SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
OpenTV Corp.
(Name of Issuer)
Class A Ordinary Shares, no par value
(Title of Class of Securities)
G6754310
(CUSIP Number)
January 5, 2000
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CSUIP No. G6754310 Schedule 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
2,101,260
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,101,260
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,101,260
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
12. TYPE OF REPORTING PERSON
CO
Item 1.
(a) Name of Issuer: OpenTV Corp. ("OpenTV")
(b) Address of Issuer's Principal Executive Offices:
401 East Middlefield Road
Mountain View, CA 94043
Item 2.
(a) Name of person filing: Motorola, Inc. ("Motorola")
(b) Address of principal business office, or, if none, residence:
1303 East Algonquin Road
Schaumburg, IL 60196
(c) Citizenship: Delaware Corporation
(d) Title of class of securities: Class A Ordinary Shares
(e) CUSIP number: G6754310
Item 3. If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b) or (c), check whether the person
filing is a:
Not applicable.
Item 4. Ownership
Provide the following information regarding the
aggregate number and percentage of the class of
securities of the issuer identified in Item 2(d).
(a) Amount beneficially owned: 2,101,260 (1)(2)
(b) Percent of class: 6.8%(2)(3)
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote
2,101,260
(ii) shared power to vote or to direct the vote
0(2)
(iii) sole power to dispose or to direct the disposition of
2,101,260
(iv) shared power to dispose or to direct the disposition of
0(2)
Item 5. Ownership of five percent or less of a class:
Not Applicable
Item 6. Ownership of more than five percent on behalf of another
person:
Not Applicable
Item 7. Identification and classification of the subsidiary
which acquired the security being reported on by
the parent holding company:
Not Applicable
Item 8. Identification and classification of members of the group:
Not Applicable
Item 9. Notices of dissolution of group:
Not Applicable
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
FOOTNOTES
(1) On January 5, 2000, pursuant to an agreement and plan of
merger dated September 14, 1999, General Instrument Corporation
merged with and into Lucerne Acquisition Corp. ("Lucerne"), a
Delaware corporation and a wholly-owned subsidiary of Motorola (the
"Merger"). As a result of the Merger the separate corporate
existence of Lucerne ceased and General Instrument Corporation
continued as the surviving corporation and a wholly-owned subsidiary
of Motorola.
On July 24, 2000, Spyglass, Inc. completed its merger with
OpenTV. Pursuant to the terms of that merger, each share of Common
Stock of Spyglass, Inc. was exchanged for 0.7236 shares of Class A
Ordinary Shares of OpenTV. At the time of that merger, Motorola
(through its subsidiary, General Instrument Corporation) held 700,000
shares of Common Stock of Spyglass, Inc. (which at the time of that
merger converted into 506,520 Class A Ordinary Shares of OpenTV) and
a currently exercisable warrant to purchase an additional 233,334
shares of Common Stock of Spyglass, Inc. (which at the time of that
merger converted into a currently exercisable warrant to purchase an
additional 168,840 Class A Ordinary Shares of OpenTV). Motorola
(through its subsidiary General Instrument Corporation) also held
warrants to purchase an additional 466,666 shares of Common Stock of
Spyglass, Inc., which are not currently exercisable and which, at the
time of that merger, converted into a warrant to purchase 337,680
Class A Ordinary Shares of OpenTV.
Additionally, Motorola (through its subsidiary, General
Instrument Corporation) holds 450,450 Class A Ordinary Shares of
OpenTV and currently exercisable warrants to purchase 975,450 Class A
Ordinary Shares of OpenTV. Motorola (through its subsidiary, General
Instrument Corporation) also holds warrants to purchase an additional
175,000 Class A Ordinary Shares of OpenTV which are not currently
exercisable. Included in these numbers are 121,596 Class A Ordinary
Shares of OpenTV that Motorola has agreed to exchange (through its
subsidiary, General Instrument Corporation) for an equal number of
Class B Ordinary Shares of OpenTV. This exchange is expected to be
completed shortly. Class B Ordinary Shares are convertible into
Class A Ordinary Shares on a share for share basis.
(2) Solely as a result of an Investors Rights Agreement dated as of
October 23, 1999 ("Investors' Rights Agreement") among MIH Limited
(indirectly through its subsidiary OTV Holdings Limited)("MIH"), Sun
Microsystems, Inc. (indirectly through its subsidiary Sun TSI Subsidiary,
Inc.)("SMI"), Time Warner, Inc. (indirectly through its subsidiary TWI-OTV
Holdings, Inc.) ("Time Warner"), Liberty Digital, Inc. (indirectly through
its subsidiary LDIG OTV, Inc.)("Liberty Digital"), Motorola (through its
subsidiary General Instrument Corporation), American Online, Inc. and News
America Incorporated that includes provisions relating to the voting and
disposition of their shares in certain circumstances, Motorola may be
deemed the beneficial owner of shares beneficially owned by MIH, SMI, Time
Warner, Liberty Digital, America Online, Inc. and News America
Incorporated. Motorola disclaims beneficial ownership of the shares
covered by the Investors' Rights Agreement and beneficially owned by MIH,
SMI, Liberty Digital, America Online, Inc., Time Warner and News America
Incorporated.
(3) Calculated pursuant to Rule 13d-3(d).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: August 9, 2000 MOTOROLA, INC.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: Executive Vice President
and Chief Financial Officer
