<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of April, 2000
OpenTV Corp.
(Translation of registrant's name into English)
401 East Middlefield Road
Mountain View, CA 94043
(Address of principal executive office)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F "X" Form 40-F " "
---- ----
(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes "__" No "X"
<PAGE>
REPORT OF FOREIGN PRIVATE ISSUER
FOR THE MONTH OF APRIL, 2000
OPENTV REPORTS RECORD FIRST QUARTER FINANCIAL RESULTS
OpenTV Corp., a British Virgin Islands corporation ("OpenTV") issued a press
release release dated April 27, 2000 (the "Press Release") announcing the
Company's first quarter results for the the first quarter ended March 31, 2000.
The Press Release is attached as Exhibit 99.1 to this Report on Form 6-K and is
incorporated by reference herein. The foregoing summary of the Press Release is
incorporated by reference herein. The foregoing summary of the Press Release is
qualified in its entirety by reference to the Press Release.
Any statements contained in the Press Release that are not historical facts are
forward-looking statements. In particular, statements using the words "will,"
"plans," "expects," "believes," "anticipates," or like terms are by their nature
predictions based upon current plans, expectations, estimates, and assumptions.
These statements are subject to a number of risks and uncertainties that could
significantly affect outcomes, which may differ materially from the
expectations, estimates, or assumptions expressed in or implied by any such
forward-looking statements. Specific risks applicable to such forward-looking
statements include risks associated with the closing of the merger with
Spyglass, Inc. ("Spyglass"), the risk that OpenTV and Spyglass (the ``Combined
Company'') businesses will not be integrated successfully and unanticipated
costs of such integration, failure of the Combined Company to retain and hire
key executives, technical personnel and other employees, failure of the
Combined Company to manage its growth, failure of the Combined Company to
successfully manage its changing relationship with customers, suppliers and
strategic solution center customers, the timely development, acceptance and
pricing of new products and services using OpenTV enabled solutions, the
impact of competitive products and services, and the pricing of those
competitive products and services, and other risk factors detailed in the
Registration Statement on Form F-1 and other documents filed from time to time
by OpenTV Corp. with the Securities and Exchange Commission. Other risks and
uncertainties associated with the businesses of OpenTV may be reviewed in
OpenTV's public filings on Form 6-K and in its Form F-1 Registration Statement
filed on November 19, 1999, as amended. Those documents are publicly on file
with the U.S. Securities and Exchange Commission.
EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated April 27, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf bythe
undersigned, thereunto duly authorized.
OpenTV Corp.
(Registrant)
Date: May 5, 2000 By: /s/ James F. Brown
-------------------------------------------
James F. Brown
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION Sequential Page
- ------- ----------- Number
99.1 Press Release dated April 27, 2000.
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Exhibit 99.1
OPENTV REPORTS RECORD FIRST QUARTER FINANCIAL RESULTS
LEADING WORLDWIDE PROVIDER OF DIGITAL INTERACTIVE TELEVISION SOFTWARE POSTS
REVENUE INCREASE OF 87 PERCENT
Mountain View, CA -- April 27, 2000 -- OpenTV (Nasdaq and Amsterdam Stock
Exchange: OPTV), the leading worldwide provider of software to enable digital
interactive television, today announced financial results for the first quarter
ended March 31, 2000.
For the first quarter of 2000, revenues were $10.9 million, an 87 percent
increase from the $5.9 million reported for the first quarter of 1999, and a 30
percent increase from the $8.4 million reported for the fourth quarter of 1999.
* Royalties for the first quarter of 2000 were $7.7 million, an
increase of 164 percent from $2.9 million in the first quarter of
1999, and an increase of 63 percent from $4.7 million reported in
the fourth quarter of 1999.
* License fees were $1.3 million for the first quarter of 2000, an
increase of 265 percent from $0.4 million in the first quarter of
1999, and an increase of 24 percent from $1.1 million in the fourth
quarter of 1999.
* Services and other revenue for the first quarter of 2000 were $1.9
million, a decrease of 26 percent from $2.6 million for the first
quarter of 1999, and a decrease of 26 percent from $2.6 million in
the fourth quarter of 1999. The decrease in services and other
revenue was attributable to the Company's shift in emphasis from
customer-funded development arrangements to revenue sharing
application initiatives.
Jan Steenkamp, president and chief executive officer of OpenTV, said, "We are
very pleased by our strong first quarter results. OpenTV's momentum continues
and is strengthened by the growth of digital interactive television worldwide.
We are also experiencing an excellent response from consumers in markets where
interactive TV services have been launched. Our progress this quarter also
includes new partnerships with network operators that are launching digital
interactive television services, as well as with several set-top box
manufacturers and content developers."
OpenTV's pro-forma operating expenses, excluding non-cash and non-recurring
expenses, were $16.1 million in the first quarter of 2000, a 136 percent
increase from $6.8 million in the first quarter of 1999, and a 22 percent
increase from $13.3 million in the fourth quarter of 1999. As planned, the
Company has significantly increased its research and development expenditures,
especially in its applications business, and has expanded its worldwide sales
presence to address the rapidly developing global interactive television market
opportunity. OpenTV's expanded sales organization won deployment commitments
from several new network operators that will generate revenue in future periods.
Over the past six months, OpenTV has increased its headcount from 187 to 283
employees. OpenTV also incurred a non-recurring technology development expense
of $1.3 million, non-cash expenses of $0.4 million for amortization of purchased
technology, $3.2 million for stock-based compensation, and $23.4 million for
warrant expense. Including these non-cash and non-recurring charges, OpenTV's
operating expenses were $44.4 million for the first quarter of 2000, as compared
to $7.0 million in the first quarter of 1999 and $93.3 million in the fourth
quarter of 1999.
Excluding the impact of non-cash and non-recurring charges, OpenTV's pro-forma
net loss for the first quarter of 2000 was $2.4 million, compared to a pro-forma
net loss of $1.0 million in the first quarter of 1999 and $4.0 million
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for the fourth quarter of 1999. This translates to pro-forma diluted net loss
per share of five cents in the first quarter of 2000 compared to three cents
in the first quarter of 1999 and 10 cents for the fourth quarter of 1999.
Including the impact of non-cash and non-recurring charges, the Company
reported a net loss of $30.7 million for the first quarter of 2000, $1.2
million for the first quarter of 1999 and $113.1 million for the fourth
quarter of 1999. This translates to a diluted net loss per share of 68 cents
for the first quarter of 2000, four cents for the first quarter of 1999 and
$2.93 for the fourth quarter of 1999.
As of March 31, 2000, OpenTV had cash and short-term investments of $153.3
million, total assets of $203.9 million, total liabilities of $13.8 million and
shareholders equity of $190.1 million.
2000 First Quarter Highlights
OpenTV's results in the first quarter of 2000 included a number of significant
achievements. Highlights for the quarter are as follows:
Spyglass Acquisition
* On March 26, 2000, OpenTV announced a definitive agreement to merge with
Spyglass Inc. (Nasdaq: SPYG). The Company believes that this merger will
strengthen OpenTV's position in the interactive television software market
by extending OpenTV's software product to include web browsing. OpenTV will
be able to provide Internet-based technology and content in addition to its
core interactive video technology, and to deliver a platform that is
adaptable to any standard that may develop in the marketplace. In addition,
the Company believes that this merger will allow OpenTV to expand its
interactive television professional services business by accessing
Spyglass' management expertise, personnel and current base of professional
services customers. The Company believes that upon completion of the
Spyglass merger, OpenTV will be able to provide an interactive television
software platform, supported by a professional services team, that has
greater functionality and features that will drive additional deployments
and opportunities for accelerated revenue growth.
Under the merger agreement, OpenTV will acquire all of Spyglass'
outstanding stock in a tax-free, stock-for-stock transaction. Spyglass
stockholders will receive 0.7236 OpenTV Series A Ordinary Shares in
exchange for each share of Spyglass common stock. Spyglass stockholders,
option holders and warrant holders will receive approximately 14.9 million
OpenTV shares and own approximately 18 percent of the combined Company's
stock on a fully diluted basis.
OpenTV Joint Venture with EchoStar
* OpenTV formed a joint venture with EchoStar Communications (Nasdaq: DISH)
in February 2000 to develop a low-cost, one box solution that includes
digital interactive television and hard-drive functionality in a set-top
box for the mass TV-viewing market. The Company expects that this
partnership will ultimately provide interactive television viewers with a
cost-effective product, with broad functionality, that includes features
such as video-on-demand, entertainment services and e-commerce
capabilities.
OpenTV purchased a 50 percent interest in the joint venture from Echostar,
in exchange for approximately 2.25 million shares of OpenTV Class A
Ordinary Shares and contribution of a non-exclusive license to certain
OpenTV intellectual property. The shares have been placed in an escrow
account until certain milestones, relating to the deployment of OpenTV-
enabled set-top boxes, have been met by EchoStar.
OpenAdvantage Program
* OpenTV's developer program was launched in the first quarter and has
already secured more than 300 independent OpenTV application developers from
around the world. The OpenAdvantage program encourages independent developers
to write applications for OpenTV's "open platform". The expanding
OpenAdvantage
<PAGE>
membership continues to drive interactive television deployment for the
Company, as well as generate incremental revenues from the sales of authoring
tools, training and other products.
Worldwide Network Operators
Four additional network operators committed to deploy interactive television
using OpenTV technology, bringing the total number of digital television network
operator commitments to 28.
* Quiero Television, Spain's first digital terrestrial network, chose OpenTV
as a software provider for interactive television services, which is
expected to expand OpenTV's reach into the Spanish digital television
market in addition to its existing relationship with Via Digital. Quiero
Television has indicated that it intends to launch OpenTV-enabled
interactive services to its customers in the second quarter of 2000. Quiero
is the second digital terrestrial network operator in Europe, in addition
to Senda, the platform operator of the Swedish digital terrestrial network,
to select OpenTV's technology.
* Galaxy Latin America (GLA) selected OpenTV's interactive television
software solutions for its DIRECTV service in Latin America and the
Caribbean. GLA is the exclusive provider of DIRECTV in Latin America where
it reaches 27 countries and 96% of the potential market. This recently
announced relationship gives OpenTV an initial presence in Latin America
and the Caribbean and brings it closer to achieving its vision of providing
globally accepted end-to-end digital interactive television solutions.
* PrimaCom AG, Germany's third largest independent cable network operator,
chose OpenTV as its software provider for digital interactive television
services. PrimaCom plans to launch its first digital interactive television
services in Leipzig in May. The interactive services, powered by OpenTV,
will later be made available to PrimaCom's 1.35 million household customer
base through its advanced broadband hybrid-fibre-coax cable network, which
will be extended across Germany.
* E-Vision, (Emirates Cable TV and Multimedia LLC), the United Arab Emirates'
first digital cable television network, has chosen OpenTV for its
interactive television services platform. Siemens, a worldwide leading
systems integrator, won the bid to provide the United Arab Emirates with
the countries' first digital cable TV network and led the selection of
OpenTV's digital interactive TV solution for E-Vision. E-Vision is a
subsidiary of Etisalat -- the United Arab Emirates' (UAE) national provider
of telecommunication products and services. E-Vision's initial launch phase
covers a total of 20,000 homes and businesses in Abu Dhabi and Dubai.
Sharjah will be added soon followed by a rapid expansion of the network
nationwide, which encompasses an estimated total of 500,000 homes.
Worldwide Applications Partners
OpenTV also announced several partnerships to develop interactive television
applications. Under the agreements, OpenTV will share with its partners the
recurring revenues generated by the applications.
* OpenTV has partnered with Commerce.TV to integrate the OpenTV software
platform with Commerce.TV's high-volume transaction processing network to
be deployed in the U.S. and Canada. Together, the companies intend to offer
cable and satellite operators an easy-to-use, enhanced television service
at no cost to subscribers, and thereby create a better viewing experience.
* Through a strategic alliance with Health Hero Network, OpenTV intends to
bring interactive health content and services to interactive television
consumers throughout the world. As a part of OpenTV's vision to continually
enhance the viewer experience, OpenTV and the Health Hero Network intend to
create the first television "Interactive Health Channel," which will offer
personalized health content, community and commerce services.
* OpenTV entered into an applications development agreement with Pacific
Digital Media Corporation (PDMC), a digital network operator planning to
launch a new satellite-based pay-TV service in Taiwan later
<PAGE>
this year. Under the terms of the agreement, OpenTV will develop a suite of
applications for PDMC and share in a portion of the revenue derived from
the applications.
Worldwide Technology Partners
- -----------------------------
OpenTV recently announced the following technology partnerships in connection
with its efforts to enhance the flexibility and adaptability of its interactive
television software platform:
* Nokia Multimedia Terminals Oy and Philips Digital Networks BV have extended
their relationship with OpenTV with new agreements to license EN2, OpenTV's
next generation interactive television operating system for digital set-top
boxes.
* Hughes Network Systems, a division of Hughes Electronics headquartered in the
United States, agreed to port OpenTV's EN2 software to its set-top boxes.
* Korea's TechSan Electronics Co. Ltd., Tae Young Telstar Co. Ltd. and
Hyundai Digital Technology Co., Ltd. also agreed to port OpenTV's EN2
software to their set-top boxes. OpenTV has now developed partnerships with
29 set-top box manufacturers from around the world.
* Furthering its U.S. cable initiative, OpenTV is in the process integrating
its set-top box software with Motorola's conditional access system. Philips
Digital Networks has also integrated its Cryptoworks conditional access
system with OpenTV. OpenTV is now integrated with seven different
conditional access systems.
Company Expansion
* OpenTV expanded its global presence with the opening of new offices in
Munich, Germany and Madrid, Spain, increasing the Company's total office
count to nine worldwide.
About OpenTV
OpenTV is the leading worldwide provider of software that enables digital
interactive television. OpenTV provides a complete end-to-end solution for the
development and delivery of interactive services via digital satellite, cable,
and terrestrial broadcast. OpenTV set-top box software has been shipped with or
installed in more than 6.1 million digital set-top boxes worldwide. To date,
OpenTV software solutions have been selected by 28 television network operators
worldwide, including British Sky Broadcasting (BSkyB) in the United Kingdom and
TPS in France. EchoStar's DISH Network is scheduled to launch interactive
services utilizing OpenTV software in the United States in 2000.
The OpenTV set-top box software is licensed to 29 digital set-top box
manufacturers, and OpenTV's authoring tools are licensed to more than 100
independent developers and content and service providers. OpenTV is a member of
the Digital Video Broadcasting (DVB) project, CableLabs OpenCable initiative and
ATSC DASE. OpenTV is a licensee of Personal Java(TM) from Sun Microsystems.
OpenTV is supported by investments from eight leading Internet, broadcast and
broadband companies including America Online (NYSE: AOL), General Instrument
Corporation (NYSE: GIC), Liberty Digital (Nasdaq: LDIG), News Corporation (NYSE:
NWS), Time Warner (NYSE: TWX) and Shaw Communications (NYSE: SJR) in addition to
Sun Microsystems (Nasdaq: SUNW) and MIH Limited (Nasdaq: MIHL).
<PAGE>
Worldwide headquarters for OpenTV is located in Mountain View, Calif., with
offices in Paris, France, London, England, Madrid, Spain, Munich, Germany,
Seoul, South Korea, Tokyo, Japan, Beijing, China, and Sydney, Australia.
Information on OpenTV is available at www.opentv.com.
Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those contemplated herein, including
but not limited to the closing of the merger with Spyglass, Inc., the risk that
OpenTV and Spyglass (the ``Combined Company'') businesses will not be integrated
successfully and unanticipated costs of such integration, failure of the
Combined Company to retain and hire key executives, technical personnel and
other employees, failure of the Combined Company to manage its growth, failure
of the Combined Company to successfully manage its changing relationship with
customers, suppliers and strategic solution center customers, the timely
development, acceptance and pricing of new products and services using OpenTV
enabled solutions, the impact of competitive products and services, and the
pricing of those competitive products and services, and other risk factors
detailed in the Registration Statement on Form F-1 and other documents filed
from time to time by OpenTV Corp. with the Securities and Exchange Commission.
OpenTV undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
# # # #
(C)1999 OpenTV, Inc. All rights reserved. OpenTV, OpenAuthor, OpenTV Runtime,
OpenStreamer and the OpenTV logo are trademarks or registered trademarks of
OpenTV, Inc. in the United States and other countries. Java and all Java-based
trademarks and logos are trademarks or registered trademarks of Sun
Microsystems, Inc. in the United States and other countries. All other
trademarks are the property of their respective owners.
Contacts: Trade/Business Media
Carolyn Bretschneider
Public Relations Director
OpenTV
650-429-5575
[email protected]
Investors/Financial Media
Steve Polcyn
Director of Investor Relations
OpenTV
650-429-5498
[email protected]
Michael Freitag
Kekst and Company
212-521-4896
[email protected]
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<CAPTION>
OPENTV CORP.
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Quarters Ended
---------------------------------------------------
March 31, December 31, March 31,
1999 1999 2000
-------------- -------------- -------------
<S> <C> <C> <C>
Revenues:
Royalties .................................. $ 2,915 $ 4,721 $ 7,705
License fees ............................... 359 1,060 1,312
Services and other ......................... 2,586 2,613 1,928
------------ ------------ ------------
Total revenues .......... 5,860 8,394 10,945
------------ ------------ ------------
Operating expenses:
Services ................................... 1,331 2,499 1,845
Research and development ................... 2,228 4,909 8,179
Sales and marketing ........................ 2,174 3,814 5,028
General and administrative ................. 1,079 2,037 2,390
Amortization of intangible ................. 0 383 382
Amortization of stock compensation ......... 214 10,777 3,224
Non-cash warrant expense ................... 0 68,883 23,356
------------ ------------ ------------
Total operating expenses 7,026 93,302 44,404
------------ ------------ ------------
Loss from operations ................... (1,166) (84,908) (33,459)
Other income/(expense), net ................ (65) 877 2,744
Minority interest .......................... 0 2,153 0
------------ ------------ ------------
Net loss ............................... $ (1,231) $ (81,878) $ (30,715)
Preferred stock deemed dividend ............ 0 31,250 0
------------ ------------ ------------
Net loss attributable to ordinary shares $ (1,231) $ (113,128) $ (30,715)
============ ============ ============
Shares used in computing net loss per share,
basic and diluted .................... 33,830,583 38,646,742 45,236,028
============ ============ ============
Net loss per share, basic and diluted .. $ (0.04) $ (2.93) $ (0.68)
============ ============ ============
</TABLE>
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<TABLE>
<CAPTION>
OPENTV CORP.
Pro-Forma Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Quarters Ended
-------------------------------------------------
March 31, December 31, March 31,
1999 1999 2000
------------- ------------ -------------
<S> <C> <C> <C>
Revenues:
Royalties .................................. $ 2,915 $ 4,721 $ 7,705
License fees ............................... 359 1,060 1,312
Services and other ......................... 2,586 2,613 1,928
------------ ------------ ------------
Total revenues ........... 5,860 8,394 10,945
------------ ------------ ------------
Operating expenses:
Services ................................... 1,331 2,499 1,845
Research and development ................... 2,228 4,909 6,842
Sales and marketing ........................ 2,174 3,814 5,028
General and administrative ................. 1,079 2,037 2,390
------------ ------------ ------------
Total operating expenses . 6,812 13,259 16,105
------------ ------------ ------------
Loss from operations ................... (952) (4,865) (5,160)
Other income/(expense), net ................ (65) 877 2,744
------------ ------------ ------------
Net loss ............................... $ (1,017) $ (3,988) $ (2,416)
Shares used in computing net loss per share,
basic and diluted .................... 33,830,583 38,646,742 45,236,028
============ ============ ============
Net loss per share, basic and diluted .. $ (0.03) $ (0.10) $ (0.05)
============ ============ ============
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Note: The above unaudited pro forma combined consolidated
statements of operations exclude the effects of the
following (in thousands):
-- One-time, non-recurring research and development fee of
$2,600, of which $1,337 was amortized during the quarter
ended March 31, 2000.
-- Amortization of intangibles of $383 and $382 for the
quarters ended December 31, 1999 and March 31, 2000,
repsecitvely.
-- Amortization of non-cash, stock based compensation of
$214, $10,777 and $3,224 for the quarters ended March 31,
1999, December 31, 1999, and March 31, 2000, respectively.
-- Additional General Instrument non-cash performance
warrant expense related to the warrant's variable
accounting treatment and quarterly amortization totaling
$5,032 and $23,356 for the quarters ended December 31, 1999
and March 31, 2000, respectively.
-- Non-Cash warrant expense of $63,851 related to the
warrants issued to strategic investors in the quarter ended
December 31, 1999.
-- Minority stockholder's interest of $2,153 for the
quarter ended December 31, 1999.
-- Preferred stock deemed dividend of $31,250 for the
quarter ended December 31, 1999.
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<CAPTION>
OPENTV CORP.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands of US dollars)
December 31 March 31
1999 2000
--------- ---------
<S> <C> <C>
Assets
Cash and short-term investments .............................. $186,535 $153,251
Accounts receivable, net ..................................... 6,234 9,909
Prepaid expenses and other current assets .................... 1,698 3,061
Long-term marketable securities .............................. 0 14,255
Property and equipment, net .................................. 5,025 6,360
Long-term private equity investments ......................... 0 10,000
Other assets, net ............................................ 7,298 7,098
-------- --------
Total assets .............................. $206,790 $203,934
======== ========
Liabilities and shareholders' equity
Accounts payable and accrued liabilities ..................... $ 8,665 $ 9,285
Deferred revenue ............................................. 3,564 4,528
-------- --------
Total liabilities ......................... 12,229 13,813
-------- --------
Shareholders' equity:
Total shareholders' equity ................................... 194,561 190,121
-------- --------
Total liabilities and shareholders' equity $206,790 $203,934
======== ========
</TABLE>
