Corel Corp - Current report filing (8-K)
March 28 2008 - 4:25PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2008
COREL CORPORATION
(Exact name of Registrant as specified in its Charter)
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CANADA
(State or other Jurisdiction)
of Incorporation)
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000-20562
(Commission
File Number)
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98-0407194
(IRS Employer
Identification No.)
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1600 Carling Avenue
Ottawa, Ontario
Canada
K1Z 8R7
(613) 728-0826
(Address of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01
Other Events
Item 9.01
Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Ex
. 99.1 Press Release dated March 28, 2008
Item 8.01
Other Events.
On March 28, 2008, Corel Corporation (Corel) issued a press release announcing that it had
received an unsolicited proposal from Corel Holdings, L.P. (which is
controlled by an affiliate of Vector Capital Corporation)
(CHLP), the holder of 69% of
Corels outstanding common shares, proposing to make an offer to acquire all of Corels outstanding
common shares not currently held by CHLP at a price of US$11.00 cash
per share. CHLP
indicated that any such offer would be conditional upon, among other things, satisfactory
confirmatory due diligence and Corels existing credit facility remaining in place following the
consummation of any transaction. Corel also announced that its Board of Directors formed a
Special Committee of independent members of the Board consisting of Ian Giffen, Steven Cohen and
Daniel Ciporin to assist it in evaluating and responding to the CHLP proposal and other related
strategic considerations. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are filed with this Form 8-K:
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Exhibit
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Description
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99.1
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Press Release dated March 28, 2008.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: March 28, 2008
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COREL CORPORATION
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By:
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/s/ CHRISTOPHER DIFRANCESCO
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Name:
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Christopher DiFrancesco
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Title:
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Senior Vice President, Legal, General
Counsel and Secretary
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3
EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Press release dated March 28, 2008.
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