SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
OpenTV Corp.
(Name of Issuer)
Class A Ordinary Shares, no par value
(Title of Class of Securities)
G6754310
(CUSIP Number)
October 24, 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).
CUSIP No. G6754310
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 Corporation
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
3,988,052
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
3,988,052
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,988,052
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
12. TYPE OF REPORTING PERSON
CO
SCHEDULE 13-G
Item 1(A) Name of Issuer:
OpenTV Corp. ("OpenTV")
Item 1(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")
Item 2(b) Address of Principal Business Office, or, if none, Residence:
1303 East Algonquin Road
Schaumburg, IL 60196
Item 2(c) Citizenship
Delaware Corporation
Item 2(d) Title of Class of Securities:
Class A Ordinary Shares
Item 2(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).
Item 4(a) Amount Beneficially Owned:
3,988,052 (Footnotes 1 and 2)
Item 4(b) Percent of Class:
12.0% (Footnotes 2 and 3)
Item 4(c) Number of Shares as to which the Person has:
(i) Sole Power to vote or to direct the vote:
3,988,052
(ii) Shared Power to Vote or to Direct the Vote:
0 (Footnote 2)
(iii) Sole Power to Dispose or to Direct the Disposition of:
3,988,052
(iv) Shared Power to Dispose or to Direct the Disposition of:
0 (Footnote 2)
Footnote 1 Includes 1,144,290 Class A Ordinary Shares of OpenTV that are
subject to exercisable warrants. Motorola also holds
warrants to purchase and additional 512,680 Class A Ordinary
Shares of OpenTV which are currently not exercisable.
Also included in these numbers are 121,596 Class B Ordinary
Shares of OpenTV. Class B Ordinary Shares are convertible
into Class A Ordinary Shares on a share for share basis.
Footnote 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) and American Online, Inc. 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 and America Online, Inc.
Motorola disclaims beneficial ownership of the shares covered
by the Investors' Rights Agreement and beneficially owned by
MIH, SMI, Liberty Digital, America Online, Inc., and Time
Warner.
Footnote 3 Calculated pursuant to Rule 13d-3(d).
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.
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: October 31, 2000 MOTOROLA, INC.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: Executive Vice President
and Chief Financial Officer
