8-K 1 b320540_8k.txt CURRENT REPORT 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) September 26, 2002 ACTV, INC. (Exact name of registrant as specified in its charter) Delaware 001-10377 94-2907258 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 233 PARK AVENUE SOUTH, 10th FLOOR NEW YORK, NEW YORK 10003 (Address of principal executive offices, including zip code) (212) 497-7000 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On September 26, 2002, ACTV, Inc. ("ACTV") entered into an Agreement and Plan of Merger (the "Merger Agreement") with OpenTV Corp. ("OpenTV"). Under the terms of the Merger Agreement, each outstanding share of ACTV common stock will be exchanged in the merger for an amount of OpenTV Class A Ordinary Shares determined by dividing $1.65 by the then average market price of the OpenTV Class A Ordinary Shares, provided that if the average market price of an OpenTV Class A Ordinary Share is then less than $2.25 per share (the "Floor Value"), it will be valued at $2.25 per share for this purpose and if the average market price of an OpenTV Class A Ordinary Share is then greater than $6.05 per share (the "Ceiling Value"), it will be valued at $6.05 per share for this purpose. The average market price of the OpenTV Class A Ordinary Shares shall be the average of the last sale prices (or, if on any day no sale price is reported, the average of the high bid and low ask prices on such day) of a share of OpenTV Class A Ordinary Shares on the Nasdaq Stock Market (or such other securities exchange or national market system on which the OpenTV Class A Ordinary Shares are traded) on each of the five consecutive trading days immediately preceding the third trading day prior to the closing date of the merger. In the event that the average market price of the OpenTV Class A Ordinary Shares at the time of the merger is less than $0.80 per share, without regard to the Floor Value or Ceiling Value, ACTV may elect to terminate the Merger Agreement by delivering written notice to OpenTV no later than 5:00 p.m. (New York City time) on the second business day before the closing date. If ACTV elects to terminate the Merger Agreement, OpenTV may elect by written notice to ACTV no later than 5:00 p.m. (New York City time) on the day before the closing date, to adjust the exchange ratio so that the ACTV shareholders receive not less than $0.584 per ACTV common share. Consummation of the merger is subject to the adoption of the Merger Agreement by ACTV's stockholders at a special meeting of ACTV stockholders, the approval of the issuance of the OpenTV Class A Ordinary Shares in the merger by the stockholders of OpenTV at a meeting of OpenTV stockholders, the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other closing conditions. Upon completion of the merger, ACTV will become a wholly-owned subsidiary of OpenTV. A copy of the Merger Agreement is attached as Exhibit 99.1. A copy of the press release dated September 26, 2002 announcing the signing of the Merger Agreement is attached as Exhibit 99.2. Simultaneous with the execution of the Merger Agreement, ACTV entered into a letter agreement (the "Wolzien Agreement") with Thomas R. Wolzien ("Wolzien") regarding, among other things, ACTV's purchase of Wolzien's ownership interest in Media Online Services, Inc., and certain related patents and rights (the "Proposed Transactions"). The consummation of the Proposed Transactions is subject to, among other things, satisfaction (or waiver by the relevant parties) of all conditions to the merger, and the readiness of the parties to the Merger Agreement to effect the merger closing immediately following the consummation of the Proposed Transactions. A copy of the Wolzien Agreement is attached as Exhibit 99.3 and is incorporated by reference. 2 The Merger Agreement and Wolzien Agreement attached hereto as Exhibits 99.1 and 99.3, respectively, are incorporated herein by reference and the foregoing summary of the terms and conditions of such agreements is qualified in its entirety by reference to such agreements. ITEM 7. EXHIBITS (c) Exhibits. 99.1 Agreement and Plan of Merger, dated September 26, 2002, by and among OpenTV Corp., a company organized under the laws of the British Virgin Islands, ACTV Merger Sub, Inc., a Delaware corporation and ACTV, Inc., a Delaware corporation. 99.2 Press Release dated September 26, 2002. 99.3 Agreement, dated September 26, 2002, between ACTV, Inc. and Thomas R. Wolzien. 3 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACTV, INC. By: /s/ Christopher C. Cline ----------------------------- Christopher C. Cline Chief Financial Officer Dated: October 2, 2002

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) July 8, 2002

ACTV, INC. (Exact name of registrant as specified in its charter)

Delaware	001-10377	94-2907258
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

233 PARK AVENUE SOUTH, 10th FLOOR NEW YORK, NEW YORK 10003 (Address of principal executive offices, including zip code)

(212) 497-7000 (Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS

On July 8, 2002, ACTV, Inc. (the “Company”) and Liberty Media Corporation (“Liberty”) entered into an amendment to the Letter Agreement dated May 3, 2002 (the “Amended Agreement”) regarding the acquisition by Liberty of all of the outstanding shares of common stock of ACTV. Under the terms of the Amended Agreement, Liberty (which currently owns approximately 16% of the outstanding shares of common stock of ACTV), directly or through one of its subsidiaries or affiliates, would acquire all of the outstanding shares of common stock of the Company not already owned by Liberty at a price per share equal to $1.65. The purchase price would be payable in cash, publicly traded stock of the acquiror or a combination of the two.

Pursuant to the Amended Agreement, the parties agreed to extend the exclusive negotiating period to August 15, 2002. The Company believes the Amended Agreement reflects the changing conditions in both the digital media industry and the broader market since the parties executed their initial letter agreement.

ITEM 7. EXHIBITS

(c)		Exhibits.
99.1		Press Release dated July 9, 2002 announcing the execution of an Amendment to the Letter Agreement by and between ACTV, Inc. and Liberty Media Corporation.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ACTV, INC. By: /s/ Christopher C. Cline Christopher C. Cline Chief Financial Officer

Dated: July 16, 2002

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