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): February 11, 1999
COREL CORPORATION
(Exact name of Registrant as specified in its Charter)
Commission File Number 0-20562
CANADA NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 CARLING AVENUE, OTTAWA, ONTARIO, CANADA K1Z 8R7
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (613) 728-8200
ITEM 5. OTHER EVENTS
ADOPTION OF SHAREHOLDER RIGHTS PLAN
On February 11, 1999, the Board of Directors of Corel Corporation (the
"Company") declared a distribution of one common share purchase right (a
"Right") in respect of each common share outstanding at the Close of Business on
February 25, 1999 (the "Record Time"). In addition, one Right shall be issued
with each Common Share issued after the Record Time and prior to the earlier of
the Separation Time and the Expiration Time, as such terms are defined in the
Shareholder Rights Plan Agreement (the "Rights Agreement"). Capitalized terms
not defined herein will have the meanings given to them in the Rights Agreement,
which is attached hereto as an exhibit. Each right entitles the holder
thereof, after the Separation Time, to purchase one Common Share of the
Corporation for the Exercise Price as at the Business Day immediately preceding
Separation Time. In the event that any Person becomes an Acquiring Person (a
"Flip-in Event"), each Right shall thereafter constitute the right to purchase
from the Company, that number of Common Shares of the Corporation as have an
aggregate Market Price on the date of occurrence of such Flip-in Event equal to
twice the Exercise Price for an amount in cash equal to the Exercise Price.
This right shall be adjusted in the event that at any time after the Record Time
and prior to the Expiration Time, (i) a dividend in Voting Shares or Convertible
Securities is declared or paid, (ii) the outstanding Common Shares are
subdivided or changed into a greater number of Common Shares, (iii) the
outstanding Common Shares are consolidated or changed into a smaller number of
Common Shares, or (iv) Voting Shares (or Convertible Securities in respect
thereof) are issued in lieu of or in exchange for existing Common Shares. The
description and terms of the Rights are set forth in the Rights Agreement
between the Company and Montreal Trust Company of Canada, as Rights Agent, which
is included as Exhibit 4.1 hereto. The Company's shareholder rights plan will be
submitted for approval by the Company's stockholders at the annual and special
shareholders' meeting scheduled for April 14, 1999, and the plan will be
operative until that meeting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) LISTING OF EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Shareholder Rights Plan Agreement dated February 11, 1999 between
the Company and Montreal Trust Company of Canada, as Rights Agent,
which includes as Exhibit A the Form of Rights Certificate.
99.1 Press release of the Company dated February 11, 1999.
99.2 Press release of the Company dated February 25, 1999.
SIGNATURE
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.
Dated: March 19, 1999
COREL CORPORATION
By: /s/ Dr. Michael C.J. Cowpland
------------------------------------
Dr. Michael C.J. Cowpland
Chairman of the Board, President,
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Shareholder Rights Plan Agreement dated February 11, 1999 between
the Company and Montreal Trust Company of Canada, as Rights Agent,
which includes as Exhibit A the Form of Rights Certificate.
99.1 Press release of the Company dated February 11, 1999.
99.2 Press release of the Company dated February 25, 1999.