UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
Rule 13e-3
Transaction Statement under Section 13(e) of
the
Securities Exchange Act of 1934
(Amendment No. 10)
OPENTV
CORP.
(Name of Issuer)
KUDELSKI
INTERACTIVE CAYMAN, LTD.
KUDELSKI
INTERACTIVE USA, INC.
KUDELSKI SA
(Names of Person(s) Filing Statement)
Class A
Ordinary Shares of No Par Value
(Title of Class of Securities)
G67543101
(CUSIP Number of Class of Securities)
Lucien Gani
General Counsel, Head of Legal Affairs
Kudelski SA
22-24, Route de Genève
Case Postale 134
1033 Cheseaux, Switzerland
Tel: +41 21
732 01 01
(Name, Address and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of
Person(s) Filing Statement)
Copies to:
Jennifer DiNucci, Esq.
|
|
Francis R. Wheeler, Esq.
|
Cooley Godward Kronish LLP
|
|
Cooley Godward Kronish LLP
|
Five Palo Alto Square
|
|
380 Interlocken Crescent
|
3000 El Camino Real
|
|
Suite 900
|
Palo Alto, CA 94306-2155
|
|
Broomfield, CO 80021-8023
|
Tel: (650) 843-5000
|
|
Tel: (720) 566-4000
|
Fax: (650) 849-7400
|
|
Fax: (720) 566-4099
|
This statement is filed
in connection with (check appropriate box):
a.
o
The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b.
o
The filing of a registration statement under the Securities Act of 1933.
c.
o
A
tender offer.
d.
x
None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting
the results of the transaction:
o
CALCULATION OF FILING FEE
Transaction Valuation*
|
|
Amount of Filing Fee**
|
$26,188,360
|
|
$1,868
|
*
|
|
For the purpose
only of calculating the filing fee in accordance with Rule 0-11 under
the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act
). Calculated as
(A) the sum of (i) 15,881,422, which is the difference between
107,986,419, the number of Class A ordinary shares of no par value (
Shares
) of OpenTV Corp. (the
Company
) outstanding as of
December 31, 2009, and 92,104,997, the number of Shares beneficially
owned by Kudelski SA on such date, (ii) 1,000,127, which is the
number of Shares subject to vested and unvested options outstanding as of
December 31, 2009, excluding options that can be confirmed as having
exercise prices above the per Share redemption price, and (iii) 14,167,
which is the maximum number of Shares reserved for issuance upon exchange of
shares of the Companys subsidiary, OpenTV, Inc. (the
Subsidiary
) as of December 31,
2009, multiplied by (B) $1.55, which is the per Share redemption price.
The number of outstanding Shares, Shares subject to vested and unvested
options and Shares reserved for issuance upon exchange of shares of the
Subsidiary is as set forth in the Companys Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed with the Securities and Exchange Commission
on January 14, 2010. The filing fee paid in connection with the
redemption is in addition to the filing fee of $8,228 previously paid by
Kudelski SA and Kudelski Interactive Cayman, Ltd. in connection with the
filing by such entities with the Securities and Exchange Commission on
October 5, 2009 of a Schedule TO-T that related to the tender offer by
Kudelski Interactive Cayman, Ltd. to acquire all of the Shares not then
beneficially owned by Kudelski SA.
|
|
|
|
**
|
|
The amount of
the filing fee calculated in accordance with the Exchange Act equals $71.30
per $1,000,000. The filing fee was calculated in accordance with
Rule 0-11 under the Exchange Act and Fee Rate Advisory #4 for fiscal
year 2010, issued December 17, 2009.
|
|
|
|
x
|
|
Check box if any
part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously
Paid:
|
$1,868
|
|
Filing Party:
|
|
OpenTV Corp.
|
|
|
|
|
|
|
Form or
Registration No.:
|
Schedule 13E-3
|
|
Date Filed:
|
|
January 14,
2010
|
This Amendment No. 10
to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this
Amendment No. 10
) filed by (a) Kudelski
Interactive Cayman, Ltd., an exempted company organized under the laws of the
Cayman Islands (
Kudelski Cayman
) and an indirect
wholly-owned subsidiary of Kudelski SA, a public limited company organized
under the laws of Switzerland, (b) Kudelski Interactive USA, Inc., a
corporation incorporated under the laws of the State of Delaware (
Kudelski USA
) and an indirect wholly-owned subsidiary of
Kudelski SA, and (c) Kudelski SA amends and supplements the Tender Offer
Statement and Rule 13e-3 Transaction Statement filed under cover of
Schedule TO with the Securities and Exchange Commission (the
SEC
) on October 5, 2009 by (a) Kudelski Cayman
and (b) Kudelski SA (together with all amendments and supplements thereto,
the
Schedule TO
). The Schedule
TO related to the offer (the
Offer
) by
Kudelski Cayman to purchase all outstanding Class A ordinary shares of no
par value (
Shares
) of OpenTV
Corp., a company incorporated and registered under the laws of the British
Virgin Islands (the
Company
),
not already owned by Kudelski SA or its wholly-owned subsidiaries at a purchase
price of $1.55 per Share, net to the seller in cash, without interest and less
applicable withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated October 5, 2009 (the
Offer to Purchase
), and in the related
Letter of Transmittal. The subsequent
offering period that followed the Offer expired on November 25, 2009. This Amendment No. 10 relates to the
redemption by the Company of all of the outstanding Shares not owned by
Kudelski SA, Kudelski Cayman or Kudelski USA (the
Redemption
)
and is being filed by Kudelski SA, Kudelski Cayman or Kudelski USA to amend and
supplement the responses to the items of Schedule 13E-3 included in the
Schedule TO insofar as necessary to update such responses in connection with
the Redemption. This Amendment No. 10
includes Kudelski USA as a filing person because it will participate in the
Redemption. Kudelski USA did not
participate in the Offer. The Redemption
is one of a series of going private transactions that was initiated by
Kudelski Cayman when it commenced the Offer.
Prior to the filing of
this Amendment No. 10, the Company filed with the SEC a preliminary
redemption notice/transaction statement (the
Redemption
Notice
) relating to the Redemption.
The cross-references
below to the Redemption Notice supplement the cross-references to the Offer to
Purchase contained in the Schedule TO.
The cross-references below are being supplied pursuant to General
Instruction F to Schedule 13E-3 to show the location in the Redemption Notice
of the information required to be included in response to the items of Schedule
13E-3 in connection with the Redemption.
Item numbers refer to the corresponding items numbers of Schedule 13E-3.
Item 1. Summary Term Sheet.
The response to Item 1 of
Schedule 13E-3 set forth in the Schedule TO is hereby amended and supplemented
to incorporate by reference herein the information set forth in the Redemption
Notice under the following captions:
Questions and Answers
Summary Term Sheet
Item 2. Subject Company Information.
(a) The response to
Item 2(a) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Summary Term SheetThe
CompaniesOpenTV Corp.
(b) The response to
Item 2(b) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following captions:
Summary Term SheetThe
CompaniesOpenTV Corp.
Market For Our Class A
Ordinary Shares
2
(c) The response to
Item 2(c) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Market For Our Class A
Ordinary Shares
(d) The response to
Item 2(d) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Market For Our Class A
Ordinary Shares
(e) The filing
persons have not made any underwritten public offerings of the subject
securities that are required to be disclosed pursuant to Item 2(e) of
Schedule 13E-3.
(f) The response to
Item 2(f) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Additional Information
Regarding the Kudelski Control GroupAcquisitions of OpenTV Ordinary Shares
Item 3. Identity and Background of Filing Person.
(a) The response to
Item 3(a) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following captions:
Summary Term SheetThe
CompaniesKudelski SA
Directors, Executive
Officers and Controlling Shareholder of Kudelski
Directors and Executive
Officers of Kudelski Cayman
Directors and Executive
Officers of Kudelski USA
(b) The response to
Item 3(b) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following captions:
Summary Term SheetThe
CompaniesKudelski SA
Summary Term SheetThe
CompaniesKudelski Interactive Cayman, Ltd.
Summary Term SheetThe
CompaniesKudelski Interactive USA, Inc.
Additional Information
Regarding the Kudelski Control GroupAdditional Information
(c) The response to
Item 3(c) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following captions:
Directors, Executive
Officers and Controlling Shareholder of Kudelski
Directors and Executive
Officers of Kudelski Cayman
Directors and Executive
Officers of Kudelski USA
Additional Information
Regarding the Kudelski Control GroupAdditional Information
Item 4. Terms of the Transaction.
(a) The response to
Item 4(a) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following captions:
3
Questions and Answers
Summary Term Sheet
Special FactorsPurposes
of and Reasons for the Redemption
Special FactorsPlans
for OpenTV after the Redemption; Certain Effects of the Redemption
The
RedemptionRedemption; Redemption Price; Redemption Date
The RedemptionEffect of
the Redemption
The
RedemptionShareholder Approval not Required
The RedemptionMaterial
U.S. Federal Income Tax Consequences of the Redemption
(c) The response to
Item 4(c) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Special FactorsPlans
for OpenTV after the Redemption; Certain Effects of the Redemption
(d) The response to
Item 4(d) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following captions:
Questions and
AnswersHow do I dissent from the redemption and have the fair value of my
shares determined in accordance with the BVI Act?
Questions and
AnswersCan I dissent from the redemption if I hold Class A ordinary
shares in street name?
Summary Term
SheetDissent Rights
The RedemptionRight to
Dissent from the Redemption
Annex A to the Redemption
Notice
(e) The response to
Item 4(e) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Special
FactorsProvisions for Unaffiliated Shareholders of OpenTV
(f) Item 4(f) of
Schedule 13E-3 is not applicable to the Redemption.
Item 5. Past Contracts, Transactions, Negotiations
and Agreements.
(a) The response to
Item 5(a) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Certain Relationships
and Related Transactions
(b) and (c)
The responses to Items 5(b) and (c) of Schedule 13E-3 set forth in
the Schedule TO are hereby amended and supplemented to incorporate by reference
herein the information set forth in the Redemption Notice under the following
captions:
Summary Term
SheetRecent Developments
Special
FactorsBackground of the Transaction
Special FactorsPurposes
of and Reasons for the TransactionThe Kudelski Control Groups Purpose and
Reasons for the Redemption; Consideration of Alternatives
The RedemptionInterests
of Directors and Executive Officers in the Redemption
Certain Relationships
and Related Transactions
(e) The response to
Item 5(e) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following captions:
4
Special
FactorsBackground of the Transaction
The RedemptionInterests
of Directors and Executive Officers in the Redemption
Security Ownership of
Management and the Kudelski Control Group
Transactions in Class A
Ordinary Shares
Additional Information
Regarding the Kudelski Control GroupAcquisitions of OpenTV Ordinary Shares
Item 6. Purposes of the Transaction and Plans or
Proposals.
(a) and (c)(1) through
(8) The responses to Items 6(a) and (c)(1) through (8) of
Schedule 13E-3 set forth in the Schedule TO are hereby amended and supplemented
to incorporate by reference herein the information set forth in the Redemption
Notice under the following captions:
Questions and AnswersHow
will the redemption affect the listing of the Class A ordinary shares and
the reporting obligations of OpenTV?
Summary Term
SheetOpenTVs Purpose and Reasons for the Redemption
Summary Term SheetThe
Kudelski Control Groups Purpose and Reasons for the Redemption
Summary Term
SheetEffects of the Redemption
Special
FactorsBackground of the Transaction
Special FactorsPurposes
of and Reasons for the Transaction
Special FactorsGeneral
Effects of the Redemption
Special FactorsPlans
for OpenTV after the Redemption; Certain Effects of the Redemption
The RedemptionEffect of
the Redemption
(b) The response to
Item 6(b) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
The RedemptionEffect of
the Redemption
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) The response to
Item 7(a) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Special FactorsPurposes of and Reasons for
the Transaction
(b) and (c)
The responses to Items 7(b) and (c) of Schedule 13E-3 set forth in
the Schedule TO are hereby amended and supplemented to incorporate by reference
herein the information set forth in the Redemption Notice under the following
captions:
Special
FactorsBackground of the Transaction
Special FactorsPurposes
of and Reasons for the Transaction
(d) The response to
Item 7(d) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following captions:
Special FactorsFairness
Determination of the Kudelski Control Group
Special FactorsGeneral
Effects of the Redemption
Special FactorsPlans
for OpenTV after the Redemption; Certain Effects of the Redemption
5
Item 8. Fairness of the Transaction.
(a) through (f)
The responses to Items 8(a) through (f) of Schedule 13E-3 set forth
in the Schedule TO are hereby amended and supplemented to incorporate by
reference herein the information set forth in the Redemption Notice under the
following caption:
Special FactorsFairness
Determination of the Kudelski Control Group
Item 9. Reports, Opinions, Appraisals and
Negotiations.
(a) The response to
Item 9(a) of Schedule 13E-3 set forth in the Schedule TO is hereby amended
and supplemented to incorporate by reference herein the information set forth
in the Redemption Notice under the following caption:
Special FactorsFairness
Determination of the Kudelski Control Group
(b) and (c)
Items 9(b) and (c) of Schedule 13E-3 are not applicable to the
Redemption.
Item 10. Source and Amount of Funds or Other
Consideration.
(a) and (c)
The responses to Items 10(a) and (c) of Schedule 13E-3 set forth in
the Schedule TO are hereby amended and supplemented to incorporate by reference
herein the information set forth in the Redemption Notice under the following
captions:
Summary Term
SheetSource and Amount of Funds
The RedemptionSource
and Amount of Funds
(b) There are no
material financing conditions, alternative financing arrangements or
alternative financing plans related to the Redemption to be disclosed pursuant
to Item 10(b) of Schedule 13E-3.
(d) Item 10(d) of
Schedule 13E-3 is not applicable to the Redemption.
Item 11. Interest in Securities of the Subject Company.
(a) The response to
Item 11(a) of Schedule 13E-3 set forth in the Schedule TO is hereby
amended and supplemented to incorporate by reference herein the information set
forth in the Redemption Notice under the following caption:
Security Ownership of
Management and the Kudelski Control Group
(b) The response to
Item 11(b) of Schedule 13E-3 set forth in the Schedule TO is hereby
amended and supplemented to incorporate by reference herein the information set
forth in the Redemption Notice under the following caption:
Transactions in Class A
Ordinary Shares
Item 12. The Solicitation or Recommendation.
(d) Item 12(d) of
Schedule 13E-3 is not applicable to the Redemption.
(e) The response to
Item 12(e) of Schedule 13E-3 set forth in the Schedule TO is hereby
amended and supplemented to incorporate by reference herein the information set
forth in the Redemption Notice under the following caption:
Additional Information
Regarding the Kudelski Control GroupAdditional Information
6
Item 13. Financial Statements.
(a)(1) In response
to Item 13(a)(1) of Schedule 13E-3, the audited consolidated financial
statements of the Company as of and for the fiscal years ended December 31,
2008 and December 31, 2007, and the notes thereto, are incorporated herein
by reference to Item 8 of the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 filed by the Company on March 10,
2009. The foregoing financial statements
and the notes thereto were previously incorporated by reference into the
Schedule TO.
(a)(2) In response
to Item 13(a)(2) of Schedule 13E-3, the unaudited consolidated financial
statements of the Company for the nine months ended September 30, 2009,
and the notes thereto, are incorporated herein by reference to Part I,
Item 1 of the Companys Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2009 filed by the Company on November 4,
2009. The foregoing financial statements
and the notes thereto were previously incorporated by reference into the
Schedule TO.
(a)(3) The response
to Item 13(a)(3) of Schedule 13E-3 set forth in the Schedule TO is hereby
amended and supplemented to incorporate by reference herein the information set
forth in the Redemption Notice under the following caption:
Financial Information
(a)(4) The response
to Item 13(a)(4) of Schedule 13E-3 set forth in the Schedule TO is hereby
amended and supplemented to incorporate by reference herein the information set
forth in the Redemption Notice under the following caption:
Financial Information
(b) The pro forma
information described in Item 13(b) of Schedule 13E-3 is not material to
the Redemption.
(c) The response to
Item 13(c) of Schedule 13E-3 set forth in the Schedule TO is hereby
amended and supplemented to incorporate by reference herein the information set
forth in the Redemption Notice under the following caption:
Financial Information
Item 14. Persons/Assets Retained, Employed, Compensated
or Used.
(a) and (b)
There are no persons or corporate assets required to be disclosed by the filing
persons pursuant to Item 14(a) or (b) of Schedule 13E-3 in connection
with the Redemption.
Item 15. Additional Information.
(b) The response to
Item 15(b) of Schedule 13E-3 set forth in the Schedule TO is hereby
amended and supplemented to incorporate by reference herein the information set
forth in (i) the Redemption Notice under the caption Where You Can Find
More Information and (ii) the preliminary Notice of Redemption Pursuant
to Sections 176 and 179 of the BVI Business Company Act, 2004 (as amended)
filed by the Company with the SEC on January 14, 2010.
Item 16. Exhibits.
The exhibit index to the
Schedule TO is hereby amended and supplemented by adding the following exhibits:
(a)(3)(i)
|
|
Preliminary Redemption Notice/Transaction Statement
of OpenTV Corp. dated January 14, 2010 (incorporated by reference to
Exhibit (a)(3)(i) to Rule 13e-3 Transaction Statement on
Schedule 13E-3 of OpenTV Corp., as filed by OpenTV Corp. on January 14,
2010)
|
7
(a)(5)(x)
|
|
Preliminary Notice of Redemption Pursuant to
Sections 176 and 179 of the BVI Business Company Act, 2004 (as amended)
(incorporated by reference to Exhibit (a)(3)(ii) to Rule 13e-3
Transaction Statement on Schedule 13E-3 of OpenTV Corp., as filed by OpenTV
Corp. on January 14, 2010)
|
8
SIGNATURES
After due 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.
|
KUDELSKI
INTERACTIVE CAYMAN, LTD.
|
|
|
|
|
|
By:
|
/s/ Lucien Gani
|
|
|
Name:
|
Lucien Gani
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Date:
|
January 14,
2010
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Santino
Rumasuglia
|
|
|
Name:
|
Santino
Rumasuglia
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Date:
|
January 14,
2010
|
|
|
|
|
|
|
|
|
|
KUDELSKI SA
|
|
|
|
|
|
By:
|
/s/ Lucien Gani
|
|
|
Name:
|
Lucien Gani
|
|
|
Title:
|
General Counsel and Head
of Legal Affairs
|
|
|
|
|
|
|
Date:
|
January 14,
2010
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mauro
Saladini
|
|
|
Name:
|
Mauro Saladini
|
|
|
Title:
|
Executive Vice
President and Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
January 14,
2010
|
|
|
|
|
|
|
|
|
|
KUDELSKI
INTERACTIVE USA, INC.
|
|
|
|
|
|
By:
|
/s/ Lucien Gani
|
|
|
Name:
|
Lucien Gani
|
|
|
Title:
|
President and
Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
January 14,
2010
|
9
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
(a)(1)(i)
|
|
Offer to Purchase dated October 5, 2009*
|
|
|
|
(a)(1)(ii)
|
|
Letter of Transmittal*
|
|
|
|
(a)(1)(iii)
|
|
Notice of Guaranteed Delivery*
|
|
|
|
(a)(1)(iv)
|
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies,
Custodians, and Other Nominees*
|
|
|
|
(a)(1)(v)
|
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies, Custodians and Other Nominees*
|
|
|
|
(a)(1)(vi)
|
|
Instructions for Completing Substitute Form W-9*
|
|
|
|
(a)(1)(vii)
|
|
Instructions for Completing Substitute Form W-8BEN*
|
|
|
|
(a)(1)(viii)
|
|
Summary Advertisement*
|
|
|
|
(a)(1)(ix)
|
|
Press Release issued by Kudelski Group, dated October 5, 2009*
|
|
|
|
(a)(1)(x)
|
|
Excerpts from Kudelski SA Transaction Website*
|
|
|
|
(a)(1)(xi)
|
|
Letter to OpenTV Corp. Shareholders from Kudelski Group, dated
October 13, 2009*
|
|
|
|
(a)(1)(xii)
|
|
Press Release issued by Kudelski Group, dated October 26, 2009*
|
|
|
|
(a)(1)(xiii)
|
|
Letter to OpenTV Corp. Shareholders from Kudelski Group, dated
October 30, 2009*
|
|
|
|
(a)(1)(xiv)
|
|
Press Release issued by Kudelski Group, dated October 30, 2009*
|
|
|
|
(a)(1)(xv)
|
|
Press Release issued by Kudelski Group, dated November 2, 2009*
|
|
|
|
(a)(1)(xvi)
|
|
Press Release issued by Kudelski Group, dated November 3, 2009*
|
|
|
|
(a)(1)(xvii)
|
|
Press Release issued by Kudelski Group, dated November 9, 2009*
|
|
|
|
(a)(1)(xviii)
|
|
Press Release issued by Kudelski Group, dated November 13, 2009*
|
|
|
|
(a)(1)(xix)
|
|
Press Release issued by Kudelski Group, dated November 23, 2009*
|
|
|
|
(a)(1)(xx)
|
|
Press Release issued by Kudelski Group, dated November 27, 2009*
|
|
|
|
(a)(3)(i)
|
|
Preliminary
Redemption Notice/Transaction Statement of OpenTV Corp. dated January 14,
2010 (incorporated by reference to Exhibit (a)(3)(i) to
Rule 13e-3 Transaction Statement on Schedule 13E-3 of OpenTV Corp., as
filed by OpenTV Corp. on January 14, 2010)
|
|
|
|
(a)(5)(i)
|
|
Complaint of Charles Michael Foley against Kudelski SA, Kudelski
Interactive Cayman, Ltd., and André Kudelski, filed in the Superior Court of
the State of California, County of San Francisco, and dated October 8,
2009*
|
|
|
|
(a)(5)(ii)
|
|
Kudelski Group Investor Presentation, dated October 2009*
|
|
|
|
(a)(5)(iii)
|
|
Supplemental Excerpt from Kudelski SA Transaction Website*
|
|
|
|
(a)(5)(iv)
|
|
Complaint of Salvatore L. Giordano against OpenTV Corp., André
Kudelski, Nigel Bennett, Joseph Deiss, Lucien Gani, Alex Osadzinski, Pierre
Roy, Mauro Saladini, James A. Chiddix,
|
10
|
|
Clause Smadja, Jerry Machovina, Kudelski SA, and Kudelski Interactive
Cayman, Ltd., filed in the United States District Court for the Northern
District of California, and dated October 23, 2009*
|
|
|
|
(a)(5)(v)
|
|
Complaint of Joseph Weiss against Kudelski SA, Kudelski Interactive
Cayman, Ltd., and André Kudelski, filed in the United States District Court
for the Northern District of California, and dated October 26, 2009*
|
|
|
|
(a)(5)(vi)
|
|
Supplemental Excerpt from Kudelski SA Transaction Website*
|
|
|
|
(a)(5)(vii)
|
|
Complaint of Douglas Grimes against Kudelski SA, Kudelski Interactive
Cayman, Ltd., and André Kudelski, filed in the United States District Court
for the Northern District of California, and dated November 2, 2009*
|
|
|
|
(a)(5)(viii)
|
|
Supplemental Excerpt from Kudelski SA Transaction Website*
|
|
|
|
(a)(5)(ix)
|
|
Supplemental Excerpt from Kudelski SA Transaction Website*
|
|
|
|
(a)(5)(x)
|
|
Preliminary
Notice of Redemption Pursuant to Sections 176 and 179 of the BVI Business
Company Act, 2004 (as amended) (incorporated by reference to Exhibit (a)(3)(ii) to
Rule 13e-3 Transaction Statement on Schedule 13E-3 of OpenTV Corp., as
filed by OpenTV Corp. on January 14, 2010)
|
|
|
|
(b)
|
|
Credit Facility Agreement, dated as of October 3, 2009, by and
among Kudelski SA, Kudelski Interactive USA, Inc., Credit Suisse, as
facility agent, lender, and arranger, and Banque Cantonale Vaudoise, as
lender and arranger*
|
|
|
|
(c)
|
|
None
|
|
|
|
(d)(i)
|
|
Share Purchase Agreement, dated as of October 18, 2006, by and
among Liberty Media Corporation, Liberty IATV, Inc., Liberty IATV
Holdings, Inc., Kudelski SA, Kudelski Interactive USA, Inc., and
Kudelski Interactive Cayman, Ltd. (incorporated by reference to
Exhibit 7(i) to Amendment No. 3 to the Schedule 13D of Liberty
Media Corporation with respect to Class A Ordinary Shares of OpenTV
Corp. filed on October 20, 2006)*
|
|
|
|
(d)(ii)
|
|
OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Annex A
to the 2005 Proxy Statement on Schedule 14A of OpenTV Corp., as filed by
OpenTV Corp. on October 14, 2005)*
|
|
|
|
(d)(iii)
|
|
Form of Independent Director Stock Option Agreement for OpenTV
Corp. 2005 Incentive Plan (incorporated by reference to Exhibit 4.5 to
the Registration Statement on Form S-8 of OpenTV Corp., as filed by
OpenTV Corp. on December 21, 2005)*
|
|
|
|
(f)
|
|
Sections 176 and 179 of the BVI Business Companies Act, 2004, as
amended (included as Schedule C to the Offer to Purchase)*
|
|
|
|
(g)
|
|
None
|
|
|
|
(h)
|
|
None
|
* Previously filed
11
Opentv (NASDAQ:OPTV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Opentv (NASDAQ:OPTV)
Historical Stock Chart
From Jul 2023 to Jul 2024