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): May 30, 2006
OPENTV CORP.
(Exact name of registrant as specified in its charter)
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| British Virgin Islands | | 001-15473 | | 98-0212376 |
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| (State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
| incorporation or organization) | | File Number) | | Identification No.) |
275 Sacramento Street
San Francisco, California 94111
(Address of principal executive offices and zip code)
Registrant’s 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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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On May 30, 2006, OpenTV, Inc., the registrant’s operating subsidiary, executed a separation agreement with Wesley Hoffman, its Executive Vice President and Managing Director of North American Cable. Mr. Hoffman’s employment with the company, and position as an officer or director of the registrant’s subsidiaries, terminated on May 31, 2006. The agreement provides, among other things, for the continuation of Mr. Hoffman’s base salary until February 28, 2007 and continued vesting of Mr. Hoffman’s stock options through September 30, 2006, subject to accelerated vesting of certain options upon satisfaction of specified performance objectives prior to June 30, 2006. Any options vested through September 30, 2006 will remain exercisable through December 31, 2006. Mr. Hoffman has also agreed to provide consulting services to the company if requested, from time to time, to the extent that he is available.
Mr. Hoffman’s separation agreement is included herein as Exhibit 10.43 and is incorporated herein by reference. The foregoing description of the separation agreement is qualified, in its entirety, by reference to the full text thereof.
Item 9.01 Financial Statements And Exhibits.
(c) Exhibits
| 10.43 | | Separation Agreement, dated May 30, 2006, between OpenTV, Inc. and Wesley Hoffman. |
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: June 5, 2006 | By: | /s/ James A. Chiddix | |
| | Name: | James A. Chiddix | |
| | Title: | Chairman and Chief Executive Officer | |
EXHIBIT INDEX
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| Exhibit | | Description |
| 10.43 | | Separation Agreement, dated May 30, 2006, between OpenTV, Inc. and Wesley Hoffman |
