-----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, Jo4mPzjBslLlZOPIA1NkWAX00sN53JFNRL7wIaNUTdDXHIDGdBS37pys0vWllZ8p wq8CeG8vXhZMfU5NQdz6Xg== 0000950123-07-006071.txt : 20070426 0000950123-07-006071.hdr.sgml : 20070426 20070426170136 ACCESSION NUMBER: 0000950123-07-006071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070426 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070426 DATE AS OF CHANGE: 20070426 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20562 FILM NUMBER: 07792088 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 8-K 1 y33999e8vk.htm FORM 8-K FORM 8-K
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 26, 2007
COREL CORPORATION
(Exact name of Registrant as specified in its Charter)
         
CANADA
(State or other Jurisdiction
of Incorporation)
  000-20562
(Commission
File Number)
  98-0407194
(IRS Employer
Identification No.)
1600 Carling Avenue
Ottawa, Ontario
Canada
K1Z 8R7
(613) 728-0826

(Address of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     (d) On April 26, 2007, the Board of Directors (the “Board”) of Corel Corporation (the “Company”), pursuant to their authority in the Company’s constating documents, appointed Mr. Daniel Ciporin to the Board of the Company. Mr. Ciporin will serve on the audit committee of the Board (the “Audit Committee”). Pursuant to the rules of the Nasdaq Global Market, the Audit Committee was required to be comprised solely of independent members as of the one-year anniversary of the Company’s listing date, or April 26, 2007. The Company has determined that Mr. Ciporin is independent within the requirements of the Nasdaq Global Markets. Mr. Ciporin will be re-appointed to the Board following the close of the Company’s Annual and Special Meeting of Shareholders on May 9, 2007.
     Mr. Ciporin, age 48, is currently self employed, serving as senior advisor and consultant to a variety of private companies and boards. He serves on the boards of directors of VistaPrint Ltd., an internet printing company listed on Nasdaq and Primedia, a targeted media company listed on the NYSE. From January 1999 through June 2005, Mr. Ciporin was the Chief Executive Officer of Shopping.com Ltd., a publicly traded online comparison-shopping service and played a critical role during eBay’s acquisition of Shopping.com. Prior to serving as the Chief Executive Officer of Shopping.com, Mr. Ciporin served as senior vice president of MasterCard International, where he was responsible for global debit services. He also has experience as a management consultant for Mars and Co. and Corporate Value Associates. Mr. Ciporin also serves as a venture partner at Canaan Partners, focusing on technology trends and investment opportunities in the Internet and digital media sectors.
     Mr. Ciporin is eligible to participate in the Company’s Equity Incentive Plan (the “Plan”) as a non-employee director. Under the Plan, he will receive 50,000 options (35,000 regular grant and 15,000 annual grant) to purchase the Company’s common shares. This grant is effective April 26, 2007. The strike price is equal to the previous day’s closing price of those shares on Nasdaq. These options have a 10 year term and vest over a 4 year period, 25% on the first anniversary of the date of grant and then 6.25% per quarter over the next 12 quarters. Upon the occurrence of a significant event (such as a change in control), as defined under the Plan, all options or other equity awards held by members of the Board under the plan shall immediately vest. For more information on the Plan, see the Company’s registration statement on Form S-8 dated May 2, 2006 (File No. 333-133752).
     Mr. Ciporin will be paid $25,000 per year during his tenure on the Board. The Company also reimburses directors for reasonable out-of-pocket expenses incurred in performing their duties.
     The Company is not currently participating in any other transactions, and there are no currently proposed additional transactions for the Company, in which Mr. Ciporin and his immediate family members have a direct or indirect material interest.
     The press release issued by the Company in connection with the appointment of Mr. Ciporin is attached hereto as Exhibit 99.1 and is incorporated by reference into this Form 8-K
Item 9.01 Financial Statements and Exhibits
          (d) The following exhibit is furnished with this Form 8-K:
               99.1 Press Release dated April 26, 2007.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 26, 2007
         
  COREL CORPORATION
 
 
  By:   /s/ CHRISTOPHER DIFRANCESCO    
    Name:   Christopher DiFrancesco   
    Title:   Senior Vice President, Legal,
General Counsel and Secretary 
 

 


 

         
EXHIBIT INDEX
     
Exhibit   Description
 
   
99.1
  Press release dated April 26, 2007.

 

EX-99.1 2 y33999exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

Exhibit 99.1
(COREL LOGO)
For Immediate Release
Daniel T. Ciporin Joins Corel Board of Directors
     Ottawa, Canada — April 26, 2007 — Corel Corporation (NASDAQ:CREL; TSX:CRE), a leading developer of graphics, productivity and digital media software, today announced that Daniel T. Ciporin has joined its Board of Directors. Mr. Ciporin will also serve on the Company’s audit committee, replacing Alexander Slusky. Corel has determined that Mr. Ciporin is “independent” for the purposes of Nasdaq and other applicable rules. Mr. Slusky remains a director and Chairman of Corel’s Board, and he will continue to serve on Corel’s compensation and nominating committees.
     Mr. Ciporin is the former Chairman and Chief Executive Officer of Shopping.com Ltd., which grew to be one of the largest ecommerce sites on the web before it was acquired by eBay for US $620 million in June 2005. Prior to Shopping.com, he served as senior vice president of MasterCard International where he was responsible for global debit services and helped establish the company’s 70% market share in the global electronic debit market. Prior to MasterCard International, Mr. Ciporin was a management consultant for Mars and Co. and Corporate Value Associates where he conducted strategy studies for Fortune 500 companies. Mr. Ciporin currently serves on the board of directors at publicly traded companies VistaPrint and Primedia. He also serves as a venture partner at Canaan Partners, focusing on technology trends and investment opportunities in the Internet and digital media sectors.
     “We are very pleased to have Dan join our Board,” said David Dobson, CEO of Corel Corporation. “He brings tremendous insight and will add value to the company as we continue to pursue our long term growth strategy.”
     “I am honored to be joining Corel’s Board during this next phase of the company’s transformation,” said Mr. Ciporin. “Corel is in a unique position in the industry, with the ability to leverage its broad product portfolio and robust distribution channels to deliver even greater value to its end-users and partners around the world. I look forward to working with Corel as they pursue the market opportunities ahead.”
About Corel Corporation
     Corel is a leading developer of graphics, productivity and digital media software with more than 100 million users worldwide. The Company’s product portfolio includes some of the world’s most popular and widely recognized software brands including CorelDRAW® Graphics Suite, Corel® Paint Shop Pro®, Corel® Painter™, Corel DESIGNER®, Corel® WordPerfect® Office, WinZip® and iGrafx®. In 2006, Corel acquired InterVideo, makers of WinDVD®, and Ulead, a leading developer of video, imaging and DVD authoring software. Designed to help people become more productive and express their creative potential, Corel’s software strives to set a higher standard for value with full-featured products that are easier to learn and use. The industry has responded with hundreds of awards recognizing Corel’s leadership in software innovation, design and value.
     Corel’s products are sold in more than 75 countries through a well-established network of international resellers, retailers, original equipment manufacturers, online providers and Corel’s global websites. The Company’s headquarters are located in Ottawa, Canada with major offices in the United States, United Kingdom, Germany, China and Japan. Corel’s stock is traded on the NASDAQ under the symbol CREL and on the TSX under the symbol CRE.
-30-
© 2007 Corel Corporation. All rights reserved. Corel, CorelDRAW, Paint Shop Pro, Snapfire, Painter, Corel DESIGNER, WordPerfect, WinZip, iGrafx, the Corel logo, InterVideo, Ulead, WinDVD and WinDVD Creator are trademarks or registered trademarks of Corel Corporation and/or its subsidiaries. All other trademarks are the property of their respective holders.
CRELF
Press Contact:
Corel Corporation
Catherine Hughes
613-728-0826 x1659
catherine.hughes@corel.com
Investor Relations Contact:
The Blueshirt Group
415-217-7722
Todd Friedman
todd@blueshirtgroup.com
Stacie Bosinoff
stacie@blueshirtgroup.com

GRAPHIC 3 y33999corlogo.gif GRAPHIC begin 644 y33999corlogo.gif M1TE&.#EAX``O`+,``/W^_0Q#=0-'@VV-I]GI\*S&V):RR(*>M?'\_E)XFLG> M[BE7@3MHD>7R]\#3W_W\]B'Y!```````+`````#@`"\```3_$,A)*WC/XFV[ M_QX&7F.7E6CZG6K*C6\KAQ([(7BN[_M\\SK1!P@`&H_$U0_);%Y$R*>MA"CB M:JW,YI1K$`H&PV%`+IO/`T=%6,ODB@U'>#PX&`J**H5]<:#_@(%E=@4$>E5; M12(-!XV.CY"1DI(*&P23C@19$@J-!3A3(&YZ17(##`&IJJNK`JT!"P6A$QQQ M!@D+K*P""PP'#HA<$HRI`L:ZR,D!KL@+`P4-I!4("JK,RMC8:C@&R:X+E2)\ M&@UB>`4#!+,>53AQ![C6QO/T]Y[`D\YLR`H6F,%@Q`GE[R+]#H*2!!2 M@X1+J(K!G)1])Y9W,=#"15G0,>,+'@2$*>:89(KI73D5 M%F62`@J$J8`<3?[E%18(E&GGG62R&.=`2]J7UP%X!CHFEA4-2$\L/J!P0CE= M'@-1-/N,1$(&K34(RXY71`;'+3Z^50!F6FXAZJ@O;)"5<<;T6<"#LNQ!:B(I MSC4`1@PHB$6B&O!SWH/S09.E@28Z&=$)Q+YP2:<\J;4'KJ+V:"C_/1XJ]:`F MN&(A56<%WEIM&]1P1M4"C6%IY1K\?'7/:T8=%$J6:#;HX435NJ$81BD]8.Y" MW<5JX`4LW1?3IRR,6P(&,9864RPAP:IHL_T]RTNXOW[`($8+J#$7KCC\@PI& MGP+@@+]572SI&EH"L*M#THFU[0W4,01NM7JX48UU`1AP60NHX6LS%-.X*L0+ MU!BP9TP#Y@O`JO1F"N]*&$B+KQ8K=U`7QU'SBX",KQV5Z-4/[KR.J%;T0P"+ M!IQB%FGU.NT1N`VT[?;;<+]]0U(">L2`ME5+<+)'*:F4:`8?8T23RBT@@'1A MV;)CA3]E,^#2C-"F/*O+BU5N^>66>Z8E_P(@'X-BWBK7S9-=POF-<.M$`6+=.T-'=]CQ;K.IP&@B]5`6QWI5&_>4E5'T\@#`Z"` MR\!')H1[\#RNH5%"!.Z?,=$7V_+:%@=/*57%("IP"=I[],GY)+=L5L58)D46 MLF<=()>N:7I+/VPQ/S&YW34)7A%0!ZWLK.P$A?)('IB'@@,PI%:1P4'!MA<` M67#@:FEJ2G:(A8"^+$1"`BR"Z.RQ//:90`($Y$DT3$@!KBW$*DGIQU(R"!-G MJ.."(TQ/=]A3)]W%!(0"Q(UU8,A"D@$`1-]:8;6"Q3=$X,`!O4D-C0:PP"NA M)T0T,]7W!A*^(&Z,3VR$C`H\Z)#U!2QBNQF+P7@2EZ9!\3D%LAT3D"+!FCT:2*U*E&*%,4N$B`"3O.0R`ANFXY4"=.:`` MM\PE+@NPRU[B,H`W^*-`'A-"$=*L=*%D(.$`H,G;N?O(CSCGH! M03BQI0(;!.QH-%-#$5&P1X^D!9TMG*6V0$.8$R'49[LYSRH%XK6I#8C_-+'T MPX8@-**$=1#Z7EZE69LM=]5DF3N-GUKEO5E*L\ M)D[R?:0.XPFL8`,+*!%8=$8,2$`=&I$`VLE)B:^D&!M'H8"U\F1)TSCJH>PP MV,YZMHH@W2E;R:!8Q0[`M*@EK6I/2T5$-DV-U:F=RV+#CX+:T2FO24`>^+4W M@QI&7+LA@&9_V`X2A--2#N,06NRRC%A,AS2E_ZGC;%?G*FKX<'L+V&![_K>] MMU`12P@8&D\A52PYML8B^CA,:'"+%]4-D#3;\PIUUV`?:5)F/3;0:7>_<8`+ M#M5!O*"6"?AAV7E\KFE7[>[@C&I-M_0-!K6UWELH(R%^;"!YY-/01W8K!.%: MBIRY,EF%%NS*`C_G*/;:[UM`O(^,19%H?FE5L62X41&Q36E52#!3O!GB];K, M@%U1\3P`!IH>4?`Q-"9;_JE@!40JC]$)J1WP*+7P2#`AZ63TQ0/&!^I(]/ MV>F7D(TQSP1WMW1)AB:GILR=I+;0D0.0\'6,`HSX3ZS5T3+Z_[W>^&RBP&&J^%V4`:_6M><2'\G5%`>$(Z`!TH IH,`#I>Y5K\NBP3CH#36LF+!I[]2"Q-
-----END PRIVACY-ENHANCED MESSAGE-----