- Current report filing (8-K)
February 24 2010 - 1:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 24, 2010
OPENTV CORP.
(Exact name of registrant as specified
in its charter)
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British Virgin Islands
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001-15473
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98-0212376
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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275 Sacramento Street
San Francisco, California 94111
(Address of principal executive offices and zip code)
Registrants
telephone number, including area code: (415) 962-5000
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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On
February 24, 2010, OpenTV Corp. (
OpenTV
) issued a press release announcing that it is redeeming all of its outstanding Class A ordinary shares, other than any such shares held by its controlling shareholder, Kudelski SA,
and two of its subsidiaries, for $1.55 per share, without interest and less applicable withholding taxes. OpenTV intends to complete the redemption at 5:00 p.m., New York City time, on March 26, 2010.
The press release, filed as Exhibit No. 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.
In addition, on February 24, 2010, OpenTV notified the NASDAQ Stock Market of its intent pursuant to NASDAQ Marketplace Rule 5840(j) to
voluntarily delist its Class A ordinary shares from The NASDAQ Global Market effective upon completion of the redemption on March 26, 2010. OpenTV intends to file a Form 25 with the Securities and Exchange Commission in order to effect the
voluntary delisting of its Class A ordinary shares. The foregoing actions were authorized by the board of directors of OpenTV at a meeting held on February 22, 2010.
Item 9.01.
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Financial Statements and Exhibits.
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(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibits
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Exhibit
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Description
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99.1
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Press Release dated February 24, 2010
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2
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.
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OPENTV CORP.
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Date: February 24, 2010
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By:
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/s/ Mark
Beariault
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Name:
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Mark Beariault
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Title:
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General Counsel
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3
EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Press Release dated February 24, 2010
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4
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