UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 9)
RULE
13e-3 TRANSACTION STATEMENT
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
COREL
CORPORATION
(Name
of the Issuer)
COREL
HOLDINGS, L.P.
VECTOR
CAPITAL PARTNERS II INTERNATIONAL, LTD.
AMISH
MEHTA
ALEXANDER
R. SLUSKY
(Name of
Person(s) Filing Statement)
COMMON
SHARES, NO PAR VALUE
(Title of
Class of Securities)
21869X103
(CUSIP
Number of Class of Securities)
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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
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(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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Martin
A. Wellington
Davis
Polk & Wardwell LLP
1600
El Camino Real
Menlo
Park, CA 94025
Telephone: (650)
752-2000
Fax: (650)
752-3618
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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
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This
statement is filed in connection with (check the appropriate box):
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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
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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.
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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. 9 (this “
Amendment
”) to the Transaction
Statement on Schedule 13E-3 is being filed with the Securities and Exchange
Commission (the “
SEC
”)
pursuant to Section 13(e) of the Securities Exchange Act of 1934 (the “
Exchange Act
”), and Rule 13e-3
thereunder, by Corel Holdings, L.P., Vector Capital Partners II International,
Ltd., Amish Mehta and Alexander Slusky (collectively, the “
Filing Persons
”).
This
Amendment amends and supplements the Rule 13E-3 Transaction Statement filed
under cover of Schedule TO on October 28, 2009 (as amended and/or supplemented,
the “
Transaction
Statement
”) by Corel Holdings, L.P., a Cayman Islands limited partnership
(the “
Purchaser
”). The
Transaction Statement 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
(together with the exhibits and annexes thereto and as amended and supplemented
from time to time, the “
Offer
to Purchase
”), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the “
Offer
”). Pursuant to the
Offer, the Purchaser 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 Purchaser’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
”).
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 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 the shareholders
of the Company, at which shareholders of the Company 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”.
All
information contained in this Amendment concerning any Filing Person has been
provided by such Filing Person and no Filing Person takes responsibility for the
accuracy of any information not supplied by such Filing Person.
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)(i)(ix)
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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
Holdings, L.P.
By
Vector Capital Partners II International, Ltd.
Its
General Partner
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/s/ Alexander R.
Slusky
Alexander
R. Slusky
Director
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Vector
Capital Partners II International, Ltd.
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/s/ Alexander R.
Slusky
Alexander
R. Slusky
Director
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Alexander
R. Slusky
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/s/ Alexander R.
Slusky
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Amish
Mehta
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/s/ Amish
Mehta
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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(a)(1)(i)
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Offer
to Purchase, dated October 28, 2009.*
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(a)
(1)(ii)
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Letter
of Transmittal.*
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(a)
(1)(iii)
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Notice
of Guaranteed Delivery.*
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(a)
(1)(iv)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
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(a)(1)(v)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
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(a)(1)(vi)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
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(a)(1)(vii)
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Amended
and Restated Offer to Purchase, dated November 16,
2009.*
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(a)(1)(viii)
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The
Preliminary Proxy Statement of Corel Corporation, as filed with the SEC on
Schedule 14A by Corel Corporation on December 18, 2009, incorporated
herein by reference.*
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(a)(1)(ix)
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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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(a)(5)(i)
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Press
release dated October 28, 2009.*
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(a)(5)(ii)
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Investor
Presentation.*
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(a)(5)(iii)
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Press
release dated November 12, 2009.*
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(a)(5)(iv)
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Joint
press release dated November 17, 2009.*
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(a)(5)(v)
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Press
release dated November 26, 2009.*
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(a)(5)(vi)
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Press
release dated December 3, 2009.*
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(f)
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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.*
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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_________________
* Previously
filed