| OMB APPROVAL | ||||||
OMB Number: 3235-0066 Expires: August 31, 2010 Estimated average burden hours per response…24.00 |
As filed with the Securities and Exchange Commission on April 8, 2010
Registration No. 333-145720
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
OPENTV CORP.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 98-0212376 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
275 Sacramento Street
San Francisco, California 94111
(415) 962-5000
(Address and telephone number of principal executive offices)
OpenTV Corp. 2005 Incentive Plan
(Full title of the plan)
Mark Beariault, Esq. OpenTV Corp. 275 Sacramento Street San Francisco, California 94111 (415) 962-5000 (Name, address and telephone number of agent for service) | Copy to:
Lee D. Charles., Esq. Baker Botts L.L.P. 30 Rockefeller Plaza New York, New York 10112 (212) 408-2500 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TERMINATION OF REGISTRATION:
This Post-Effective Amendment No. 1 amends the Registration Statement on Form S-8 (Registration No. 333-145720) (the “Registration Statement”), which incorporates by reference the previous Registration Statement on Form S-8 (Registration No. 333-130560), of OpenTV Corp. (the “Company”), which was filed with the Securities and Exchange Commission and became effective on August 27, 2007. The Registration Statement relates to the registration of additional securities issuable pursuant to the OpenTV Corp. 2005 Incentive Plan.
This Post-Effective Amendment No. 1 to the Registration Statement deregisters all of the Class A ordinary shares, no par value per share, of the Company registered for issuance under the Registration Statement that remain unsold as of the date hereof and the Company hereby terminates the effectiveness of the Registration Statement as of the date hereof.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, state of California, on April 8, 2010.
| OPENTV CORP. | ||
| By: | /s/ Nigel (Ben) Bennett | |
| Name: | Nigel (Ben) Bennett | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to the registration statement has been signed by the following persons (which persons constitute a majority of the Board of Directors) in the capacities and on the dates indicated:
Name | Title | Date | ||
/s/ André Kudelski André Kudelski | Executive Chairman and Director | April 6, 2010 | ||
/s/ Nigel (Ben) Bennett Nigel (Ben) Bennett | Chief Executive Officer and Director | April 8, 2010 | ||
/s/ Paul Auvil Paul Auvil | Director | April 2, 2010 | ||
/s/ Joseph Deiss Joseph Deiss | Director | April 6, 2010 | ||
/s/ Lucien Gani Lucien Gani | Director | April 1, 2010 | ||
/s/ Jerry Machovina Jerry Machovina | Director | April 7, 2010 | ||
/s/ Alex Osadzinski Alex Osadzinski | Director | April 6, 2010 | ||
/s/ Pierre Roy Pierre Roy | Director | April 6, 2010 | ||
/s/ Mauro Saladini Mauro Saladini | Director | April 6, 2010 | ||
/s/ Claude Smadja Claude Smadja | Director | April 1, 2010 | ||
/s/ Shum Mukherjee Shum Mukherjee | Chief Financial Officer | April 8, 2010 | ||
