As filed with the Securities and Exchange Commission on September 13, 2024
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OPEN TEXT CORPORATION
(Exact name of registrant as specified in its charter)

Canada
98-0154400
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

275 Frank Tompa Drive
Waterloo, Ontario, Canada N2L 0A1
(Address, including zip code, of registrant’s principal executive offices)

Open Text Corporation 2004 Employee Stock Purchase Plan
(Full title of the plan)

Open Text Inc.
Suite 301 and 302, 2440 Sand Hill Road
Menlo Park, California 94025
(650) 645-3000
(Name, address and telephone number, including area code, of agent for service)

Copies to:
Craig B. Brod, Esq.
Helena K. Grannis, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
+1 (212) 225-2000
Michael Hickey, Esq.
Taylor Dickinson, Esq.
Blake, Cassels & Graydon LLP
199 Bay Street, Suite 4000, Commerce Court West
Toronto, Ontario, M5L 1A9, Canada
+1 (416) 863-2400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



EXPLANATORY NOTE

This registration statement (the “Registration Statement”) relates to the registration of 6,000,000 additional common shares (the “Common Shares”) of Open Text Corporation (the “Company”) reserved for issuance and delivery under the 2004 Employee Stock Purchase Plan (the “ESPP”), which was amended and restated on September 12, 2024. Pursuant to the registration statement on Form S-8 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2004 (File No. 333-121377) and the registration statement on Form S-8 filed by the Company with the SEC on September 30, 2020 (File No. 333-249181) (collectively, the “Prior Registration Statements”), the Company has previously registered 8,000,000 Common Shares for issuance under the ESPP.

The contents of the Prior Registration Statements are incorporated herein by reference pursuant to General Instruction E to Form S-8, to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the SEC, are hereby incorporated by reference in this Registration Statement:

(a)
The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC on August 1, 2024 (the “Annual Report”);
(b)
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report; and
(c)The description of the Common Shares contained in the Company’s Current Report on Form 8-K as filed with the SEC on April 24, 2014.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and other documents.

Item 6.    Indemnification of Directors and Officers

Section 7.02 of By-Law 1 of the Company provides that, subject to the Canada Business Corporations Act (the “CBCA”), the Company shall indemnify a director or an officer, a former director or officer, or another individual who acts or acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company, or other entity, if such individual (a) acted honestly and in good faith with a view to the best interests of the Company, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Company’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

By-Law 1 of the Company further obligates the Company to advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 7.02, subject to the repayment of these moneys if the individual does not fulfil the conditions of section 7.02. Furthermore, the Company shall also indemnify an individual referred to in section 7.02 in such other circumstances as the CBCA or law permits or requires.

The Company currently maintains directors’ and officers’ liability insurance.

Section 124 of the CBCA provides:



(1)A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

(2)A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfil the conditions of subsection (3).

(3)A corporation may not indemnify an individual under subsection (1) unless the individual

(a)acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and
(b)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

(4)A corporation may with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3).

(5)Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity

(a)was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and
(b)fulfils the conditions set out in subsection (3).

(6)A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual

(a)in the individual’s capacity as a director or officer of the corporation; or
(b)in the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.

(7)A corporation, an individual or an entity referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit.

(8)An applicant under subsection (7) shall give the Director (as defined under the CBCA) notice of the application and the Director is entitled to appear and be heard in person or by counsel.

(9)On an application under subsection (7) the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.



Item 8.    Exhibits


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”) the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waterloo, Ontario, Canada, on September 13, 2024.

OPEN TEXT CORPORATION
By:/s/ MICHAEL F. ACEDO
Name:Michael F. Acedo
Title:Executive Vice-President, Chief Legal Officer & Corporate Secretary




POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Mark J. Barrenechea, Madhu Ranganathan, and Michael F. Acedo, and each of them, as such person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents or instruments necessary or incidental in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or such persons’ substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. This document may be executed in counterparts that when so executed shall constitute one document, notwithstanding that all of the undersigned are not signatories to the original of the same counterpart.



SignatureTitleDate
/s/ MARK J. BARRENECHEAChief Executive Officer and Chief Technology Officer
 (Principal Executive Officer)		September 13, 2024
 Mark J. Barrenechea
/s/ MADHU RANGANATHANPresident, Chief Financial Officer and Corporate Development
(Principal Financial Officer)		September 13, 2024
Madhu Ranganathan
/s/ COSMIN BALOTASenior Vice President and Chief Accounting Officer
(Principal Accounting Officer)		September 13, 2024
Cosmin Balota
/S/ P. THOMAS JENKINSChairman of the BoardSeptember 13, 2024
P. Thomas Jenkins
/S/ RANDY FOWLIEDirectorSeptember 13, 2024
Randy Fowlie
/S/ DAVID FRASERDirectorSeptember 13, 2024
David Fraser
/S/ ROBERT HAUDirectorSeptember 13, 2024
Robert Hau
/S/ GOLDY HYDERDirectorSeptember 13, 2024
Goldy Hyder
/S/ ANNETTE RIPPERTDirectorSeptember 13, 2024
Annette Rippert
/S/ STEPHEN J. SADLERDirectorSeptember 13, 2024
Stephen J. Sadler


/S/ KATHARINE B. STEVENSONDirectorSeptember 13, 2024
Katharine B. Stevenson
/S/ DEBORAH WEINSTEINDirectorSeptember 13, 2024
Deborah Weinstein
/S/ MADHU RANGANATHANAuthorized Representative in the United StatesSeptember 13, 2024
Madhu Ranganathan

0001002638EX-FILING FEESFALSEsharesiso4217:USDxbrli:pure00010026382024-09-132024-09-13000100263812024-09-132024-09-13
Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8
(Form Type)

Open Text Corporation

(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule (2)Amount Registered (1)Proposed Maximum Offering Price Per Unit
(2)		Maximum Aggregate Offering Price (2)Fee RateAmount of Registration Fee
Equity
Common Shares to be Issued
Other
6,000,000
US$31.61US$189,660,000.000.0001476US$27,993.82
Total Offering Amounts
US$189,660,000.00US$27,993.82
Total Fee Offsets
US$—
Net Fee Due
US$27,993.82
(1)Consists of common shares (the “Common Shares”) of Open Text Corporation (the “Company”) to be issued under the 2004 Employee Stock Purchase Plan (the “ESPP”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Common Shares that become issuable under the applicable plan by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt of consideration that increases the number of the Company’s outstanding Common Shares.
(2)The Proposed Maximum Offering Price Per Unit of Common Share has been calculated solely for the purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act. The Proposed Maximum Offering Price Per Unit of Common Share is based on US$31.61 per share, the average of the high and low prices of the Common Shares, as reported on the NASDAQ Global Select Market on September 6, 2024.


Exhibit 4.1

OPEN TEXT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
As Amended September 12, 2024

Article 1 - Purpose

This amended Employee Stock Purchase Plan (the “Plan”) is intended to encourage share ownership by all eligible employees of Open Text Corporation (the “Company”), a corporation governed by the laws of Canada, and each of its Participating Subsidiaries, so that they may participate in any future growth of the Company by acquiring or increasing their interest in common shares of the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company and its Participating Subsidiaries. The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”).

Article 2 - Definitions

The term “Affiliate” means any entity, other than a Subsidiary, that (a) directly or indirectly, is controlled by, controls or is under common control with, the Company, or (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing.
The term “applicable law” means any applicable law, domestic or foreign, including without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments thereunder and the rules of each securities exchange or quotation system on which securities of the Company are listed and posted for trading.
The term “Average Market Price” on any date means (i) the weighted average trading price of the Common Shares on the trading day immediately preceding such day on the securities exchange or quotation system on which the greatest volume of trading of the Common Shares in that period has occurred, if the Common Shares are then traded on such securities exchange or quotation system; or (ii) the average of the closing bid and asked prices last quoted on the trading day immediately preceding such day by an established quotation service for over-the-counter securities, if the Common Shares are not traded on a national securities exchange or quotation system; or (iii) if the Common Shares are not publicly traded, the fair market value of the Common Shares on such date as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Shares in private transactions negotiated at arm’s length.
The term “business day” means a day on which there is trading on the NASDAQ Global Select Market (“NASDAQ”) or the securities exchange, including the Toronto Stock Exchange (“TSX”), on which the greatest volume of trading of the Common Shares in the respective period has occurred; and if neither is applicable, a day that is not a Saturday, Sunday or statutory holiday in the Province of Ontario.
The term “Canadian Participant” means a Participant who is regularly employed by the Company, a Subsidiary or an Affiliate in Canada.
The term “Code” means the U.S. Internal Revenue Code of 1986, as amended.


The term “Insider” means an insider of the Company or an Affiliate or Subsidiary as defined in the rules of the TSX Company Manual for the purpose of security-based compensation arrangements.
The term “Insider Trading Policy” refers to the insider trading policy of the Company, pursuant to which directors and certain officers and employees of the Company and Participating Subsidiaries are prohibited from trading in securities of the Company during regularly scheduled and additional periods referred to as “trading black-outs periods”.
The term “Offering” means an offer under the Plan of an option that may be exercised at the end of a Purchase Period as further described in Article 8. Unless otherwise specified by the Committee, each Offering under the Plan to the eligible employees of the Company or a Participating Subsidiary shall be deemed a separate Offering, even if the dates of the applicable Purchase Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering.
The term “Parent” means a “parent corporation” with respect to the Company, as defined in Section 424(e) of the Code.
The term “Participant” means an individual who is eligible as determined in accordance with Article 4 to participate in the Plan and who has complied with the provisions of Article 9.
The term “Participating Subsidiary” shall mean any present or future Subsidiary or Affiliate that is designated from time to time by the Board to participate in the Plan. The Board shall have the power to make such designation before or after the Plan is approved by the shareholders.
The term “securities exchange” means the NASDAQ or the TSX or, if the Common Shares are not then listed and posted for trading on the NASDAQ or the TSX, such other securities exchange on which such Common Shares are listed and posted for trading as may be selected for such purpose by the Committee.
The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined in Section 424(f) of the Code.

Article 3 - Administration of the Plan

The Plan will be administered by the Compensation Committee (the “Committee”) of the Company’s board of directors (the “Board”). Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. For any period during which no such committee is in existence, “Committee” shall mean the Board and all authority and responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Board, and the term “Committee” wherever used herein shall be deemed to mean the Board.
The Committee has authority at any time to: (i) adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are non-residents of Canada or employed outside of Canada); (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of the Plan; (iv) designate separate Offerings under the Plan; (v) decide all disputes arising in connection with the Plan; and (vi) otherwise supervise the administration of the Plan. All interpretations and decisions of the


Committee shall be binding on all persons, including the Company and the Participants, unless otherwise determined by the Board. No member of the Board, the Committee or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

Article 4 - Eligible Employees

All individuals classified as employees on the payroll records of the Company and each Participating Subsidiary are eligible to participate in any one or more of the Purchase Periods under the Plan, provided that as of the first business day of the applicable Purchase Period they are customarily employed by the Company or a Participating Subsidiary for more than twenty (20) hours a week, or any lesser number of hours per week established by the Committee (if required under applicable local law) for purposes of any separate Offering. Notwithstanding any other provision herein, individuals who are not classified as employees of the Company or a Participating Subsidiary for purposes of the Company’s or applicable Participating Subsidiary’s payroll system are not considered to be eligible employees of the Company or any Participating Subsidiary and shall not be eligible to participate in the Plan. Eligible employees who are Participants on the first business day of any Purchase Period shall receive their options as of such day. Individuals who become Participants after any date on which options are granted under the Plan shall be granted options on the first day of the next succeeding Purchase Period on which options are granted to eligible employees under the Plan.
In any event, no employee may be granted an option under the Plan if such employee, immediately after the option was granted, would be treated as owning shares possessing five percent or more of the total combined voting power or value of all classes of shares of the Company or of any Parent or Subsidiary. For purposes of determining ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and shares of the Company or any Parent or Subsidiary which the employee may purchase under outstanding options shall be treated as shares owned by the employee.

Article 5 - Shares Subject to the Plan

The shares subject to the options under the Plan shall be made available from either authorized but unissued common shares in the capital of the Company (the “Common Shares”), or from Common Shares purchased on the open market or otherwise by the trustee of a trust upon the direction of the Committee, or by an agent or broker designated by an administrator of the Plan appointed by the Committee. The aggregate number of Common Shares that may be issued under the Plan is 14,000,000 (reflecting an increase of 6,000,000 Common Shares as of September 12, 2024), subject to adjustment as provided in Article 14. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased Common Shares subject thereto shall again be available under the Plan.
The maximum number of Common Shares of the Company issued to Insiders within any one year period, or issuable to Insiders at any time, under all security based compensation arrangements, shall not exceed ten percent of the number of the then issued and outstanding Common Shares of the Company.





Article 6 - Purchase Period

Purchase periods during which payroll deductions will be accumulated under the Plan shall consist of the three month periods commencing on January 1, April 1, July 1, October 1 and ending on March 31, June 30, September 30 and December 31, respectively, of each calendar year, provided that the Committee may establish different purchase periods, from time to time, in advance of their commencement having a duration of three months to twenty-four months (each, a “Purchase Period” and collectively, the “Purchase Periods”). Contributions under the Plan shall be made by way of payroll deductions in accordance with Article 10.

Article 7 - Grant of Share Options

On a quarterly basis, or as otherwise determined by the Committee, on the first business day of a Purchase Period, the Company will grant to each eligible employee who is then a Participant in the Plan an option exercisable on the last day of such Purchase Period (the “Purchase Date”), to purchase, at the Option Price hereinafter provided for, a maximum of 100,000 Common Shares in accordance with this Plan on the condition that such employee remains eligible to participate in the Plan throughout the remainder of such Purchase Period, or such other lesser maximum number of Common Shares as shall have been established by the Committee in advance of the Purchase Period; provided, however, that such option shall be subject to the limitations set forth below.
Each Participant’s option shall be exercisable only to the extent of such Participant’s accumulated payroll deductions on the Purchase Date. The option price will be 85 percent of the Average Market Price (as defined in Article 2) of the Common Shares on the Purchase Date, rounded up to the nearest cent (the “Option Price”). If a Participant’s accumulated payroll deductions on the last day of the Purchase Period would enable a Participant to purchase more than the share limit provided under this Article 7, the excess of the amount of the accumulated payroll deductions over the aggregate Option Price of the Common Shares permitted to be purchased under the Plan shall be promptly refunded to the Participant by the Company, without interest. The foregoing limitation on the number of Common Shares subject to option and the Option Price shall be subject to adjustments as provided in Article 14.
No Participant under the Plan may be granted an option that permits the Participant’s rights to purchase Common Shares under the Plan, and any other Section 423(b) employee stock purchase plans of the Company and its Parent and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such shares (determined on the option grant date or dates) for each calendar year in which the option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code. If the Participant’s accumulated payroll deductions on the Purchase Date would otherwise enable the Participant to purchase Common Shares in excess of the Section 423(b)(8) limitation described in this paragraph, the excess of the amount of the accumulated payroll deductions over the aggregate Option Price of the Common Shares actually purchased shall be promptly refunded to the Participant by the Company, without interest.

Article 8 - Exercise of Option

Each eligible employee who continues to be a Participant in the Plan on the Purchase Date shall be deemed to have exercised his or her option on such date and shall be deemed to have


purchased from the Company such number of whole Common Shares reserved for the purpose of the Plan as the Participant’s accumulated payroll deductions on such date will pay for at the Option Price, subject to the 100,000 Common Share limit of the option and the Section 423(b)(8) limitation described in Article 7. If the individual is not a Participant on the Purchase Date, then he or she shall not be entitled to exercise his or her option. Only whole Common Shares may be purchased under the Plan. Unused payroll deductions remaining in a Participant’s account at the end of a Purchase Period by reason of the inability to purchase a fractional share shall be carried forward to the next Purchase Period.

Article 9 - Plan Enrollment

An eligible employee may elect to enter the Plan, at the discretion of the Committee, (i) through an electronic enrollment that provides required enrollment information requested by the Company, or (ii) by filling out, signing and delivering to the Company an authorization in a form specified by the Committee, in either case:
A.stating the percentage to be deducted regularly from the employee’s Compensation (or contributed by other means to the extent permitted by the Committee);

B.authorizing the purchase of Common Shares for the employee in each Purchase Period in accordance with the terms of the Plan; and

C.specifying the exact name or names in which Common Shares purchased for the employee are to be issued as provided under Article 13 hereof.

Such enrollment or authorization must be received by the Company at least ten days before the first day of the next succeeding Purchase Period and shall take effect only if the employee is an eligible employee on the first business day of such Purchase Period, unless otherwise required by applicable law.
Unless a Participant completes a new election under Article 11 or withdraws from the Plan or no longer meets the eligibility requirements in Article 4, the deductions and purchases under the enrollment or authorization on file for the Participant under the Plan will continue automatically from one Purchase Period to succeeding Purchase Periods as long as the Plan remains in effect.
The Company will accumulate and hold for each Participant’s account the amounts deducted from his or her pay. No interest will be paid on these amounts.
Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code or other applicable law.

Article 10 - Maximum Amount of Payroll Deductions

Each eligible employee may authorize payroll deductions in an amount (expressed as a whole percentage) not less than one percent and not more than fifteen percent of such employee’s Compensation (as defined below) for each pay period. An amount equal to the elected percentage of the Participant’s base salary plus any commissions and bonus, paid on a gross basis before any deduction for tax or other amounts (“Compensation”) shall be deducted on each regular payday falling within the Purchase Period. All amounts will be calculated on the Participant’s gross Compensation, and deducted from a Participant’s net pay on an after-tax basis. The Company will


maintain book accounts showing the amount of payroll deductions made on behalf of each Participant for each Purchase Period.

Article 11 - Change in Payroll Deductions

A Participant may elect to increase or decrease his or her rate of payroll deduction by submitting an election (which may be in electronic form), at any time during a Purchase Period, in accordance with, and if and to the extent permitted by, procedures established by the Company from time to time, which may, if permitted by the Company, include a decrease to zero percent; provided, however, that unless determined otherwise by the Committee, a decrease to zero percent shall be a deemed withdrawal from the Plan. Any such election is subject to compliance with the Company’s Insider Trading Policy and applicable trading black-out periods.
A Participant that stops payroll deductions in any Purchase Period in accordance with the foregoing or that withdraws from the Plan may not elect to participate further in the Plan until the next Purchase Period except with the written consent of the Company.

Article 12 - Withdrawal from the Plan

A Participant may withdraw from participation in the Plan (in whole but not in part) at any time, except, with respect to withdrawal from a Purchase Period, on the last day of the Purchase Period, in accordance with the procedures prescribed by the Committee by delivering a notice of withdrawal (which may be in electronic form) to the Company or a person designated by the Company. The Participant’s withdrawal will be effective as of the next business day. Following a Participant’s withdrawal, the Company will promptly refund the amount of the Participant’s aggregate payroll deductions for that Purchase Period to him or her (after payment for any Common Shares purchased before the effective date of withdrawal), without interest. Partial withdrawals are not permitted. Any such withdrawal is subject to compliance with the Company’s Insider Trading Policy and applicable trading black-out periods.
An employee who has withdrawn from participation in the Plan may not begin participation again during the remainder of the Purchase Period, but may enroll in a subsequent Purchase Period in accordance with Article 9. The employee’s re-entry into the Plan becomes effective at the beginning of such Purchase Period, provided that he or she is an eligible employee on the first business day of the Purchase Period.

Article 13 - Issuance of Common Shares to Custodial Accounts

The Common Shares purchased by Participants will be issued or transferred electronically by the Company’s transfer agent to a Participant’s custodial account as soon as practicable after each Purchase Date. Common Shares purchased under the Plan will be issued only in the name of the Participant or his or her nominee (or, if his or her authorization so designates, in the name of the Participant and another person of legal age as joint tenants with rights of survivorship or a nominee). The custodial account of Participants shall be maintained by a bank, broker-dealer or similar custodian that has agreed to hold such shares for the accounts of the respective Participants. A Participant or his or her legal representative may withdraw Common Shares from the Participant’s custodial account at any time. Fees and expenses of the bank, broker-dealer or similar custodian shall be paid by the Company or allocated among the respective Participants in such manner as the Committee determines.



Article 14 - Adjustments

Upon the happening of any of the following described events, a Participant’s rights under options granted under the Plan shall be adjusted as hereinafter provided.
In the event that the Common Shares shall be subdivided or consolidated into a greater or smaller number of shares or if, upon a reorganization, split-up, liquidation, recapitalization or other similar transaction of the Company, the Common Shares shall be exchanged for other securities of the Company, each Participant shall be entitled, subject to the conditions herein stated, to purchase such number of Common Shares or amount of other securities of the Company as were exchangeable for the number of Common Shares that such Participant would have been entitled to purchase except for such action, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, consolidation or exchange.
Upon the happening of any of the foregoing events, the class and aggregate number of Common Shares set forth in Article 5 hereof which are subject to options which have been or may be granted under the Plan and the limitations set forth in Articles 7 and 8 shall also be appropriately adjusted to reflect the events specified in the above paragraph. Notwithstanding the foregoing, any adjustments made pursuant to the above paragraph shall be made only after the Committee, based on advice of counsel for the Company, determines whether such adjustments would constitute a “modification” (as that term is defined in Section 424 of the Code). If the Committee determines that such adjustments would constitute a modification, or that such change will constitute a change requiring shareholder approval, it may refrain from making such adjustments.
If the Company is to be consolidated with or acquired by another entity in a merger, amalgamation, arrangement, a sale of all or substantially all of the Company’s assets or otherwise (an “Acquisition”), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall, with respect to options then outstanding under the Plan, either (i) make appropriate provision for the continuation of such options by arranging for the substitution on an equitable basis for the shares then subject to such options either (a) the consideration payable with respect to the outstanding Common Shares in connection with the Acquisition, (b) shares of the successor corporation, or a parent or subsidiary of such corporation, or (c) such other securities as the Successor Board deems appropriate, the fair market value of which shall not exceed the fair market value of the Common Shares subject to such options immediately preceding the Acquisition; or (ii) terminate each Participant’s options in exchange for a cash payment equal to the excess of (a) the fair market value on the date of the Acquisition, of the number of Common Shares that the Participant’s accumulated payroll deductions as of the date of the Acquisition could purchase, at an option price determined with reference only to the first business day of the applicable Purchase Period and subject to Code Section 423(b)(8) and fractional-share limitations on the amount of shares a Participant would be entitled to purchase, over (b) the result of multiplying such number of shares by such option price.
The Committee or Successor Board shall determine the adjustments to be made under this Article 14, and its determination shall be conclusive.







Article 15 - No Transfer or Assignment of Employee’s Rights

An option granted under the Plan or a Participant’s rights under the Plan may not be pledged, assigned, encumbered or otherwise transferred for any reason, except by will or laws of descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant. Any attempt to pledge, assign, encumber or transfer an option or any rights hereunder will be deemed to be an election by the Participant to withdraw from the Plan in accordance with Article 12.

Article 16 - Designation of Beneficiary

A Participant may file a written designation of a beneficiary who is to receive any Common Shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which the option is exercised but prior to delivery to him or her of such Common Shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to the exercise of an option.
Such designation of beneficiary may be changed by the Participant (and his or her spouse, if any) at any time by written notice to the Company. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such Common Shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Common Shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

Article 17 - Termination of Employee’s Rights

Whenever a Participant ceases to be an eligible employee because of retirement, voluntary or involuntary termination, constructive dismissal, resignation, layoff, discharge, death or for any other reason, lawful or unlawful, before the Purchase Date for any Purchase Period, the option will automatically be terminated on the date that the Participant ceases to be an eligible employee of the Company or an Affiliate, without regard to any pay in lieu of notice (whether paid by way of lump sum or salary continuance), benefits continuation, or other termination or severance payments or benefits to which the eligible employee may be entitled, whether pursuant to the common law or otherwise, or on such later date, if applicable, as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, and the Participant shall have no claim for damages in lieu or in respect of the termination of such option, whether related or attributable to any contractual or common law termination entitlements or otherwise. In such event, the Company shall promptly refund the entire balance of the Participant’s payroll deduction account, without interest, to such Participant or, in the case of such Participant’s death, to his or her designated beneficiary, as if such Participant had withdrawn from the Plan in accordance with Article 12. Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a Participant is on sick leave or other bona fide leave of absence, for up to 90 days, or for so long as the Participant’s right to re-employment is guaranteed either by statute or by contract, if longer than 90 days.



This Plan does not, directly or indirectly, create any right for the benefit of any employee or class of employees to preferentially purchase any Common Shares under the Plan, or create in any employee or class of employees any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company’s right to terminate, or otherwise modify, an employee’s employment at any time.

Article 18 - Special Rules

Notwithstanding anything herein to the contrary, the Committee may adopt special rules applicable to the employees of a particular Participating Subsidiary, whenever the Committee determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Participating Subsidiary has employees; provided that such rules are consistent with the requirements of Section 423(b) of the Code. Any special rules established pursuant to this Article 18 shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other Participants in the Plan.

Article 19 - Interest

No interest will accrue on the accumulated payroll deductions or other contributions permitted by the Committee of a Participant, except as may be required by applicable local law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall apply to all Participants in the relevant Offering under the Plan, except to the extent otherwise permitted by applicable law.

Article 20 - Termination and Amendments to Plan

The Plan may be terminated at any time by the Board but such termination shall not affect options then outstanding under the Plan. It will terminate in any case when all or substantially all of the unissued Common Shares reserved for the purposes of the Plan have been purchased. If at any time Common Shares reserved for the purpose of the Plan remain available for purchase but not in sufficient number to satisfy all then unfilled purchase rights, the available Common Shares shall be allocated pro rata among Participants in proportion to the amount of payroll deductions accumulated on behalf of each Participant that would otherwise be used to purchase Common Shares, and the Plan shall terminate. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase Common Shares will be refunded, without interest.
The Committee or the Board may from time to time adopt amendments to the Plan provided that, without the approval of the shareholders of the Company, no amendment may (i) increase the number of Common Shares that may be issued under the Plan; (ii) provide for or increase the amount of any cash contribution that may be made by the Company to the purchase of Common Shares by any employee participating in the Plan; (iii) increase the maximum percentage of base salary during any pay period or the maximum dollar amount in any one calendar year that any eligible Participant may direct be contributed, pursuant to the Plan, towards the purchase of Common Shares on his or her behalf through payroll deductions; (iv) increase the Option Price discount as further described in Article 7; (v) increase the limits on the total number of Common Shares that may be acquired by any one individual under the Plan or any one Insider of the Company and the Insider’s associates; (vi) change the eligible Participants in a manner that would have the potential for broadening or increasing the Insider participation in the Plan; or (vii) increase the limit on the total number of


Common Shares that may be acquired by Insiders of the Company or acquired by Insiders within a one-year period.
In addition, any modification or amendment to the Plan will be subject to the prior approval of the TSX to the extent that the Common Shares are listed on the TSX at the time of such proposed termination, modification or amendment.

Article 21 - Limits on Sale of Shares Purchased under the Plan

The Plan is intended to provide Common Shares for investment and not for resale. The Company does not, however, intend to restrict or influence any employee in the conduct of his or her own affairs. An employee may, therefore, sell Common Shares purchased under the Plan at any time the employee chooses, subject to compliance with any applicable federal, state and provincial securities laws and regulations; subject to any restrictions imposed under Article 25 to ensure that tax withholding obligations are satisfied; subject to compliance with the terms of the Company’s Insider Trading Policy; and subject to compliance with any conditions imposed by the Committee or the Board under the Plan with respect to any subsequent purchases made by Participants under the Plan. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE COMMON SHARES.

Article 22 - Optionees Not Shareholders
Neither the granting of an option to a Participant nor the deductions from his or her pay shall constitute such Participant a shareholder of the shares covered by an option under the Plan until such shares have been purchased by and issued to him or her. Notwithstanding the foregoing, the Company shall deliver to each Participant under this Plan who does not otherwise receive such materials (a) a copy of the Company’s annual financial statements, together with management’s discussion and analysis of financial condition and results of operations for the fiscal year, and (b) a copy of all reports, proxy statements and other communications distributed to the Company’s security holders generally.

Article 23 - Application of Funds

All funds received or held by the Company under the Plan may be combined with other corporate funds, and may be used for general corporate purposes.

Article 24 - Notice to Company of Disqualifying Disposition

By electing to participate in the Plan, each United States of America resident agrees to notify the Company in writing immediately after the Participant transfers Common Shares acquired under the Plan, if such transfer occurs within two years after the first business day of the Purchase Period in which such Common Shares were acquired. Each Participant further agrees to provide any information about such a transfer as may be requested by the Company or any Subsidiary in order to assist it in complying with the tax laws.
Article 25 - Withholding of Additional Taxes

By electing to participate in the Plan, each Participant acknowledges that the Company and its Participating Subsidiaries are required to withhold taxes with respect to the amounts deducted from


the Participant’s Compensation and accumulated for the benefit of the Participant under the Plan, and each Participant agrees that the Company and its Participating Subsidiaries may deduct additional amounts from the Participant’s Compensation, when amounts are added to the Participant’s account, used to purchase Common Shares or refunded, in order to satisfy such withholding obligations. Each Participant further acknowledges that when Common Shares are purchased under the Plan the Company and its Participating Subsidiaries may be required to withhold taxes with respect to all or a portion of the difference between the fair market value of the Common Shares purchased and their purchase price and any other taxable benefit arising from participation in the Plan, and each Participant agrees that such taxes may be withheld from Compensation otherwise payable to such Participant. It is intended that tax withholding will be accomplished in such a manner that the full amount of payroll deductions elected by the Participant under Article 9 will be used to purchase the Common Shares. However, if amounts sufficient to satisfy applicable tax withholding obligations have not been withheld from Compensation otherwise payable to any Participant, then, notwithstanding any other provision of the Plan, the Company may withhold such taxes from the Participant’s accumulated payroll deductions and apply the net amount to the purchase of Common Shares, unless the Participant pays to the Company, prior to the Purchase Date, an amount sufficient to satisfy such withholding obligations. Each Participant further acknowledges that the Company and its Participating Subsidiaries may be required to withhold taxes in connection with the disposition of Common Shares acquired under the Plan and agrees that the Company or any Participating Subsidiary may take whatever action it considers appropriate to satisfy such withholding requirements, including deducting from Compensation otherwise payable to such Participant an amount sufficient to satisfy such withholding requirements or conditioning any disposition of Common Shares by the Participant upon the payment to the Company or such Participating Subsidiary of an amount sufficient to satisfy such withholding requirements. For purposes of this Article 25, “taxes” include all remuneration-related deductions, withholdings and contributions required by any governmental authority.

Article 26 - Governmental Regulations

The Company’s obligation to sell and deliver Common Shares under the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. Common Shares shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery of the shares of Common Shares pursuant thereto shall comply with all applicable laws and regulations and the requirements of any stock exchange upon which the shares may then be listed.

Article 27 - Governing Law

The validity and construction of the Plan shall be governed by the laws of Ontario, without giving effect to the principles of conflicts of law thereof.

Article 28 - Approval of the Board and Shareholders of the Company

This Plan shall be effective as of the date it is approved by the holders of a majority of the Common Shares of the Company present or represented by proxy at the annual meeting of the shareholders of the Company, held after the date on which the Plan is adopted by the Board, and in a manner that complies with Section 423(b)(2) of the Code and applicable Canadian law.


Notwithstanding the foregoing, the terms of this Plan shall not apply until Purchase Periods commencing on or after January 1, 2016, unless otherwise determined by the Committee.

Article 29 - Miscellaneous

All references to currency herein are to U.S. funds unless otherwise indicated.


Exhibit 5.1
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September 13, 2024

Open Text Corporation
275 Frank Tompa Drive
Waterloo, Ontario
N2L 0A1

RE: Registration Statement on Form S-8 filed by Open Text Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on September 13, 2024 relating to the 2004 Employee Stock Purchase Plan (“ESPP”) of the Company

Dear Sir or Madam:

Reference is made to the above-captioned Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company on the date hereof with the SEC under the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 6,000,000 additional common shares in the capital of the Company (the “ESPP Shares”) reserved for issuance and delivery under the ESPP. The ESPP was amended and restated on September 12, 2024.

We have acted as Canadian counsel to the Company in connection with the filing of the Registration Statement. We have examined, and are familiar with, and have relied as to factual matters solely upon, originals or copies certified or otherwise identified to our satisfaction of such documents, records, certificates and proceedings and have made such other investigations as we have deemed necessary or appropriate for the purpose of rendering this opinion, including:

(a)the currently effective articles and by-laws of the Company;
(b)the ESPP;
(c)certain resolutions of the board of directors of the Company; and
(d)a certificate of Michael F. Acedo, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company dated September 13, 2024.
For purposes of this opinion, we have assumed with respect to all documents examined by us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed, notarial, telecopied or photostatic copies and the legal capacity of all individuals who have executed any of such documents.



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Based upon, and subject to, the foregoing and to the qualifications set forth herein, we are of the opinion that the ESPP Shares have been duly authorized and, when issued and paid for in accordance with the terms of the ESPP, will be validly issued as fully paid and non-assessable.

The foregoing opinion is limited to the laws of Ontario and the federal laws of Canada applicable therein and it is given as of the date hereof. We have no responsibility or obligation and disclaim any undertaking to (i) update this opinion letter; (ii) take into account or inform any person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express; or (iii) advise any person of any other change in any matter addressed in this opinion letter. Our opinion expressed herein does not take into account any proposed rules, policies or legislative changes that may come into force following the date hereof.

We hereby consent to the use of our name in the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.


Yours truly,


/s/ Blake, Cassels & Graydon LLP
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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm


The Board of Directors of Open Text Corporation:

We consent to the use of:
•our report dated July 31, 2024 on the consolidated financial statements of Open Text Corporation (the “Company”) which comprise the consolidated balance sheets as at June 30, 2024 and June 30, 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the years in the three-year period ended June 30, 2024, and the related notes, and
•our report dated July 31, 2024 on the effectiveness of the Company’s internal control over financial reporting as of June 30, 2024

each of which is included in the Annual Report on Form 10-K of the Company for the fiscal year ended June 30, 2024.

/s/ KPMG LLP

September 13, 2024

Toronto, Canada

v3.24.2.u1
Submission
Sep. 13, 2024
Submission [Line Items]  
Central Index Key 0001002638
Registrant Name Open Text Corporation
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.24.2.u1
Offerings - Offering: 1
Sep. 13, 2024
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Shares to be Issued
Amount Registered | shares 6,000,000
Proposed Maximum Offering Price per Unit 31.61
Maximum Aggregate Offering Price $ 189,660,000
Fee Rate 0.01476%
Amount of Registration Fee $ 27,993.82
Offering Note Consists of common shares (the “Common Shares”) of Open Text Corporation (the “Company”) to be issued under the 2004 Employee Stock Purchase Plan (the “ESPP”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Common Shares that become issuable under the applicable plan by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt of consideration that increases the number of the Company’s outstanding Common Shares.
(2)The Proposed Maximum Offering Price Per Unit of Common Share has been calculated solely for the purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act. The Proposed Maximum Offering Price Per Unit of Common Share is based on US$31.61 per share, the average of the high and low prices of the Common Shares, as reported on the NASDAQ Global Select Market on September 6, 2024.
v3.24.2.u1
Fees Summary
Sep. 13, 2024
USD ($)
Fees Summary [Line Items]  
Total Offering $ 189,660,000
Total Fee Amount 27,993.82
Total Offset Amount 0
Net Fee $ 27,993.82
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