<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
Amendment No. 1 to
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of January, 2000
OpenTV Corp.
(Translation of registrant's name into English)
Abbot Building
Mount Street
Tortola
Road Town
BRITISH VIRGIN ISLANDS
(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>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OpenTV Corp.
----------------------------------------------
(Registrant)
Date: February 7, 2000 By /s/ James F. Brown
-----------------------------------------
(Signature)
James F. Brown
General Counsel and
Secretary
<PAGE>
EXHIBIT LIST
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
99.1 Press Release dated January 25, 2000
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
OPENTV REPORTS FOURTH QUARTER AND 1999 REVENUE
LEADING WORLDWIDE PROVIDER OF DIGITAL
INTERACTIVE TELEVISION SOFTWARE POSTS 1999
REVENUE INCREASE OF 174 PERCENT
Mountain View, CA -- January 25, 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 fourth quarter
and calendar year ended December 31, 1999.
For the fourth quarter of 1999, revenues were $8.4 million, up 150 percent from
the $3.4 million reported for the fourth quarter of 1998.
. Royalties for the fourth quarter increased 426 percent to $4.7
million, compared to $0.9 million in the comparable period of 1998.
. License fees were $1.1 million, an increase of 100 percent from $0.5
million in the fourth quarter of 1998.
. Services and other revenue increased 36 percent to $2.6 million from
$1.9 million for the same quarter of 1998.
"This impressive financial performance, stimulated by significant growth of our
leading customer BSkyB and on-going deployment of new markets worldwide,
combined with our growing number of strategic alliances, firmly place OpenTV as
the global leader in digital interactive television," said Jan Steenkamp,
president and chief executive officer. "In addition, we have concluded
application development agreements to produce new interactive services for
television worldwide that are designed to generate recurring revenue. We are
making a significant investment in hiring people with the kind of talent and
experience that will accelerate the growth of our global business," Mr.
Steenkamp said. "Looking ahead, we are dedicated to build upon this strong
momentum with many more significant Company achievements in 2000."
Excluding the impact of certain non-cash charges, the Company's pro-forma net
loss for the fourth quarter was $4.0 million, compared to a net loss of $3.7
million for the fourth quarter of 1998. This translates to pro-forma diluted net
loss per share of 10 cents in the fourth quarter of 1999 compared to 11 cents
for the same quarter in fiscal 1998. Including the impact of non-cash charges,
the Company reported a net loss of $113.1 million for the fourth quarter of
1999, which translates to a diluted loss per share of $2.93;
1999 Financial Results
For all of 1999, revenues were $26.0 million, a 174 percent increase from $9.5
million in 1998.
During 1999 the Company reported total non-cash charges of $114.4 million,
including $95.1 million associated with the October 1999 strategic investment
round, $5.0 million for warrants granted to General Instrument Corporation, now
part of Motorola, in connection with the joint technology and marketing
agreements signed in December 1999, $13.1 million in stock-based compensation
charges, $1.2 million in amortization of intellectual property acquired from
Thomson in March 1999 and minority interest of $2.2 million. Excluding these
charges, the Company's pro-forma net loss for 1999 was $9.3 million or 32 cents
per diluted share. Including the charges, the net loss was $121.6 million or
$4.18 per diluted share for 1999. These numbers compare to a net loss of $14.3
million or 43 cents per diluted share for 1998.
As of December 31, 1999, OpenTV had cash and short-term investments of $186.5
million, total assets of $239.6 million, total liabilities of $12.2 million and
stockholders equity of $227.4 million.
1999 Fourth Quarter Highlights
OpenTV's momentum in the fourth quarter of 1999 was fueled by numerous Company
achievements:
<PAGE>
Initial Public Offering
. On November 23, 1999, OpenTV completed its initial public offering
(IPO), raising gross proceeds of $172.5 million, and is now traded
on the Nasdaq National Market and the Amsterdam Stock Exchange (AEX)
under the symbol of OPTV.
Strategic Investors
. In October, OpenTV completed a private placement with America Online
(AOL), General Instrument Corporation, Liberty Digital, Inc., News
Corporation, Time Warner, Inc., and Sun Microsystems, Inc. The
private placement resulted in gross proceeds of $31.25 million. Upon
completion of the Company's IPO, the convertible preference shares
converted into Class A Ordinary Shares.
Worldwide Network Operators
Three additional network operators committed to deploy interactive television
using OpenTV technology, bringing the total number of digital television network
operator commitments to 24.
. In October, News Corp. and OpenTV announced an agreement to provide
a standard version of OpenTV's software for News Corp.'s World Box-2
digital set-top box. News Corp. affiliates currently deploying
OpenTV include BSkyB in the United Kingdom, Stream in Italy and
FOXTEL in Australia. Sky New Zealand has also announced a commitment
to deploy OpenTV.
. As part of OpenTV's IPO, Shaw Communications, Inc. invested $5
million in the Company and received 250,000 Class A Ordinary Shares
of OpenTV. In connection with its investment in OpenTV, Shaw
Communications committed to deploy OpenTV to its cable and satellite
subscribers in Canada.
. In December, Pacific Digital Media Corporation, a new satellite
network operator in Taiwan, announced its plans to deploy
interactive digital television using OpenTV later this year.
Worldwide Applications Partners
Open Interactive, a joint-venture of BskyB, British Telecom, HSBC, and
Matsushita using OpenTV's technology, launched Britain's first nationwide
interactive TV service in October 1999 to BSkyB customers using the latest ITV
services:
. More than 40,000 people (and 400 new customers a day) use
interactive banking services on their TV;
. More than 350,000 people have registered for Open Interactive's
e-mail service;
. Open Interactive's Trivial Pursuit game has drawn more than one
million online entries;
. Open Interactive e-commerce partners generated sales averaging $1.6
million per week in the weeks before Christmas.
OpenTV also announced several partnerships to develop interactive television
applications:
. America Online and OpenTV agreed to collaborate in the development
of a family of AOL-branded OpenTV-based communications applications
for interactive television, such as e-mail, instant messaging, chat,
and information services.
. Warner Bros., Turner Broadcasting Systems and OpenTV entered into a
worldwide agreement to develop and market enhanced interactive
television applications. Through this partnership, "conventional"
television programs and television advertising will be enhanced with
interactive information and e-commerce services.
<PAGE>
. Liberty Digital, Inc. announced its plans to work with OpenTV in the
development of an interactive television e-commerce portal.
. In December, SkyMall, Inc. and OpenTV announced a strategic alliance
whereby SkyMall will serve as a fulfillment house for OpenTV-enabled
networks' e-commerce transactions and cross-promote products and
services for OpenTV's end users worldwide. SkyMall will process
customer transactions, fulfill orders and confirm merchandise
shipment for users of digital set-top boxes enabled with OpenTV's
software for digital interactive television.
. OpenTV and WorldGate Communications, the leading provider of high
performance, low-cost Internet access through the TV, jointly
announced their intent to port the WorldGate Service to the OpenTV
operating platform. As a result, WorldGate will provide full
Internet access and e-mail capability to millions of OpenTV-enabled
digital set-top boxes worldwide, beginning in the second quarter of
2000.
Worldwide Technology Partners
During the fourth quarter, six partners signed agreements to port and integrate
OpenTV with their set-top boxes, chip-sets or conditional access systems.
. General Instrument Corporation (GI), now part of Motorola, and
OpenTV announced an agreement to port OpenTV's software to GI's DCT
2000 interactive digital set-top terminal and to jointly market
OpenTV's software solutions to digital cable operators worldwide.
. Zenith Electronics, headquartered in the United States, Interisa of
Spain, and TechniSat of Germany, all signed license agreements to
manufacture set-top boxes with OpenTV's software. A total of 25 set-
top box manufacturers now have licensing agreements with the
Company.
. Fujitsu Electronics GmbH signed an agreement to integrate their
digital television chip-set with OpenTV software. To date, OpenTV
has licensed its technology to eight television chip-set
manufacturers.
. NagraVision SA signed an agreement to integrate its conditional
access system with OpenTV's software. OpenTV is integrated with 5
different conditional access systems.
Company Expansion
. OpenTV expanded its global presence with the opening of new offices
in Tokyo, London and Sydney, increasing OpenTV's total office count
to six 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 4.5 million digital set-top boxes worldwide. To date,
OpenTV software solutions have been selected by 24 television network operators
worldwide, including British Sky Broadcasting (BSkyB) in the United Kingdom and
TPS in France. EchoStar's DISH Network /TM/ is scheduled to launch interactive
services utilizing OpenTV software in the United States in 2000.
The OpenTV set-top box software is licensed to more than 20 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,
ATSC DASE, and JavaTV. 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
European operations in Paris, France, and London, England; and offices in 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 timely development, acceptance and pricing of new products,
the impact of competitive products and pricing, and other risk factors detailed
in OpenTV's Registration Statement on Form F-1 filed with the Securities and
Exchange Commission. The Company 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:
Business/Trade Media:
Carolyn Bretschneider
Public Relations Director
OpenTV, Inc.
Tel: 650.429.5575
E-mail: [email protected]
Investors/Financial Media:
Steve Polcyn
Director of Investor Relations
OpenTV, Inc.
Tel: 650.429.5498
E-mail: [email protected]
<PAGE>
OPENTV CORP.
Pro-forma Combined Statements of Operations (1)
(amounts in thousands of US dollars, except share and per share amounts)
<TABLE>
<CAPTION>
Three months ended Year Ended
December 31, December 31,
------------------------------ ---------------------------------
1998 1999 1998 1999
-------------- -------------- -------------- ----------------
Revenues:
<S> <C> <C> <C> <C>
Royalties $ 898 $ 4,721 $ 2,788 $ 14,782
License fees 529 1,060 1,578 2,964
Services and other 1,925 2,613 5,102 8,205
----------- ----------- ----------- -----------
Total revenues 3,352 8,394 9,468 25,951
----------- ----------- ----------- -----------
Operating expenses:
Services 1,605 2,499 4,736 5,949
Research and development 2,186 4,909 7,514 12,858
Sales and marketing 1,985 3,814 7,418 11,415
General and administrative 1,150 2,037 3,995 5,971
Amortization of intangible 0 383 0 1,210
Amortization of stock compensation 0 10,777 0 13,098
Non-cash warrant expense 0 68,883 0 68,883
Total operating expenses 6,926 93,302 23,663 119,384
----------- ----------- ----------- -----------
Loss from operations (3,574) (84,908) (14,195) (93,433)
Other income/expense (net) (137) 877 (143) 918
Minority interest 0 2,153 0 2,153
----------- ----------- ----------- -----------
Net loss (3,711) (81,878) (14,338) (90,362)
Preferred stock deemed dividend 0 31,250 0 31,250
Net loss attributable to ordinary shares $ (3,711) $ (113,128) $ (14,338) $ (121,612)
=========== =========== =========== ===========
Weighted avg shares o/s 33,235,173 38,646,742 33,212,803 29,065,478
=========== =========== =========== ===========
EPS $ (0.11) $ (2.93) $ (0.43) $ ( 4.18)
=========== =========== =========== ===========
(1) Reflects the Combined Results of Operations of OpenTV Corp. and OpenTV, Inc. (predecessor to OpenTVCorp.)
as if the exchange of MIH Limited's 78.6% interest in OpenTV, Inc. occurred on January 1, 1998
SUPPLEMENTAL
Net loss attributable to ordinary shares $ (3,711) $ (113,128) $ (14,338) $ (121,612)
Adjustments for non-cash charges:
Amortization of intangible 0 383 0 1,210
Amortization of stock compensation 0 10,777 0 13,098
Non-cash warrant expense 0 68,883 0 68,883
Preferred stock deemed dividend 0 31,250 0 31,250
Minority interest 0 2,153 0 2,153
</TABLE>
<PAGE>
OPENTV CORP.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands of US dollars)
December 31,
--------------------
1998/1/ 1999
--------- ---------
Assets
Current assets:
Cash and short-term investments $ 3,324 $186,535
Accounts receivable, net 2,218 6,234
Prepaid expenses and other current assets 703 34,511
-------- --------
Total current assets 6,245 227,280
Property and equipment, net 3,381 5,025
Other assets, net 412 7,298
-------- --------
Total assets $ 10,038 $239,603
======== ========
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable and accrued liabilities 4,486 $ 8,665
Deferred revenue 3,218 3,564
-------- --------
Total current liabilities 7,704 12,229
Convertible notes payable to stockholders 7,000 0
-------- --------
Total liabilites 14,704 12,229
-------- --------
Redeemable common stock 117 0
-------- --------
Total stockholders' equity (deficit) (4,783) 227,374
-------- --------
Total liabilities and stockholders' equity $ 10,038 $239,603
(deficit) ======== ========
- -------------------
/1/ OpenTV, Inc. (predecessor to OpenTV Corp.)
