-----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, BkwwkBsnrFV0zlqK0gH6HTTgHflASOrM/RSYZLbUHgobI5L18NNvJtWvfX71aq6G vdfLjv3tGZJbnBjrZSJYQw== 0000891092-03-002230.txt : 20030820 0000891092-03-002230.hdr.sgml : 20030820 20030820161842 ACCESSION NUMBER: 0000891092-03-002230 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030820 GROUP MEMBERS: VECTOR CAPITAL II, LP GROUP MEMBERS: VECTOR CAPITAL PARTNERS II, L.L.C. GROUP MEMBERS: VECTOR CC HOLDINGS, SRL GROUP MEMBERS: VECTOR ENTREPRENEUR FUND II, LP GROUP MEMBERS: VECTOR MEMBER FUND II, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COREL CORP CENTRAL INDEX KEY: 0000890640 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 101151819 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43546 FILM NUMBER: 03858301 BUSINESS ADDRESS: STREET 1: 1600 CARLING AVE STREET 2: OTTAWA CITY: ONTARIO CANADA STATE: A6 ZIP: K1Z 8R7 BUSINESS PHONE: 6137288200 MAIL ADDRESS: STREET 1: 1600 CARLING AVENUE STREET 2: OTTAWA CITY: ONTARIO CANADA STATE: A6 ZIP: K1Z 8R7 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VECTOR CAPITAL PARTNERS II LLC CENTRAL INDEX KEY: 0001133959 IRS NUMBER: 943311526 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O VECTOR CAPITAL STREET 2: 456 MONTGOMERY ST. 19TH FL. CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4152935000 MAIL ADDRESS: STREET 1: C/O VECTOR CAPITAL STREET 2: 456 MONTGOMERY ST. 19TH FL. CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 e15539sc13da.txt SCHEDULE 13D AMEND NO. 1 - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 1 of 9 - --------------------- ----------- United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No.3 Corel Corporation ----------------- (Name of Issuer) Common Shares, no par value per share ------------------------------------- (Title of Class of Securities) 21868Q 10 9 -------------- (CUSIP Number) Vector Capital Partners II, L.L.C., Vector Capital II, L.P., Vector Member Fund II, L.P., Vector Entrepreneur Fund II, L.P., Vector CC Holdings, SRL c/o Vector Capital 456 Montgomery Street, 19th Floor San Francisco, California 94104 Attn: Chris Nicholson with a copy to: Darren Sukonick Torys LLP Suite 3000, Maritime Life Tower P.O. Box 270, Toronto-Dominion Centre Toronto, Ontario M5K 1N2 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 18, 2003 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 2 of 9 - --------------------- ----------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vector Capital Partners II, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, AF (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------------- 8 SHARED VOTING POWER 22,890,000 common shares of the Issuer, comprised of 12,500,000 outstanding common shares and 10,390,000 common shares issuable upon the conversion of the remaining 10,390,000 Series A preferred shares of the Issuer. NUMBER OF As of August 18, 2003, the Reporting Person is deemed to SHARES own 12,500,000 common shares of the Issuer held by BENEFICIALLY Vector CC Holdings, SRL. However, pursuant to Rule 13d-3 OWNED BY EACH under the Securities Exchange Act of 1934, as amended, REPORTING Vector CC Holdings, SRL may be deemed to beneficially PERSON WITH own 22,890,000 common shares of the Issuer, assuming the conversion of the remaining 10,390,000 of the Series A preferred shares of the Issuer acquired by Vector CC Holdings, SRL pursuant to the purchase agreement between its predecessor, Vector CC Holdings, L.L.C., and Microsoft Licensing, Inc. dated March 7, 2003. -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.75% assuming conversion of the remaining 10,390,000 Series A preferred shares of the Issuer . - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT. - -------------------------------------------------------------------------------- - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 3 of 9 - --------------------- ----------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vector Capital II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, AF (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------------- 8 SHARED VOTING POWER 22,890,000 common shares of the Issuer, comprised of 12,500,000 outstanding common shares and 10,390,000 common shares issuable upon the conversion of the remaining 10,390,000 Series A preferred shares of the Issuer. NUMBER OF As of August 18, 2003, the Reporting Person is deemed to SHARES own 12,500,000 common shares of the Issuer held by BENEFICIALLY Vector CC Holdings, SRL. However, pursuant to Rule 13d-3 OWNED BY EACH under the Securities Exchange Act of 1934, as amended, REPORTING Vector CC Holdings, SRL may be deemed to beneficially PERSON WITH own 22,890,000 common shares of the Issuer, assuming the conversion of the remaining 10,390,000 of the Series A preferred shares of the Issuer acquired by Vector CC Holdings, SRL pursuant to the purchase agreement between its predecessor, Vector CC Holdings, L.L.C., and Microsoft Licensing, Inc. dated March 7, 2003. -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.75% assuming conversion of the remaining 10,390,000 Series A preferred shares of the Issuer . - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT. - -------------------------------------------------------------------------------- - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 4 of 9 - --------------------- ----------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vector Member Fund II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, AF (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------------- 8 SHARED VOTING POWER 22,890,000 common shares of the Issuer, comprised of 12,500,000 outstanding common shares and 10,390,000 common shares issuable upon the conversion of the remaining 10,390,000 Series A preferred shares of the Issuer. NUMBER OF As of August 18, 2003, the Reporting Person is deemed to SHARES own 12,500,000 common shares of the Issuer held by BENEFICIALLY Vector CC Holdings, SRL. However, pursuant to Rule 13d-3 OWNED BY EACH under the Securities Exchange Act of 1934, as amended, REPORTING Vector CC Holdings, SRL may be deemed to beneficially PERSON WITH own 22,890,000 common shares of the Issuer, assuming the conversion of the remaining 10,390,000 of the Series A preferred shares of the Issuer acquired by Vector CC Holdings, SRL pursuant to the purchase agreement between its predecessor, Vector CC Holdings, L.L.C., and Microsoft Licensing, Inc. dated March 7, 2003. -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.75% assuming conversion of the remaining 10,390,000 Series A preferred shares of the Issuer . - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT. - -------------------------------------------------------------------------------- - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 5 of 9 - --------------------- ----------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vector Entrepreneur Fund II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, AF (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------------- 8 SHARED VOTING POWER 22,890,000 common shares of the Issuer, comprised of 12,500,000 outstanding common shares and 10,390,000 common shares issuable upon the conversion of the remaining 10,390,000 Series A preferred shares of the Issuer. NUMBER OF As of August 18, 2003, the Reporting Person is deemed to SHARES own 12,500,000 common shares of the Issuer held by BENEFICIALLY Vector CC Holdings, SRL. However, pursuant to Rule 13d-3 OWNED BY EACH under the Securities Exchange Act of 1934, as amended, REPORTING Vector CC Holdings, SRL may be deemed to beneficially PERSON WITH own 22,890,000 common shares of the Issuer, assuming the conversion of the remaining 10,390,000 of the Series A preferred shares of the Issuer acquired by Vector CC Holdings, SRL pursuant to the purchase agreement between its predecessor, Vector CC Holdings, L.L.C., and Microsoft Licensing, Inc. dated March 7, 2003. -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.75% assuming conversion of the remaining 10,390,000 Series A preferred shares of the Issuer . - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT. - -------------------------------------------------------------------------------- - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 6 of 9 - --------------------- ----------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vector CC Holdings, SRL - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, AF (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Barbados - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------------- 8 SHARED VOTING POWER 22,890,000 common shares of the Issuer, comprised of 12,500,000 outstanding common shares and 10,390,000 common shares issuable upon the conversion of the remaining 10,390,000 Series A preferred shares of the Issuer. NUMBER OF As of August 18, 2003, the Reporting Person is deemed to SHARES own 12,500,000 common shares of the Issuer held by BENEFICIALLY Vector CC Holdings, SRL. However, pursuant to Rule 13d-3 OWNED BY EACH under the Securities Exchange Act of 1934, as amended, REPORTING Vector CC Holdings, SRL may be deemed to beneficially PERSON WITH own 22,890,000 common shares of the Issuer, assuming the conversion of the remaining 10,390,000 of the Series A preferred shares of the Issuer acquired by Vector CC Holdings, SRL pursuant to the purchase agreement between its predecessor, Vector CC Holdings, L.L.C., and Microsoft Licensing, Inc. dated March 7, 2003. -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,890,000 common shares of the Issuer assuming conversion of the remaining Series A preferred shares of the Issuer. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.75% assuming conversion of the remaining 10,390,000 Series A preferred shares of the Issuer . - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT. - -------------------------------------------------------------------------------- - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 7 of 9 - --------------------- ----------- This Amendment No. 3, dated August 20, 2003, is filed jointly by Vector Capital Partners II, L.L.C., a Delaware limited liability company ("Vector Capital Partners II"), Vector Capital II, L.P., a Delaware limited partnership ("Vector Capital II LP"), Vector Member Fund II, L.P., a Delaware limited partnership ("Vector Member Fund II"), Vector Entrepreneur Fund II, L.P., Delaware limited partnership ("Vector Entrepreneur Fund") and Vector CC Holdings, SRL, a Barbados Society with Restricted Liability ("Vector Holdings SRL" and, together with Vector Capital Partners II, Vector Capital II LP, Vector Member Fund II and Vector Entrepreneur Fund II, the "Reporting Persons"). Capitalized terms used in this Amendment but not defined will have the meanings given to those terms in the Schedule 13D dated March 17, 2003, filed by Vector Capital Partners II, Vector Capital II LP, Vector Member Fund II, Vector Entrepreneur Fund and Vector CC Holdings, SRL's predecessor, Vector CC Holdings, L.L.C. (the "Initial Reporting Persons") (the "Initial Schedule 13D"), Amendment No. 1 dated March 26, 2003 filed by the Initial Reporting Persons ("Amendment No. 1") and Amendment No. 2 dated June 10, 2003 filed by the Initial Reporting Persons ("Amendment No. 2" and together with the Initial Schedule 13D and Amendment No. 1, the "Schedule 13D"). This Amendment hereby amends and supplements the Schedule 13D. All items not described in this Amendment remain as previously reported in the Schedule 13D. Item 4. Purpose of Transaction Item 4 is hereby amended and supplemented by adding the following: On June 6, 2003, the Initial Reporting Persons and the Issuer issued a joint press release announcing that the Issuer and Corel Holdings, L.P., a Delaware limited partnership ("AcquisitionCo") and Vector CC Acquisitions Inc., a corporation incorporated under the laws of the Province of Ontario ("BuyerCo") had entered into an Acquisition Agreement, dated as of June 6, 2003 (the "Acquisition Agreement"), pursuant to which AcquisitionCo, BuyerCo and the Issuer will become bound by a statutory arrangement (the "Acquisition") following approval of certain security-holders of the Issuer at a special meeting of security-holders (the "Meeting"). Pursuant to the Acquisition, each common share, no par value per share, of the Issuer ("Common Share") issued and outstanding at the effective time of the Acquisition (other than the Common Shares held by the Reporting Persons or their affiliates) will be converted into (1) one new Series B Preferred Share of the Issuer ("Series B Share") and (2) one new common share of the Issuer ("New Common Share"). Upon the closing of the Acquisition, (i) each Series B Share will be transferred to BuyerCo and (ii) each New Common Share will be transferred to AcquisitionCo, in exchange for total cash consideration of $1.05. On June 26, 2003 Vector CC Holdings, L.L.C. transferred jurisdiction to Barbados and continued in Barbados as Vector CC Holdings, SRL, a Barbados Society with Restricted Liability. On July 11, 2003 AcquisitionCo transferred and assigned all of its rights, title and interest in and to the Acquisition Agreement to Corel Holdings, L.P., a limited partnership existing under the laws of the Cayman Islands. - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 8 of 9 - --------------------- ----------- On August 18, 2003 Vector Holdings SRL converted 12,500,000 of its 22,890,000 Series A participating convertible shares of the Issuer into an equal number of voting common shares of the Issuer and has agreed to vote those common shares, in addition to its Series A preferred shares, in favor of the transaction. Common shares voted by Vector Holdings SRL count toward achieving a quorum for the Meeting, but do not change the requirement that, in order for the arrangement to be approved, it must gain the support of a majority of the non-Vector shares voted at the Meeting. Following this conversion, Vector Holdings SRL holds 10,390,000 Series A preferred shares representing 100% of the outstanding shares of that class and 12,500,000 common shares representing 11.85% of the outstanding shares of that class (or 19.75% of the common shares assuming conversion of all remaining Series A preferred shares held by Vector Holdings SRL into common shares). Item 7. Material to be Filed as Exhibits 1. Joint Filing Agreement dated March 17, 2003 among Vector Capital Partners II, L.L.C., Vector Capital II, L.P., Vector Member Fund II, L.P., Vector Entrepreneur Fund II, L.P. and Vector CC Holdings, L.L.C. relating to the filing of a joint statement on Schedule 13D (incorporated by reference to Exhibit 1 to the Initial Schedule 13D). 2. Purchase Agreement dated March 7, 2003, between Microsoft Licensing, Inc. and Vector CC Holdings, L.L.C. (incorporated by reference to Exhibit 2 to the Initial Schedule 13D). 3. Nondisclosure and Standstill Agreement by and among Corel Corporation, Vector CC Holdings, L.L.C. and Vector Capital Corporation dated March 24, 2003. (incorporated by reference to Exhibit 3 to Amendment No. 1). 4. Acquisition Agreement between Corel Holdings, L.P. and Vector Acquisitions Inc. and Corel Corporation, dated as of June 6, 2003. (incorporated by reference to Exhibit 4 to Amendment No. 2). 5. Press Release dated June 6, 2003 issued by the Issuer and Vector Capital Corporation. (incorporated by reference to Exhibit 5 to Amendment No. 2). 6. Joint Filing Agreement dated August 20, 2003 among Vector Capital Partners II, L.L.C., Vector Capital II, L.P., Vector Member Fund II, L.P., Vector Entrepreneur Fund II, L.P. and Vector CC Holdings, SRL relating to the filing of a joint statement on Schedule 13D. 7. Press Release dated August 19, 2003 issued by the Issuer and Vector Capital Corporation. - --------------------- ----------- CUSIP No. 21868Q 10 9 Page 9 of 9 - --------------------- ----------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 20, 2003 VECTOR CC HOLDINGS, SRL By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Manager VECTOR CAPITAL PARTNERS II, L.L.C. By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Managing Member VECTOR CAPITAL II, L.P. By: Vector Capital Partners II, L.L.C., its General Partner By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Managing Member VECTOR MEMBER FUND II, L.P. By: Vector Capital Partners II, L.L.C., its General Partner By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Managing Member VECTOR ENTREPRENEUR FUND II, L.P. By: Vector Capital Partners II, L.L.C., its General Partner By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Managing Member EX-6 3 e15539ex6.txt JOINT FILING AGREEMENT EXHIBIT 6 JOINT FILING AGREEMENT We, the signatories of the Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. VECTOR CC HOLDINGS, SRL By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Manager VECTOR CAPITAL PARTNERS II, L.L.C. By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Managing Member VECTOR CAPITAL II, L.P. By: Vector Capital Partners II, L.L.C., its General Partner By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Managing Member VECTOR MEMBER FUND II, L.P. By: Vector Capital Partners II, L.L.C., its General Partner By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title: Managing Member VECTOR ENTREPRENEUR FUND II, L.P. By: Vector Capital Partners II, L.L.C., its General Partner By: /s/ Alexander R. Slusky ----------------------------------- Name: Alexander R. Slusky Title:Managing Member EX-7 4 e15539ex7.txt COREL VOTING CONTINUES Exhibit 7 [LOGO] Corel For Immediate Release Corel Voting Continues Up to Tomorrow's Special Meeting Ottawa, Canada and San Francisco, CA - August 19, 2003 - Corel Corporation (NASDAQ: CORL, TSX: COR) and the Vector Capital Group today reminded Corel securityholders that they can still submit their votes for tomorrow's Special Meeting by either attending in person or by proxy as long as the proxy forms are received in time for the start of the meeting. The Special Meeting of the Company's securityholders will be held at 4:00 p.m., Eastern time, on August 20, 2003 at the Holiday Inn on King, 370 King Street West, Toronto. Those eligible to vote are holders of Corel securities including: Corel common shares; Series A participating convertible preferred shares; and options, warrants or other securities (excluding Series A Shares) exercisable for, convertible into or exchangeable for common shares for less than US $1.05 per share. Proxy voting by mail or by fax officially ended August 18, 2003 at 5:00 p.m. Eastern. However, Corel securityholders who are registered shareholders or who hold convertible securities may still vote by attending the meeting in person. In addition, Computershare has confirmed that it will continue to accept mailed or faxed proxies up to 5:00 p.m. Eastern tonight, August 19, 2003. To cast their vote, holders of Corel common shares are asked to complete and return the white proxy form while those with Corel convertible securities should use the green proxy form. Corel shareholders whose securities are held by a broker may contact their broker, or vote via the Internet or telephone using the control number found on their proxy form. At the Special Meeting, Corel securityholders will vote on three resolutions including one approving a Plan of Arrangement that would result in the Vector Capital group acquiring all the common shares of Corel for US $1.05 (or approximately Cdn $1.48 based on recent exchange rates) per share. "Based on the most recent voting reports, the resolutions are receiving broad-based support from large and small shareholders alike," said James Baillie, Chairman of the Board of Corel Corporation. "Corel wants to encourage as many securityholders as possible to vote to ensure that their views are reflected in this important decision about the company's future." Added Alex Slusky, Managing Partner at Vector Capital: "While the vote has generated a passionate response among some shareholders, it's important that shareholders base their decision not on the misguided and potentially misleading claims of a dissident few, but on a realistic view of the facts as described in detail in the Management Proxy Circular sent to all securityholders." As discussed in detail in the Mangement Proxy Circular, the facts are as follows: o The Vector proposal has been unanimously recommended by the Board of Directors of Corel after a thorough analysis of Corel's historical operating results, financial condition, and prospects, as well as the market conditions, trends and future prospects of the industry in which Corel operates. o It represents a 42 percent premium over the US $0.74 value of Corel shares at the time negotiations with Vector were first publicly announced. o The proposal is fair to securityholders from a financial point of view, according to the opinion provided to the Board of Directors by its financial advisor, CIBC World Markets Inc. o Pursuant to certain securities law requirements, a Formal Valuation of the issued and outstanding common shares as at May 31, 2003 was prepared for the Corel Board of Directors by KPMG Corporate Finance Inc. which valued the common shares in a range of US $1.00 to $1.08. Full details of the KPMG Formal Valuation are included as part of the Management Proxy Circular. o Vector's proposal remains the only proposal currently available to securityholders even after CIBC World Markets, working on behalf of the Board of Directors, conducted an extensive search for alternatives. o The proposal is subject to the Board's fiduciary right to consider and recommend a superior proposal should one emerge. Vector Converts Series A Shares Vector CC Holdings, SRL (a member of the Vector Capital group) has converted 12,500,000 of its 22,890,000 Series A participating convertible shares into an equal number of voting common shares and has agreed to vote those common shares, in addition to its Series A shares, in favor of the transaction. Common shares voted by Vector count toward achieving a quorum for the meeting, but do not change the requirement that, in order for the Plan of Arrangement to be approved, it must gain the support of a majority of the non-Vector shares voted at the meeting. Following this conversion, Vector CC Holdings, SRL holds 10,390,000 Series A shares representing 100% of the outstanding shares of that class and 12,500,000 common shares representing 11.85 % of the outstanding shares of that class (or 19.75 % of the common shares assuming conversion of all remaining Series A shares held by Vector CC Holdings, SRL into common shares). Corel securityholders who have questions about the Special Meeting or who require a proxy may contact their brokers or MacKenzie Partners Inc. toll-free at (800) 322-2885. Corel Corporation Founded in 1985, Corel Corporation (www.corel.com) is a leading technology company specializing in content creation tools, business process management and XML-enabled enterprise solutions. The company's goal is to give consumers and enterprise custom ers the ability to create, exchange and instantly interact with visual content that is always relevant, accurate and available. 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. Vector Capital Vector Capital is a San Francisco-based venture capital and private equity firm focused on special opportunity investments in software and information technology services. Vector serves the needs of growing software companies by actively partnering w ith their management in creating value for their custom ers and shareholders. Vector Capital's investments include LANDesk Software, Savi Technology and ProcessClaims. Additional information about Vector Capital can be obtained at www.vectorcapital.com. This press release contains forward-looking statements as defined by the United States Private Securities Litigation Reform Act of 1995, involving the com pany'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 statem ents. 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 com plete 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 forw ard-looking statements. -30- (C) 2003 Corel Corporation. All rights reserved. Corel and the Corel logo are trademarks or registered trademarks of Corel Corporation and/or its subsidiaries. All other product, font and company nam es and logos are trademarks or registered tradem arks of their respective com panies. For further information: Media: Corel Corporation Vector Capital Anne Vis John Lute Corel Corporation Lute & Company (613) 728 0826 ex 5182 (416) 929 5883 ex 222 anne.vis@corel.com jlute@luteco.com Investors: Deborah Pawlowski MacKenzie Partners Inc. KEI Advisors Toll free: 1 800 322 2885 (716) 843-3908 Collect: (212) 929-5500 dpawlowski@keiadvisors.com Proxy@mackenziepartners.com -----END PRIVACY-ENHANCED MESSAGE-----