SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_____________________

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

(Amendment No. 1)

COREL CORPORATION

(Name of Subject Company)

COREL HOLDINGS, L.P.

(Offeror)

(Names of Filing Persons (identifying status as offeror, issuer and other person))

COMMON SHARES, NO PAR VALUE

(Title of Class of Securities)

_____________________

21869X103

(Cusip Number of Class of Securities)

Corel Holdings, L.P.

Vector Capital Partners II International, Ltd.

Alexander R. Slusky

c/o Vector Capital Corporation

One Market Street, Steuart Tower, 23rd Floor,

San Francisco, CA  94105

Telephone:  (415) 293-5000

Attn:  Alexander R. Slusky

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

Martin A. Wellington Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 Telephone:  (650) 752-2000 Craig Wright Emmanuel Z. Pressman Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada MX5 1B8 Telephone:  (416) 362-2111

CALCULATION OF FILING FEE
Transaction Valuation*	Amount of Filing Fee**
$29,862,238.98	$1,666.31

*           Estimated for purposes of calculating the filing fee only.  Calculated by adding (i) the product of (A) 8,222,724, which is the difference between 25,905,422, the number of common shares, no par value (“Shares”), of Corel Corporation outstanding as of September 22, 2009, and 17,682,698, the number of Shares beneficially owned by Corel Holdings, L.P. and (B) $3.50, which is the per Share tender offer price, (ii) the product of (A) 447,767, which is the number of Shares issuable upon the exercise of outstanding options that are vested and exercisable as of September 30, 2009 with an exercise price less than $3.50 (“in-the-money” options), and (B) $2.33, which is the difference between the $3.50 per Share tender offer price and $1.17, the weighted average exercise price of such options, and (iii) the product of (A) 10,688, which is the number of restricted stock units (“RSUs”) that are vested and exercisable as of September 30, 2009, and (B) $3.50, which is the per Share tender offer price. The number of outstanding Shares is contained in Corel Corporation’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2009.  The number of Shares issuable upon the exercise of “in-the-money” options, the weighted average exercise price for such options

and the number of RSUs that are vested before September 30, 2009 are provided by Corel Corporation.

**    The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory # 2 for Fiscal Year 2010 issued by the Securities and Exchange Commission on September 28, 2009, by multiplying the transaction valuation by 0.0000558.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,666.31	Filing Party:	Corel Holdings, L.P.
Form or Registration No.:	SC TO-T	Date Filed:	October 28, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

x going-private transaction subject to Rule 13e-3.

x amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.    o

This Amendment No. 1 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO (the “Schedule TO”) on October 28, 2009 by Corel Holdings, L.P., a Cayman Islands limited partnership (the “Purchaser”).  The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common shares, no par value (the “Shares”) of Corel Corporation, a Canadian corporation (the “Company”), not owned by the Purchaser and its affiliates at $3.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 28, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

All capitalized terms used in this Amendment No. 1 without definition have the meanings ascribed to them in the Schedule TO.

The purposes of this Amendment No. 1 are (i) to correct an error that appeared on the cover page of the Schedule TO with respect to the Cusip number of the shares and (ii) to amend Item 12 to add the Investor Presentation as Exhibit (a)(5)(ii).

The Cusip number of securities on the cover page of the Schedule TO is hereby amended and restated by replacing “21868Q109” with “21869X103”.

Item 12.  Exhibits.

Item 12 is hereby amended and supplemented with the following information:

Exhibit No.	Description
(a)(5)(ii)	Investor Presentation.

Information Required by Schedule 13D

This Schedule TO also constitutes Amendment No. 3 to Statement on Schedule 13D of Corel Holdings, L.P., Vector Capital Partners II International, Ltd. and Alexander R. Slusky filed with the Securities and Exchange Commission on April 1, 2008, as amended (the “Schedule 13D”).

The Cusip number on each of the cover pages of the Schedule 13D is hereby amended and restated by replacing “21868Q109” with “21869X103”.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  November 2, 2009

Corel Holdings, L.P.
By Vector Capital Partners II International, Ltd.	/s/ Alexander R. Slusky
Its General Partner	Alexander R. Slusky
	Director
Vector Capital Partners II International, Ltd.	/s/ Alexander R. Slusky
	Alexander R. Slusky
	Director
Alexander R. Slusky	/s/ Alexander R. Slusky

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase, dated October 28, 2009.*
(a) (1)(ii)	Letter of Transmittal.*
(a) (1)(iii)	Notice of Guaranteed Delivery.*
(a) (1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(5)(i)	Press Release issued by Corel Holdings, L.P., dated October 28, 2009.*
(a)(5)(ii)	Investor Presentation.
(f)	Reference is made to Section “Special Factors—Section 4—Acquisition of Shares Not Tendered in the Offer; Dissenters’ Rights” of the Offer to Purchase, which is filed as Exhibit (a)(1)(i) to this Schedule TO.
(g)	Not applicable.
(h)	Not applicable.

____________

     *   Previously filed

EX-99.A.5.II

	Exhibit (a)(5)(ii)
VECTOR CAPITAL Offer to Acquire Minority Shares in Corel Corporation November 2009

Cautionary Statement Regarding Forward-Looking Statements These materials contain, in addition to historical information, certain forward-looking statements. All statements included in these materials concerning activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. In particular, these materials contain forward-looking statements regarding Corel Corporation's financial condition, results of operations and compliance with debt covents. Actual results could differ materially from the results discussed in the forward-looking statements. Forward- looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including the risk that all conditions to the tender offer will not be satisfied. Additional information on these risks, uncertainties and factors is included in the documents filed by Corel Corporation with the Securities and Exchange Commission (SEC) at the website maintained by the SEC at www.sec.gov. We undertake no obligation to update any forward-looking statements. Additional Information and Where to Find It These materials are for informational purposes only and do not constitute an offer to purchase or a solicitation of an offer to sell Corel Corporation's common stock. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the offer to purchase, letter of transmittal and other related tender offer materials) filed by Corel Holdings, L.P. with the Securities and Exchange Commission (SEC) on October 28, 2009. The tender offer statement (and related materials), as they may be further amended from time to time, contain important information, including the terms and conditions of the offer, that should be read carefully before any decision is made with respect to the tender offer. Investors and security holders may obtain a free copy of these materials and other documents filed by Corel Holdings, L.P. with the SEC at the website maintained by the SEC at www.sec.gov. These materials may also be obtained for free by contacting the information agent for the tender offer, Innisfree M&A Incorporated, at (888) 750-5834. VECTOR CAPITAL 2

Transaction Terms o Cash tender for Corel Corporation shares at $3.50 per share o Offer to purchase filed October 28th, 2009 and open for 20 business days; offer expires November 25th unless extended - Offer made directly to all Corel shareholders o Opportunity for shareholders to realize liquidity in the near term VECTOR CAPITAL 3

Why Is Vector Taking Corel Private? 1 Company needs an equity injection to fund operations and to avoid breaching debt covenants 2 Need to refocus product initiatives to reflect geographic and economic realities 3 Ability to do add-on M and A as a public company is constrained by lack of cash, the illiquidity of Corel's shares and Corel's low equity valuation 4 Employee and management retention has proven difficult as a public company with a low stock price VECTOR CAPITAL 4

Vector has been Deeply Involved with Corel Since 2003 History o Vector took Corel private in August 2003 o Current Vector partner Amish Mehta served as interim CEO from November 2003 to July 2005 o Vector led a series of prominent acquisitions for Corel - Jasc Software ('04) - Winzip ('06) - InterVideo ('06) o Corel re-IPO'd in April 2006 o Vector currently holds 68.3% of outstanding shares > No shareholder has worked harder for Corel VECTOR CAPITAL 5

With Vector's Active Support, Corel has Tried Everything to Maximize Shareholder Value Operational Improvement o Expanded sales to new geographies o Expanded global sales channels o Launched new products o Hired new management team o Implemented new employee incentive plan o Reduced expenses by over $40M in response to the global recession o Opened executive offices in Silicon Valley to tap additional talent o Transformed the business into a leading digital media software company M&A / Strategic Alternatives o Acquired InterVideo ($196M transaction) o Attempted additional "game changing" M&A transactions o Retained investment bankers to evaluate sale of whole company to strategics or financial sponsors o Explored raising junior debt for a dividend recapitalization for all shareholders o Ran process for sale of significant divisions - approached 28 individual bidders o In 2008, engaged in a broad process to evaluate all strategic alternatives - process was unsuccessful VECTOR CAPITAL 6

Corel's stock has consistently underperformed the public markets Corel stock performance vs. NASDAQ, % [GRAPHIC OMITTED] > Corel has never been appreciated by the public markets > All Wall Street research analysts have dropped coverage VECTOR CAPITAL 7

Corel's Difficulties in the Public Markets are Only Getting Worse Corel stock performance vs. NASDAQ, % [GRAPHIC OMITTED] > Corel's stock has been relatively unresponsive to even the recent broad market rally VECTOR CAPITAL 8

Low Liquidity Plagues Corel Liquidity by Calendar Quarter [GRAPHIC OMITTED] > There is little opportunity for investors to enter or exit meaningful positions > Even small trades dramatically affect the stock price *Includes volume on both the NASDAQ and the TSX Source: FactSet VECTOR CAPITAL 9

Operating Performance has Consistently Deteriorated [GRAPHIC OMITTED] *Corel management forecasts; assumes $15M principal repayment in Q4 2009. VECTOR CAPITAL 10

Corel's Dangerously Low Cash Balance is Not Easily Fixed 1 Covenants on existing debt prohibit raising additional debt even if it were available 2 Vector's ability to invest additional cash is constrained as long as Corel remains public 3 Raising equity from third parties, if possible, would be highly dilutive tO common shareholders 4 No assets can be sold fast enough that are large enough to make a difference VECTOR CAPITAL 11

Corel is Already 'Skimming the Bottom' on Debt Covenants [GRAPHIC OMITTED] Analyst ratings: o S&P cuts Corel rating from B to B- on 10/30/09 o S&P revised outlook on Corel from 'Stable' to 'Negative' on 10/5/09 o Moody's revised outlook on Corel from 'Positive' to 'Stable' on 7/30/09 Corel has already come dangerously close to breaching covenants and will breach covenants in Q409 absent paydown or other cure *Historical coverage ratios are derived from publicly available financial statements and Corel's credit facility, all of which have been filed with the Securities and Exchange Commission VECTOR CAPITAL 12

We Believe Corel is at Serious Risk of Violating Covenants in Q1 2010 o We believe Corel is at serious risk of violating covenants in Q1 2010, even in the best of scenarios. This risk will be exacerbated with any of the following: - Continued deterioration in operating performance - Expense associated with pending or future litigation - Company restructuring costs - Transaction costs associated with strategic alternatives review - Necessary increases in capital expenditures VECTOR CAPITAL 13

We Believe a Sale to Vector Capital is Better than Possible Alternatives Available to Corel Possible Alternatives Pros / cons 1 Wait for operating performance o Unlikely to work based on management's to recover financial forecast o Unacceptable cost of failure 2 Amend debt covenants o Expensive to improve covenants o No certainty of success o Cash balance will remain dangerously low 3 Sale to another party o Prior efforts demonstrate lack of serious interest o Current product portfolio is unappealing to strategics o Financial buyers cannot procure debt > We are willing to bear the risks facing Corel while offering shareholders a fair price and liquidity otherwise not realizable VECTOR CAPITAL 14

Possible Outcomes of Our Offer Tender Offer Accepted Tender Offer Rejected o Corel Corporation becomes a private o Corel Corporation remains a public company company o Tendering shareholders will receive o Corel stock will continue to trade cash for their shares in the first on extremely thin volume, and week of December shareholders will be unable to easily enter or exit substantial o Corel Corporation will have a far positions wider range of options available in order to surmount its present o The company will be forced to make difficulties business decisions in order to comply with debt covenants at the o Corel will be in a stronger expense of its business plan position to execute its business plan, M&A and divestitures o Opportunities will continue to pass Corel by o Vector Capital will bear all risks of a failure of Corel o Public structure will inhibit Corel and the stock market is unlikely to reward the Company even if it performs well VECTOR CAPITAL 15