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. 5)
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: (415)
293-5000
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: (650)
752-2000
Fax: (650)
752-3618
|
Craig
Wright
Emmanuel
Z. Pressman
Osler,
Hoskin & Harcourt LLP
Box
50, 1 First Canadian Place
Toronto,
Ontario, Canada M5X 1B8
Telephone: (416)
362-2111
Fax: (416)
862-6666
|
|
|
CALCULATION
OF FILING FEE
|
* 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 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:
|
|
|
Filing
Party:
|
|
Form
or Registration No.:
|
|
|
Date
Filed:
|
|
Amount
Previously Paid:
|
|
|
Filing
Party:
|
|
Form
or Registration No.:
|
|
|
Date
Filed:
|
|
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.
o
|
CUSIP
No.
21868Q109
|
|
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
22,240,766 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
22,240,766 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
22,240,766
|
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)
85.9%
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
21868Q109
|
|
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
22,240,766 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
22,240,766
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
22,240,766
|
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)
85.9%
|
14.
|
Type
of Reporting Person (See Instructions)
00
|
CUSIP
No.
21868Q109
|
|
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
22,240,766 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
22,240,766 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
22,240,766
|
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)
85.9%
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
This
Amendment No. 5 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. 5 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 Offer expired at 12:00 midnight,
New York City time, on November 25, 2009. The Offer was not
extended. Based on information provided by CIBC Mellon Trust Company,
the Depositary for the Offer, as of the expiration of the Offer, approximately
4,542,951 Shares were validly tendered (including Shares subject to guaranteed
delivery procedures) and not properly withdrawn prior to the expiration of the
Offer. Purchaser has accepted for payment all Shares validly tendered
and not properly withdrawn, and payment for such Shares will be made promptly in
accordance with the terms of the Offer. The Shares validly tendered
and not properly withdrawn represent approximately 52% of the Shares outstanding
excluding the Shares owned by Purchaser and its affiliates.
The number of Shares tendered pursuant
to the Offer satisfies the non-waivable Majority of the Minority Condition to
the Offer.
On November 26, 2009, Purchaser issued
a press release announcing that Purchaser will commence a subsequent offering
period for all remaining untendered Shares effective as of 9:00 a.m. New York
City time, on November 26, 2009. The subsequent offering period will
expire at 12:00 midnight, New York City time, on Friday, December 4, 2009,
unless extended. Any such extension will be followed by a public
announcement no later than 9:00 a.m., New York City time, on the next business
day after the subsequent offering period is scheduled to expire.
The same $4.00 per share price, net to
the seller in cash, without interest and less applicable withholding taxes,
offered in the initial offering period will be paid during the subsequent
offering period. Purchaser will immediately accept for payment all
Shares validly tendered during the subsequent offering period, and payment will
be made promptly after acceptance, in accordance with the terms of the
Offer. Procedures for tendering Shares during the subsequent offering
period are the same as during the initial offering period, except that (1)
Shares cannot be delivered by the guaranteed delivery procedure and (2) pursuant
to Rule 14d-7(a)(2) promulgated under the Exchange Act, Shares tendered during
the subsequent offering period may not be withdrawn. Shares validly
tendered during the initial offering period may not be withdrawn during the
subsequent offering period.
Following the expiration of the
subsequent offering period, the Purchaser intends to take steps as necessary to
acquire all Shares not tendered in the Offer at the same price per share as it
paid in the Offer, to de-register the Company as a public company and to thereby
cause the Company to become a private company owned by Purchaser.
The full text of the press release
issued by Purchaser regarding the expiration of the Offer and the announcement
of the subsequent offering period is set forth as Exhibit (a)(5)(v) hereto and
is incorporated by reference herein.
Item
10. Financial Statements.
Not
applicable.
Item
12. Exhibits.
Item 12
is hereby amended and supplemented to add the following additional
exhibit:
Exhibit
No.
|
Description
|
(a)(5)(v)
|
Press
Release dated November 26, 2009.
|
Information
Required by Schedule 13D
This
Schedule TO Amendment also constitutes Amendment No. 6 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.
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: November
27, 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
|
|
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.
|
(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.
|
____________
* Previously
filed
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