-----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, HEikGr/SfMBjVrvgVwtLXW00XnTF8uX0TFcWP/fljh+/PnH02H+PrX8xy/Oeo9Si Us/U7zqe7AwvWLZE0hpuDQ== 0001193125-08-221736.txt : 20081031 0001193125-08-221736.hdr.sgml : 20081031 20081031170828 ACCESSION NUMBER: 0001193125-08-221736 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081031 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081031 DATE AS OF CHANGE: 20081031 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: 081155347 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): October 31, 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 2.01 – Completion of Acquisition or Disposition of Assets

As disclosed in its Form 8-K filed on September 5, 2008, Open Text Corporation (“Open Text”) and Captaris, Inc. (“Captaris”) entered into a definitive agreement on September 4, 2008. The agreement provided for the acquisition by Open Text of all of the outstanding shares of Captaris, by way of the merger of a wholly-owned subsidiary of Open Text Inc, which is a wholly owned subsidiary of Open Text, with and into Captaris, upon satisfaction or waiver of certain closing conditions.

On October 31, 2008, the merger was consummated. As a result, Captaris became a privately-held company, wholly-owned by Open Text and its subsidiaries. As a result of this acquisition, Open Text has acquired all of Captaris’s outstanding shares for a total amount of approximately US $131 million.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.

  

Description

99.1    Press Release issued by Open Text Corporation on October 31, 2008.


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
October 31, 2008   By:   /s/ Paul McFeeters
     
    Paul McFeeters
    Chief Financial Officer


Exhibit Index

 

Exhibit No.

  

Description

99.1    Press Release issued by Open Text Corporation on October 31, 2008.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

PRESS RELEASE

OPEN TEXT AND CAPTARIS MERGER COMPLETED

Waterloo, ON and Bellevue, Wash. - October 31, 2008 – Open Text Corporation (NASDAQ: OTEX, TSX: OTC) a global leader in Enterprise Content Management (ECM), and Captaris, Inc. (NASDAQ: CAPA), a leading provider of software products that automate document-centric processes, today announced the completion of the merger of Captaris with a wholly-owned subsidiary of Open Text Inc. The merger was approved by the shareholders of Captaris at a special meeting held earlier today. As a result of the merger, Captaris became a privately-held company, wholly-owned by Open Text and its subsidiaries.

“With the merger now complete, we are in an excellent position to take advantage of the opportunities that lie before us as a combined company,” said John Shackleton, President and Chief Executive Officer at Open Text. “Captaris strengthens our position as the ECM market’s independent leader and broadens the suite of solutions we offer that integrate with SAP, Microsoft and Oracle, our three strategic partners.”

Shares of Captaris’s common stock, which prior to the merger traded on the Nasdaq Global Market under the symbol “CAPA,” are in the process of being delisted from trading.

About Open Text

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

About Captaris, Inc.

Captaris, Inc. is a leading provider of software products that automate document-centric business processes. Captaris specializes in document capture, recognition, routing, workflow and delivery. Captaris integrated solutions provide interoperability with leading line of business applications and technology platforms. Captaris products include Captaris Workflow, Alchemy, DOKuStar, RecoStar, and Single Click Entry which are distributed through a global network of leading technology partners. Captaris customers include the entire Fortune 100 and the majority of Global 2000 companies. For more information about Captaris please visit: www.captaris.com.

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

This news release may contain forward-looking statements relating to the acquisition of Captaris, the deployment of Livelink and our other products by customers, and future performance of Open Text Corporation. Forward-looking statements may also 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, among others, the failure to develop new products, risks involved in fluctuations in currency exchange rates, delays in purchasing decisions of customers, the completion and integration of acquisitions, the possibility of technical, logistical or planning issues in connection with deployments, the continuous commitment of Open Text’s customers, demand for Open Text’s products and other risks detailed from time to time in Open Text’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 neither Captaris nor Open Text 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

Rich Maganini

Director, Corporate Communications

Open Text Corporation

+1-847-267-9330 ext.4266

rmaganin@opentext.com

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