0000930661-01-501785.txt : 20011008 0000930661-01-501785.hdr.sgml : 20011008 ACCESSION NUMBER: 0000930661-01-501785 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010919 FILER: 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: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-67310 FILM NUMBER: 1740618 BUSINESS ADDRESS: STREET 1: 1600 CARLING AVE STREET 2: OTTAWA ONTARIO K1Z 8R7 CITY: CANADA STATE: A6 ZIP: 00000 BUSINESS PHONE: 6137288200 MAIL ADDRESS: STREET 1: 1600 CARLING AVENUE STREET 2: OTTAWA ONTARIO K1Z 8R7 CITY: CANADA STATE: A6 ZIP: 00000 S-4/A 1 ds4a.txt AMENDMENT NO. 2 TO FORM S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2001 Registration Statement No. 333-67310 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- COREL CORPORATION (Exact Name of Registrant as Specified in its Charter) -------------- Canada 7372 Not applicable (State or Other (Primary Standard (I.R.S. Employer Jurisdiction Industrial Identification No.) of Incorporation or Classification Code Organization) Number) 1600 Carling Avenue Ottawa, Ontario K1Z 8R7 (613) 728-8200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) -------------- John Blaine Chief Financial Officer Corel Corporation 1600 Carling Avenue Ottawa, Ontario K1Z 8R7 (613) 728-8200 (Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service) Copies of all communications to: Robert D. Chapman, Esq. Mark Weissler, Esq. John B. McKnight, Esq. McCarthy Tetrault LLP Milbank, Tweed, Hadley& Locke Liddell & Sapp 40 Elgin Street, Suite McCloy LLP LLP 1400 One Chase Manhattan 2200 Ross Avenue, Suite Ottawa, Ontario K1P 5K6 Plaza 2200 New York, New York 10005 Dallas, Texas 75201 -------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to completion of the merger contemplated by the merger agreement, dated as of July 16, 2001, described in the enclosed prospectus/proxy statement, have been satisfied or waived. -------------- If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] -------------- The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 20. Indemnification of Directors and Officers. Canadian law generally permits a corporation to indemnify its directors and officers for all costs, charges and expenses incurred by the person in respect of any action or proceeding to which that person is made a party by reason of being a director or officer if the person (i) acted in good faith with a view to the best interests of the corporation and (ii) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing his conduct was lawful. Canadian law generally requires a corporation to indemnify its directors and officers if the person is substantially successful on the merits of his defense of the action, the person fulfills (i) and (ii) above, and is otherwise fairly and reasonably entitled to indemnity. The registrant's bylaws generally provides that the corporation is required to indemnify a director or officer against liability incurred in that capacity to the extent permitted or required by Canadian law. A policy of directors' and officers' liability insurance is maintained by the registrant which insures directors and officers of the registrant and its subsidiaries for losses a result of claims based on the acts or omissions as directors and officers of the registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission, the indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. Item 21. Exhibits and Financial Statement Schedules. (a) Exhibits
Exhibit No. Description of Exhibits ------- ----------------------- 2.1 Merger Agreement dated as of July 16, 2001 as amended and restated between Corel Corporation, Calgary I Acquisition Corp. and Micrografx, Inc. (included as Annex A to this prospectus/proxy statement) 2.2 Form of Participation Rights Agreement (included as Annex B to this prospectus/proxy statement) 5.1+ Opinion of McCarthy Tetrault LLP with respect to the validity of the shares being offered 8.1+ Tax Opinion of Milbank, Tweed, Hadley & McCloy LLP 8.2+ Tax Opinion of McCarthy Tetrault LLP (set forth in Exhibit 5.1) 8.3+ Tax Opinion of Locke Liddell & Sapp LLP 9.1 Form of Proxy and Voting Agreement (included as Annex C to this prospectus/proxy statement) 23.1+ Consent of McCarthy Tetrault LLP (set forth in Exhibit 5.1) 23.2+ Consent of Ernst & Young LLP 23.3+ Consent of PricewaterhouseCoopers LLP 23.4+ Consent of James L. Hopkins as a person named to be a director of Corel Corporation 23.5+ Consent of Milbank, Tweed, Hadley & McCloy LLP (set forth in Exhibit 8.1)
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Exhibit No. Description of Exhibits ------- ----------------------- 23.6+ Consent of McCarthy Tetrault LLP (set forth in Exhibit 8.2) 23.7+ Consent of Locke Liddell & Sapp LLP (set forth in Exhibit 8.3) 24.1+ Powers of Attorney (set forth on signature page) 25.1* Form T-1 99.1+ Form of Proxy 99.2+ Consent of Alliant Partners
-------- * filed herewith + previously filed (b) Financial Statement Schedules Not applicable. Item 22. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act or 1934, as amended, that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, Canada on September 19, 2001. Corel Corporation By: /s/ John Blaine ---------------------------------- John Blaine Executive Vice President, Finance and Chief Financial Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- * President and Chief September 19, 2001 ______________________________________ Executive Officer Derek J. Burney (principal executive officer) /s/ John Blaine Executive Vice President, September 19, 2001 ______________________________________ Finance, Chief Financial John Blaine Officer and Treasurer (principal accounting officer and principal financial officer) * Chairman and Director September 19, 2001 ______________________________________ James Baillie * Director September 19, 2001 ______________________________________ Lyle Blair * Director September 19, 2001 ______________________________________ Hunter S. Grant * Director September 19, 2001 ______________________________________ Jean-Louis Malouin Director September , 2001 ______________________________________ Barbara McDougall * Authorized United States September 19, 2001 ______________________________________ Representative Steven Houck
/s/ John Blaine *By: ________________________________ John Blaine Attorney-in-Fact II-4 EXHIBIT INDEX
Exhibit No. Description of Exhibits ------- ----------------------- 2.1 Merger Agreement dated as of July 16, 2001 as amended and restated between Corel Corporation, Calgary I Acquisition Corp. and Micrografx, Inc. (included as Annex A to this prospectus/proxy statement) 2.2 Form of Participation Rights Agreement (included as Annex B to this prospectus/proxy statement) 5.1+ Opinion of McCarthy Tetrault LLP with respect to the validity of the shares being offered 8.1+ Tax Opinion of Milbank, Tweed, Hadley & McCloy LLP 8.2+ Tax Opinion of McCarthy Tetrault LLP (set forth in Exhibit 5.1) 8.3+ Tax Opinion of Locke Liddell & Sapp LLP 9.1 Form of Proxy and Voting Agreement (included as Annex C to this prospectus/proxy statement) 23.1+ Consent of McCarthy Tetrault LLP (set forth in Exhibit 5.1) 23.2+ Consent of Ernst & Young LLP 23.3+ Consent of PricewaterhouseCoopers LLP 23.4+ Consent of James L. Hopkins as a person named to be a director of Corel Corporation 23.5+ Consent of Milbank, Tweed, Hadley & McCloy LLP (set forth in Exhibit 8.1) 23.6+ Consent of McCarthy Tetrault LLP (set forth in Exhibit 8.2) 23.7+ Consent of Locke Liddell & Sapp LLP (set forth in Exhibit 8.3) 24.1+ Powers of Attorney (set forth on signature page) 25.1* Form T-1 99.1+ Form of Proxy 99.2+ Consent of Alliant Partners
-------- * filed herewith + previously filed II-5 EX-25.1 3 dex251.txt FORM T-1 EXHIBIT 25.1 ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) COREL CORPORATION (Exact name of obligor as specified in its charter) Canada Not applicable (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1600 Carling Avenue Ottawa, Ontario K1Z 8R7 (Address of principal executive offices) (Zip code) _____________ Debt Securities (Title of the indenture securities) ================================================================================ 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject.
---------------------------------------------------------------------------------- Name Address ---------------------------------------------------------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a- 29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -2- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 19th day of September, 2001. THE BANK OF NEW YORK By: /s/ TERRENCE T. RAWLINS ------------------------------------ Name: TERRENCE T. RAWLINS Title: VICE PRESIDENT EXHIBIT 7 --------- -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS Dollar Amounts In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin........................................... $ 2,811,275 Interest-bearing balances....................... 3,133,222 Securities: Held-to-maturity securities..................... 147,185 Available-for-sale securities................... 5,403,923 Federal funds sold and Securities purchased under agreements to resell...................... 3,378,526 Loans and lease financing receivables: Loans and leases held for sale.................. 74,702 Loans and leases, net of unearned income................................37,471,621 LESS: Allowance for loan and lease losses.............................599,061 Loans and leases, net of unearned income and allowance............................ 36,872,560 Trading Assets................................... 11,757,036 Premises and fixed assets (including capitalized leases)......................................... 768,795 Other real estate owned.......................... 1,078 Investments in unconsolidated subsidiaries and associated companies............................ 193,126 Customers' liability to this bank on acceptances outstanding..................................... 592,118 Intangible assets................................ Goodwill...................................... 1,300,295 Other intangible assets....................... 122,143 Other assets..................................... 3,676,375 -----------
Total assets..................................... $70,232,359 ============= LIABILITIES Deposits: In domestic offices............................. $25,962,242 Noninterest-bearing ..................10,586,346 Interest-bearing......................15,395,896 In foreign offices, Edge and Agreement subsidiaries, and IBFs......................... 24,862,377 Noninterest-bearing......................373,085 Interest-bearing......................24,489,292 Federal funds purchased and securities sold under agreements to repurchase.................. 1,446,874 Trading liabilities.............................. 2,373,361 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)....................... 1,381,512 Bank's liability on acceptances executed and outstanding..................................... 592,804 Subordinated notes and debentures................ 1,646,000 Other liabilities................................ 5,373,065 ------------- Total liabilities................................ $63,658,235 ============= EQUITY CAPITAL Common stock..................................... 1,135,284 Surplus.......................................... 1,008,773 Retained earnings................................ 4,426,033 Accumulated other comprehensive income........... 4,034 Other equity capital components.................. 0 ---------------------------------------------------------------------------------------- Total equity capital............................. 6,574,124 ------------- Total liabilities and equity capital............. $70,232,359 =============
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above- named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro, Senior Vice President and Comptroller We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Thomas A. Renyi Directors Gerald L. Hassell Alan R. Griffith --------------------------------------------------------------------------------