0001104659-09-037332.txt : 20090609 0001104659-09-037332.hdr.sgml : 20090609 20090609091620 ACCESSION NUMBER: 0001104659-09-037332 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20090609 DATE AS OF CHANGE: 20090609 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPENTV CORP CENTRAL INDEX KEY: 0001096958 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 980212376 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58285 FILM NUMBER: 09880987 BUSINESS ADDRESS: STREET 1: ABBOTT BUILDING STREET 2: MOUNT STREET TORTOLA CITY: ROAD TOWN COUNTY BUSINESS PHONE: 6504295500 MAIL ADDRESS: STREET 1: ABBOTT BUILDING STREET 2: MOUNT STREET TORTOLA CITY: ROAD TOWN COUNTRY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 a09-15249_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

OpenTV Corp.

(Name of Issuer)

Class A ordinary shares, no par value

(Title of Class of Securities)

G67543101

(CUSIP Number)

Daniel J. Donoghue

Discovery Group I, LLC

191 North Wacker Drive

Suite 1685

Chicago, Illinois 60606

(312) 265-9600

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

June 8, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* 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 the 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. G67543101

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Discovery Equity Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power - 0 -

			8.	Shared Voting Power 10,567,654

			9.	Sole Dispositive Power - 0 -

			10.	Shared Dispositive Power 10,567,654

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,567,654

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 9.8%

	14.	Type of Reporting Person PN

CUSIP No. G67543101

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Discovery Group I, LLC

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power - 0 -

			8.	Shared Voting Power 12,310,736

			9.	Sole Dispositive Power - 0 -

			10.	Shared Dispositive Power 12,310,736

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,310,736

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 11.4%

	14.	Type of Reporting Person OO

CUSIP No. G67543101

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Daniel J. Donoghue

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power - 0 -

			8.	Shared Voting Power 12,310,736

			9.	Sole Dispositive Power - 0 -

			10.	Shared Dispositive Power 12,310,736

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,310,736

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 11.4%

	14.	Type of Reporting Person IN

CUSIP No. G67543101

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Michael R. Murphy

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power - 0 -

			8.	Shared Voting Power 12,310,736

			9.	Sole Dispositive Power - 0 -

			10.	Shared Dispositive Power 12,310,736

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,310,736

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 11.4%

	14.	Type of Reporting Person IN

Item 1. Security and Issuer

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Class A ordinary shares, no par value (the “Class A Shares”), of OpenTV Corp., a company incorporated in the British Virgin Islands (the “Company”), which has its principal executive offices at 275 Sacramento Street, San Francisco, California 94111. This Amendment No. 2 amends and supplements, as set forth below, the information contained in Item 4 of the Schedule 13D filed by the Reporting Persons with respect to the Company on December 18, 2008, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on April 2, 2009 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 2.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented to add the following:

On June 8, 2009, the Reporting Persons sent a letter to the Company’s board of directors (the “Board”) proposing that OpenTV offer to repurchase all of the Company’s shares currently owned by Kudelski SA (“Kudelski”) for $1.35 per share. The Reporting Person’s recommendation follows a recently concluded process by which Kudelski attempted, but failed, to take full ownership of the Company. In the letter, the Reporting Persons express their view that recent disclosures by Kudelski suggest that its primary ambition is to maintain unfettered access to excessive idle cash at OpenTV, amounting to $114.2 million at March 31, 2009, in order to pursue large-scale acquisitions and capital spending projects for the benefit of Kudelski’s global enterprise. Because the Reporting Persons believe these acquisitions would not serve the best interests of OpenTV’s U.S. shareholders, which hold a majority economic stake of 68%, the Reporting Persons suggest that a better alternative would be for OpenTV to use about half its available cash to buy-out Kudelski for approximately $60 million. This transaction presumably would provide Kudelski with the funds it needs for its own expansion while leaving OpenTV with enough residual liquidity to safely operate its business and to fund its promising growth opportunities. The Reporting Persons also express their belief that the repurchase of all of the Company’s shares held by Kudelski would allow the Company to restructure the Board and allow management to set the strategic direction of the company on a course that maximizes the risk-reward opportunity for its U.S. public shareholders. On June 9, 2009, the Reporting Persons also issued a press release with respect to these matters. Copies of the letter to the Board and the press release are attached as Exhibit 4 and Exhibit 5, respectively, to this Schedule 13D and are incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

1.	Joint Filing Agreement, dated as of June 9, 2009, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

2.	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008 (previously filed as Exhibit 2 to the Schedule 13D filed December 18, 2008).

3.	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008 (previously filed as Exhibit 3 to the Schedule 13D filed December 18, 2008).

4.	Letter to the Board of Directors of OpenTV Corp., dated June 8, 2009.

5.	Discovery Group press release, dated June 9, 2009.

SIGNATURES

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: June 9, 2009

DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.

By:	Michael R. Murphy*
	Name:	Michael R. Murphy
	Title:	Managing Member

Daniel J. Donoghue*
Name: Daniel J. Donoghue

Michael R. Murphy*
Name: Michael R. Murphy


*By:	/s/ Mark Buckley
	Name:	Mark Buckley
	Title:	Attorney-in-Fact for Daniel J. Donoghue
		Attorney-in-Fact for Michael R. Murphy

EXHIBIT INDEX

1.	Joint Filing Agreement, dated as of June 9, 2009, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

2.	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008 (previously filed as Exhibit 2 to the Schedule 13D filed December 18, 2008).

3.	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008 (previously filed as Exhibit 3 to the Schedule 13D filed December 18, 2008).

4.	Letter to the Board of Directors of OpenTV Corp., dated June 8, 2009.

5.	Discovery Group press release, dated June 9, 2009.

EX-99.1 2 a09-15249_1ex99d1.htm EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.

Dated: June 9, 2009

	DISCOVERY GROUP I, LLC
	for itself and as general partner of
	DISCOVERY EQUITY PARTNERS, L.P.


	By	Michael R. Murphy*
		Michael R. Murphy
		Managing Member


	Daniel J. Donoghue*
	Daniel J. Donoghue


	Michael R. Murphy*
	Michael R. Murphy


	*By:	/s/ Mark Buckley
		Mark Buckley
		Attorney-in-Fact for Daniel J. Donoghue
		Attorney-in-Fact for Michael R. Murphy

EX-99.4 3 a09-15249_1ex99d4.htm EX-99.4

Exhibit 4

	Daniel J. Donoghue
	Managing Partner
	1 312 265 9604
	ddonoghue@thediscoverygroup.com

June 8, 2009

The Board of Directors

c/o Mr. Mark Beariault, Corporate Secretary

OpenTV Corp.

275 Sacramento Street

San Francisco, CA 94111

Dear Directors:

Discovery Group is the largest independent investor in OpenTV, owning 11.4% of the outstanding Class A shares. We are writing to express our support for the Special Committee’s rejection of the unsolicited offer from Kudelski Group (“Kudelski”) to acquire the shares it does not already own for $1.35 per share. Based on this low offer price, and particularly apparent in Kudelski’s scathing assessment of OpenTV in its June 4, 2009 public response to the Special Committee’s rejection, we believe that Kudelski Group and Andre Kudelski do not see the inherent opportunity and value in OpenTV’s business and lack confidence in OpenTV’s management team and employees. This is a terribly disturbing state of affairs given that Kudelski Group is OpenTV’s controlling shareholder and Andre Kudelski is the Chairman of OpenTV’s Board of Directors.

A potential resolution of this matter that we would like the Board to consider is a buy-out by OpenTV of Kudelski’s ownership interest at the same $1.35 price per share that it expected our Board to accept. OpenTV has an idle cash balance of $114.2 million as of March 31, 2009. The cost to purchase all of Kudelski’s 44.6 million shares, representing a 32% minority economic stake, at $1.35 per share would be $60.2 million, leaving OpenTV with more than enough residual liquidity to safely operate its business and fund its growth initiatives.

Such a transaction would alleviate the multiple conflicts of interest that have haunted OpenTV since Kudelski acquired its initial strategic investment in January 2007. As we discuss in our recent shareholder proposal that seeks to return a small portion of OpenTV’s excess cash to shareholders through a share repurchase plan, which will appear in OpenTV’s forthcoming proxy statement, we have serious concerns that OpenTV’s hoard of cash has been earmarked as an acquisition war chest to serve the global business ambitions of Kudelski Group rather than to meet the investment objectives of all the OpenTV shareholders. We believe that Kudelski’s disregard for the interests of OpenTV’s independent U.S. public shareholders was made fully apparent in two recent incidents:

191 N. Wacker Drive, Suite 1685, Chicago, IL 60606

Discovery Group meeting with Kudelski Group executives on March 26, 2009:

At this meeting Discovery representatives were informed verbally and in writing that “Kudelski intends to direct OpenTV to invest an incremental $100-150 million over three years (organic and via acquisitions) to sustain competitive differentiation and a higher revenue growth rate,” and that “Given the significant investments required, Open TV has limited excess cash and will not issue a special dividend nor pursue share buybacks under any circumstances.”

Kudelski Group press release of June 4, 2009:

“Kudelski intends to advocate through its board representation that OpenTV substantially increase its investment in next-generation solutions, mainly organically but also potentially through acquisitions, which will require a substantial portion of OpenTV’s currently available cash resources.”

OpenTV’s shareholders rightfully expect such decisions with respect to the use of the shareholders’ cash to be made by its Board of Directors, not by one major shareholder according to its own self-interests. If Kudelski wishes to pursue risky, large-scale acquisitions, this buy-out proposal will provide the funding Kudelski needs without jeopardizing the U.S. shareholders’ interests.

Additionally, the buy-out of Kudelski’s interest would allow OpenTV to reconfigure its Board with truly independent directors with no links to Kudelski Group, Kudelski customers, or the Swiss government. As an independent public company, management would be free to set the strategic direction of OpenTV on a course that maximizes the risk-reward opportunity for its U.S. public shareholders. To the extent that OpenTV continues to struggle with the unique valuation challenges of a micro-cap public company, the absence of Kudelski provides the opportunity for other potential suitors of OpenTV that have been artificially blocked by Kudelski’s position, but would appreciate OpenTV’s inherent value to a greater extent than Kudelski has exhibited.

Please give this proposal serious consideration. This Board’s next few steps will speak volumes as to its true constitution. We are perplexed by the fact that it took the Special Committee over three months to arrive at what we believe to be the obvious and simple conclusion that Kudelski’s $1.35 per share offer was inadequate. We anticipate that many OpenTV shareholders feel the same. We are even more dismayed by Kudelski’s press release that we believe is highly derogatory of OpenTV and comes on the heels of a lengthy due diligence process that presumably was conducted under an agreement of confidentiality. This is all to say that we hope that the bizarre circumstances of this process were not simply a grand design to portray the OpenTV directors as independent, while they serve as straw-men to rubber-stamp Kudelski’s deployment of OpenTV’s cash for Kudelski’s selfish aims.

If Kudelski insists that OpenTV is not worth more than $1.35 per share, it should be willing to sell its shares back to OpenTV for that same price. Otherwise, we believe Kudelski’s true intent could only be to control the large cash balance at OpenTV for Kudelski’s benefit without regard for the interests of the independent U.S. shareholders. If that is the case, all the OpenTV directors must reassess their ability to meet their fiduciary duty to the company’s shareholders.

Respectfully submitted,


DISCOVERY GROUP I, LLC

By:	/s/ Daniel J. Donoghue
	Daniel J. Donoghue
	Managing Member

EX-99.5 4 a09-15249_1ex99d5.htm EX-99.5

Exhibit 5

For Immediate Release

Tuesday, June 9, 2009

Discovery Recommends That OpenTV Buy-Out Kudelski Group’s Interest

Chicago, IL — Discovery Group, the largest independent shareholder of OpenTV, sent a letter to the Board of Directors proposing that OpenTV offer to repurchase Kudelski Group’s 32% economic stake for $1.35 per share. Discovery’s recommendation follows a recently concluded process by which Kudelski attempted, but failed, to take full ownership of OpenTV.

On February 27, 2009 Kudelski made an unsolicited offer to acquire approximately 93.5 million shares of OpenTV that it does not own for $1.35 per share, or about $130 million. The Special Committee of OpenTV’s Board, charged with evaluating the offer, deemed that Kudelski’s bid did not represent fair value and issued a formal rejection on June 2, 2009. In its own tersely worded response on June 4, 2009, Kudelski accused the Special Committee of relying on “an overly optimistic and unrealistic outlook on both OpenTV’s future business prospects and the business as a whole.” In Discovery’s letter to the OpenTV Board it indicated that Kudelski’s low offer price and its derogatory assessment of OpenTV’s prospects lead Discovery to believe that “Kudelski Group and Andre Kudelski do not see the inherent opportunity and value in OpenTV’s business and lack confidence in OpenTV’s management team and employees.” Discovery went on to call this “a terrible state of affairs given that Kudelski Group is OpenTV’s controlling shareholder, through its special voting rights, and Andre Kudelski is the Chairman of OpenTV’s Board of Directors.”

Discovery’s letter points to recent disclosures by Kudelski that suggest that its primary ambition is to maintain unfettered access to excessive idle cash at OpenTV, amounting to $114.2 million at March 31, 2009, in order to pursue large-scale acquisitions and capital spending projects for the benefit of Kudelski’s global enterprise. Because Discovery believes these acquisitions would not serve the best interests of OpenTV’s U.S. shareholders, which hold a majority economic stake of 68%, Discovery suggests that a better alternative would be for OpenTV to use about half its available cash to buy-out Kudelski for approximately $60 million. This transaction presumably would provide Kudelski with the funds it needs for its own expansion while leaving OpenTV with more than enough residual liquidity to safely operate its business and to fund its promising growth opportunities.

“Our proposal would alleviate the multiple conflicts of interest that have haunted OpenTV since Kudelski became involved with the company,” said Dan Donoghue, Managing Partner at Discovery Group. Kudelski acquired its initial strategic investment in January 2007 at a cost of $3.60 per share. Since then several directors have been added to the Board by Kudelski that Discovery believes lack adequate independence. This buy-out would allow OpenTV to restructure its Board and free management to set the strategic direction of the company on a course that maximizes the risk-reward opportunity for its U.S. public shareholders.

About The Discovery Group

Discovery Group is a merchant banking firm that manages private partnerships in highly specialized investment strategies and conducts corporate merger and advisory services. The business was founded in 2002 and is based in Chicago. Investors in these funds include several large university endowments, nationally-recognized charitable foundations and a variety of trusts, family offices and wealth advisors. Discovery’s corporate finance expertise extends to public and private companies in a broad range of industries.

Contact:

Meghan O’Callaghan

The Discovery Group

312-265-9596

mocallaghan@thediscoverygroup.com

- End -

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