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. 6)

COREL CORPORATION

(Name of Subject Company)

COREL HOLDINGS, L.P.

(Names of Filing Person (offeror))

Vector Capital Partners II International, Ltd.

Amish Mehta

Alexander R. Slusky

(Names of Filing Persons (other persons))

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

Amish Mehta

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 Fax:  (650) 752-3618 Craig Wright Emmanuel Z. Pressman Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 Telephone:  (416) 362-2111 Fax:  (416) 862-6666

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$34,671,748.00	$1,934.68

*           Estimated for purposes of calculating the filing fee only.  Calculated by multiplying (i) the sum of (A) 8,209,482, 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 17,695,940, the number of Shares beneficially owned by Corel Holdings, L.P., (B) 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 $4.00 (“in-the-money” options), and (C) 10,688, which is the number of restricted stock units (“RSUs”) that are vested and exercisable as of September 30, 2009, by (ii) $4.00, 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

Amount Previously Paid:	$271.33	Filing Party:	Corel Holdings, L.P.
Form or Registration No.:	SC TO-T/A	Date Filed:	November 12, 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

CUSIP No.

21869X103

1.	Names of Reporting Persons. Corel Holdings, L.P. (“Corel Holdings”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  o
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 22,306,539 shares, except that Vector Capital Partners II International, Ltd. (“VCP II Int’l”), the general partner of Corel Holdings, may be deemed to have sole power to vote these shares, and Alexander R. Slusky (“Slusky”), the sole director of VCP II Int’l, may be deemed to have sole power to vote these shares.
	8.	Shared Voting Power
	9.	Sole Dispositive Power 22,306,539 shares, except that VCP II Int’l, the general partner of Corel Holdings, may be deemed to have sole power to dispose of these shares, and Slusky, the sole director of VCP II Int’l, may be deemed to have sole power to dispose of these shares.
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,306,539
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
13.	Percent of Class Represented by Amount in Row (11) 86.1%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No.

21869X103

1.	Names of Reporting Persons. Vector Capital Partners II International, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  o
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 22,306,539 shares, all of which are beneficially owned by Corel Holdings.  VCP II Int’l, the general partner of Corel Holdings, may be deemed to have sole power to vote these shares, and Slusky, the sole director of VCP II Int’l, may be deemed to have sole power to vote these shares.
	8.	Shared Voting Power
	9.	Sole Dispositive Power 22,306,539 shares, all of which are beneficially owned by Corel Holdings.  VCP II Int’l, the general partner of Corel Holdings, may be deemed to have sole power to dispose of these shares, and Slusky, the sole director of VCP II Int’l, may be deemed to have sole power to dispose of these shares.
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,306,539
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
13.	Percent of Class Represented by Amount in Row (11) 86.1%
14.	Type of Reporting Person (See Instructions) 00

CUSIP No.

21869X103

1.	Names of Reporting Persons. Alexander R. Slusky
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6.	Citizenship or Place of Organization U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 22,306,539 shares, of which 40,201 are beneficially owned directly by Slusky and of which the remainder are beneficially owned by Corel Holdings.  Slusky is the sole director of VCP II Int’l, which is the general partner of Corel Holdings, and may be deemed to have sole power to vote these shares.
	8.	Shared Voting Power
	9.	Sole Dispositive Power 22,306,539 shares, of which 40,201 are beneficially owned directly by Slusky and of which the remainder are beneficially owned by Corel Holdings.  Slusky is the sole director of VCP II Int’l, which is the general partner of Corel Holdings, and may be deemed to have sole power to dispose of these shares.
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,306,539
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
13.	Percent of Class Represented by Amount in Row (11) 86.1%
14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 6 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO on October 28, 2009 (as amended and/or supplemented, the “Schedule TO”) 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 common shares, no par value (the “Shares”), of Corel Corporation, a Canadian corporation (the “Company”), not owned by Purchaser and its affiliates, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated November 16, 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. 6 without definition have the meanings ascribed to them in the Offer to Purchase.

The information in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO, and is supplemented by the information specifically provided herein.

On December 3, 2009, the Purchaser announced its determination not to extend the subsequent offering period.  The full text of the press release issued by Purchaser is set forth as Exhibit (a)(5)(vi) hereto and is incorporated by reference herein.

Item 10.  Financial Statements.

    Not applicable.

Item 12.  Exhibits.

Item 12 is hereby amended and supplemented to add the following additional exhibit:

Exhibit No.	Description
(a)(5)(vi)	Press Release dated December 3, 2009.

Information Required by Schedule 13D

This Schedule TO Amendment also constitutes Amendment No. 7 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 has been amended to reflect the acquisition of 65,773 shares that were tendered in the subsequent offering period between Thursday, November 26, 2009 and Thursday, December 3, 2009.

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:  December 3, 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
Amish Mehta	/s/ Amish Mehta

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)(1)(vii)	Amended and Restated Offer to Purchase, dated November 16, 2009.*
(a)(5)(i)	Press release dated October 28, 2009.*
(a)(5)(ii)	Investor Presentation.*
(a)(5)(iii)	Press release dated November 12, 2009.*
(a)(5)(iv)	Joint press release dated November 17, 2009.*
(a)(5)(v)	Press release dated November 26, 2009.*
(a)(5)(vi)	Press release dated December 3, 2009.
(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.VI

Exhibit (a)(5)(vi)

Vector Capital Press Contact:

Ada Wong

awong@vectorcapital.com

415-293-5030

Corel Holdings Announces Determination Not to Extend Subsequent Offering Period;

Opportunity to Tender Shares for Prompt Payment Expires at Midnight, New York City time, on Friday, December 4, 2009

San Francisco, California, December 3, 2009 – Corel Holdings, L.P. (“CHLP”), a limited partnership controlled by an affiliate of Vector Capital, today announced that it does not plan to extend the subsequent offering period that is scheduled to expire on Friday, December 4, 2009 in its all-cash tender offer to purchase all outstanding common shares, no par value, of Corel Corporation (Nasdaq: CREL; TSX: CRE), excluding the shares owned by CHLP and its affiliates, at U.S.$4.00 per share, net to the seller in cash, without interest and less applicable withholding taxes.

The initial offering period expired November 25, 2009, pursuant to which CHLP acquired approximately 52.4% of the outstanding shares of Corel Corporation not already held by CHLP and its affiliates.  Such shares constitute sufficient voting power for CHLP to consummate a subsequent acquisition transaction to acquire all common shares not tendered in the offer without any further action by the unaffiliated shareholders.  The subsequent offering period enables holders who did not tender during the initial offering period to participate in the offer and receive the U.S.$4.00 per share offer price promptly after such shares are tendered, rather than waiting until the completion of the subsequent acquisition transaction described in the offer to purchase.

If CHLP obtains at least 90% of the outstanding shares of Corel Corporation not held by CHLP and its affiliates pursuant to the tender offer, CHLP anticipates completing a compulsory acquisition of the remaining shares promptly after the conclusion of the subsequent offering period.  If CHLP does not obtain at least 90% of such shares, CHLP anticipates that a subsequent acquisition transaction to acquire the remaining shares would not close until February 2010.  In that scenario, holders that do not tender their shares prior to Friday’s deadline would not receive the cash consideration until after the closing of the subsequent acquisition transaction.

Innisfree M&A Incorporated is serving as information agent for the tender offer.  Davis Polk & Wardwell LLP and Osler, Hoskin & Harcourt LLP are acting as legal counsel to Vector Capital and CHLP.

About Vector Capital

Vector Capital is a leading private equity firm specializing in spinouts, buyouts and recapitalizations of established technology businesses. Vector Capital identifies and pursues these complex investments in both the private and public markets. Vector Capital actively partners with management teams to devise and execute new financial and business strategies that materially improve the competitive standing of these businesses and enhance their value for employees, customers and shareholders. Among Vector Capital’s notable investments are LANDesk Software, Savi Technology, SafeNet, Precise Software Solutions, Printronix, Register.com, Tripos and Watchguard Technologies. For more information, visit www.vectorcapital.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain, in addition to historical information, certain forward-looking statements. All statements included in this document concerning activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. 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. We undertake no obligation to update any forward-looking statements.

Additional Information and Where to Find It

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL COREL CORPORATION’S COMMON SHARES. 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. IN ADDITION, ON NOVEMBER 12, 2009, COREL CORPORATION FILED WITH THE SEC A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER.  THE TENDER OFFER STATEMENT (AND RELATED MATERIALS), AS THEY MAY BE AMENDED FROM TIME TO TIME, AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS IT MAY BE 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.