SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO FORM 8-K FILED ON MARCH 21, 2003
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2003
Open Text Corporation
(Exact name of Registrant as specified in its charter)
Ontario
| | 0-27544
| | 98-0154400
|
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
185 Columbia Street West, Waterloo, Ontario,
Canada N2L5Z5
(Address of principal executive offices)
(519) 888-7111
Registrant’s telephone number, including area code
This Current Report on Form 8-K/A is filed by Open Text Corporation, an Ontario corporation (“Open Text” or the “Company”), as an amendment to that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2003 to include the information required by Item 7.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
The following financial statements and exhibits are filed as part of this report, where indicated:
| | (a) | | Financial statements of the business acquired |
The following audited financial statements of Eloquent, Inc. (“Eloquent”) are included as Exhibit 99.1 to this Current Report on Form 8-K/A:
Report of the Independent Accountants
Consolidated Balance Sheets as of December 31, 2002 and 2001
Consolidated Statements of Operations for the years ended December 31, 2002, 2001, and 2000
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2002, 2001, and 2000
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000
Notes to the Consolidated Financial Statements
| | (b) | | Pro forma financial information |
The following unaudited pro forma financial information of Open Text, Eloquent, Corechange Inc. (“Corechange”), and Centrinity Inc. (“Centrinity”) is included as Exhibit 99.2 to this Current Report on Form 8-K/A:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2002
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six-month period ended December 31, 2002
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the twelve-month period ended June 30, 2002
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
Exhibit No.
| | Description
|
The Exhibits that are filed with this Current Report on Form 8-K/A are set forth in the Exhibit Index to this Current Report on Form 8-K/A. |
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.
OPEN TEXT CORPORATION
June 3, 2003 | By: /s/ P. Thomas Jenkins |
P. Thomas Jenkins
Chief Executive Officer
EXHIBIT INDEX
Exhibit No.
| | Description
|
|
23.1 | | Independent Accountants’ Consent of PricewaterhouseCoopers LLP |
|
99.1 | | The following audited financial statements of Eloquent: |
|
| | | Report of the Independent Accountants |
|
| | | Consolidated Balance Sheets as of December 31, 2002 and 2001 |
|
| | | Consolidated Statements of Operations for the years ended December 31, 2002, 2001, and 2000 |
|
| | | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2002, 2001, and 2000 |
|
| | | Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000 |
|
| | | Notes to the Consolidated Financial Statements |
|
99.2 | | The following unaudited pro forma financial information of Open Text |
|
| | | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2002 |
|
| | | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six-month period ended December 31, 2002 |
|
| | | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the twelve-month period ended June 30, 2002 |
|
| | | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements |
