<PAGE>
As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
OPENTV CORP.
(Exact name of Registrant as specified in its charter)
British Virgin Islands 98-0212376
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
401 East Middlefield Road
Mountain View, CA 94043
(650) 429-5500
(Address of principal executive offices)
--------------
Spyglass, Inc. 1995 Stock Incentive Plan
Spyglass, Inc. 1995 Director Stock Option Plan
AllPen Software 1997 Stock Option Plan
Navitel Communications 1997 Stock Option Plan
OpenTV Corp. 1999 Share Option/Share Issuance Plan
(Full title of the plans)
--------------
James F. Brown, Esq.
General Counsel, Senior Vice President, Strategic
Development and Secretary
401 East Middlefield Road
Mountain View, CA 94043
(650) 429-5500
(Name, address, and telephone number of agent for service)
--------------
Copy to:
Jeffrey D. Saper, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Securities Maximum Proposed Maximum Proposed Maximum Amount of
to be Registered Amount to be Offering Price Aggregate Offering Registration
Registered (1) Per Share Price Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Ordinary Shares (no par value) issuable under:
-----------------------------------------------------------------------------------------------------------------------------------
Spyglass, Inc. 1995 Stock Incentive Plan 2,059,480 shares $16.6701(2) $ 34,331,737.55(2) $ 9,063.58
-----------------------------------------------------------------------------------------------------------------------------------
Spyglass, Inc. 1995 Director Stock Option Plan 86,832 shares $17.8822(2) $ 1,552,747.19(2) $ 409.93
-----------------------------------------------------------------------------------------------------------------------------------
AllPen Software 1997 Stock Option Plan 8,623 shares $ 0.5835(2) $ 5,031.52(2) $ 1.33
-----------------------------------------------------------------------------------------------------------------------------------
Navitel Communications 1997 Stock Option Plan 3,721 shares $ 1.3505(2) $ 5,025.21(2) $ 1.33
-----------------------------------------------------------------------------------------------------------------------------------
OpenTV Corp. 1999 Share Option/Share Issuance Plan 1,780,000 shares $48.2500(3) $ 85,885,000.00(3) $22,673.64
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL 3,938,656 shares $121,779,541.47 $32,149.81
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Solely for the purpose of calculating the registration fee, the maximum
number of shares to be registered under this Registration Statement
includes five subtotals, four of which relate to outstanding options that
have not been exercised under Spyglass, Inc.'s option plans and assumed
option plans. Shares underlying Spyglass options have been converted to
OpenTV shares based on an exchange ratio of 0.7236.
(2) Estimated in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
computing the amount of registration fee based on the weighted average
exercise price shown per share of OpenTV Corp. Class A Ordinary Shares
covering outstanding but unexercised options under the Spyglass, Inc.
option plans and assumed option plans listed above.
(3) Computed in accordance with Rule 457(h) of the Securities Act. Such
computation is based on the estimated exercise price of $48.25 per share
computed in accordance with Rule 457(c) averaging the high and low prices
of shares of OpenTV Corp. Class A Ordinary Shares as reported on the Nasdaq
National market on August 1, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
------ ---------------------------------------
OpenTV Corp. ("OpenTV") hereby incorporates by reference in this
registration statement the following documents:
(a) OpenTV's Annual Report on Form 20-F (File No. 001-15473) filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), with the Securities and Exchange
Commission on June 30, 2000;
(b) OpenTV's reports on Form 6-K, filed with the Commission on
February 3, 2000, March 31, 2000, May 5, 2000; and
(c) The description of OpenTV's Class A Ordinary Shares is contained in
OpenTV's Amendment No. 1 to the Registration Statement on Form F-1,
File No. 333-89609, filed with the Commission on November 10, 1999
and any amendment or report filed for the purpose of updating any
such description.
All documents subsequently filed by OpenTV pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------ -----------------------------------------
The Articles of Association of OpenTV (Sections 116-122) provide the
following:
"LIMITATION OF LIABILITY
116. To the full extent permitted by the Act or any other applicable laws
presently or hereafter in effect, no director of the Company shall be personally
liable to the Company or its members for or with respect to any acts or
omissions in the performance of his or her duties as a director of the Company.
Any repeal or modification of this Regulation 116 by a resolution of members
shall not adversely affect the right or protection of a director of the Company
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
II-1
<PAGE>
INDEMNIFICATION
117. Subject to the limitations hereinafter provided the Company may
indemnify against all expenses, including legal fees, and against all judgments,
fines and amounts paid in settlement and reasonably incurred in connection with
legal, administrative or investigative proceedings any person who
a) is or was a party or is threatened to be made a party to any
threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was
a director, an officer or a liquidator of the Company; or
b) is or was, at the request of the Company, serving as a director,
officer or liquidator of, or in any other capacity is or was acting for, another
company or a partnership, joint venture, trust or other enterprise.
118. The Company may only indemnify a person if the person acted honestly
and in good faith with a view to the best interests of the Company, and in the
case of criminal proceedings, the person had no reasonable cause to believe that
his conduct was unlawful.
119. The decision of the directors as to whether the person acted honestly
and in good faith and with a view to the best interests of the Company and as to
whether the person had no reasonable cause to believe that his conduct was
unlawful is, in the absence of fraud, sufficient for the purposes of these
Articles, unless a question of law is involved.
120. The termination of any proceedings by any judgment, order,
settlement, conviction or the entering of a nolle prosequi does not, by itself,
create a presumption that the person did not act honestly and in good faith and
with a view to the best interests of the Company or that the person had
reasonable cause to believe that his conduct was unlawful.
121. If a person to be indemnified has been successful in defense of any
proceedings referred to above the person is entitled to be indemnified against
all expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred by the person in connection with the
proceedings.
122. The Company may purchase and maintain insurance in relation to any
person who is or was a director, an officer or a liquidator of the Company, or
who at the request of the Company is or was serving as a director, an officer or
a liquidator of, or in any other capacity is or was acting for, another company
or a partnership, joint venture, trust or other enterprise, against any
liability asserted against the person and incurred by the person in that
capacity, whether or not the Company has or would have had the power to
indemnify the person against the liability as provided in these Articles."
Sections 57 and 58 of the British Virgin Islands International Business
Companies Act permit the following:
"(S)57. Indemnification (International Business Companies)
(1) Subject to subsection (2) and any limitations in its Memorandum or
Articles, a company incorporated under this Ordinance may indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who:
II-2
<PAGE>
(a) is or was a party or is threatened to be made a party to any
threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was
a director, an officer or a liquidator of the company or;
(b) is or was, at the request of the company, serving as a director,
officer or liquidator of, or in any other capacity is or was acting for, another
company or a partnership, joint venture, trust or other enterprise.
(2) Subsection (1) only applies to a person referred to in that subsection
if the person acted honestly and in good faith with a view to the best interests
of the company and, in the case of criminal proceedings, the person had no
reasonable use to believe that his conduct was unlawful.
(3) The decision of the directors as to whether the person acted honestly
and in good faith and with a view to the best interests of the company and as to
whether the person had no reasonable cause to believe that his conduct was
unlawful is in the absence of fraud, sufficient for the purposes of this
section, unless a question of law is involved.
(4) The termination of any proceedings by any judgment, order, settlement,
conviction or the entering of a nolle prosequi does not, by itself, create a
presumption that the person did not act honestly and in good faith and with a
view to the best interests of the company or that the person had reasonable
cause to believe that his conduct was unlawful.
(5) If a person referred to in subsection (1) has been successful in
defense of any proceedings referred to in subsection (1), the person is entitled
to be indemnified against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.
(S)58. Insurance (International Business Companies)
A company incorporated under the Ordinance may purchase and maintain
insurance in relation to any person who is or was a director, an officer or a
liquidator of the company, or who at the request of the company is or was
serving as a director, an officer or a liquidator of, or in any other capacity
is or was acting for, another company or a partnership, joint venture, trust or
other enterprise, against any liability asserted against the person and incurred
by the person in that capacity, whether or not the company has or would have had
the power to indemnify the person against the liability under subsection (1) of
section 57."
In addition, OpenTV maintains directors' and officers' liability insurance
policies.
Item 7. Exemption From Registration Claimed.
------ -----------------------------------
Not applicable.
Item 8. Exhibits.
------ --------
Exhibit
Number Description
------------ -----------------------------------------------
4.1* Memorandum of Association of OpenTV Corp.
II-3
<PAGE>
4.2* Articles of Association of OpenTV Corp.
4.3 Spyglass, Inc. 1995 Stock Incentive Plan, as amended and
restated
4.4 Spyglass, Inc. 1995 Director Stock Option Plan, as
amended and restated
4.5 Navitel Communications 1997 Stock Option Plan
4.6* OpenTV Corp. 1999 Share Option/Share Issuance Plan, as
amended and restated
5.1 Opinion, dated July 28, 2000 of Harney Westwood &
Riegels with respect to the validity of the securities
being offered
23.1 Consent of PriceWaterhouseCoopers LLP, Independent
Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-6)
* Incorporated herein by reference from OpenTV's Registration
Statement on Form F-1, File No. 333-89609, dated October 25,
1999 and any amendments thereto.
Item 9. Undertakings.
------ ------------
(a) Rule 415 Offering. OpenTV hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filing Incorporating Subsequent Exchange Act Documents by Reference.
OpenTV hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of OpenTV's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be
II-4
<PAGE>
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of OpenTV pursuant to the foregoing provisions, or otherwise, OpenTV has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by OpenTV of expenses incurred or paid by a director, officer or
controlling person of OpenTV in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, OpenTV will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
OpenTV has duly caused this Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Mountain View, State of California, on this 31st day of July, 2000.
OpenTV Corp.
By: /s/ Jan Steenkamp
-----------------
Jan Steenkamp
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Randall S. Livingston and James F. Brown
and each one of them, acting individually and without the other, as his or her
attorney-in-fact for him in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------------- ------------------------------------------------------ -------------
<S> <C> <C>
/s/ Jacbous D.T. Stofberg Chairman of the Board of Directors July 31, 2000
-------------------------------------
Jacbous D.T. Stofberg
/s/ Jan Steenkamp President, Chief Executive Officer and Director July 31, 2000
------------------------------------- (Principal Executive Officer)
Jan Steenkamp
/s/ Randall S. Livingston Executive Vice President, Office of the CEO, Chief July 31, 2000
------------------------------------- Financial Officer and Director (Principal
Randall S. Livingston Financial and Accounting Officer)
/s/ Jacbous P. Bekker Director July 31, 2000
-------------------------------------
Jacbous P. Bekker
/s/ Craig L. Enenstein Director July 27, 2000
-------------------------------------
Craig L. Enenstein
/s/ Paul Haggerty Director July 31, 2000
-------------------------------------
Paul Haggerty
/s/ William Raduchel Director July 26, 2000
-------------------------------------
William Raduchel
/s/ Allan M. Rosenzweig Director July 31, 2000
-------------------------------------
Allan M. Rosenzweig
/s/ Stephen F. Ward Director July 28, 2000
-------------------------------------
Stephen F. Ward
</TABLE>
II-6
