UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 8)
RULE
13e-3 TRANSACTION STATEMENT
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
COREL
CORPORATION
(Name
of the Issuer)
COREL
HOLDINGS, L.P.
VECTOR
CAPITAL PARTNERS II INTERNATIONAL, LTD.
AMISH
MEHTA
ALEXANDER
R. SLUSKY
(Name of
Person(s) Filing Statement)
COMMON
SHARES, NO PAR VALUE
(Title of
Class of Securities)
21869X103
(CUSIP
Number of Class of Securities)
|
Corel
Holdings, L.P.
Vector
Capital Partners II International, Ltd.
Alexander
R. Slusky
Amish
Mehta
c/o
Vector Capital Corporation
One
Market Street, Steuart Tower, 23rd Floor,
San
Francisco, CA 94105
Telephone: (415)
293-5000
Attn: Alexander
R. Slusky
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
|
|
|
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Copies
to:
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|
Martin
A. Wellington
Davis
Polk & Wardwell LLP
1600
El Camino Real
Menlo
Park, CA 94025
Telephone: (650)
752-2000
Fax: (650)
752-3618
|
Craig
Wright
Emmanuel
Z. Pressman
Osler,
Hoskin & Harcourt LLP
Box
50, 1 First Canadian Place
Toronto,
Ontario, Canada M5X 1B8
Telephone: (416)
362-2111
Fax: (416)
862-6666
|
This
statement is filed in connection with (check the appropriate box):
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a.
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x
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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.
|
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b.
|
o
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The
filing of a registration statement under the Securities Act of
1933.
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c.
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o
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A
tender offer.
|
|
d.
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o
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None
of the above.
|
Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies:
x
Check the
following box if this is a final amendment reporting the results of the
transaction.
o
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CALCULATION
OF FILING FEE
|
|
Transaction
valuation
(1)
|
Amount
of filing fee
(2)
|
|
$4,241,728.00
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$236.69
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|
(1)
|
Calculated solely for purposes
of determining the filing fee.
The transaction value is calculated
by multiplying (i) the sum of (A) 767,807, which is the difference between
26,043,888, the number of Shares outstanding as of December 4, 2009, and
25,276,081, the number of Shares beneficially owned by Corel Holdings,
L.P. and (B) 292,625, which is the number of Shares issuable upon the
exercise of outstanding options that are vested and exercisable as of
December 4, 2009 with an exercise price less than $4.00 (“in-the-money”
options) by (ii) $4.00, which is the per Share consideration to be
provided to holders other than Corel Holdings, L.P. upon consummation of
the transaction.
|
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(2)
|
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.
|
x
Check the box if
any part of the fee is offset as provided by Rule 0-11(a)(2) of the Exchange Act
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.
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Amount
Previously Paid:
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$1,666.31
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Form
or Registration No.:
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SC
TO-T
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Filing
Party:
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Corel
Holdings, L.P.
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Date
Filed:
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October
28, 2009
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Amount
Previously Paid:
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$271.33
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Form
or Registration No.:
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SC
TO-T/A
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Filing
Party:
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Corel
Holdings, L.P.
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Date
Filed:
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November
12, 2009
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INTRODUCTION
This
Amendment No. 8 (this “
Amendment
”) to the Transaction
Statement on Schedule 13E-3 is being filed with the Securities and Exchange
Commission (the “
SEC
”)
pursuant to Section 13(e) of the Securities Exchange Act of 1934 (the “
Exchange Act
”), and Rule 13e-3
thereunder, by Corel Holdings, L.P., Vector Capital Partners II International,
Ltd., Amish Mehta, Alexander Slusky (collectively, the “
Filing Persons
”).
This
Amendment amends and supplements the Rule 13E-3 Transaction Statement filed
under cover of Schedule TO on October 28, 2009 (as amended and/or supplemented,
the “
Transaction
Statement
”) by Corel Holdings, L.P., a Cayman Islands limited partnership
(the “
Purchaser
”). The
Transaction Statement relates to the offer by the Purchaser to purchase all
outstanding common shares, no par value (the “
Shares
”), of Corel
Corporation, a Canadian corporation (the “
Company
”), not owned by
Purchaser and its affiliates, upon the terms and subject to the conditions set
forth in the Amended and Restated Offer to Purchase, dated November 16, 2009
(together with the exhibits and annexes thereto and as amended and supplemented
from time to time, the “
Offer
to Purchase
”), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the “
Offer
”). Pursuant to the
Offer, the Purchaser acquired 7,618,467 Shares of the Company.
This
Amendment relates to the consolidation (the “
Consolidation
”) contemplated
by the attached Proxy Statement on Schedule 14A (the “
Proxy
Statement
”). The Consolidation is the second and final step in
the Purchaser’s acquisition of the Company.
As of the effective time of the
Consolidation, Shares will be consolidated on the basis of every 871,589 Shares
into one (1) new Share (“
New Common
Share
”).
Shareholders who
do not hold sufficient Shares to qualify for the issuance of New Common Shares
pursuant to the Consolidation will receive cash consideration equal to the
consideration paid under the Offer, or 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. The Purchaser is the only
shareholder that holds a sufficient number of shares to receive New Common
Shares pursuant to the Consolidation.
Concurrently
with the filing of this Amendment, the Company is filing with the SEC the Proxy
Statement relating to the special meeting of the shareholders of the Company, at
which shareholders of the Company will be asked to consider and vote upon the
proposal to approve the special resolution authorizing the
Consolidation.
The cross
references below are being supplied pursuant to General Instruction G to
Schedule 13E-3 and show the location in the Proxy Statement of the information
required to be included in response to the items of Schedule 13E-3. The
information contained in the Proxy Statement, including all appendices thereto,
is incorporated in its entirety herein by reference, and the responses to each
Item in this Amendment are qualified in their entirety by the information
contained in the Proxy Statement and the appendices thereto. As of the date
hereof, the Proxy Statement is in preliminary form and is subject to completion
or amendment. All information contained in this Amendment concerning any Filing
Person has been provided by such Filing Person and no Filing Person takes
responsibility for the accuracy of any information not supplied by such Filing
Person.
Item
1: Summary Term Sheet.
Item 1001
of Regulation M-A:
The
information included in and incorporated by reference into Item 1 of the
Schedule 13E-3 is amended and supplemented with the information set forth in the
Proxy Statement under the following caption and is incorporated herein by
reference.
Item
2: Subject Company Information.
Item 1002
of Regulation M-A:
The information included in and
incorporated by reference into Item 2 of the Schedule 13E-3 is amended and
supplemented with the following:
(b)
Securities
. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
|
·
|
“The
Special Meeting—Record Date and
Quorum”
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(c)
Trading Market and Price.
The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
|
·
|
“Information
about Corel Corporation—Price Range of Shares;
Dividends”
|
(d)
Dividends
. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
|
·
|
“Information
about Corel Corporation—Price Range of Shares;
Dividends”
|
(e)
Prior Public
Offerings
. Not applicable.
(f)
Prior Stock Purchases
. The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
|
·
|
“Special
Factors—Background”
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Item
4: Terms of the Transaction.
The information included in and
incorporated by reference into Item 4 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1004
of Regulation M-A:
(a)
Material Terms
.
(1)
Tender offers.
Not
applicable.
(2)
Mergers or Similar
Transactions.
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
|
·
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“Summary
Term Sheet—The Consolidation”
|
|
·
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“Summary
Term Sheet—The Special Meeting”
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|
·
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“Summary
Term Sheet—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
|
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·
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“Summary
Term Sheet—Certain U.S. Federal Income Tax Considerations for U.S.
Holders”
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|
·
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“Summary
Term Sheet—Certain Canadian Federal Income Tax
Considerations”
|
|
·
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“The
Special Meeting—The Special
Resolution”
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·
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“The
Special Meeting—Vote Required for
Approval”
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·
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“The
Special Meeting—Approval Assured”
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·
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“Special
Factors—The Company’s Reasons for the
Consolidation”
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·
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“Special
Factors—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
|
|
·
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“Special
Factors—Certain U.S. Federal Income Tax Considerations for U.S.
Holders”
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·
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“Special
Factors—Certain Canadian Federal Income Tax
Considerations”
|
|
·
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“The
Consolidation—Shareholder
Approvals”
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·
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“The
Consolidation—Legal Aspects”
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·
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“The
Consolidation—Terms of the
Consolidation”
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·
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“The
Consolidation—Procedure for Receipt of Consideration—Registered
Shareholders”
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|
·
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“The
Consolidation—Procedure for Receipt of Consideration—Non-Registered
Shareholders”
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(c)
Different Terms
. Not
applicable.
(d)
Appraisal Rights
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
·
“Summary
Term Sheet—Dissent Rights”
·
“The
Consolidation—Right of Dissent”
·
“Summary
of Procedure to Exercise Dissent Right”
(e)
Provisions for Unaffiliated Security
Holders
. In connection with the transaction, no provisions
have been made to grant unaffiliated security holders access to the corporate
files of the Company or to obtain counsel or appraisal services at the expense
of the Company.
(f)
Eligibility for Listing or
Trading
. Not applicable.
Item
5: Past Contacts, Transactions, Negotiations and Agreements.
The information included in and
incorporated by reference into Item 5 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1005
of Regulation M-A:
(a)
Transactions
. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
·
“Special
Factors—Background”
(b) – (c)
Significant Corporate Events;
Negotiations or Contacts
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
·
“Special
Factors—Background”
·
“The
Consolidation—Background and Purpose of the Special Meeting”
Item
6: Purposes of the Transaction and Plans or Proposals.
The information included in and
incorporated by reference into Item 6 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1006
of Regulation M-A
(b) – (c)
Use of Securities
Acquired
;
Plans
.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
·
“Summary
Term Sheet—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“Special
Factors—The Company’s Reasons for the Consolidation”
·
“Special
Factors—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“Special
Factors—Plans for the Company After the Consolidation”
·
“Special
Factors—Effects of the Consolidation on the Market for the Shares; Nasdaq and
TSX Listing; Registration under the Exchange Act”
Item
7: Purposes, Alternatives, Reasons and Effects in a Going-Private
Transaction.
The information included in and
incorporated by reference into Item 7 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1013
of Regulation M-A:
(a) – (c)
Purposes
;
Alternatives
;
Reasons
. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary
Term Sheet—The Consolidation”
·
“Summary
Term Sheet—Recommendation of Corel Board of Directors”
·
“Summary
Term Sheet—Opinion of Corel’s Financial Advisor”
·
“Summary
Term Sheet—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“The
Special Meeting—The Special Resolution”
·
“Special
Factors—Background”
·
“Special
Factors—Recommendation of Corel Board of Directors”
·
“Special
Factors—The Company’s Reasons for the Consolidation”
·
“Special
Factors—Position of the Company Regarding Fairness of the
Consolidation”
·
“Special
Factors—Opinion of Financial Advisor to the Designated Directors of the Board of
Directors of Corel”
·
“Special
Factors—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
(d)
Effects
. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary
Term Sheet—The Consolidation”
·
“Summary
Term Sheet—Certain U.S. Federal Income Tax Considerations for U.S.
Holders”
·
“Summary
Term Sheet—Certain Canadian Federal Income Tax Considerations”
·
“The
Special Meeting—The Special Resolution”
·
“Special
Factors—Plans for the Company After the Consolidation”
·
“Special
Factors—Effects of the Consolidation on the Market for the Shares; Nasdaq and
TSX Listing; Registration under the Exchange Act”
·
“Special
Factors—Certain U.S. Federal Income Tax Considerations for U.S.
Holders”
·
“Special
Factors—Certain Canadian Federal Income Tax Considerations”
·
“The
Consolidation—Terms of the Consolidation”
Item
8: Fairness of the Transaction.
The information included in and
incorporated by reference into Item 8 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1014
of Regulation M-A:
(a) – (b)
Fairness
;
Factors Considered in Determining
Fairness
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
|
·
|
“Summary
Term Sheet—Recommendation of Corel Board of
Directors”
|
|
·
|
“Summary
Term Sheet—Opinion of Corel’s Financial
Advisor”
|
|
·
|
“Summary
Term Sheet—Position of the Purchaser Group Regarding Fairness of the
Consolidation”
|
|
·
|
“Special
Factors—Recommendation of Corel Board of
Directors”
|
|
·
|
“Special
Factors—Position of the Company Regarding Fairness of the
Consolidation”
|
|
·
|
“Special
Factors—Opinion of Financial Advisor to the Designated Directors of the
Board of Directors of Corel”
|
|
·
|
“Special
Factors—Position of the Purchaser Group Regarding Fairness of the
Consolidation”
|
(c)
Approval of Security Holders
.
The Offer was structured to require approval of a majority of the unaffiliated
shareholders of the Company. The Consolidation does not require
approval of any unaffiliated shareholders.
(d) – (e)
Unaffiliated
Representative
;
Approval of Directors
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
|
·
|
“Summary
Term Sheet—Recommendation of Corel Board of
Directors”
|
|
·
|
“Special
Factors—Background”
|
|
·
|
“Special
Factors—Recommendation of Corel Board of
Directors”
|
Item
9: Reports, Opinions, Appraisals, and Negotiations.
The information included in and
incorporated by reference into Item 9 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1015
of Regulation M-A:
(a) – (b)
Report, Opinion or
Appraisal
;
Preparer and
Summary of the Report, Opinion, or Appraisal
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
|
·
|
“Summary
Term Sheet—Opinion of Corel’s Financial
Advisor”
|
|
·
|
“Special
Factors—Position of the Company Regarding Fairness of the
Consolidation”
|
|
·
|
“Special
Factors—Opinion of Financial Advisor to the Designated Directors of the
Board of Directors of Corel”
|
(c)
Availability of Documents
.
The opinion referenced in this Item 9 will be available for any interested Corel
shareholder (or any representative of the shareholder who has been so designated
in writing) to inspect and copy at the Company’s principal executive offices
during its regular business hours.
Item
10: Source and Amounts of Funds or Other Consideration.
The information included in and
incorporated by reference into Item 10 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1007
of Regulation M-A:
(a) – (b)
Sources of Funds;
Conditions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Financing”
·
“Special
Factors—Consolidation Financing”
(c)
Expenses
. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary
Term Sheet—Financing”
·
“Special
Factors—Consolidation Financing”
(d)
Borrowed Funds
. Not
applicable.
Item
11: Interest in Securities of the Subject Company.
The information included in and
incorporated by reference into Item 11 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1008
of Regulation M-A:
(a) – (b)
Securities Ownership;
Securities Transactions
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
·
|
“Special
Factors—Background”
|
|
·
|
“Interests
of the Company’s Directors and Executive Officers in the
Consolidation”
|
|
·
|
“Information
about Corel Corporation—Security Ownership of Certain Beneficial Owners
and Management”
|
Item
12: The Solicitation or Recommendation.
The information included in and
incorporated by reference into Item 12 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1012
of Regulation M-A:
(d) – (e)
Intent to Tender or Vote in a
Going-Private Transaction
;
Recommendations of Others
.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
·
“Summary
Term Sheet—Recommendation of Corel Board of Directors”
·
“Summary
Term Sheet—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“Summary
Term Sheet—Interests of the Company’s Directors and Executive Officers in the
Consolidation”
·
“Special
Factors—Recommendation of Corel Board of Directors”
·
“Special
Factors— The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“Special
Factors—Interests of the Company’s Directors and Executive Officers in the
Consolidation”
Item
13: Financial Statements.
The information included in and
incorporated by reference into Item 13 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1010
of Regulation M-A:
(a) – (b)
Financial Information; Pro
Forma Information.
The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
|
·
|
“Information
about Corel Corporation—Company Financial
Projections”
|
|
·
|
“Information
about Corel Corporation—Summary Historical Consolidated Financial
Data”
|
Item
14: Persons/Assets, Retained, Employed, Compensated or Used.
The information included in and
incorporated by reference into Item 14 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1009
of Regulation M-A:
(a) – (b)
Solicitations or
Recommendations
;
Employees and Corporate
Assets
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Opinion of Corel’s Financial Advisor”
·
“Summary
Term Sheet—Interests of the Company’s Directors and Executive Officers in the
Consolidation”
·
“Special
Factors—Opinion of Financial Advisor to the Designated Directors of the Board of
Directors of Corel”
·
“Special
Factors—Interests of the Company’s Directors and Executive Officers in the
Consolidation”
Item
15: Additional Information.
The information included in and
incorporated by reference into Item 15 of the Schedule 13E-3 is amended and
supplemented with the following:
Item
1011(b) of Regulation M-A:
(b)
Other Material Information
.
The information set forth in the Proxy Statement, including all annexes thereto,
is incorporated herein by reference.
Item
16: Exhibits.
The information included in and
incorporated by reference into Item 16 of the Schedule 13E-3 is amended and
supplemented with the following:
|
|
|
|
(a)(i)(viii)
|
The
Preliminary Proxy Statement of Corel Corporation, as filed with the SEC on
Schedule 14A by Corel Corporation on December 18, 2009, incorporated
herein by reference.
|
SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information as set forth in this statement is true, complete and
correct.
Dated:
December 18, 2009
|
Corel
Holdings, L.P.
By
Vector Capital Partners II International, Ltd.
Its
General Partner
|
/s/ Alexander R. Slusky
|
|
|
Alexander
R. Slusky
Director
|
|
|
|
|
|
|
Vector
Capital Partners II International, Ltd.
|
/s/ Alexander R. Slusky
|
|
|
|
Alexander
R. Slusky
Director
|
|
|
|
|
|
|
Alexander
R. Slusky
|
/s/ Alexander R. Slusky
|
|
|
|
|
|
|
Amish
Mehta
|
/s/ Amish Mehta
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
(a)(1)(i)
|
|
Offer
to Purchase, dated October 28, 2009.*
|
|
(a)
(1)(ii)
|
|
Letter
of Transmittal.*
|
|
(a)
(1)(iii)
|
|
Notice
of Guaranteed Delivery.*
|
|
(a)
(1)(iv)
|
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
|
|
(a)(1)(v)
|
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
|
|
(a)(1)(vi)
|
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
|
|
(a)(1)(vii)
|
|
Amended
and Restated Offer to Purchase, dated November 16,
2009.*
|
|
(a)(1)(viii)
|
|
The
Preliminary Proxy Statement of Corel Corporation, as filed with the SEC on
Schedule 14A by Corel Corporation on December 18, 2009, incorporated
herein by reference.
|
|
(a)(5)(i)
|
|
Press
release dated October 28, 2009.*
|
|
(a)(5)(ii)
|
|
Investor
Presentation.*
|
|
(a)(5)(iii)
|
|
Press
release dated November 12, 2009.*
|
|
(a)(5)(iv)
|
|
Joint
press release dated November 17, 2009.*
|
|
(a)(5)(v)
|
|
Press
release dated November 26, 2009.*
|
|
(a)(5)(vi)
|
|
Press
release dated December 3, 2009.*
|
|
(f)
|
|
Reference
is made to Section “Special Factors—Section 4—Acquisition of Shares Not
Tendered in the Offer; Dissenters’ Rights” of the Offer to Purchase, which
is filed as Exhibit (a)(1)(i) to this Schedule TO.*
|
|
(g)
|
|
Not
applicable.
|
|
(h)
|
|
Not
applicable.
|
____________
* Previously
filed