As filed with the Securities and Exchange Commission on February 2, 2010. Registration Statement No. 333-139350

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Corel Corporation

(Exact name of Registrant as specified in its charter)


Canada		98-0407194
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Corel Corporation

1600 Carling Avenue

Ottawa, Ontario

Canada K1Z 8R7

(Address of principal executive offices) (Zip Code)

Intervideo, Inc. 1998 Stock Plan

Intervideo, Inc. 2003 Stock Plan

(Full title of the plans)

Kris Hagerman

Chief Executive Officer

Corel Corporation

1600 Carling Avenue

Ottawa, Ontario

Canada K1Z 8R7

(650) 930-5826

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

With Copy to:

Gregory C. Smith

Woodside Counsel, P.C.

203 Redwood Shores, Suite 620

Redwood Shores, California 94065

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer x		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 dated December 14, 2006 (file No. 333-139350) (the “Registration Statement”), is filed for the purpose of terminating the Registration Statement and removing from registration any of the securities previously registered that remain unsold as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Mountain View, state of California on February 2, 2010.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kris Hagerman, Eleanor Lacey, Amish Mehta, Thomas Berquist and each of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name and on his or her behalf, to sign in any and all capacities this post-effective amendment and any and all amendments (including post-effective amendments) and exhibits to the Registration Statement and any and all applications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated:

COREL CORPORATION


Name	Title	Date

/s/ Kris Hagerman	Chief Executive Officer (Principal Executive Officer)	February 2, 2010
Kris Hagerman

/s/ Thomas Berquist	Chief Financial Officer (Principal Financial Officer and Accounting Officer)	February 2, 2010
Thomas Berquist

/s/ Amish Mehta	Director	February 2, 2010
Amish Mehta	(Authorized Representative in the United States)

/s/ Alexander Slusky	Director	February 2, 2010
Alexander Slusky

/s Barry Tissenbaum	Director	February 2, 2010
Barry Tissenbaum

COREL CORPORATION

/s/ Kris Hagerman

Name: Kris Hagerman

Title: Chief Executive Officer