OPTV Opentv (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

Rule 13e-3 Transaction Statement under Section 13(e) of

the Securities Exchange Act of 1934

(Amendment No. 11)

OPENTV CORP.

(Name of Issuer)

KUDELSKI INTERACTIVE CAYMAN, LTD.

KUDELSKI INTERACTIVE USA, INC.

KUDELSKI SA

(Names of Person(s) Filing Statement)

Class A Ordinary Shares of No Par Value

(Title of Class of Securities)

G67543101

(CUSIP Number of Class of Securities)

Lucien Gani

General Counsel, Head of Legal Affairs

Kudelski SA

22-24, Route de Genève

Case Postale 134

1033 Cheseaux, Switzerland

Tel:  +41 21 732 01 01

(Name, Address and Telephone Number of Person Authorized to Receive Notices

 and Communications on Behalf of Person(s) Filing Statement)

Copies to:

This statement is filed in connection with (check appropriate box):

a. o The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. o The filing of a registration statement under the Securities Act of 1933.

c. o A tender offer.

d. x None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

This Amendment No. 11 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “ Amendment No. 11 ”) filed by (a) Kudelski Interactive Cayman, Ltd., an exempted company organized under the laws of the Cayman Islands (“ Kudelski Cayman ”) and an indirect wholly-owned subsidiary of Kudelski SA, a public limited company organized under the laws of Switzerland, (b) Kudelski Interactive USA, Inc., a corporation incorporated under the laws of the State of Delaware (“ Kudelski USA ”) and an indirect wholly-owned subsidiary of Kudelski SA, and (c) Kudelski SA amends and supplements (i) the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the Securities and Exchange Commission (the “ SEC ”) on October 5, 2009 by (A) Kudelski Cayman and (B) Kudelski SA (together with all amendments and supplements thereto, the “ Schedule TO ”) and (ii) Amendment No. 10 to Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the SEC on January 14, 2010 by (A) Kudelski Cayman, (B) Kudelski USA and (C) Kudelski SA (“ Amendment No. 10 ”).  The Schedule TO related to the offer (the “ Offer ”) by Kudelski Cayman to purchase all outstanding Class A ordinary shares of no par value (“ Shares ”) of OpenTV Corp., a company incorporated and registered under the laws of the British Virgin Islands (the “ Company ”), not already owned by Kudelski SA or its wholly-owned subsidiaries at a purchase price of $1.55 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 5, 2009 (the “ Offer to Purchase ”), and in the related Letter of Transmittal.  The subsequent offering period that followed the Offer expired on November 25, 2009.  This Amendment No. 11 and Amendment No. 10 relate to the redemption by the Company of all of the outstanding Shares not owned by Kudelski SA, Kudelski Cayman or Kudelski USA (the “ Redemption ”).  This Amendment No. 11 is being filed by Kudelski SA, Kudelski Cayman and Kudelski USA to amend and supplement the responses to the items of Schedule 13E-3 included in the Schedule TO and Amendment No. 10 insofar as necessary to update such responses in connection with the Redemption.  The Redemption is one of a series of “going private” transactions that was initiated by Kudelski Cayman when it commenced the Offer.

Prior to the filing of Amendment No. 10, the Company filed with the SEC a preliminary redemption notice/transaction statement (the “ Redemption Notice ”) relating to the Redemption.  Prior to the filing of this Amendment No. 11, the Company filed with the SEC a final redemption notice/transaction statement (the “ Final Redemption Notice ”) relating to the Redemption.

The cross-references below to the Final Redemption Notice supplement the cross-references to the Offer to Purchase contained in the Schedule TO and the cross-references to the Redemption Notice contained in Amendment No. 10.  The cross-references below are being supplied pursuant to General Instruction F to Schedule 13E-3 to show the location in the Final Redemption Notice of the information required to be included in response to the items of Schedule 13E-3 in connection with the Redemption.  Unless otherwise indicated, item numbers refer to the corresponding items numbers of Schedule 13E-3.

Item 1.     Summary Term Sheet.

The responses to Item 1001 of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Questions and Answers”

“Summary Term Sheet”

Item 2.     Subject Company Information.

(a)  The responses to Item 1002(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Summary Term Sheet—The Companies—OpenTV Corp.”

(b)  The responses to Item 1002(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

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“Summary Term Sheet—The Companies—OpenTV Corp.”

“Market For Our Class A Ordinary Shares”

(c)  The responses to Item 1002(c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Market For Our Class A Ordinary Shares”

(d)  The responses to Item 1002(d) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Market For Our Class A Ordinary Shares”

(e)  The filing persons have not made any underwritten public offerings of the subject securities that are required to be disclosed pursuant to Item 1002(e) of Regulation M-A.

(f)  The responses to Item 1002(f) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Additional Information Regarding the Kudelski Control Group—Acquisitions of OpenTV Ordinary Shares”

Item 3.     Identity and Background of Filing Person.

(a)  The responses to Item 1003(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Summary Term Sheet—The Companies—Kudelski SA”

“Directors, Executive Officers and Controlling Shareholder of Kudelski”

“Directors and Executive Officers of Kudelski Cayman”

“Directors and Executive Officers of Kudelski USA”

(b)  The responses to Item 1003(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Summary Term Sheet—The Companies—Kudelski SA”

“Summary Term Sheet—The Companies—Kudelski Interactive Cayman, Ltd.”

“Summary Term Sheet—The Companies—Kudelski Interactive USA, Inc.”

“Additional Information Regarding the Kudelski Control Group—Additional Information”

(c)  The responses to Item 1003(c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Directors, Executive Officers and Controlling Shareholder of Kudelski”

“Directors and Executive Officers of Kudelski Cayman”

“Directors and Executive Officers of Kudelski USA”

“Additional Information Regarding the Kudelski Control Group—Additional Information”

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Item 4.     Terms of the Transaction.

(a)  The responses to Item 1004(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Questions and Answers”

“Summary Term Sheet”

“Special Factors—Purposes of and Reasons for the Redemption”

“Special Factors—Plans for OpenTV after the Redemption; Certain Effects of the Redemption”

“The Redemption—Redemption; Redemption Price; Redemption Date”

“The Redemption—Effect of the Redemption”

“The Redemption—Shareholder Approval not Required”

“The Redemption—Material U.S. Federal Income Tax Consequences of the Redemption”

(c)  The responses to Item 1004(c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Special Factors—Plans for OpenTV after the Redemption; Certain Effects of the Redemption”

(d)  The responses to Item 1004(d) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Questions and Answers—How do I dissent from the redemption and have the fair value of my shares determined in accordance with the BVI Act?”

“Questions and Answers—Can I dissent from the redemption if I hold Class A ordinary shares in “street name”?”

“Summary Term Sheet—Dissent Rights”

“The Redemption—Right to Dissent from the Redemption”

Annex A to the Final Redemption Notice

(e)  The responses to Item 1004(e) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Special Factors—Provisions for Unaffiliated Shareholders of OpenTV”

(f)  Item 1004(f) of Regulation M-A is not applicable to the Redemption.

Item 5.     Past Contracts, Transactions, Negotiations and Agreements.

(a)  The responses to Item 1005(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Certain Relationships and Related Transactions”

(b) and (c)  The responses to Items 1005(b) and (c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Summary Term Sheet—Recent Developments”

“Special Factors—Background of the Transaction”

“Special Factors—Purposes of and Reasons for the Transaction—The Kudelski Control Group’s Purpose and Reasons for the Redemption; Consideration of Alternatives”

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“The Redemption—Interests of Directors and Executive Officers in the Redemption”

“Certain Relationships and Related Transactions”

(e) The responses to Item 1005(e) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Special Factors—Background of the Transaction”

“The Redemption—Interests of Directors and Executive Officers in the Redemption”

“Security Ownership of Management and the Kudelski Control Group”

“Transactions in Class A Ordinary Shares”

“Additional Information Regarding the Kudelski Control Group—Acquisitions of OpenTV Ordinary Shares”

Item 6.     Purposes of the Transaction and Plans or Proposals.

(b)  The responses to Item 1006(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“The Redemption—Effect of the Redemption”

(c)(1) through (8)  The responses to Items 1006(c)(1) through (8) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Questions and Answers—How will the redemption affect the listing of the Class A ordinary shares and the reporting obligations of OpenTV?”

“Summary Term Sheet—OpenTV’s Purpose and Reasons for the Redemption”

“Summary Term Sheet—The Kudelski Control Group’s Purpose and Reasons for the Redemption”

“Summary Term Sheet—Effects of the Redemption”

“Special Factors—Background of the Transaction”

“Special Factors—Purposes of and Reasons for the Transaction”

“Special Factors—General Effects of the Redemption”

“Special Factors—Plans for OpenTV after the Redemption; Certain Effects of the Redemption”

“The Redemption—Effect of the Redemption”

Item 7.     Purposes, Alternatives, Reasons and Effects.

(a)  The responses to Item 1013(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Special Factors—Purposes of and Reasons for the Transaction”

(b) and (c)  The responses to Items 1013(b) and (c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Special Factors—Background of the Transaction”

“Special Factors—Purposes of and Reasons for the Transaction”

(d)  The responses to Item 1013(d) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Special Factors—Fairness Determination of the Kudelski Control Group”

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“Special Factors—General Effects of the Redemption”

“Special Factors—Plans for OpenTV after the Redemption; Certain Effects of the Redemption”

Item 8.     Fairness of the Transaction.

(a) through (f)  The responses to Items 1014(a) through (f) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Special Factors—Fairness Determination of the Kudelski Control Group”

Item 9.     Reports, Opinions, Appraisals and Negotiations.

(a)  The responses to Item 1015(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Special Factors—Fairness Determination of the Kudelski Control Group”

(b) and (c)  Items 1015(b) and (c) of Regulation M-A are not applicable to the Redemption.

Item 10. Source and Amount of Funds or Other Consideration.

(a) and (c)  The responses to Items 1007(a) and (c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:

“Summary Term Sheet—Source and Amount of Funds”

“The Redemption—Source and Amount of Funds”

(b)  There are no material financing conditions, alternative financing arrangements or alternative financing plans related to the Redemption to be disclosed pursuant to Item 1007(b) of Regulation M-A.

(d)  Item 1007(d) of Regulation M-A is not applicable to the Redemption.

Item 11. Interest in Securities of the Subject Company.

(a)  The responses to Item 1008(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Security Ownership of Management and the Kudelski Control Group”

(b)  The responses to Item 1008(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Transactions in Class A Ordinary Shares”

Item 12. The Solicitation or Recommendation.

(d)  Item 1012(d) of Regulation M-A is not applicable to the Redemption.

(e)  The responses to Item 1012(e) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Additional Information Regarding the Kudelski Control Group—Additional Information”

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Item 13. Financial Statements.

(a)(1)  In response to Item 1010(a)(1) of Regulation M-A, the audited consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2008 and December 31, 2007, and the notes thereto, are incorporated herein by reference to Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed by the Company on March 10, 2009.  The foregoing financial statements and the notes thereto were previously incorporated by reference into the Schedule TO and Amendment No. 10.

(a)(2)  In response to Item 1010(a)(2) of Regulation M-A, the unaudited consolidated financial statements of the Company for the nine months ended September 30, 2009, and the notes thereto, are incorporated herein by reference to Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 filed by the Company on November 4, 2009.  The foregoing financial statements and the notes thereto were previously incorporated by reference into the Schedule TO and Amendment No. 10.

(a)(3)  The responses to Item 1010(a)(3) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Financial Information”

(a)(4)  The responses to Item 1010(a)(4) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Financial Information”

(b)  The pro forma information described in Item 1010(b) of Regulation M-A is not material to the Redemption.

(c)  The responses to Item 1010(c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:

“Financial Information”

Item 14. Persons/Assets Retained, Employed, Compensated or Used.

(a) and (b)  There are no persons or corporate assets required to be disclosed by the filing persons pursuant to Item 1009(a) or (b) of Regulation M-A in connection with the Redemption.

Item 15. Additional Information.

(b)  The responses to Item 1011(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in (i) the Final Redemption Notice under the caption “Where You Can Find More Information” and (ii) the final Notice of Redemption Pursuant to Sections 176 and 179 of the BVI Business Company Act, 2004 (as amended) filed by the Company with the SEC on February 24, 2010.

Item 16. Exhibits.

The exhibit indexes to the Schedule TO and Amendment No. 10 are hereby amended and supplemented by adding the following exhibits:

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SIGNATURES

After due 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.

EXHIBIT INDEX

* Previously filed