- Amended tender offer statement by Third Party (SC TO-T/A)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

___________________________

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

 

(Amendment No. 7)

 

COREL CORPORATION

(Name of Subject Company)

 

COREL HOLDINGS, L.P.

(Names of Filing Person (offeror))

 

Vector Capital Partners II International, Ltd.

Amish Mehta

Alexander R. Slusky

(Names of Filing Persons (other persons))

 

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:  [phone]

Attn:  Alexander R. Slusky

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

 

Copies to:
Martin A. Wellington Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 Telephone:  [phone] Fax:  [phone]	Craig Wright Emmanuel Z. Pressman Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 Telephone:  [phone] Fax:  [phone]

CALCULATION OF FILING FEE
Transaction Valuation*	Amount of Filing Fee**
$34,671,748.00	$1,934.68

 

*           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

 

 

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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 Corporation’s 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.   **      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 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.

Amount Previously Paid:	$1,666.31	Filing Party:	Corel Holdings, L.P.
Form or Registration No.:	SC TO-T	Date Filed:	October 28, 2009
Amount Previously Paid:	$271.33	Filing Party:	Corel Holdings, L.P.
Form or Registration No.:	SC TO-T/A	Date Filed:	November 12, 2009

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

x	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
x	going-private transaction subject to Rule 13e-3.
x	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.     x

 

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CUSIP No.   21869X103

1.	Names of Reporting Persons.   Corel Holdings, L.P. (“Corel Holdings”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  o
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 25,316,282 shares, except that Vector Capital Partners II International, Ltd. (“VCP II Int’l”), the general partner of Corel Holdings, may be deemed to have sole power to vote these shares, and Alexander R. Slusky (“Slusky”), the sole director of VCP II Int’l, may be deemed to have sole power to vote these shares.
	8.	Shared Voting Power
	9.	Sole Dispositive Power 25,316,282 shares, except that VCP II Int’l, the general partner of Corel Holdings, may be deemed to have sole power to dispose of these shares, and Slusky, the sole director of VCP II Int’l, may be deemed to have sole power to dispose of these shares.
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,316,282
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
13.	Percent of Class Represented by Amount in Row (11) 97.2%
14.	Type of Reporting Person (See Instructions) PN

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CUSIP No.   21869X103

1.	Names of Reporting Persons.   Vector Capital Partners II International, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  o
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 25,316,282 shares, all of which are beneficially owned by Corel Holdings.  VCP II Int’l, the general partner of Corel Holdings, may be deemed to have sole power to vote these shares, and Slusky, the sole director of VCP II Int’l, may be deemed to have sole power to vote these shares.
	8.	Shared Voting Power
	9.	Sole Dispositive Power 25,316,282 shares, all of which are beneficially owned by Corel Holdings.  VCP II Int’l, the general partner of Corel Holdings, may be deemed to have sole power to dispose of these shares, and Slusky, the sole director of VCP II Int’l, may be deemed to have sole power to dispose of these shares.
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,316,282
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
13.	Percent of Class Represented by Amount in Row (11) 97.2%
14.	Type of Reporting Person (See Instructions) 00

 

 

 

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CUSIP No.   21869X103

1.	Names of Reporting Persons.   Alexander R. Slusky
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6.	Citizenship or Place of Organization U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 25,316,282 shares, of which 40,201 are beneficially owned directly by Slusky and of which the remainder are beneficially owned by Corel Holdings.  Slusky is the sole director of VCP II Int’l, which is the general partner of Corel Holdings, and may be deemed to have sole power to vote these shares.
	8.	Shared Voting Power
	9.	Sole Dispositive Power 25,316,282 shares, of which 40,201 are beneficially owned directly by Slusky and of which the remainder are beneficially owned by Corel Holdings.  Slusky is the sole director of VCP II Int’l, which is the general partner of Corel Holdings, and may be deemed to have sole power to dispose of these shares.
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,316,282
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
13.	Percent of Class Represented by Amount in Row (11) 97.2%
14.	Type of Reporting Person (See Instructions) IN

 

 

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This Amendment No. 7 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO on October 28, 2009 (as amended and/or supplemented, the “ Schedule TO ”) by Corel Holdings, L.P., a Cayman Islands limited partnership (the “ Purchaser ”).  The Schedule TO 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 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”).  All capitalized terms used in this Amendment No. 7 without definition have the meanings ascribed to them in the Offer to Purchase.

 

The information in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO, and is supplemented by the information specifically provided herein.

Items 1 through 9, 11 and 13.

 

Items 1 through 9, 11 and 13 of the Schedule TO are hereby amended and supplemented as follows:

 

The subsequent offering period expired at 12:00 midnight, New York City time, on December 4, 2009.  Based on information provided by CIBC Mellon Trust Company, the Depositary for the Offer, as of the expiration of the subsequent offering period, approximately 3,076,078 Shares were validly tendered during the subsequent offering period, and when included with the 4,542,389 Shares tendered in the initial offering period, resulted in an aggregate of 7,618,467 Shares tendered pursuant to the Offer.  Purchaser has accepted for payment all Shares validly tendered, and payment for such Shares will be made promptly in accordance with the terms of the Offer.

 

The Purchaser anticipates completing a subsequent acquisition transaction to acquire all outstanding Shares not owned by Purchaser and its affiliates at the same price per share as it paid in the Offer.  The Purchaser expects that the subsequent acquisition transaction will close in February 2010.  Following the subsequent acquisition transaction, the Purchaser will take steps to de-register the Company as a public company and to thereby cause the Company to become a private company owned by Purchaser.

 

Item 10.  Financial Statements.

 

    Not applicable.

 

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Information Required by Schedule 13D

 

This Schedule TO Amendment also constitutes Amendment No. 8 to Statement on Schedule 13D of Corel Holdings, L.P., Vector Capital Partners II International, Ltd. and Alexander R. Slusky filed with the Securities and Exchange Commission on April 1, 2008, as amended.

The Schedule 13D has been amended to reflect the acquisition of 3,076,078 shares that were tendered in the subsequent offering period through December 4, 2009.

 

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SIGNATURES

 

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date:  December 7, 2009

 

Corel Holdings, L.P.
By Vector Capital Partners II International, Ltd.	/s/ Alexander R. Slusky
Its General Partner	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

 

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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)(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.

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     *   Previously filed

 

 

 

 

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