OPTV Opentv (MM)

13D

CUSIP No.: G675431

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13D

CUSIP No.: G675431

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THE PURPOSE OF THIS AMENDMENT NO. 1 TO SCHEDULE 13D IS TO AMEND THE OWNERSHIP REPORTS OF THE REPORTING PERSONS. THE INFORMATION BELOW SUPPLEMENTS THE INFORMATION PREVIOUSLY PROVIDED.

This Schedule 13D relates to the Class A ordinary shares of OpenTV Corp., a corporation incorporated in the British Virgin Islands (“OpenTV” or the “Issuer”). This Schedule 13D also relates to the Class A Ordinary shares issuable upon conversion of Class B ordinary shares of OpenTV. The address of the principal executive offices of OpenTV is 275 Sacramento Street, San Francisco, California 94111.

This Schedule 13D is being jointly filed under Section 13 of the Act, by Kudelski SA and André Kudelski (the “Reporting Persons”).

Kudelski SA may be deemed to be the beneficial owner of Class A ordinary shares of the Issuer held of record by Kudelski Cayman, an indirect wholly owned subsidiary of Kudelski SA. Kudelski SA may also be deemed to be the beneficial owner of Class A ordinary shares issuable upon conversion of Class B ordinary shares of the Issuer held of record by Kudelski US, an indirect wholly owned subsidiary of Kudelski SA. The Class A ordinary shares and Class B ordinary shares held by Kudelski SA, Kudelski Cayman and Kudelski US are referred to hereinafter as the “Purchased Shares.” André Kudelski controls the majority of the voting interest in Kudelski SA and accordingly may also be deemed to be the beneficial owner of the Purchased Shares.

Kudelski SA is a company organized under the laws of Switzerland. Kudelski SA is a global provider of digital security technologies. Kudelski SA’s technologies are used in a wide range of applications requiring access control and rights management, whether for securing transfer of information (digital television, broadband Internet, video-on-demand, interactive applications, etc.) or to control and manage access of people or vehicles to sites and events. The principal business address of Kudelski SA is 22-24, Route de Genève, Case Postale 134, 1033 Cheseaux, Switzerland.

André Kudelski, a citizen of Switzerland, is the Chairman and Chief Executive Officer of Kudelski SA. Mr. Kudelski’s business address is 22-24, Route de Genève, Case Postale 134, 1033 Cheseaux, Switzerland.

The following information concerning each director, executive officer, and controlling person of Kudelski SA is set forth on Schedule 1 : (i) name; (ii) residence or business address; (iii) principal occupation or employment and the name and principal business address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.

During the last five years, neither the Reporting Persons nor any person named in Schedule 1 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither the Reporting Persons nor any person named in Schedule 1 was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The source of funds used for the purchase of the Issuer’s securities was the working capital of the Reporting Persons. The aggregate funds used by the Reporting Persons to make the purchases of additional Class A ordinary shares subsequent to the filing of the Schedule 13D by the Reporting Person on January 16, 2007 was $6,357,425.61.

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The purpose of the acquisition of securities of the Issuer by Kudelski SA and its subsidiaries is to acquire control of the Issuer. Upon the completion of these purchases, Kudelski SA beneficially owns 5,937,516 Class A ordinary shares of the Issuer and indirectly, through its indirect wholly owned subsidiary Kudelski Cayman, beneficially owns 6,533,951 Class A ordinary shares of the Issuer and through its indirect wholly owned subsidiary Kudelski US beneficially owns 30,206,154 Class B ordinary shares of the Issuer. Each Class A ordinary share has one vote per share and each Class B ordinary share has ten votes per share. Except as expressly provided in the Issuer’s Memorandum of Association or Articles of Association, or as required by applicable law or the terms of any outstanding series of preference shares of the Issuer, the holders of Class A ordinary shares and Class B ordinary shares vote together as one class on all matters presented to shareholders of the Issuer for their approval.

The Class A ordinary shares and Class B ordinary shares beneficially owned by Kudelski SA represent approximately 30.5% of the ordinary shares of the Issuer and approximately 76.4% of the total voting power of the ordinary shares of the Issuer, based upon information provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 with respect to the number of ordinary shares outstanding as of September 30, 2007. As a result of its beneficial ownership of shares of the Issuer and the voting power attributable thereto, Kudelski SA has the ability to elect all of the members of the Issuer’s board of directors and, subject to applicable law, to otherwise generally direct the business and affairs of the Issuer, including the power to approve mergers and other extraordinary corporate transactions and amendments to the Issuer’s Memorandum of Association and Articles of Association.

Other than as described in this Item 4, Kudelski SA currently has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or any of its subsidiaries; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (f) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (i) any action similar to any of those enumerated above.

(a) Kudelski SA may be deemed to be the beneficial owner of 12,471,467 Class A ordinary shares and 30,206,154 Class B ordinary shares of the Issuer. The Class B ordinary shares are convertible at any time into an equal number of Class A ordinary shares. Based upon 109,579,861 Class A ordinary shares and 30,206,154 Class B ordinary shares of the Issuer issued and outstanding as of September 30, 2007 (as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007), and assuming the conversion of 30,206,154 Class B ordinary shares held by Kudelski US into the same number of Class A ordinary shares, Kudelski SA beneficially owns approximately 30.3% of the Class A ordinary shares of the Issuer, calculated in accordance with Rule 13d-3(d)(1) under Section 13 of the Act. André Kudelski may also be deemed to be the beneficial owner of the Purchased Shares through his control of a majority of the voting securities of Kudelski SA.

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Except as described in this Schedule 13D, none of the persons listed on Schedule 1 beneficially owns any Class A ordinary shares of the Issuer.

(b) Kudelski SA may be deemed to have the sole power to direct the vote as to, and to direct the disposition of, 42,677,621 Class A ordinary shares of the Issuer. This includes 5,937,516 Class A ordinary shares of the Issuer held by Kudelski SA, 6,533,951 Class A ordinary shares of the Issuer held by Kudelski Cayman and 30,206,154 Class A ordinary shares of the Issuer issuable upon conversion of the same number of Class B ordinary shares of the Issuer held by Kudelski US. André Kudelski may also be deemed to have the sole power to direct the vote as to, and to direct the disposition of, the Purchased Shares through his control of a majority of the voting securities of Kudelski SA.

Except as described in this Schedule 13D, none of the persons listed on Schedule 1 has the power to direct the vote as to, or to direct the disposition of, any Class A ordinary shares of the Issuer.

(c) During the sixty days preceding the date of this Report, the Reporting Persons purchased the following Class A ordinary shares in the open market:

(d) The Reporting Persons do not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A ordinary shares of the Issuer beneficially owned by the Reporting Persons.

(e) Not applicable.

Other than as described elsewhere in this Report and as previously reported, the Reporting Persons have no understandings, arrangements, relationships or contracts relating to the Issuer’s securities which are required to be described hereunder.

None.

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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.

Dated: December 5, 2007

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SCHEDULE 1

DIRECTORS AND EXECUTIVE OFFICERS OF KUDELSKI SA

The name and present principal occupation of each director and executive officer of Kudelski SA are set forth below. The business address for each named person is: c/o Kudelski SA, 22-24, Route de Genève, Case Postale 134, 1033 Cheseaux, Switzerland 1515.

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