary
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Print the name and title of the signing officer under his signature.
INSTRUCTIONS AS TO EXHIBITS
If the securities to be registered on this form are to be registered on an
exchange on which other securities of the registrant are registered,or are to be
registered pursuant to Section 12(g) of the Act, copies of all constituent
instruments defining the rights of the holders of each class of such securities,
including any contracts or other documents which limit or qualify the rights of
such holders, shall be filed as exhibits with each copy of the registration
statement filed with the Commission or with an exchange, subject to Rule 12b-32
regarding incorporation of exhibits by reference.
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Item 1
Incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form F-1, File No. 333-89609, filed with the
Securities and Exchange Commission on November 10, 1999.
Item 2
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Exhibit
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No. Description
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1.1 U.S. Purchase Agreement
1.2 International Purchase Agreement
3.1 Memorandum of Association of the Registrant
3.2 Articles of Association of the Registrant
4.1 Specimen Certificate for Class A Ordinary Share of the Registrant
5.1 Opinion of Harney, Westwood & Riegels with respect to the validity of the securities
being offered
10.1 Form of Indemnification Agreement between the Registrant and its officers and
directors
10.2 Registrant's 1999 Employee Stock Purchase Plan and Related Documents
10.3 Registrant's Amended and Restated 1999 Share Option/Share Issuance Plan and
Related Documents
10.4 Shareholder's Agreement among OTV Holdings Limited, OpenTV Corp. and Sun
TSI Subsidiary, Inc., dated October 23, 1999
10.5 Trademark License Agreement between Sun Microsystems, Inc. and OpenTV, Inc.,
dated March 20, 1998
10.6 Technology License and Distribution Agreement between Sun Microsystems, Inc.
and OpenTV, Inc., dated March 20, 1998
10.7 First Amendment to Technology License and Distribution Agreement, dated June 30,
1999
10.8 Sublease between Netscape Communications, Inc. and OpenTV, Inc., dated
March 19, 1998
10.9 Source Code License and Binary distribution Agreement between Sun Microsystems,
Inc. and OpenTV, Inc., effective April 1, 1998
10.10 Source Code License and Binary Distribution Agreement between Sun
Microsystems, Inc. and OpenTV, Inc., effective July 1, 1996.
10.11 Convertible Preferred Stock Purchase Agreement between OpenTV Corp. and Sun
TSI Subsidiary, Inc., dated October 23, 1999
10.12 Convertible Preferred Stock and Warrant Purchase Agreement among OpenTV
Corp., America Online, Inc., General Instrument Corporation, LDIG OTV, Inc.,
News America Incorporated and TWI-OTV Holdings, Inc., dated October 23, 1999
10.13 Exchange Agreement between OpenTV Corp and Sun TSI Subsidiary, Inc., dated
October 23, 1999
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Exhibit
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No. Description
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<C> <S>
10.14 Investors' Rights Agreement among OpenTV Corp., America Online, Inc., General
Instrument Corporation, LDIG OTV, Inc., News America Incorporated, TWI-OTV
Holdings Inc., OTV Holdings Limited, Sun TSI Subsidiary, Inc. and MIH (BVI)
LTD., dated October 23, 1999.
10.15 Amended and Restated Stockholders' Agreement among OpenTV Corp., OpenTV,
Inc., Sun Microsystems, Inc. and Sun TSI Subsidiary, Inc., dated October 23, 1999.
21.1 Subsidiaries of the Registrant
23.1 Consent of Harney, Westwood & Riegels (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
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