UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 5)
RULE
13e-3 TRANSACTION STATEMENT
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
COREL
CORPORATION
(Name
of the Issuer)
COREL
CORPORATION
(Name of
Person(s) Filing Statement)
COMMON
SHARES, 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
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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Barry
J. Reiter
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Joel
I. Greenberg
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Gregory
C. Smith
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Bennett
Jones LLP
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Kaye
Scholer LLP
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Woodside
Counsel, P.C.
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3400
One First Canadian Place
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425
Park Avenue
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203
Redwood Shores Parkway
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Toronto
Ontario
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New
York, NY 10022-3598
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Redwood
Shores, CA 94065
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M5X
1A4 Canada
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(212)
836-8201
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(650)
632-1690
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(416)
777-6500
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This
statement is filed in connection with (check the appropriate box):
a.
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x
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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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b.
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o
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The
filing of a registration statement under the Securities Act of
1933.
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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 this is a final amendment reporting the results of the
transaction.
o
CALCULATION
OF FILING FEE
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Transaction
valuation
(1)
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Amount
of filing fee
(2)
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$4,241,728.00
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$236.69
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(1)
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Calculated solely for purposes
of determining the filing fee.
The transaction value is calculated
by multiplying (i) the sum of (A) 767,807, which is the difference between
26,043,888, the number of Shares outstanding as of December 4, 2009, and
25,276,081, the number of Shares beneficially owned by Corel Holdings,
L.P. and (B) 292,625, which is the number of Shares issuable upon the
exercise of outstanding options that are vested and exercisable as of
December 4, 2009 with an exercise price less than $4.00 (“in-the-money”
options) by (ii) $4.00, which is the per Share consideration to be
provided to holders other than Corel Holdings, L.P. upon consummation of
the transaction.
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(2)
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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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x
Check the
box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the
Exchange Act 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:
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$1,666.31
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Form
or Registration No.:
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SC
TO-T
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Filing
Party:
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Corel
Holdings, L.P.
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Date
Filed:
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October
28, 2009
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Amount
Previously Paid:
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$271.33
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Form
or Registration No.:
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SC
TO-T/A
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Filing
Party:
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Corel
Holdings, L.P.
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Date
Filed:
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November
12, 2009
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INTRODUCTION
This
Amendment No. 5 (this “
Amendment
”) amends and
supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3
(together with the exhibits 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 the Company’s common shares, 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 (together with the
exhibits and annexes thereto and as amended and supplemented from time to time,
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). Pursuant to the tender offer,
the Offeror acquired 7,618,467 Shares of the Company.
This
Amendment relates to the consolidation (the “
Consolidation
”) contemplated
by the attached Definitive Proxy Statement on Schedule 14A filed on December 29,
2009 (the “
Definitive Proxy
Statement
”). The Consolidation is the second and final step in the
Offeror’s acquisition of the Company.
As of the effective time of the
Consolidation, Shares will be consolidated on the basis of every 871,589 Shares
into one (1) new Share (“
New Common
Share
”). Fractional New Common
Shares will not be issued.
Shareholders of the Company (“
Shareholders
”) who do not hold
sufficient Shares to qualify for the issuance of New Common Shares pursuant to
the Consolidation will receive cash consideration equal to the consideration
paid under the tender offer, or U.S. $4.00, in respect of each pre-Consolidation
Share held in lieu of any fractional shares otherwise issuable as a result of
the Consolidation. The Purchaser is the only Shareholder that holds a
sufficient number of shares to receive New Common Shares pursuant to the
Consolidation.
Concurrently
with the filing of this Amendment, the Company is filing with the SEC the
Definitive Proxy Statement relating to the special meeting of Shareholders at
which the Shareholders will be asked to consider and vote upon the proposal to
approve the special resolution authorizing the Consolidation.
The
information contained in the Definitive Proxy Statement, including all
appendices thereto, is incorporated in its entirety herein by reference, and the
responses to each Item in this Amendment are qualified in their entirety by the
information contained in the Definitive Proxy Statement and the appendices
thereto.
This
Schedule 13E-3 is hereby amended by replacing each reference to “Proxy
Statement” as set forth herein with the term “Definitive Proxy
Statement”.
Item
16: Exhibits.
The information included in and
incorporated by reference into Item 16 of the Schedule 13E-3 is amended and
supplemented with the following:
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(a)(1)(ii)
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The
Definitive Proxy Statement of Corel Corporation, as filed with the SEC on
Schedule 14A by Corel Corporation on December 29, 2009, incorporated
herein by reference.
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SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information as set forth in this statement is true, complete and
correct.
Dated:
December 29, 2009
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Corel
Corporation
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By: /s/ Kris
Hagerman
Kris
Hagerman
Chief
Executive Officer
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