-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GcWOYeUQO4qDsesKfkXR7VwbQ7iD4N5Awh/zxHD79M+K2zkepJImpkC+sUY75DeO 9iZX3Mpby5i66fY5oBSpSg== 0001193125-08-184507.txt : 20080827 0001193125-08-184507.hdr.sgml : 20080827 20080826181850 ACCESSION NUMBER: 0001193125-08-184507 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080826 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080827 DATE AS OF CHANGE: 20080826 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: 081040246 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 d8k.htm FORM 8-K Form 8-K

 

 

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): August 26, 2008

 

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The following information is furnished pursuant to Item 5.02, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.”

On August 26, 2008, Mr. Henry Garfield Emerson was appointed a director of Open Text Corporation (the “Company”). Attached is a press release, issued by the Company, on August 26, 2008, announcing the appointment of Mr. Emerson as a director of the Company.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

  

Description

99.1    Press release issued by Open Text Corporation on August 26, 2008, announcing the appointment of Mr. Emerson as a Director of the Company.

 

2


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
August 26, 2008   By:  

/s/ Paul McFeeters

    Paul McFeeters
    Chief Financial Officer

 

3


Exhibit Index

 

Exhibit No.

 

Description

99.1   Press release issued by Open Text Corporation on August 26, 2008 announcing the appointment of Mr. Emerson as a director of the Company.

 

4

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

PRESS RELEASE

Open Text Appoints Gar Emerson to Board of Directors

Accomplished Businessman and Lawyer Brings Extensive Governance Expertise

Waterloo, ON – August 26, 2008 – Open Text™ Corporation (NASDAQ: OTEX, TSX: OTC), a leading provider of Enterprise Content Management (ECM) software, announced the appointment of Harry Garfield (Gar) Emerson, Q.C., to its board of directors effective immediately. Mr. Emerson’s extensive business experience includes significant M&A and strategic advisory roles as a senior investment banker and corporate and securities lawyer, as well as a corporate director of major Canadian corporations. Currently, Mr. Emerson is the Principal of Emerson Advisory, an independent business and financial advisory company that provides insight to organizations on mergers and acquisitions, corporate finance, governance, restructurings and strategy.

“Gar brings with him incredible experience and knowledge in the areas of corporate governance and strategy,” said Tom Jenkins, Executive Chairman and Chief Strategy Officer of Open Text. “His deep-rooted command of corporate law as well as securities and investment banking will be a strategic asset to our board.”

Mr. Emerson is a certified director of the Institute of Corporate Directors and a member of the Directors in Residence faculty of The Directors College sponsored by the DeGroote School of Business (McMaster University) and the Conference Board of Canada. Mr. Emerson is the past National Chair of Fasken Martineau DuMoulin LLP, a national Canadian law firm with overseas offices, and is the former President and CEO of NM Rothschild & Sons Canada Limited, an investment banking firm affiliated with NM Rothschild & Sons Limited, London, England, where he provided investment banking and financial advisory services in the areas of mergers and acquisitions, corporate finance, restructurings, and privatizations. Prior to this, Mr. Emerson was a senior partner of the law firm, Davies, Ward & Beck, engaged in securities and corporate law and mergers and acquisitions.

As a corporate director, Mr. Emerson is currently the Chairman of the Board of First Calgary Petroleums Ltd. and a director of CAE Inc.; Canadian Tire Corporation, Limited; Sentry Select Capital Corp.; Wittington Investments, Limited and Pelmorex Investments Inc.

Mr. Emerson has frequently participated as a panelist and speaker and has published numerous papers and articles on governance, securities and corporate law, mergers and acquisitions and corporate finance.

Mr. Emerson is a graduate of the University of Toronto, and holds an LL.B. and an undergraduate honours degree in history. He was called to the Bar of Ontario in 1968 and appointed as a Queen’s Counsel (Q.C.) in 1980.

About Open Text

Open Text™ is the world’s largest independent provider of Enterprise Content Management software. The company’s solutions manage information for all types of business, compliance and industry requirements in large companies, government agencies and professional service firms. Open Text supports approximately 46,000 customers in 114 countries and 12 languages. For more information about Open Text, visit www.opentext.com.


# # #

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This news release may contain forward-looking statements. Forward-looking statements may include, without limitation, any statement relating to future events, conditions or circumstances. Forward-looking statements in this release are not promises or guarantees and are subject to certain risks and uncertainties, and actual results may differ materially. The risks and uncertainties that may affect forward-looking statements include risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (SEC), including the Form 10-K for the year ended June 30, 2008. You should not place undue reliance upon any such forward-looking statements, which are based on management’s beliefs and opinions at the time the statements are made, and the Company does not undertake any obligations to update forward-looking statements should circumstances or management’s beliefs or opinions change.

Copyright © 2008 by Open Text Corporation. LIVELINK ECM and OPEN TEXT are trademarks or registered trademarks of Open Text Corporation in the United States of America, Canada, the European Union and/or other countries. This list of trademarks is not exhaustive. Other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text Corporation or other respective owners.

For more information, please contact:

Paul McFeeters

Chief Financial Officer

Open Text Corporation

+1-905-762-6121

pmcfeeters@opentext.com

Greg Secord

Vice-President, Investor Relations

Open Text Corporation

+1-519-888-7111 ext.2408

gsecord@opentext.com

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