-----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, CRsFP4Q89gTYIF/taOk7BLFwpvJtg3D27zFJk/sH9DNlboJs0EqvBD0TRT5ngQT/ JzGIqOAqJfqAprjaLj4f/A== /in/edgar/work/20000801/0001012870-00-004081/0001012870-00-004081.txt : 20000921 0001012870-00-004081.hdr.sgml : 20000921 ACCESSION NUMBER: 0001012870-00-004081 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000801 EFFECTIVENESS DATE: 20000801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COREL CORP CENTRAL INDEX KEY: 0000890640 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 101151819 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42790 FILM NUMBER: 683930 BUSINESS ADDRESS: STREET 1: 1600 CARLING AVE STREET 2: OTTAWA ONTARIO K1Z 8R7 CITY: CANADA STATE: A6 ZIP: 00000 BUSINESS PHONE: 6137288200 MAIL ADDRESS: STREET 1: 1600 CARLING AVENUE STREET 2: OTTAWA ONTARIO K1Z 8R7 CITY: CANADA STATE: A6 ZIP: 00000 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on August 1, 2000 Registration No. -------- --------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COREL CORPORATION (Exact name of registrant as specified in its charter)
Canada Not Applicable (State of incorporation (I.R.S. employer of incorporation or organization) identification no.)
1600 Carling Avenue Ottawa, Ontario Canada K1Z 8R7 (Address of principal executive offices) COREL CORPORATION STOCK OPTION PLAN COREL CORPORATION STOCK OPTION PLAN 2000 (Full title of the Plan) John Blaine Corel Corporation 1600 Carling Avenue K1Z 8R7 Ottawa, Ontario (613) 728-8200 (Name, address and telephone number of agent for service) Copy to: C. Kevin Kelso, Esq. Fenwick & West LLP Two Palo Alto Square Palo Alto, California 94306 CALCULATION OF REGISTRATION FEE --------------------------------------------------------------------------
Proposed Amount Proposed Maximum Maximum Title of Securities to be to be Offering Price Per Aggregate Offering Amount of Registered Registered(1) Share(2) Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------- Common Shares, no par value 5,437,242 $ 7.39 $ 40,181,218. $ 10,608. - -------------------------------------------------------------------------------------------------------------------------- Common Shares, no par value 373,402 $ 8.57 $ 3,200,056. $ 849. - -------------------------------------------------------------------------------------------------------------------------- Common Shares, no par value 576,200 $ 3.11 $ 1,791,982. $ 474. - -------------------------------------------------------------------------------------------------------------------------- TOTAL 6,386,844 $ 45,173,256. $ 11,931. - --------------------------------------------------------------------------------------------------------------------------
(1) Represents the issuer's Common Shares (and associated rights under the Shareholder Rights Plan Agreement, as amended and restated as of March 31, 1999, by and between the Company and the Montreal Trust Company of Canada, as Rights Agent) (the Common Shares together with such rights, the "Shares") that may become issuable upon exercise of options outstanding or hereafter granted under the Corel Corporation Stock Option Plan (the "Stock Option Plan") or the Corel Stock Option Plan 2000 (the "2000 Plan"), including Shares that may become issuable in place of terminated or expired options. As of July 20, 2000, 5,810,644 of such Shares are subject to options outstanding and the remaining 576,200 are reserved for further option grants. (2) Pursuant to Rule 457(h) of the Commission, the registration fee was calculated based on the weighted-average exercise price for the granted options, and, with respect to 5,437,272 of the 5,810,644 Shares subject to such options, at a price converted at a rate of USD $1.00 = CDN $1.4892, the exchange rate reported by the Federal Reserve Bank of New York as the noon buying rate in New York City for cable transfer payable in foreign currencies as certified for customs purposes on August 1, 2000. Pursuant to Rule 457(c) of the Commission, the registration fee with respect to 576,200 Shares in respect of which options have not yet been granted has been calculated on the basis of the average of low and high sale prices for Shares on the NASDAQ National Market System on July 31, 2000. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. - ------ ----------------------------------------------- The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended November 30, 1999; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2000; (c) The Company's Quarterly Report on Form 10-Q for the Quarter ended May 31, 2000; (d) All other reports filed pursuant to Section 13(a) and 15(a) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), since the end of the fiscal year covered by Registrant's documents referred to in paragraph (a) above; and (e) The description of the Company's Common Shares contained in the Company's Registration Statement on Form 20-F filed with the Commission on August 25, 1992 under Section 12(g) of the Exchange Act including any amendment or report filed for the purpose of updating such description. (f) The description of the Rights contained in the Company's Registration Statement on Form 8-A, filed with the Commission on March 25, 1999 under Section 12(g) of the Exchange Act including any amendment or report filed for the purpose of updating such description. All reports or other documents subsequently filed by the Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold hereunder, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents. Item 4. Description of Securities. - ------ ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. - ------ -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. - ------ ----------------------------------------- The Canada Business Corporations Act (in this Item, the "Act") permits a corporation to indemnify a director or officer in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his status as a director or officer where the director or officer acted honestly and in good faith with a view to the best interests of the corporation, and in the case of a criminal or administrative action or proceeding enforced by monetary penalty, the director or officer has reasonable grounds for believing that his conduct 2 was lawful, and requires the corporation to so indemnify such director or officer who has been substantially successful on the merits of his defense of such action or proceeding. Section 7.02 of the Company's By-Law No. 6 provides that: "Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if, (a) he acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that this conduct was lawful. "The Corporation shall also indemnify such person in such other circumstances as the Act permits or requires." The Registrant also maintains a director and officer liability policy. Item 7. Exemptions from Registration Claimed. ------------------------------------ Not applicable. Item 8. Exhibits. - ------ -------- 4.01 Certificate and Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 (Registration Statement No. 33-50886) (the "Form F-1")). 4.02 By-Law No. 6 of the Company (incorporated by reference to Exhibit 3.2 to the Form F-1). 4.03 Specimen of Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Form F-1). 4.04 Shareholder Rights Plan agreement, as amended and restated as of March 31, 1999, by and between the Company and Montreal Trust Company of Canada, as Rights Agent (incorporated by reference to the Company's Amended Registration Statement of Form 8-A/A, filed with the Commission on July 20, 2000). 4.05 Corel Corporation Stock Option Plan. 3 4.06 Corel Corporation Stock Option Plan 2000. 5.01 Opinion of McCarthy Tetrault as to the legality of the Shares being registered and to be issued by the Company. 24.01 Consent of PriceWaterhouseCoopers LLP. 24.02 The consent of McCarthy Tetrault is contained in its opinion filed as Exhibit 5.01 to this Registration Statement. 25.01 Power of Attorney (included on signature page to Registration Statement). Item 9. Undertakings. - ------ ------------ (a) The Company hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if this - -------- ------- Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. --------- 4 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 (the "Securities Act"), each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona ---- fide offering thereof. - ---- (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, on this 31 day of July, 2000. COREL CORPORATION By: /s/ Michael C.J. Cowpland ------------------------- Michael C.J. Cowpland (Chairman, President, Chief Executive Officer and Director) POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints Michael C.J. Cowpland and John Blaine, jointly and severally, his attorney-in-fact, each with full power of substitution, to file one or more amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as such attorney-in-fact deems appropriate, and to execute in the name and on behalf of each such person, individually and in each capacity stated below, any such amendments to this Statement. Each person whose signature appears below hereby ratifies and confirms all that each of the said attorneys-in-fact, or such person's substitute or substitutes, may do or cause to be done by virtue hereof.
Signature Title Date - --------- --------- ----------- /s/ Michael C.J. Cowpland Chairman, President, Chief Executive July 31, 2000 - ---------------------------- Officer and Director Michael C.J. Cowpland /s/ John Blaine Executive Vice President, Finance and July 31, 2000 - ---------------------------- Chief Financial Officer John Blaine (principal financial and accounting officer) /s/ Lyle B. Blair Director July 31, 2000 - ---------------------------- Lyle B. Blair Director ----------------- - ---------------------------- William G. Davis /s/ Hunter S. Grant Director July 31, 2000 - ---------------------------- Hunter S. Grant - ---------------------------- Director ------------------ Jean-Louis Malouin /s/ Barbara McDougall Director July 31, 2000 - ---------------------------- Barbara McDougall /s/ Steven Houck (Authorized Representative July 31, 2000 - ---------------------------- in the United States) Steven Houck
6 Exhibit Index -------------
Exhibit No. Description Page - ----------- ----------- ---- 4.01 Certificate and Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 (Registration Statement No. 33-50886) (the "Form F-1")). 4.02 By-law No. 6 of the Company (incorporated by reference to Exhibit 3.2 of the Form F-1). 4.03 Specimen of Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Form F-1). 4.04 Shareholder Rights Plan agreement, as amended and restated as of March 31, 1999, by and between the Company and Montreal Trust Company of Canada, as Rights Agent (incorporated by reference to the Company's Amended Registration Statement of Form 8-A/A, filed with the Commission on July 20, 2000). 4.05 Corel Corporation Stock Option Plan. 4.06 Corel Corporation Stock Option Plan 2000. 5.01 Opinion of McCarthy Tetrault as to the legality of the Shares being registered and to be issued by the Company. 24.01 Consent of PriceWaterhouseCoopers LLP. 24.02 The consent of McCarthy Tetrault is contained in its opinion filed as Exhibit 5.01 to this Registration Statement. 25.01 Power of Attorney (included on signature page to Registration Statement).
7 EX-4.05 2 0002.txt COREL CORPORATION STOCK OPTION PLAN Exhibit 4.05 COREL CORPORATION STOCK OPTION PLAN 1. Purpose of the Plan The purpose of the Stock Option Plan is to develop the interest and incentive of eligible participants of Corel Corporation and its subsidiaries (the "Company") in the Company's growth and development by giving eligible participants an opportunity to purchase Common Shares on a favourable basis, thereby advancing the interests of the Company and its shareholders and increasing the ability of the Company to attract and retain skilled and motivated individuals in the service of the Company. The Board of Directors has approved the terms of this Plan. 2. Definitions In this Plan: (a) "Associate" has the meaning assigned by the Securities Act (Ontario), --------- as amended from time to time; (b) "Board of Directors" means the board of directors of the Company; ------------------ (c) "Committee" means the appropriate compensation committee of three or --------- more members appointed by the Board of Directors to administer the Plan. All references in the Plan to the Committee means the Board of Directors if no Committee has been appointed; (d) "Common Shares" means the Common Shares of the Company or in the event ------------- of an adjustment contemplated in Section 9 hereof, such other Common Shares to which a Participant may be entitled upon the exercise of an option as a result of such readjustment; (e) "Date of Grant" means the date a Participant is granted an option to ------------- purchase Option Shares; (f) "Director" means a person occupying the position of director on the -------- Board of Directors; (g) "Employee" means a full time permanent employee of the Company or its -------- subsidiaries; (h) "Exchange" means The Toronto Stock Exchange; -------- (i) "Exercise Date" means the last Friday of any calendar month during the ------------- Option Period or such other date designated from time to time by the Chief Executive Officer with respect to any Participant provided that on any such date, the Company receives from the Participant a completed Stock Option Purchase Form with payment for the Option Shares being purchased; (j) "Insider" means: ------- (i) an insider of the Company as defined by the Securities Act (Ontario) as amended from time to time, other than a person who falls within such definition solely by virtue of being a director or senior officer of a subsidiary of the Company; and (ii) an Associate of any person who is an insider by virtue of clause (a) of this definition; (k) "Market Price" per Common Share at any date shall be the closing price ------------ of the Common Shares on the Exchange (or, if the Common Shares are not then listed or posted for trading on the Exchange, on such stock exchange in Canada on which such shares are listed and posted for trading as may be selected for such purposes by the Committee) on the trading date immediately preceding the Date of Grant. In the event that the Common Shares are not listed and posted for trading in any stock exchange in Canada, the market price shall be the last trading price of the Common Shares on National Association of Securities Dealers Quotations Systems ("NASDAQ") on the trading day immediately preceding the Date of Grant. In the event that the Common Shares are not trading on NASDAQ, the market price shall be determined by the Committee in its sole discretion; (l) "Officer" means a person appointed as an officer of the Company by the ------- Board of Directors; (m) "Option Period" means the period set forth in Section 6 during which a ------------- Participant may purchase Option Shares; (n) "Option Price" means the price per share at which a Participant may ------------ purchase Option Shares denominated in Canadian or United States currency; (o) "Outstanding Issue" means the number of Common Shares that are ----------------- outstanding immediately prior to any issuance of options under this Plan or any issuance of Option Shares, as the case may be, excluding Option Shares issued pursuant to the Plan during the preceding one year period; (p) "Option Shares" means the Common Shares of the Company which a ------------- Participant is entitled to purchase under the Plan; (p) "Option Shares" means the Common Shares of the Company which a ------------- Participant is entitled to purchase under the Plan; (q) "Participants" means Employees, Directors and Officers to whom options ------------ to purchase Option Shares are granted pursuant to the Plan and which remain unexercised; and (r) "Plan" means the Corel Corporation Stock Option Plan. ---- 3. Eligibility Participation in the Plan shall be limited to Participants who are designated from time to time by the Committee and those Employees who were granted options prior to the adoption of the Plan by the Board of Directors. Participation shall be voluntary and the extent to which any Participant shall be entitled to participate in the Plan shall be determined by the Committee. 4. Number of Option Shares and Limitations on Issuance The aggregate number of Option Shares which may be reserved for issuance hereunder shall not exceed 13,900,614. The following restrictions shall also apply to this Plan: (a) the aggregate number of Option Shares reserved for issuance pursuant to options granted to insiders shall not exceed 10% of the Outstanding Issue; (b) Insiders shall not be issued, within any one year period, a number of Option Shares which exceeds 10% of the Outstanding Issue; and (c) no Participant together with such Participant's Associates, shall be issued, within any one year period, a number of Option Shares which exceeds 5% of the Outstanding Issue. No fractional shares may be purchased or issued hereunder. Subject to the foregoing, the number of Option Shares that a Participant is entitled to purchase under the Plan will be determined by the Committee. 5. Price for Option Shares The Committee shall advise each Participant designated to participate in the Plan of the number of Option Shares such Participant is entitled to purchase, the Option Price at which the Option Shares may be purchased and the Exercise Date(s) upon which the Option Shares may be purchased. The Option Price at which Option Shares may be purchased under the Plan shall be fixed by the Committee and confirmed by the Board of Directors based upon the Market Price of the Common Shares of the Company at the Date of Grant. 6. Exercise Subject to the requirements of applicable regulatory authorities and the discretion of the Committee, each option granted under the Plan including those options granted prior to November 1, 1993 may be exercised as follows:
Percentage of Total Number of Option Period Option Shares which may be Purchased - ----------------------------------------- --------------------------------------- 100% For a period of four years from the Date of Grant.
The exercise period and vesting period of any option granted after November 1, 1993 shall be determined by the Committee and set forth in the notice of grant of such option. In the event that no exercise or vesting period is specified, the current practice of immediate vesting and four year limitation shall govern. Any Option Shares not purchased by a Participant during the Option Period shall lapse and such Participant shall have no further right to purchase such shares. Notwithstanding the foregoing, any options to purchase Option Shares granted on or prior to January 25, 1990, shall be deemed to have been granted pursuant to the terms of this Plan on January 25, 1990, unless otherwise terminated in accordance with the terms hereof. 7. Payment The Participant from time to time and at any time during the Option Period, may elect to purchase all or a portion of the Option Shares available for purchase during the Option Period by lump sum payment by delivering to the Company on the relevant Exercise Date a completed Participant Stock Option Purchase Form. Such Form shall specify the number of Option Shares the Participant desires to purchase and shall be accompanied by payment in full of the purchase price for such Option Shares. Payment may be made by cash, certified cheque, bank draft, money order or the equivalent payable to the order of the Company. 8. Share Certificates Upon exercise of the option and payment in full of the Option Price, the Company shall cause to be delivered to the Participant within a reasonable period of time a certificate or certificates in the name of the Participant representing the number of Option Shares the Participant has purchased. 9. Adjustments in Shares The number of Common Shares subject to the Plan, the number of Common Shares available under options granted and the Option Price shall be adjusted automatically from time to time to reflect adjustments in the number of Common Shares arising as a result of subdivision, stock dividends, consolidations or reclassification of the Common Shares or other relevant changes in the authorized or issued capital of the Company. In the event that the Company proposes to amalgamate, merge or consolidate with any other corporation or to liquidate, dissolve or wind-up, the Company shall give written notice thereof to each Participant holding options under the Plan and such Participants shall be entitled to purchase all or a portion of the Option Shares granted to such Participants, whether or not such Option Shares have previously vested, within the 30 day period next following the giving of such notice. Upon the expiration of such 30 day period, all rights of the Participants to the Option Shares or to the exercise of same shall terminate and cease to have any further force and effect. 10. Termination of Employment for Any Reason Other Than Death (a) Subject to the provisions of Section 10(b) hereof, in the event that: (i) an Employee's employment with the Company or any of its subsidiaries is terminated; (ii) a Director shall cease to hold office as a Director on the Board of Directors; or (iii) an Officer who is not also an Employee shall cease to hold office as an Officer of the Company, in each case, during the Option Period for any reason other than death, such Participant may elect to purchase all or a portion of the remaining Option Shares that such Participant is entitled to purchase at the time such employment is terminated or such Participant ceases to hold office as a Director or Officer at any time during the 12 month period, for options granted prior to November 1, 1993, and during the 30 day period, for options granted on or after November 1, 1993 commencing on the later of (i) the date of termination of employment or ceasing to hold a board or office position, and (ii) the date of expiry of any contractual restriction on the resale of the Option Shares to which the Participant is subject (and to which the Participant had consented at the request of the Company) at the date of termination of employment or ceasing to hold a board or office position, but in no event, after the expiration of the Option Period. For the purposes of this Plan, the transfer of the Employee's employment to the Company or to any subsidiary of the Company shall not be considered a termination of employment and the Employee's rights under the option shall be the same as if such transfer had not occurred. (b) At any time before or after the relevant period set forth in Section 10(a), the Chief Executive Officer may extend such period as it applies to any former Director, Officer or Employee, to a date which shall not be later than the expiration of the Option Period. 11. Termination by Reason of Death In the event the Participant dies during the Option Period, the Participant's legal representative will be permitted to exercise any previously unexercised vested options granted under the Plan prior to the Participant's death and take delivery of all Option Shares previously purchased but not delivered, at any time during the 12 month period commencing on the later of (i) the date of death of the Participant and (ii) the date of expiry of any contractual restriction on the resale of the Option Shares to which the Participant was subject (and to which the Participant had consented at the request of the Company) at the date of death, but in no event after the expiration of the Option Period. 12. Transfer and Assignment The Participant's rights under options granted under the Plan are not assignable or transferable by the Participant or subject to any other alienation, sale, pledge or encumbrance by the Participant during the Participant's lifetime and, therefore, the options are exercisable during the Participant's lifetime only by the Participant. The obligations of each Participant shall be binding on his or her heirs, executors and administrators. 13. Employment, Office and Board Position Non-Contractual The granting of an option to a Participant under the Plan does not confer upon the Participant any right to continue in the employment of the Company or any subsidiary of the Company, to continue as an Officer of the Company or as a member of the Board of Directors, as the case may be, nor does it interfere in any way with the rights of the Employee or of the Company's right to terminate the Employee's employment at any time, the Board of Directors right to appoint Officers or of the shareholders right to elect directors. 14. Rights as Shareholders Participants shall not have any rights as a shareholder with respect to Option Shares until full payment has been made to the Company and a share certificate or share certificates have been duly issued. 15. Participant Loan The Committee may authorize the Company to lend or cause to be lent to Participants such portion of the purchase price of the Option Shares under the Plan as a Participant may request and the Committee administering the Plan may approve. The terms and conditions of such loan which may be interest bearing or interest free shall be determined by the Committee in its discretion and need not be the same in respect of all Participants. 16. Administration of the Plan The Plan shall be administered by the Board of Directors or the Committee. The Board of Directors or the Committee shall have the power to interpret and construe the terms and conditions of the Plan and the options. Any determination by the Board of Directors shall be final and conclusive on all persons affected thereby. Any determination by the Committee shall be final and conclusive on all persons affected thereby unless otherwise determined by the Board of Directors. The day-to-day administration of the Plan may be delegated to such officers and employees of the Company or any subsidiary of the Company as the Board of Directors or the Committee shall determine. 17. Notices All written notices to be given by the Participant to the Company may be delivered personally or by registered mail, postage prepaid, addressed as follows: Corel Corporation 1600 Carling Avenue Ottawa, Ontario KIZ 7M5 Attention: Secretary. Any notice given by the Participant pursuant to the terms of the option shall not be effective until actually received by the Company at the above address. Any notice to be given to the Participant shall be sufficiently given if delivered personally or by postage prepaid mail to the last address of the Participant on the records of the Company and shall be effective seven days after mailing. 18. Corporate Action Nothing contained in the Plan or in any option shall be construed so as to prevent the Company or any subsidiary of the Company from taking corporate action which is deemed by the Company or the subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan. 19. Amendment The Board of Directors of the Company shall have the right, in its sole discretion, to alter or amend the Plan from time to time and at any time. No such amendment, however, may, without the consent of the Participant, alter or impair his or her rights or increase his or her obligations under the Plan. 20. Governing Law The Plan is established under the laws of the Province of Ontario and the rights of all parties and the construction and effect of each provision of the Plan shall be according to the laws of the Province of Ontario. 21. Government Regulation The Company's obligation to issue and deliver Common Shares under any option is subject to: (a) satisfaction of all requirements under applicable securities law in respect thereof and obtaining all regulatory approvals as the Company shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (b) the admission of such Common Shares to listing on any stock exchange on which the Common Shares may then be listed; and (c) the receipt from the Participant of such representations, agreements and undertakings as to future dealings in the Common Shares as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities law of any jurisdiction. In this connection the Company shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Common Shares in compliance with applicable securities law and for the listing of such Common Shares on any stock exchange on which the Common Shares are then listed. 22. Approval The Plan shall be subject to acceptance by the Exchange in compliance with all conditions imposed by the Exchange. Any options granted prior to such acceptance shall be conditional upon such acceptance being given and any condition complied with. No such options may be exercised unless such acceptance is given and such conditions are complied with. DATED the 25th day of January, 1990, as amended the 17th day of September, 1992, the 22nd day of November, 1993, the 31st day of March, 1994, the 30th day of March, 1995, the 12th day of March, 1996, the 18th day of April, 1997 and the 31st day of January, 2000. COREL CORPORATION /s/ Michael C. J. Cowpland ------------------------------------ Chairman of the Board, President and Chief Executive Officer /s/ Eric J. Smith ------------------------------------ Secretary EX-4.06 3 0003.txt COREL CORPORATION STOCK OPTION PLAN 2000 EXHIBIT 4.06 COREL CORPORATION STOCK OPTION PLAN 2000 1. Purpose of the Plan The purpose of the Stock Option Plan 2000 is to develop the interest and incentive of eligible participants of Corel Corporation and its subsidiaries (the "Company") in the Company's growth and development by giving eligible participants an opportunity to purchase Common Shares on a favourable basis, thereby advancing the interests of the Company and its shareholders and increasing the ability of the Company to attract and retain skilled and motivated individuals in the service of the Company. The Board of Directors has approved the terms of this Plan. 2. Definitions In this Plan: (a) "Associate" has the meaning assigned by the Securities Act --------- (Ontario), as amended from time to time; (b) "Board of Directors" means the board of directors of the Company; ------------------ (c) "Committee" means the appropriate compensation committee of three or --------- more members appointed by the Board of Directors to administer the Plan. All references in the Plan to the Committee means the Board of Directors if no Committee has been appointed; (d) "Common Shares" means the Common Shares of the Company or in the ------------- event of an adjustment contemplated in Section 9 hereof, such other Common Shares to which a Participant may be entitled upon the exercise of an option as a result of such readjustment; (e) "Date of Grant" means the date a Participant is granted an option to ------------- purchase Option Shares; (f) "Director" means a person occupying the position of director on the -------- Board of Directors; (g) "Employee" means a full time permanent employee of the Company or -------- its subsidiaries; -2- (h) "Exchange" means The Toronto Stock Exchange; -------- (i) "Exercise Date" means the last Friday of any calendar month during ------------- the Option Period or such other date designated from time to time by the Chief Executive Officer with respect to any Participant provided that on any such date, the Company receives from the Participant a completed Stock Option Purchase Form with payment for the Option Shares being purchased; (j) "Former Plan" means the Corel Corporation Stock Option Plan dated ----------- January 25, 1990 as amended on September 17, 1992, November 22, 1993. March 31, 1994, March 30, 1995, March 12, 1996, April 18, 1997; and January 31, 2000. (k) "Insider" means: ------- (i) an insider of the Company as defined by the Securities Act (Ontario) as amended from time to time, other than a person who falls within such definition solely by virtue of being a director or senior officer of a subsidiary of the Company; and (ii) an Associate of any person who is an insider by virtue of clause (a) of this definition; (l) "Market Price" per Common Share at any date shall be the closing ------------ price of the Common Shares on the Exchange (or, if the Common Shares are not then listed or posted for trading on the Exchange, on such stock exchange in Canada on which such shares are listed and posted for trading as may be selected for such purposes by the Committee) on the trading date immediately preceding the Date of Grant. In the event that the Common Shares are not listed and posted for trading in any stock exchange in Canada, the market price shall be the last trading price of the Common Shares on National Association of Securities Dealers Quotations Systems ("NASDAQ") on the trading day immediately preceding the Date of Grant. In the event that the Common Shares are not trading on NASDAQ, the market price shall be determined by the Committee in its sole discretion; (m) "Officer" means a person appointed as an officer of the Company by ------- the Board of Directors; (n) "Option Period" means the period set forth in Section 6 during which ------------- a Participant may purchase Option Shares; (o) "Option Price" means the price per share at which a Participant may ------------ purchase Option Shares denominated in Canadian or United States currency; -3- (p) "Outstanding Issue" means the number of Common Shares that are ----------------- outstanding immediately prior to any issuance of options under this Plan or any issuance of Option Shares, as the case may be, excluding Option Shares issued pursuant to the Plan or the Former Plan during the preceding one year period; (q) "Option Shares" means the Common Shares of the Company which a ------------- Participant is entitled to purchase under the Plan; (r) "Participants" means Employees, Directors and Officers to whom ------------ options to purchase Option Shares are granted pursuant to the Plan and which remain unexercised; and (s) "Plan" means the Corel Corporation Stock Option Plan 2000. ---- 3. Eligibility Participation in the Plan shall be limited to Participants who are designated from time to time by the Committee. Participation shall be voluntary and the extent to which any Participant shall be entitled to participate in the Plan shall be determined by the Committee. 4. Number of Option Shares and Limitations on Issuance The aggregate number of Option Shares which may be reserved for issuance hereunder shall not exceed 4,000,000. The following restrictions shall also apply to this Plan: (a) the number of Option Shares reserved for issuance pursuant to options granted to insiders shall not exceed 10% of the Outstanding Issue; (b) insiders shall not be issued, within any one year period, a number of Option Shares which exceeds 10% of the Outstanding Issue; (c) no insider and such insider's Associates shall be issued, within any one year period, a number of Option Shares which exceeds 5% of the Outstanding Issue; and (d) the aggregate number of Option Shares reserved for issuance pursuant to options granted to any one Participant shall not exceed 5% of the Outstanding Issue. -4- No fractional shares may be purchased or issued hereunder. Subject to the foregoing, the number of Option Shares that a Participant is entitled to purchase under the Plan will be determined by the Committee. 5. Price for Option Shares The Committee shall advise each Participant designated to participate in the Plan of the number of Option Shares such Participant is entitled to purchase, the Option Price at which the Option Shares may be purchased and the Exercise Date(s) upon which the Option Shares may be purchased. The Option Price at which Option Shares may be purchased under the Plan shall be fixed by the Committee and confirmed by the Board of Directors based upon the Market Price of the Common Shares of the Company at the Date of Grant. 6. Exercise Subject to the requirements of applicable regulatory authorities and the discretion of the Committee, each option granted under the Plan may be exercised as follows: Percentage of Total Number of Option Shares which may be Purchased Option Period ------------------------------------ ------------- 100% For a period of four years from the Date of Grant. The exercise period and vesting period of any option shall be determined by the Committee and set forth in the notice of grant of such option. In the event that no exercise or vesting period is specified, the current practice of immediate vesting and four year limitation shall govern. Any Option Shares not purchased by a Participant during the Option Period shall lapse and such Participant shall have no further right to purchase such shares. 7. Payment The Participant from time to time and at any time during the Option Period, may elect to purchase all or a portion of the Option Shares available for purchase during the Option Period by lump sum payment by delivering to the Company on the relevant Exercise Date a completed Participant Stock Option Purchase Form. Such Form shall specify the number of Option Shares the Participant desires to purchase and shall be accompanied by payment in full of the purchase price for such Option Shares. Payment may be made by cash, certified cheque, bank draft, money order or the equivalent payable to the order of the Company. -5- 8. Share Certificates Upon exercise of the option and payment in full of the Option Price, the Company shall cause to be delivered to the Participant within a reasonable period of time a certificate or certificates in the name of the Participant representing the number of Option Shares the Participant has purchased. 9. Adjustments in Shares The number of Common Shares subject to the Plan, the number of Common Shares available under options granted and the Option Price shall be adjusted automatically from time to time to reflect adjustments in the number of Common Shares arising as a result of subdivision, stock dividends, consolidations or reclassification of the Common Shares or other relevant changes in the authorized or issued capital of the Company. In the event that the Company proposes to amalgamate, merge or consolidate with any other corporation or to liquidate, dissolve or wind-up, the Company shall give written notice thereof to each Participant holding options under the Plan and such Participants shall be entitled to purchase all or a portion of the Option Shares granted to such Participants, whether or not such Option Shares have previously vested, within the 30 day period next following the giving of such notice. Upon the expiration of such 30 day period, all rights of the Participants to the Option Shares or to the exercise of same shall terminate and cease to have any further force and effect. 10. Termination of Employment for Any Reason Other Than Death (a) Subject to the provisions of Section 10(b) hereof, in the event that: (i) an Employee's employment with the Company or any of its subsidiaries is terminated; (ii) a Director shall cease to hold office as a Director on the Board of Directors; or (iii) an Officer who is not also an Employee shall cease to hold office as an Officer of the Company, in each case, during the Option Period for any reason other than death, such Participant may elect to purchase all or a portion of the remaining Option Shares that such Participant is entitled to purchase at the time such employment is terminated or such Participant ceases to hold office as a Director or Officer at any time during the 30 day period commencing on the later of (i) the date of termination of employment or ceasing to hold a board or office position, and (ii) the date of expiry -6- of any contractual restriction on the resale of the Option Shares to which the Participant is subject (and to which the Participant had consented at the request of the Company) at the date of termination of employment or ceasing to hold a board or office position, but in no event, after the expiration of the Option Period. For the purposes of this Plan, the transfer of the Employee's employment to the Company or to any subsidiary of the Company shall not be considered a termination of employment and the Employee's rights under the option shall be the same as if such transfer had not occurred. (b) At any time before or after the relevant period set forth in Section 10(a), the Chief Executive Officer may extend such period as it applies to any former Director, Officer or Employee, to a date which shall not be later than the expiration of the Option Period. 11. Termination by Reason of Death In the event the Participant dies during the Option Period, the Participant's legal representative will be permitted to exercise any previously unexercised vested options granted under the Plan prior to the Participant's death and take delivery of all Option Shares previously purchased but not delivered, at any time during the 12 month period commencing on the later of (i) the date of death of the Participant and (ii) the date of expiry of any contractual restriction on the resale of the Option Shares to which the Participant was subject (and to which the Participant had consented at the request of the Company) at the date of death, but in no event after the expiration of the Option Period. 12. Transfer and Assignment The Participant's rights under options granted under the Plan are not assignable or transferable by the Participant or subject to any other alienation, sale, pledge or encumbrance by the Participant during the Participant's lifetime and, therefore, the options are exercisable during the Participant's lifetime only by the Participant. The obligations of each Participant shall be binding on his or her heirs, executors and administrators. 13. Employment, Office and Board Position Non-Contractual The granting of an option to a Participant under the Plan does not confer upon the Participant any right to continue in the employment of the Company or any subsidiary of the Company, to continue as an Officer of the Company or as a member of the Board of Directors, as the case may be, nor does it interfere in any way with the rights of the Employee or of the Company's right to terminate the Employee's employment -7- at any time, the Board of Directors' right to appoint Officers or of the shareholders' right to elect directors. 14. Rights as Shareholders Participants shall not have any rights as a shareholder with respect to Option Shares until full payment has been made to the Company and a share certificate or share certificates have been duly issued. 15. Participant Loan The Committee may authorize the Company to lend or cause to be lent to Participants such portion of the purchase price of the Option Shares under the Plan as a Participant may request and the Committee administering the Plan may approve. The terms and conditions of such loan which may be interest bearing or interest free shall be determined by the Committee in its discretion and need not be the same in respect of all Participants. 16. Administration of the Plan The Plan shall be administered by the Board of Directors or the Committee. The Board of Directors or the Committee shall have the power to interpret and construe the terms and conditions of the Plan and the options. Any determination by the Board of Directors shall be final and conclusive on all persons affected thereby. Any determination by the Committee shall be final and conclusive on all persons affected thereby unless otherwise determined by the Board of Directors. The day-to-day administration of the Plan may be delegated to such officers and employees of the Company or any subsidiary of the Company as the Board of Directors or the Committee shall determine. 17. Notices All written notices to be given by the Participant to the Company may be delivered personally or by registered mail, postage prepaid, addressed as follows: Corel Corporation 1600 Carling Avenue Ottawa, Ontario KIZ 7M5 Attention: Secretary. Any notice given by the Participant pursuant to the terms of the option shall not be -8- effective until actually received by the Company at the above address. Any notice to be given to the Participant shall be sufficiently given if delivered personally or by postage prepaid mail to the last address of the Participant on the records of the Company and shall be effective seven days after mailing. 18. Corporate Action Nothing contained in the Plan or in any option shall be construed so as to prevent the Company or any subsidiary of the Company from taking corporate action which is deemed by the Company or the subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan. 19. Amendment The Board of Directors of the Company shall have the right, in its sole discretion, to alter or amend the Plan from time to time and at any time. No such amendment, however, may, without the consent of the Participant, alter or impair his or her rights or increase his or her obligations under the Plan. 20. Governing Law The Plan is established under the laws of the Province of Ontario and the rights of all parties and the construction and effect of each provision of the Plan shall be according to the laws of the Province of Ontario. 21. Government Regulation The Company's obligation to issue and deliver Common Shares under any option is subject to: (a) satisfaction of all requirements under applicable securities law in respect thereof and obtaining all regulatory approvals as the Company shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (b) the admission of such Common Shares to listing on any stock exchange on which the Common Shares may then be listed; and (c) the receipt from the Participant of such representations, agreements and undertakings as to future dealings in the Common Shares as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities law of any jurisdiction. -9- In this connection the Company shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Common Shares in compliance with applicable securities law and for the listing of such Common Shares on any stock exchange on which the Common Shares are then listed. 22. Approval The Plan shall be subject to acceptance by the Exchange in compliance with all conditions imposed by the Exchange. Any options granted prior to such acceptance shall be conditional upon such acceptance being given and any condition complied with. No such options may be exercised unless such acceptance is given and such conditions are complied with. As amended and restated the 2nd day of February, 2000. COREL CORPORATION /s/ Michael C. J. Cowpland ------------------------------------ Chairman of the Board, President and Chief Executive Officer /s/ Eric J. Smith ------------------------------------ Secretary EX-5.01 4 0004.txt OPINION OF MCCARTHY TETRAULT EXHIBIT 5.01 ------------ [Letterhead of McCarthy Tetrault] July 31, 2000 Corel Corporation 1600 Carling Avenue Ottawa, Ontario K1Z 8R7 Dear Sirs: Re: Registration Statement on Form S-8 of Corel Corporation (the "Company") We have examined the Registration Statement on Form S-8, relating to the Corel Corporation Stock Option Plan and the Corel Corporation Stock Option Plan 2000 (collectively, the "Plans") to be filed by the Company with the U.S. Securities and Exchange Commission on or about July 31, 2000, (the "Registration Statement"), in connection with the registration under the United States Securities Act of 1993, as amended, of 6,386,844 of the Company's Common Shares (and the associated rights under the Shareholder Rights Plan agreement, as amended and restated as of March 31, 1999, by and between the Company and the Montreal Trust Company of Canada, as Rights Agent) (the Common Shares together with such rights, the "Shares"). We have examined such corporate records, agreements and other instruments an documents as we have deemed necessary as a basis for the opinion hereinafter expressed. Based upon the foregoing and having regard to legal considerations which we deemed relevant, we are of the opinion that up to 6,386,844 Shares to which the above-mentioned Registration Statement relates, and which will be issued by the Company, are duly authorized and, when issued by the Company upon the exercise of options granted in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendment thereto, and the Prospectus relating thereto. Yours very truly, /s/ McCarthy Tetrault EX-24.01 5 0005.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 24.01 PricewaterhouseCoopers LLP Chartered Accountants CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Corel Corporation on Form S-8 of our report dated January 18, 2000 with respect to the financial statements of Corel Corporation which are included in its Annual Report on Form 10-K for the year ended November 30, 1999. /s/ PricewaterhouseCoopers PricewaterhouseCoopers LLP Chartered Accountants Ottawa, Canada August 1, 2000 -----END PRIVACY-ENHANCED MESSAGE-----