UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 2)
COREL CORPORATION
(Name of Subject Company)
COREL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
21869X103
(CUSIP Number of Class of Securities)
Kris Hagerman
Chief Executive Officer
Corel Corporation
1600 Carling Ave
Ottawa, Ontario
Canada A6 K1Z 8R7
(650) 930-5826
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
Copies to:
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Barry J. Reiter
Bennett Jones LLP
3400 One First Canadian Place
Toronto Ontario
M5X 1A4 Canada
(416) 777-6500
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Joel I. Greenberg
Kaye Scholer LLP
425 Park Avenue
New York, NY 10022-3598
(212) 836-8201
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Gregory C. Smith
Woodside Counsel, P.C.
203 Redwood Shores Parkway
Redwood Shores, CA 94065
(650) 632-1690
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This statement is filed in connection with (check the appropriate box):
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a.
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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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o
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b.
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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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A tender offer.
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$34,671,748.00
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$1,934.68
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*
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Estimated for purposes of calculating the filing fee only.
Calculated by multiplying (i) the sum of (A) 8,209,482, which is the difference
between 25,905,422, the number of common shares, no par value (Shares), of
Corel Corporation outstanding as of September 22, 2009, and 17,695,940, the
number of Shares beneficially owned by Corel Holdings, L.P., (B) 447,767, which
is the number of Shares issuable upon the exercise of outstanding options that
are vested and exercisable as of September 30, 2009 with an exercise price less
than $4.00 (in-the-money options), and (C) 10,688, which is the number of
restricted stock units (RSUs) that are vested and exercisable as of September
30, 2009, by (ii) $4.00, which is the per Share tender offer price. The number
of outstanding Shares is contained in Corel Corporations Quarterly Report on
Form 10-Q for the quarter ended August 31, 2009. The number of Shares issuable
upon the exercise of in-the-money options, the weighted average exercise
price for such options and the number of RSUs that are vested before September
30, 2009 are provided by Corel Corporation.
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**
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The amount of the filing fee is calculated in accordance with Rule
0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
# 2 for Fiscal Year 2010 issued by the Securities and Exchange Commission on
September 28, 2009, by multiplying the transaction valuation by 0.0000558.
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously
Paid:
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$
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1,666.31
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Filing Party:
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Corel Holdings, L.P.
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Form or
Registration No.:
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SC TO-T
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Date Filed:
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October 28, 2009
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Amount Previously
Paid:
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$
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271.33
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Filing Party:
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Corel Holdings, L.P.
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Form or
Registration No.:
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SC TO-T/A
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Date Filed:
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November 12, 2009
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Explanatory Note
This Amendment No. 2 (this Amendment) amends and supplements the Rule 13e-3 Transaction Statement
on Schedule 13E-3 (together with the exhibits and annexes thereto and as amended and supplemented
from time to time, the Schedule 13E-3), originally filed with the Securities and Exchange
Commission (the SEC) on November 16, 2009 by Corel Corporation, a Canadian corporation (the
Company or Corel), relating to the tender offer, as amended, by Corel Holdings, L.P. (the
Offeror), a holding company organized by VCP II International LLC, a manager of private equity
funds (together with its affiliates, including the Offeror, Vector) in the Cayman Islands for the
purpose of holding shares of the Companys common stock, no par value per share (Shares), to
acquire all of the issued and outstanding Shares not already owned by Vector for $4.00 per Share
upon the terms and subject to the conditions specified in the Amended and Restated Offer to
Purchase, dated November 16, 2009 (the Offer to Purchase), and the related Letter of Transmittal,
each as previously filed with the Tender Offer Statement and Rule 13E-3 Transaction Statement filed
by the Offeror with the SEC under cover of Schedule TO (as amended and supplemented from time to
time).
This Amendment No. 2 is being filed to reflect certain updates as reflected below.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Subsection (b), (c)(1)-(8) Use of Securities Acquired; Plans is deleted in its entirety and
replaced with the following:
(b), (c)(1)-(8)
Use of Securities Acquired; Plans
. The information set forth in Special
Factors Purpose of and Reasons for the Offer and Plans or
Proposals and Item 7Purposes of the Transaction and Plans or Proposals of the Schedule 14D-9 and
in Summary Term Sheet; Introduction and Special Factors Purpose of and Reasons for the
Offer; Plans for the Company after the Offer and the Second-Step Acquisition of the Offer to
Purchase is incorporated by reference herein.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Subsection (a)-(c) Purposes, Alternatives, Reasons is deleted in its entirety and replaced with
the following:
(a)-(c)
Purposes, Alternatives, Reasons
. The information set forth in Special Factors
Purpose of and Reasons for the Offer and Plans or Proposals;
Special Factors Position of the Company Regarding
Fairness of the Offer; and Item 4 The Solicitation or
Recommendation of the Schedule 14D-9 and Summary Term Sheet; Introduction; Special Factors
Purpose of and Reasons for the Offer; Plans for the Company after the Offer and the Second-Step
Acquisition of the Offer to Purchase is incorporated by reference herein.
ITEM 8. FAIRNESS OF THE TRANSACTION
Subsections (a) Fairness; (b) Factors Considered in Determining Fairness; (d) Unaffiliated
Representative and Approval of Directors are deleted in their entirety and replaced with the
following:
(a)
Fairness
. The information set forth in Special Factors Position of the Company
Regarding Fairness of the Offer of the Schedule 14D-9 is incorporated by reference herein.
(b)
Factors Considered in Determining Fairness
. The information set forth in Special Factors
Position of the Company Regarding Fairness of the Offer and Item 4 The Solicitation or
Recommendation of the Schedule 14D-9 is incorporated by reference herein.
(d)
Unaffiliated Representative
. The information set forth in Special Factors Position
of the Company Regarding Fairness of the Offer and Item 4 Solicitation Recommendation;
Background of the Offer of the Schedule 14D-9 is incorporated by reference herein.
(e)
Approval of Directors
. The information set forth in Special Factors Position of the
Company Regarding Fairness of the Offer and Item 4 The Solicitation or Recommendation of the
Schedule 14D-9 is incorporated by reference herein.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
Subsections (a) Report, Opinion or Approval and (b) Preparer and Summary of the Report, Opinion
or Appraisal are deleted in their entirety and replaced with the following:
(a)
Report, Opinion or Appraisal
. The information set forth in Special Factors Reports,
Opinions, Appraisals and Negotiations; Item 4 The Solicitation or Recommendation and Item 5 Persons/Assets, Retained,
Employed, Compensated or Used of the Schedule 14D-9 is incorporated by reference herein.
(b)
Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in
Special Factors Reports, Opinions, Appraisals and Negotiations; Item 4 The Solicitation or Recommendation and Item 5
Persons/Assets, Retained, Employed, Compensated or Used of the Schedule 14D-9 is incorporated
by reference herein.
ITEM 13. FINANCIAL INFORMATION
The following replaces subsection (a) Financial Statements in its entirety:
(a)
Financial Statements
. The information set forth in The Offer Certain Information
Concerning the Company of the Offer to Purchase and Item 8 Additional Information to be
Furnished of the Schedule 14D-9 is incorporated by reference herein.
ITEM 16. EXHIBITS
Item 16 is hereby amended to add Exhibit (a)(5)(i).
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Exhibit No.
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Description
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(a)(5)(i)
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Press Release of Corel Corporation, dated November 23, 2009
(incorporated by reference to Exhibit (a)(5)(i) to the Schedule
14D-9/A filed by Corel Corporation on November 23, 2009)
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