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): February 24, 2010

OPENTV CORP.

(Exact name of registrant as specified in its charter)

British Virgin Islands

001-15473

98-0212376

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 8.01.

Other Events

On February 24, 2010, OpenTV Corp. (“OpenTV”) issued a press release announcing that it is redeeming all of its outstanding Class A ordinary shares, other than any such shares held by its controlling shareholder, Kudelski SA, and two of its subsidiaries, for $1.55 per share, without interest and less applicable withholding taxes. OpenTV intends to complete the redemption at 5:00 p.m., New York City time, on March 26, 2010.

The press release, filed as Exhibit No. 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.

In addition, on February 24, 2010, OpenTV notified the NASDAQ Stock Market of its intent pursuant to NASDAQ Marketplace Rule 5840(j) to voluntarily delist its Class A ordinary shares from The NASDAQ Global Market effective upon completion of the redemption on March 26, 2010. OpenTV intends to file a Form 25 with the Securities and Exchange Commission in order to effect the voluntary delisting of its Class A ordinary shares. The foregoing actions were authorized by the board of directors of OpenTV at a meeting held on February 22, 2010.

Item 9.01.

Financial Statements and Exhibits.

(a) Not Applicable

(b) Not Applicable

(d) Exhibits


Exhibit		Description

99.1		Press Release dated February 24, 2010

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.

EXHIBIT INDEX


Exhibit		Description

99.1		Press Release dated February 24, 2010

OPENTV CORP.

Date: February 24, 2010

/s/ Mark Beariault

Mark Beariault

General Counsel

OPENTV CORP 8-K