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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 May, 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 " "
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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 Exchange Act of 1934.
Yes " " No "X"
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On May 15, we filed a Registration Statement on Form F-4 in
connection with our proposed merger with Spyglass, Inc. That Registration
Statement is included as an exhibit to this filing.
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.
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(Registrant)
Date: May 25, 2000 By /s/ James F. Brown
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(Signature)
James F. Brown
General Counsel and
Secretary
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EXHIBIT LIST
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Sequential
Exhibit Description Page Number
- ------- ----------- -----------
<S> <C> <C>
+99.1 Amendment No.1 to the OpenTV Corp. Registration
Statement on Form F-4 (File No.: 333-37018) as filed
with the Securities and Exchange Commission on May 15, 2000.
++99.2 Spyglass, Inc. Annual Report on Form 10-K for the
year ended September 30, 1999 as filed with the
Securities and Exchange Commission on December 20,
1999.
99.3 Consent of Ernst & Young LLP, Independent Auditors.
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+ Incorporated by reference to Amendment No. 1 to the OpenTV Corp.
Registration Statement on Form F-4 (File No.: 333-37018) as filed with
the Securities and Exchange Commission on May 15, 2000.
++ Incorporated by reference to the Spyglass, Inc. Annual Report on Form
10-K for the year ended September 30, 1999 as filed with the Securities
and Exchange Commission on December 20, 1999.
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Exhibit 99.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Proxy
Statement of Spyglass, Inc. that is made part of the Registration Statement
(Form F-4) and related Prospectus of OpenTV, Corp. for the registration of
13,853,741 of its ordinary shares and to incorporation by reference therein and
incorporation by reference in the Registration Statement (Form S-8 No. 333-
37196) pertaining to the 2000 OpenTV Corp. Exchange Plan, 1999 OpenTV Corp.
Share Option/Share Issuance Plan, and 1999 OpenTV, Inc. Employee Stock Purchase
Plan of OpenTV Corp. of our report dated October 19, 1999, except for Note 14,
as to which the date is November 4, 1999, with respect to the consolidated
financial statements and schedule of Spyglass, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended September 30, 1999 filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
May 23, 2000
