8-K

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): March 14, 2002

COREL CORPORATION
(Exact name of registrant as specified in its charter)

Canada (State of Other Jurisdiction of Incorporation)

 

0-20562	Not Applicable
(Commission File Number)	(I.R.S. Employer Identification Number)

1600 Carling Avenue
Ottawa, Ontario, Canada    KIZ 8R7
(Address of principal executive offices including zip code)

(613) 728-8200
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Item 2. Acquisition or Disposition of Assets

On March 15, 2002, Corel Corporation acquired SoftQuad Software, Ltd. through a merger of SoftQuad into Corel's wholly owned subsidiary, Calgary II Acquisition Corp. SoftQuad develops, licenses, sells, supports and provides services for mark-up enabling software. In the merger, Corel will issue .519 of a Corel share for each of the SoftQuad shares outstanding, resulting in the issuance of 11,096,145 Corel shares in total (excluding shares underlying assumed warrants).

Item 7. Financial Statements, Pro Forma Information and Exhibits

(c) Exhibits

2. Merger Agreement dated as of August 7, 2001, as amended and restated, by and among Corel Corporation, Calgary II Acquisition Corp. and SoftQuad Software, Ltd. incorporated herein by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed August 17, 2001.

99.1 Press release issued by Corel Corporation on March 14, 2002.

99.2 Press release issued by Corel Corporation on March 18, 2002.

SIGNATURES

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

Date: March 28, 2002

COREL CORPORATION

(Registrant)

By:  /s/John Blaine

John Blaine

Chief Financial Officer, Executive Vice President Finance and Treasurer

(Principal Accounting Officer)

EX-99.1

For Immediate Release

Corel Acquisition Approved by SoftQuad Shareholders

Company Unveils Integration Plans, New Addition to Executive Team

Ottawa, Canada - March 14, 2002 - Corel Corporation (NASDAQ: CORL, TSE: COR) and SoftQuad Software Ltd. (OTC BB: SXML) today announced that the acquisition agreement signed by the companies has been approved by SoftQuad's shareholders. The stock-for-stock transaction is expected to officially close tomorrow.

As part of its plan to integrate the companies, Corel will support all of SoftQuad's current businesses, including its award-winning XML (Extensible Markup Language) editor and development platform, XMetaL®, as well as the popular HoTMetaL® product line. In addition, Corel is pursuing new opportunities to address the enterprise market by leveraging SoftQuad's industry-leading XML technology and expertise. Corel recently introduced a new brand to deliver enterprise solutions - DEEPWHITE^TM.

"With the completion of the SoftQuad acquisition, we are well equipped and uniquely positioned to deliver enterprise-class solutions that will give organizations the tools they need to significantly improve productivity, reduce workflow-related costs and generate new revenue opportunities. XML and other open standards are the key ingredients of the enterprise solutions Corel will offer through its DEEPWHITE brand," said Derek Burney, president and CEO of Corel Corporation. "SoftQuad's pioneering efforts in the XML space will greatly assist Corel in delivering on this strategy, not just in terms of the technology and development assets we are acquiring but the enterprise-level expertise we're gaining through their established marketing, sales and professional services teams."

Among the employees joining Corel from SoftQuad, Dr. Bruce Sharpe, former chief technical officer at SoftQuad, will become a member of Corel's executive management team as executive vice-president, XML content solutions. Among his key responsibilities, Dr. Sharpe will lead the company's product strategies for XML content solutions to be offered as part of DEEPWHITE.

As indicated when Corel and SoftQuad signed the definitive acquisition agreement on August 7, 2001, the companies have identified cost synergies that are being realized as part of the integration. In order to realize the full value of the acquisition, SoftQuad has eliminated approximately 35 positions from its workforce due primarily to redundancies identified during the integration process. Cost synergies are also being realized from the closure of three SoftQuad offices based in Toronto, Seattle and the United Kingdom.

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About Corel Corporation

Founded in 1985, Corel Corporation www.corel.com is a leading technology company that offers three major brands of software tailored to distinct customer profiles - Corel, procreate&trade and DEEPWHITE^TM. With its headquarters in Ottawa, Canada, Corel's common stock trades on the Nasdaq Stock Market under the symbol CORL and on the Toronto Stock Exchange under the symbol COR. www.corel.com

About SoftQuad Software, Ltd.

SoftQuad Software, Ltd. (OTC BB: SXML) is an internationally recognized developer of XML-enabling technologies and commerce solutions for e-business. A founding member of the World Wide Web Consortium (W3C®), the Organization for the Advancement of Structured Information Standards (OASIS) and XML.org, SoftQuad has been instrumental in shaping and developing both the standards and technologies that are changing the way companies exchange information and do business over the Web.

Headquartered in Toronto, Canada, with U.S. offices in Seattle and San Francisco, and European operations based in London, England, SoftQuad was first to market with an advanced, yet easy-to-use XML content creation solution, XMetaL®. It has become the premier enabling technology for XML-based content applications in electronic publishing, e-commerce and knowledge management. For more information, please visit SoftQuad's Web site at http://www.softquad.com.

This press release contains forward-looking statements as defined by the United States Private Securities Litigation Reform Act of 1995, involving the company's expectations about future financial results and other matters. These statements reflect management's current forecast of certain aspects of the company's future business. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results of operations to differ materially from historical results or current expectations. The words "plan", "expect", "believe", "intend", "anticipate", "forecast", "target", "estimate" and similar expressions identify forward-looking statements. Risk factors include shifts in customer demand, product shipment schedules, product mix, competitive products and pricing, technological shifts and other variables. Readers are referred to Corel's most recent reports filed with the Securities and Exchange Commission for a more complete discussion of the other risks and uncertainties. The factors underlying forecasts are dynamic and subject to change. As a result, forecasts speak only as of the date they are given and do not necessarily reflect the company's outlook at any other point in time. The company does not undertake to update or review these forward-looking statements.

© 2002 Corel Corporation. All rights reserved. Corel, procreate, DEEPWHITE and the Corel logo are trademarks or registered trademarks of Corel Corporation in Canada, the United States and/or other countries. All other product, font and company names and logos are trademarks or registered trademarks of their respective companies.

Press Contact:

Anne Vis

(613) 728-0826 ext. 5182

anne.vis@corel.com

Investor Contact:

John Hladkowicz

(613) 728-0826 ext. 1194

john.hladkowicz@corel.com

EX-99.2

For Immediate Release

Corel Corporation Announces Official Close of SoftQuad Acquisition

SoftQuad's Exceptional XML Technologies Play Key Role in Development of

DEEPWHITE^TM Enterprise Solutions

Ottawa, Canada - March 18, 2002 - Corel Corporation (NASDAQ: CORL, TSE: COR) today announced that it has completed its acquisition of SoftQuad Software, Ltd. The acquisition officially closed on March 15, 2002. Corel Corporation's acquisition of SoftQuad will play a key role in the company's DEEPWHITE^TM strategy - leveraging the strengths of XML (Extensible Markup Language) and other open standards to provide enterprise customers with solutions for content creation, enterprise process management and technical graphics.

"Our acquisition of SoftQuad represents a key milestone in our strategy to deliver advanced XML-based content solutions to enterprise customers," said Derek Burney, president and CEO of Corel Corporation. "With the introduction of DEEPWHITE, we have made a bold promise to the enterprise market - to capitalize on the benefits of open standards to deliver the best possible solutions for content creation. SoftQuad's leading XML technologies and impressive partnerships are the perfect complement to our solid 17-year track record of award-winning software development."

The addition of SoftQuad's XML expertise will add exceptional value to the development of DEEPWHITE smart content solutions. Smart content enables enterprise customers to create content once and distribute it to multiple devices. When used in combination with content management systems, DEEPWHITE smart content will provide organizations with an optimal structure to significantly improve productivity, reduce workflow-related costs and generate new revenue streams.

"Corel's acquisition of SoftQuad represents a new world of possibilities for the enterprise with an XML content management platform that leverages documents, Web, and rich media," said Whitney Tidmarsh, vice president of product marketing of Documentum. "Documentum and SoftQuad have enjoyed a long-standing relationship by uniting intuitive XML creation with rich management services to allow enterprises to maximize all that XML has to offer, including true reuse and multi-channel publishing. With the addition of Corel's strengths in graphics, publishing and business applications, Corel will take XML content creation to a new level."

"Interwoven is excited to work with Corel Corporation providing rich XML content deeply integrated with Interwoven's industry-leading XML repository for advanced document management and component reuse," said Kevin Cochrane, vice president PM Interwoven. "Interwoven and Corel together bring enterprises scalable XML solutions that transform traditional document management to enable component-level collaboration and reuse to improve contributor productivity and eliminate costs associated with redundant content. Together with Corel and their DEEPWHITE initiative, Interwoven looks forward to moving enterprises to a next-generation, XML document management platform."

Exchange Terms

In accordance with the terms of the merger agreement, Corel will issue approximately 11.1 million common shares, or .5190 of a Corel share for each SoftQuad share, to complete the merger. Softquad common stock ceased to be traded on the over-the-counter bulletin board system effective at 4:30 p.m. EST March 15, 2002.

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About Corel Corporation

Founded in 1985, Corel Corporation www.corel.com) is a leading technology company that offers three major brands of software tailored to distinct customer profiles - Corel, procreate^TM and DEEPWHITE^TM. With its headquarters in Ottawa, Canada, Corel's common stock trades on the Nasdaq Stock Market under the symbol CORL and on the Toronto Stock Exchange under the symbol COR.

This press release contains forward-looking statements as defined by the United States Private Securities Litigation Reform Act of 1995, involving the company's expectations about future financial results and other matters. These statements reflect management's current forecast of certain aspects of the company's future business. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results of operations to differ materially from historical results or current expectations. The words "plan", "expect", "believe", "intend", "anticipate", "forecast", "target", "estimate" and similar expressions identify forward-looking statements. Risk factors include shifts in customer demand, product shipment schedules, product mix, competitive products and pricing, technological shifts and other variables. Readers are referred to Corel's most recent reports filed with the Securities and Exchange Commission for a more complete discussion of the other risks and uncertainties. The factors underlying forecasts are dynamic and subject to change. As a result, forecasts speak only as of the date they are given and do not necessarily reflect the company's outlook at any other point in time. The company does not undertake to update or review these forward-looking statements.

© 2002 Corel Corporation. All rights reserved. Corel, procreate, DEEPWHITE, and the Corel logo are trademarks or registered trademarks of Corel Corporation in Canada, the United States and/or other countries. All other product, font and company names and logos are trademarks or registered trademarks of their respective companies.

Press Contact:

Anne Vis

(613) 728-0826 ext. 5182

anne.vis@corel.com

Investor Contact:

John Hladkowicz

(613) 728-0826 ext. 1194

john.hladkowicz@corel.com