-----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, OMcNLr1RG1IKZYbujgLDYyfUTuMRx4754wqr0CPSMTP4gVT5W/FFCKatyRQkcbCI 0DaVsgnxcajEdAaYRm0w/w== 0000950123-09-065126.txt : 20091123 0000950123-09-065126.hdr.sgml : 20091123 20091123150622 ACCESSION NUMBER: 0000950123-09-065126 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091123 DATE AS OF CHANGE: 20091123 SUBJECT COMPANY: 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: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42617 FILM NUMBER: 091201448 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 FILED BY: 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: SC 13E3/A 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 SC 13E3/A 1 x80325a2sc13e3za.htm SC 13E3/A sc13e3za
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 2)
COREL CORPORATION
(Name of Subject Company)
COREL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
21869X103
(CUSIP Number of Class of Securities)
 
Kris Hagerman
Chief Executive Officer
Corel Corporation
1600 Carling Ave
Ottawa, Ontario
Canada A6 K1Z 8R7
(650) 930-5826
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
 
Copies to:
         
Barry J. Reiter
Bennett Jones LLP
3400 One First Canadian Place
Toronto Ontario
M5X 1A4 Canada
(416) 777-6500 		  Joel I. Greenberg
Kaye Scholer LLP
425 Park Avenue
New York, NY 10022-3598
(212) 836-8201 		  Gregory C. Smith
Woodside Counsel, P.C.
203 Redwood Shores Parkway
Redwood Shores, CA 94065
(650) 632-1690
This statement is filed in connection with (check the appropriate box):
o  a.   The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
 
o  b.   The filing of a registration statement under the Securities Act of 1933.
 
þ  c.   A tender offer.
 
o  d.   None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the transaction: o
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.
þ   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
 
 

 

 

Explanatory Note
This Amendment No. 2 (this “Amendment”) amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with the exhibits and annexes thereto and as amended and supplemented from time to time, the “Schedule 13E-3”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2009 by Corel Corporation, a Canadian corporation (the “Company” or “Corel”), relating to the tender offer, as amended, by Corel Holdings, L.P. (the “Offeror”), a holding company organized by VCP II International LLC, a manager of private equity funds (together with its affiliates, including the Offeror, “Vector”) in the Cayman Islands for the purpose of holding shares of the Company’s common stock, no par value per share (“Shares”), to acquire all of the issued and outstanding Shares not already owned by Vector for $4.00 per Share upon the terms and subject to the conditions specified in the Amended and Restated Offer to Purchase, dated November 16, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal, each as previously filed with the Tender Offer Statement and Rule 13E-3 Transaction Statement filed by the Offeror with the SEC under cover of Schedule TO (as amended and supplemented from time to time).
This Amendment No. 2 is being filed to reflect certain updates as reflected below.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Subsection “(b), (c)(1)-(8) Use of Securities Acquired; Plans” is deleted in its entirety and replaced with the following:
     (b), (c)(1)-(8) Use of Securities Acquired; Plans. The information set forth in “Special Factors — Purpose of and Reasons for the Offer and Plans or Proposals” and “Item 7—Purposes of the Transaction and Plans or Proposals” of the Schedule 14D-9 and in “Summary Term Sheet”; “Introduction” and “Special Factors — Purpose of and Reasons for the Offer; Plans for the Company after the Offer and the Second-Step Acquisition” of the Offer to Purchase is incorporated by reference herein.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Subsection “(a)-(c) Purposes, Alternatives, Reasons” is deleted in its entirety and replaced with the following:
     (a)-(c) Purposes, Alternatives, Reasons. The information set forth in “Special Factors — Purpose of and Reasons for the Offer and Plans or Proposals”; “Special Factors — Position of the Company Regarding Fairness of the Offer”; and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 and “Summary Term Sheet”; “Introduction”; “Special Factors — Purpose of and Reasons for the Offer; Plans for the Company after the Offer and the Second-Step Acquisition” of the Offer to Purchase is incorporated by reference herein.
ITEM 8. FAIRNESS OF THE TRANSACTION
Subsections “(a) Fairness”; “(b) Factors Considered in Determining Fairness”; “(d) Unaffiliated Representative” and “Approval of Directors” are deleted in their entirety and replaced with the following:
     (a) Fairness. The information set forth in “Special Factors — Position of the Company Regarding Fairness of the Offer” of the Schedule 14D-9 is incorporated by reference herein.
     (b) Factors Considered in Determining Fairness. The information set forth in “Special Factors — Position of the Company Regarding Fairness of the Offer” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein.
     (d) Unaffiliated Representative. The information set forth in “Special Factors — Position of the Company Regarding Fairness of the Offer” and “Item 4 — Solicitation Recommendation; Background of the Offer” of the Schedule 14D-9 is incorporated by reference herein.
     (e) Approval of Directors. The information set forth in “Special Factors — Position of the Company Regarding Fairness of the Offer” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
Subsections “(a) Report, Opinion or Approval” and “(b) Preparer and Summary of the Report, Opinion or Appraisal” are deleted in their entirety and replaced with the following:
     (a) Report, Opinion or Appraisal. The information set forth in “Special Factors — Reports, Opinions, Appraisals and Negotiations”; “Item 4 — The Solicitation or Recommendation” and “Item 5 — Persons/Assets, Retained, Employed, Compensated or Used” of the Schedule 14D-9 is incorporated by reference herein.

 

 

     (b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in “Special Factors — Reports, Opinions, Appraisals and Negotiations”; “Item 4 — The Solicitation or Recommendation” and “Item 5 — Persons/Assets, Retained, Employed, Compensated or Used” of the Schedule 14D-9 is incorporated by reference herein.
ITEM 13. FINANCIAL INFORMATION
The following replaces subsection “(a) Financial Statements” in its entirety:
     (a) Financial Statements. The information set forth in “The Offer — Certain Information Concerning the Company” of the Offer to Purchase and “Item 8 — Additional Information to be Furnished” of the Schedule 14D-9 is incorporated by reference herein.
ITEM 16. EXHIBITS
Item 16 is hereby amended to add Exhibit (a)(5)(i).
     
Exhibit No.   Description
(a)(5)(i)
  Press Release of Corel Corporation, dated November 23, 2009 (incorporated by reference to Exhibit (a)(5)(i) to the Schedule 14D-9/A filed by Corel Corporation on November 23, 2009)

 

 

SIGNATURES
     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  COREL CORPORATION
 		  
  By   /s/ Kris Hagerman    
    Kris Hagerman   
    Chief Executive Officer   
Dated: November 23, 2009

 

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