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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities and Exchange Act of 1934
For the month of November, 2000
OPENTV CORP.
(Translation of registrant's name into English)
Commission File No. 001-15473
401 East Middlefield Road Mountain View, California 94043-4005
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F _____
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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 and Exchange Act of
1934.
Yes _____ No X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
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REPORT OF FOREIGN PRIVATE ISSUER
FOR THE MONTH OF NOVEMBER, 2000
AGREEMENT TO ACQUIRE CABLESOFT CORPORATION
On November 13, 2000, the registrant, OpenTV Corp., a British Virgin Islands
corporation, ("OpenTV") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with CableSoft Acquisition Company, a Delaware corporation
and wholly owned subsidiary of OpenTV ("Acquisition Company"), CableSoft
Corporation ("CableSoft"), and certain stockholders of CableSoft. The Merger
Agreement provides for a stock-for-stock merger in which at the closing (i)
Acquisition Company will merge with and into CableSoft, and the separate
corporate existence of Acquisition Company shall cease; (ii) CableSoft will
become a wholly owned subsidiary of OpenTV; (iii) each outstanding share of
Common Stock of CableSoft will be converted into the right to receive 1.285799
shares of Class A Ordinary Shares of OpenTV; (iv) each outstanding option to
purchase CableSoft Corporation common stock issued pursuant to the CSS
Acquisition Corporation 2000 Special Stock Incentive Plan and the CSS
Acquisition Corporation 2000 Stock Plan will be converted into an option to
acquire approximately 1.285799 shares of OpenTV Class A Ordinary Shares; and (v)
all outstanding convertible debt of CableSoft will be converted into an
aggregate 87,430 Class A Ordinary Shares of OpenTV to be divided pro rata
between the holders of such outstanding convertible debt of CableSoft. The
closing of the merger occurred on November 13, 2000.
Certain shares acquired in connection with the acquisition of CableSoft are the
subject of a Registration Rights Agreement dated November 13, 2000 (the
"Registration Rights Agreement").
Attached and incorporated herein by reference in their entirety as Exhibits are
copies of the Merger Agreement, the Registration Rights Agreement, and a press
release announcing the merger.
CAPITALIZATION OF NEW JOINT VENTURE
On September 27, 2000, a new joint venture entity, OpenTV Integration Company, a
Delaware corporation ("Integration") was formed by OpenTV. To capitalize
Integration, OpenTV contributed 370,830 OpenTV Class A Ordinary Shares to OpenTV
US Holdings, Inc. ("Holdings"), a wholly owned subsidiary of OpenTV. Pursuant to
the terms of a Stock Purchase Agreement dated November 13, 2000 (the "Holdings
Stock Purchase Agreement") Holdings then contributed the 370,830 shares to
Integration for a 90% interest in the joint venture. General Instrument
Corporation, a Delaware corporation (doing business as the Broadband
Communications Sector of Motorola, Inc.) simultaneously contributed $2,000,000
for the remaining 10% interest in Integration pursuant to a separate Stock
Purchase Agreement dated November 13, 2000 (the "General Instrument Stock
Purchase Agreement").
Attached and incorporated herein by reference in their entirety as Exhibits are
copies of the Holdings Stock Purchase Agreement and the General Instrument
Corporation Stock Purchase Agreement.
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The following exhibits are filed as part of this report on Form 6-K:
No. Document
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2.1. Agreement and Plan of Merger dated as of November 13, 2000 among
OpenTV Corp., CableSoft Acquisition Company, CableSoft Corporation
and Selling Stock holders.
Certain exhibits and schedules are referenced in the Agreement and
Plan of Merger; Registrant agrees to furnish such attachments in a
supplement to the Securities and Exchange Commission upon request,
subject to appropriate requests for confidential treatment, if
applicable.
4.1. Registration Rights Agreement dated as of November 13, 2000.
99.1. Press Release dated November 14, 2000.
99.2. Stock Purchase Agreement dated as of November 13, 2000 between
OpenTV US Holdings, Inc. and OpenTV Integration Company.
99.3. Stock Purchase Agreement dated as of November 13, 2000 between
General Instrument Corporation (doing business as the Broadband
Communications Sector of Motorola, Inc.) and OpenTV Integration
Company.
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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: November 30, 2000 By: /s/ Randy Livingston
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Randy Livingston
Executive Vice President
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EXHIBIT INDEX
No. Document
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2.1. Agreement and Plan of Merger dated as of November 13, 2000 among
OpenTV Corp., CableSoft Acquisition Company, CableSoft Corporation
and Selling Stock holders.
Certain exhibits and schedules are referenced in the Agreement and
Plan of Merger; Registrant agrees to furnish such attachments in a
supplement to the Securities and Exchange Commission upon request,
subject to appropriate requests for confidential treatment, if
applicable.
4.1. Registration Rights Agreement dated as of November 13, 2000.
99.1. Press Release dated November 14, 2000.
99.2. Stock Purchase Agreement dated as of November 13, 2000 between
OpenTV US Holdings, Inc. and OpenTV Integration Company.
99.3. Stock Purchase Agreement dated as of November 13, 2000 between
General Instrument Corporation (doing business as the Broadband
Communications Sector of Motorola, Inc.) and OpenTV Integration
Company.
