-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wk913E9ZGgQE2orc51tPYKlJ17bvY+4DzIB57ctxEGaoFERSBgtt8aqLn9Qg1Fp7 TNvaE7LPSAOKjgy6gmOwEA== 0001104659-08-010645.txt : 20080214 0001104659-08-010645.hdr.sgml : 20080214 20080214152106 ACCESSION NUMBER: 0001104659-08-010645 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58285 FILM NUMBER: 08614319 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 13G/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 13G/A 1 a08-5614_3sc13ga.htm SC 13G/A

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 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
Discovery Equity Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

 

6.

Shared Voting Power
10,284,152

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
10,284,152

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,284,152

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

1



 

CUSIP No. G67543101

 

 

1.

Names of Reporting Persons
Discovery Group I, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

 

6.

Shared Voting Power
11,972,644

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
11,972,644

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,972,644

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2



 

CUSIP No. G67543101

 

 

1.

Names of Reporting Persons
Daniel J. Donoghue

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

 

6.

Shared Voting Power
11,972,644

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
11,972,644

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,972,644

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.9%

 

 

12.

Type of Reporting Person (See Instructions)
 IN

 

3



 

CUSIP No. G67543101

 

 

1.

Names of Reporting Persons
Michael R. Murphy

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

 

6.

Shared Voting Power
11,972,644

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
11,972,644

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,972,644

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5



 

Item 1.

 

(a)

Name of Issuer
OpenTV Corp.

 

(b)

Address of Issuer’s Principal Executive Offices
275 Sacramento Street, San Francisco, California 94111

 

Item 2.

 

(a)

Name of Person Filing
Discovery Equity Partners, L.P.  (“Discovery Partners”)

Discovery Group I, LLC, the general partner of Discovery Partners (“Discovery Group”)

Daniel J. Donoghue, a Managing Member of Discovery Group

Michael R. Murphy, a Managing Member of Discovery Group

 

(b)

Address of Principal Business Office or, if none, Residence
Discovery Partners, Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at:

191 North Wacker Drive, Suite 1685, Chicago, Illinois  60606

 

(c)

Citizenship
Discovery Partners is an Illinois limited partnership

Discovery Group is a Delaware limited liability company

Mr. Donoghue and Mr. Murphy are U.S. citizens

 

(d)

Title of Class of Securities
Class A ordinary shares, no par value

 

(e)

CUSIP Number
G67543101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable.

 

6



Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Discovery Partners – 10,284,152

Discovery Group – 11,972,644

Mr. Donoghue – 11,972,644

Mr. Murphy – 11,972,644

 

(b)

Percent of class:   

Discovery Partners – 9.4%

Discovery Group – 10.9%

Mr. Donoghue – 10.9%

Mr. Murphy – 10.9%

The foregoing percentages are based on 109,579,861 Class A ordinary shares of the Issuer identified in Item 1 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.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

None

 

 

(ii)

Shared power to vote or to direct the vote    

Discovery Partners –10,284,152

Discovery Group – 11,972,644

Mr. Donoghue – 11,972,644

Mr. Murphy – 11,972,644

 

 

(iii)

Sole power to dispose or to direct the disposition of   

None

 

 

(iv)

Shared power to dispose or to direct the disposition of    

Discovery Partners – 10,284,152

Discovery Group – 11,972,644

Mr. Donoghue – 11,972,644

Mr. Murphy – 11,972,644

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The shares reported herein have been acquired on behalf of discretionary clients of Discovery Group, including Discovery Partners.  Such discretionary clients are entitled to receive all dividends from, and proceeds from the sale of, those shares.  Except for Discovery Partners, none of those discretionary clients, to the knowledge of Discovery Partners, Discovery Group, Mr. Donoghue or Mr. Murphy, has an economic interest in more than 5% of the class.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice 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.

 

7



 

 

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.

 

 

 

 

February 14, 2008

 

 

Date

 

 

 

 

 

DISCOVERY GROUP I, LLC,

 

 

for itself and as general partner of

 

 

DISCOVERY EQUITY PARTNERS, L.P.

 

 

 

 

 

 

 

 

Michael R. Murphy*

 

 

Signature

 

 

 

 

 

Michael R. Murphy, Managing Member

 

 

Name/Title

 

 

 

 

 

 

 

 

Daniel J. Donoghue*

 

 

Signature

 

 

 

 

 

Daniel J. Donoghue

 

 

Name/Title

 

 

 

 

 

 

 

 

Michael R. Murphy*

 

 

Signature

 

 

 

 

 

Michael R. Murphy

 

 

Name/Title

 

 

 


 

 

*By: /s/ Robert M. McLennan

 

 

Robert M. McLennan

 

 

Attorney-in-Fact for Daniel J. Donoghue

 

 

Attorney-in-Fact for Michael R. Murphy

 

8



 

Exhibit Index

 

Exhibit 1

Joint Filing Agreement dated as of February 14, 2008, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

 

 

 

Exhibit 2

Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006

 

 

 

 

Exhibit 3

Power of Attorney of Michael R. Murphy, dated as of August 24, 2006

 

 

9


EX-1 2 a08-5614_3ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to the joint filing of the Amendment No. 2 to the Schedule 13G to which this Agreement is attached.

 

Dated:    February 14, 2008

 

 

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/ Robert M. McLennan

 

 

Robert M. McLennan

 

 

Attorney-in-Fact for Daniel J. Donoghue

 

 

Attorney-in-Fact for Michael R. Murphy

 


EX-2 3 a08-5614_3ex2.htm EX-2

EXHIBIT 2

 

POWER OF ATTORNEY

 

The undersigned, Daniel J. Donoghue, hereby appoints Robert M. McLennan his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

 

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 24 day of August, 2006.

 

 

 

 

 

/s/ Daniel J. Donoghue

 

 

 

Daniel J. Donoghue

 

 

STATE OF ILLINOIS

)

 

) SS.

COUNTY OF COOK

)

 

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

 

Given under my hand and notarial seal, this 24th day of August, 2006.

 

 

 

/s/ Kareema M. Cruz

 

Notary Public

 


EX-3 4 a08-5614_3ex3.htm EX-3

EXHIBIT 3

 

POWER OF ATTORNEY

 

The undersigned, Michael R. Murphy, hereby appoints Robert M. McLennan his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

 

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 24 day of August, 2006.

 

 

 

 

 

/s/ Michael R. Murphy

 

 

 

Michael R. Murphy

 

 

STATE OF ILLINOIS

)

 

 

 

 

) SS.

 

 

 

COUNTY OF COOK

)

 

 

 

 

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

 

Given under my hand and notarial seal, this 24th day of August, 2006.

 

 

 

/s/ Kareema M. Cruz

 

Notary Public

 


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