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RULE NO. 424(b)(3)
REGISTRATION NO. 333-89609
Prospectus supplement 7,500,000 Shares
to prospectus dated
November 23, 1999.
[LOGO OF OPENTV]
Class A Ordinary Shares
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This prospectus supplement supplements the prospectus dated November 23,
1999 relating to the initial public offering of OpenTV Corp.'s Class A
Ordinary Shares.
The following information should be substituted for the language under
the caption "Trading Through New ASAS" on page 67 of the prospectus:
Trading Through New ASAS
Our Class A Ordinary Shares have been approved for listing on the
Amsterdam Stock Exchange.
Trading of our Class A Ordinary Shares on the Amsterdam Stock Exchange
will take place through the improved Amsterdam Security Account System ("New
ASAS") in the form of ASAS rights ("ASAS Rights").
Under New ASAS, the legal owner of Class A Ordinary Shares is Nominee
Amsterdam Stock Exchange N.V. ("ASAS Nominee"), a wholly-owned subsidiary of
the Amsterdam Stock Exchange. The Class A Ordinary Shares owned by ASAS
Nominee are deposited in its account with the Bank of New York. For each Class
A Ordinary Share so deposited, ASAS Nominee creates an ASAS Right representing
the Class A Ordinary Shares which ASAS Right is deposited with the Netherlands
securities settlement system, Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V. ("NECIGEF"). The ASAS Rights representing Class A
Ordinary Shares trade on the Amsterdam Stock Exchange and are cleared by its
securities clearing division, AEX-Effectenclearing, and settled through
NECIGEF.
Investors holding ASAS Rights will have a claim, through NECIGEF, for
delivery of the Class A Ordinary Shares owned by ASAS Nominee in respect of
which such ASAS Rights have been created.
Prices of the ASAS Rights representing Class A Ordinary Shares on the
Amsterdam Stock Exchange will be quoted in U.S. dollars, so that prices
thereof may be as closely aligned as possible with those of our Class A
Ordinary Shares quoted on the Nasdaq National Market.
Payments we make in respect of our Class A Ordinary Shares in New ASAS
are made through that system. Pursuant to New ASAS procedures, shareholder
notices will not be sent directly to investors holding ASAS Rights, but will
instead be published in the Daily Official List (Officiele Prijscourant) of
the Amsterdam Stock Exchange and in at least one Netherlands newspaper,
indicating, when applicable, where shareholders can obtain copies of any
documents referred to in the notice.
The above is only a summary of New ASAS. Investors should consult with
their professional advisors if they require more information or if they have
any questions about New ASAS or the Amsterdam Stock Exchange.
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The date of this prospectus supplement is November 29, 1999.
