SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 25, 2003
Open Text Corporation
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(Exact name of Registrant as specified in its charter)
Ontario 0-27544 98-0154400
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
185 Columbia Street West, Waterloo, Ontario, Canada N2L5Z5
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(Address of principal executive offices)
(519) 888-7111
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Registrant's telephone number, including area code
Item 2: Acquisition or Disposition of Assets.
On February 25, 2003, Open Text Inc. ("OTI"), a wholly-owned subsidiary of
Open Text Corporation ("Open Text"), acquired all of the issued and outstanding
shares of Corechange, Inc. ("Corechange") through the merger (the "Merger") of
OT Acquisition I Corp., a wholly-owned subsidiary of OTI ("Acquisition Sub"),
with and into Corechange, with Corechange as the surviving corporation. The
Merger was accomplished pursuant to the Agreement and Plan of Merger, dated as
of February 24, 2003, among OTI, Acquisition Sub, and Corechange (the "Merger
Agreement") and a related Certificate of Merger. As a result of the Merger,
Corechange became a wholly-owned subsidiary of OTI.
OTI paid initial cash consideration in the Merger of $3.6 million. An
additional $650,000 in cash consideration will be retained initially by OTI (the
"Holdback Amount"). OTI may pay additional cash consideration in an amount which
is contingent on certain of Corechange's revenue over the next year (the
"Earnout Amount"). The Holdback Amount and the Earnout Amount may be used to
indemnify OTI against losses, if any, for breaches of the representations,
warranties and covenants of Corechange and will secure certain other
indemnification obligations of Corechange. The Holdback Amount and the Earnout
Amount both may be reduced based on the net assets of Corechange at the closing
of the Merger. At the earliest, the Holdback Amount and the Earnout Amount will
be paid on the date that is one year and 45 days after the closing of the
Merger.
Holders of Series C Preferred Stock of Corechange will receive all of the
consideration in the Merger. The source of funds for the Merger was Open Text's
cash on hand.
Open Text's press release announcing the completion of the acquisition is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
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The following financial statements, pro forma financial information and exhibits
are filed as part of this Current Report on Form 8-K, where indicated:
(a) Financial Statements of Businesses Acquired. None.
The required financial statements will be filed not later than 75 days
from the date hereof.
(b) Pro Forma Financial Information. None
The required financial statements will be filed not later than 75 days
from the date hereof.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release issued by Open Text on February 26, 2003.
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
February 26, 2003 By: /s/ P. Thomas Jenkins
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P. Thomas Jenkins
Chief Executive Officer
Exhibit Index
Exhibit No. Description
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99.1 Press Release issued by Open Text on February 26, 2003.