8-K MB announcement

0001002638-15-000012.txt : 20150224 0001002638-15-000012.hdr.sgml : 20150224 20150223204331 ACCESSION NUMBER: 0001002638-15-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150223 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150224 DATE AS OF CHANGE: 20150223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPEN TEXT CORP CENTRAL INDEX KEY: 0001002638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 980154400 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27544 FILM NUMBER: 15641595 BUSINESS ADDRESS: STREET 1: 275 FRANK TOMPA DRIVE STREET 2: WATERLOO CITY: ONTARIO CANADA STATE: A6 ZIP: N2L 0A1 BUSINESS PHONE: 519-888-7111 MAIL ADDRESS: STREET 1: 275 FRANK TOMPA DRIVE STREET 2: WATERLOO CITY: ONTARIO CANADA STATE: A6 ZIP: N2L 0A1 8-K 1 a8-kmbannouncement.htm 8-K 8-K MB announcement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2015

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________




Canada	0-27544	98-0154400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

(Address of principal executive offices)

(519) 888-7111

(Registrant's telephone number, including area code)

______________________

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 7.01. Regulation FD Disclosure.

On February 23, 2015, Open Text Corporation (“OpenText” or the “Company”) issued a press release regarding the matters described in this Current Report on Form 8-K. A copy of the press release is being furnished herewith as Exhibit 99.1. The website address of OpenText is included in the press release as an inactive textual reference only. The information contained on this website is not part of the press release and shall not be deemed furnished to the SEC.

The information set forth in this Item 7.01 including Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 8.01. Other Events.

OpenText announced on February 23, 2015 that Mark J. Barrenechea, President and Chief Executive Officer (“CEO”), has been diagnosed with Leukemia, the treatment of which will require him to reduce his involvement in the day-to-day operations of the Company for approximately the next 100 days.

During this time, a CEO Operating Committee has been established to assist in the management of the Company’s day-to-day operations. In addition to Mr. Barrenechea, the CEO Operating Committee will consist of John M. Doolittle, Chief Financial Officer, and Gordon A. Davies, Chief Legal Officer and Corporate Secretary.

Mr. Barrenechea remains Chief Executive Officer and a Director during this time, and will continue to be involved in the Company’s strategic matters. The roles and responsibilities of the Company’s Executive Leadership Team during this period remain unchanged.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description

99.1		Press Release dated February 23, 2015

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 hereunto duly authorized.




	OPEN TEXT CORPORATION

February 23, 2015	By:	/S/ JOHN M. DOOLITTLE
		John M. Doolittle Chief Financial Officer

Exhibit Index



Exhibit No.		Description

99.1		Press Release dated February 23, 2015

EX-99.1 2 exhibit991pressrelease.htm EXHIBIT 99.1 Exhibit 99.1 Press Release

Exhibit 99.1

OpenText Announces CEO to Undergo Treatment for Leukemia

CEO Operating Committee Established

Waterloo, ON, February 23, 2015 – OpenText (NASDAQ: OTEX, TSX: OTC), today announced that Mark J. Barrenechea, President and CEO, has been diagnosed with Leukemia, the treatment of which will require him to reduce his involvement in the day-to-day operations of the Company for approximately the next 100 days.

“I will continue to be involved in all strategic matters, and remain absolutely committed to OpenText and my role as CEO,” said Mark J. Barrenechea. “While my operational activities will be reduced for approximately the next 100 days, I am confident that the CEO Operating Committee and the Executive Leadership Team will continue to execute on our plan and run the Company effectively during this period.”

Tom Jenkins, Chair of the Board of Directors of OpenText said, “On behalf of the Board, I would like to convey to Mark our best wishes and full support as he undergoes his treatment. We look forward to his full recovery.”

About OpenText

OpenText is the largest independent software provider of Enterprise Information Management (EIM). For more information please visit www.opentext.com.

Cautionary Statement Regarding Forward Looking Statements

Certain statements in this press release may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText's assumptions, although considered reasonable by the company at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors which could occur, see OpenText's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information, please contact:

FOR INVESTOR INQUIRIES:

Greg Secord

Vice President, Investor Relations

Open Text Corporation

San Francisco: 415-963-0825

gsecord@opentext.com

FOR MEDIA INQUIRIES:

Kasey Holman

Vice President, Corporate Communications

OpenText Corporation

San Francisco: 650-302-4191

kholman@opentext.com

Copyright ©2015 Open Text Corporation. OpenText is a trademark or registered trademark of OpenText SA and/or Open Text ULC. The list of trademarks is not exhaustive of other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of OpenText SA or other respective owners. All rights reserved. For more information, visit: http://www.opentext.com/2/global/site-copyright.html_SKU.