UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 2, 2010

Open Text Corporation

(Exact name of Registrant as specified in its charter)

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

(Address of principal executive offices)

(519) 888-7111

Registrant’s telephone number, including area code

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):

Shareholders Rights Plan

On December 2, 2010, the shareholders of Open Text Corporation (the “Company”) approved the continuation, amendment and restatement of the shareholders rights plan (the “Amended Rights Plan”) that the Company and Computershare Investor Services Inc. originally entered into as of December 6, 2007.

The Amended Rights Plan continues (with the changes described below) a right (which may only be exercised if a person acquires control of 20% or more of the Company’s common shares) for each shareholder, other than the person that acquires 20% or more of the common shares, to acquire additional common shares at one-half of the market price at the time of exercise. The primary objectives of the Amended Rights Plan are to ensure that, in the context of a bid for control of the Company through an acquisition of the common shares, the Company’s Board of Directors has sufficient time to assess alternatives for maximizing shareholder value as it considers in its judgment to be in the best interests of the Company, including: continued implementation of the Company’s long-term strategic plans, as these may be modified by the Company from time to time; to provide adequate time for competing bids to emerge; to ensure that shareholders have an equal opportunity to participate in such a bid and to give them adequate time to properly assess the bid; and lessen the pressure to tender typically encountered by a securityholder of an issuer that is subject to a bid.

The changes to the Amended Rights Plan approved by the Company’s shareholders on December 2, 2010 are as follows:

The Amended Rights Plan will remain in force until the earlier of the Termination Time (the time at which the right to exercise rights shall terminate pursuant to the Amended Rights Plan) and the termination of the annual meeting of the shareholders in the year 2013 unless at or prior to such meeting the Company’s shareholders ratify the continued existence of the Amended Rights Plan, in which case the Amended Rights Plan would expire at the earlier of the Termination Time and the termination of the 2016 annual meeting of the Company’s shareholders.

A copy of the Amended Rights Plan is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

On December 2, 2010, the shareholders of the Company approved certain amendments to the by-laws of the Company (the “By-laws”). The amendments are intended to clarify the By-laws with respect to the following matters: the powers and duties of officers and the delegation of an officer’s duties; the indemnification of directors, officers and certain other individuals as permitted by law; the registration of share transfers so as to facilitate share transfers in the book-entry systems of the Company’s transfer agent; the quorum requirement for shareholder meetings; and conforming references to notices given by electronic means to the definition of an “electronic document” under the Canada Business Corporations Act. The Board of Directors do not consider the amendments to the By-laws to be material and the amendments do not impact the substantive rights of the Company’s common shares.

A copy of the By-laws is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Proposal 1 – Election of Directors

Proposal 2 – Re-Appointment of Independent Auditors and Authorization of Directors to Fix Their Remuneration

The shareholders approved the re-appointment of KPMG LLP, Chartered Accountants, as the independent auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed, and to authorize the Board of Directors to fix the auditors’ remuneration, as set forth below:

There were no broker non-votes.

Proposal 3 – Amended and Restated Shareholders Rights Plan

The shareholders approved the continuation, amendment and restatement of the shareholders rights plan, as described in more detail in Item 1.01 of this Current Report on Form 8-K, as set forth below:

There were 941,489 broker non-votes.

Proposal 4 – Amendment of By-laws

The shareholders approved the amendment of the Company’s By-laws, as described in more detail in Item 5.03 of this Current Report on Form 8-K, as set forth below:

There were 941,489 broker non-votes.

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 hereunto duly authorized.

Exhibit Index