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): March 28, 2008

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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

   Item 8.01 Other Events
   Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Ex. 99.1 Press Release dated March 28, 2008

Item 8.01 Other Events.

On March 28, 2008, Corel Corporation (“Corel”) issued a press release announcing that it had received an unsolicited proposal from Corel Holdings, L.P. (which is controlled by an affiliate of Vector Capital Corporation) (“CHLP”), the holder of 69% of Corel’s outstanding common shares, proposing to make an offer to acquire all of Corel’s outstanding common shares not currently held by CHLP at a price of US$11.00 cash per share. CHLP indicated that any such offer would be conditional upon, among other things, satisfactory confirmatory due diligence and Corel’s existing credit facility remaining in place following the consummation of any transaction. Corel also announced that its Board of Directors formed a Special Committee of independent members of the Board consisting of Ian Giffen, Steven Cohen and Daniel Ciporin to assist it in evaluating and responding to the CHLP proposal and other related strategic considerations. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     The following exhibits are filed with this Form 8-K:

Exhibit	Description
99.1	Press Release dated March 28, 2008.

2

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: March 28, 2008
	COREL CORPORATION
	By:	/s/ CHRISTOPHER DIFRANCESCO
		Name:	Christopher DiFrancesco
		Title:	Senior Vice President, Legal, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated March 28, 2008.

EX-99.1

Exhibit 99.1

For Immediate Release
Corel Receives Proposal from Majority Shareholder

     Ottawa, Canada — March 28, 2008 — Corel Corporation (NASDAQ:CREL; TSX:CRE), a leading developer of graphics productivity and digital media software, announced today it has received an unsolicited proposal from Corel Holdings, L.P. (which is controlled by an affiliate of Vector Capital Corporation) (“CHLP”), the holder of 69% of Corel’s outstanding common shares. CHLP is proposing to make an offer to acquire all of Corel’s outstanding common shares not currently held by CHLP at a price of US$11.00 cash per share. CHLP has indicated that any such offer would be conditional upon, among other things, satisfactory confirmatory due diligence and Corel’s existing credit facility remaining in place following the consummation of any transaction.

     The Board of Directors of Corel has formed a Special Committee of independent members of the Board consisting of Ian Giffen, Steven Cohen and Daniel Ciporin to assist it in evaluating and responding to the CHLP proposal and other related strategic considerations. Corel will not be providing further comment at this time but will provide updates as further information becomes available. There can be no assurance that any transaction will be completed or, if completed, of its terms, price or timing.

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^® Photo, Corel^® Painter™, Corel DESIGNER^®, Corel^® WordPerfect^® Office, WinZip^®, WinDVD^® and iGrafx^®. 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, Taiwan and Japan. Corel’s stock is traded on the NASDAQ under the symbol CREL and on the TSX under the symbol CRE. www.corel.com

– 30 –

     ^© 2008 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@blueshirtgroup.com

Stacie Bosinoff
stacie@blueshirtgroup.com