Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - COREL CORP | dp16287_ex1001.htm |
| EX-10.2 - EXHIBIT 10.2 - COREL CORP | dp16287_ex1002.htm |
| EX-99.1 - EXHIBIT 99.1 - COREL CORP | dp16287_ex9901.htm |
| EX-10.3 - EXHIBIT 10.3 - COREL CORP | dp16287_ex1003.htm |
| EX-3.1 - EXHIBIT 3.1 - COREL CORP | dp16287_ex0301.htm |
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): January 25, 2010
Corel
Corporation
(Exact
name of Registrant as specified in its charter)
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CANADA
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000-20562
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98-0407194
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(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Corel
Corporation
1600
Carling Ave
Ottawa,
Ontario
Canada
A6 K1Z 8R7
(Address
of principal executive offices and zip code)
Registrant’s telephone number,
including area code: (613) 728-0826
(Former
name or former address, if changed since last report)
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))
On January 26, 2010, a special meeting
of the shareholders of Corel Corporation (the “Company”) was
held. At the special meeting, the shareholders approved the special
resolution authorizing the consolidation of all of the issued and outstanding
common shares of the Company on the basis of one post-consolidation common share
of the Company for each 871,589 pre-consolidation shares (the “Consolidation”). Fractional
new common shares were not issued. Shareholders who did not hold
sufficient shares to qualify for the issuance of new common shares pursuant to
the Consolidation are entitled to receive cash consideration of U.S.$4.00 in
respect of each pre-Consolidation share held in lieu of any fractional shares
otherwise issuable as a result of the Consolidation.
Following approval of the Consolidation
by the shareholders, the Company filed articles of amendment to effect the
Consolidation. The full text of the amendment to the Articles of
Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference herein.
The Consolidation is the second and
final step in the acquisition of the Company by Corel Holdings, L.P., a limited
partnership controlled by an affiliate of VCP II International, L.L.C., a
manager of private equity funds. The first step was a tender offer by
Corel Holdings, L.P. for all of the Company’s outstanding common shares not
already owned by Corel Holdings, L.P. and its affiliates at a price of U.S.$4.00
per share. At the effective time of the Consolidation, the Company
became a wholly-owned subsidiary of Corel Holdings, L.P. and its
affiliates.
The full text of the Company’s press
release regarding effectiveness of the Consolidation is set forth as Exhibit
99.1 hereto and incorporated by reference herein.
Also on January 26, 2010, Steven Cohen
and Dan Ciporin resigned as directors of the Company.
On January 26, 2010, the Company
applied to the NASDAQ Global Market to de-list its common shares and, later that
day, the NASDAQ Global Market filed a Form 25 with the Securities and Exchange
Commission regarding removal of the Company’s shares from listing on the NASDAQ
Global Market. The delisting became effective as of the close of
business on January 26, 2010. Also on January 26, 2010, the Company
applied to the Toronto Stock Exchange (the “TSX”) to de-list its common
shares. It is anticipated that delisting from the TSX will become
effective as of January 28, 2010.
On January 25, 2010, the Compensation
Committee of the Company’s Board of Directors approved an amendment to the
Company’s Amended 2006 Equity Incentive Plan (the “Plan”) to provide that all
options granted prior to July 1, 2009 and all equity awards granted under the
Plan would be cashed out, and all options granted on or after July 1, 2009 under
the Plan would be assumed by the Company. This treatment is
consistent with the disclosure in the Company’s proxy statement filed with the
Securities and Exchange Commission on December 29, 2009. The full
text of the amendment to the Amended 2006 Equity Incentive Plan is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
On January 25, 2010, the Company and
Kris Hagerman entered into a letter agreement to clarify that his options will
not become vested as a result of the Consolidation, consistent with the
disclosure in the Company’s proxy statement filed with the Securities and
Exchange Commission on December 29, 2009. The full text of the
agreement is filed as Exhibit 10.2 hereto and incorporated by reference herein.
On January 26, 2010, the Company and
Vector Capital Partners II International, Ltd. entered into mutual releases with
each of Dan Ciporin, Steven Cohen and Barry Tissenbaum (collectively, the “Designated Directors”)
pursuant to which each of the Company and Vector Capital Partners II
International, Ltd. released the Designated Directors from any and all claims
they may have against the Designated Directors arising from their service as
directors (excluding, in the case of Barry Tissenbaum, claims relating to
services performed after the date of the release), and the Designated Directors
released the Company and Vector Capital Partners II International, Ltd. from any
claims they may have arising from their service as directors other than the
compensation they were otherwise entitled to as directors of the Company
(excluding, in the case of Barry Tissenbaum, claims relating to services
performed after the date of the release). The form of Mutual Release
is filed as Exhibit 10.3 hereto and incorporated by reference
herein. Also on January 26, 2010, each of the directors of the
Company entered into mutual releases among and between such directors pursuant
to which each such director released the other directors from any and all claims
they may have arising from their service as directors.
Item
1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 3.01
is incorporated by reference herein.
Item 3.03 Material Modification to
Rights of Security Holders.
The information set forth in Item 3.01
is incorporated by reference herein.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The information set forth in Item 3.01
is incorporated by reference herein.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.01
is incorporated by reference herein.
(d) Exhibits
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Exhibit No.
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Description
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3.1
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Amendment
to the Articles of Incorporation of Corel Corporation
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10.1
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Amendment
to Corel Corporation’s Amended 2006 Equity Incentive
Plan
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10.2
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Letter
agreement between Kris Hagerman and Corel Corporation dated January 25,
2010
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10.3
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Form
of Mutual Release by and among Corel Corporation, Vector Capital Partners
II International, Ltd., Dan Ciporin, Steven Cohen and Barry
Tissenbaum
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99.1
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Press
release dated January 26, 2010
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: January 27, 2010
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Corel
Corporation
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| By: |
/s/
Thomas Berquist
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| Name: |
Thomas
Berquist
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| Title: |
Chief
Financial Officer
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