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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
TO
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Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
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COREL
CORPORATION
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(Name
of Subject Company)
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COREL
HOLDINGS, L.P.
(Offeror)
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(Names
of Filing Persons (identifying status as offeror, issuer and other
person))
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COMMON
SHARES, NO PAR VALUE
(Title
of Class of Securities)
21868Q109
(Cusip
Number of Class of Securities)
Corel
Holdings, L.P.
Vector
Capital Partners II International, Ltd.
Alexander
R. Slusky
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)
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Martin
A. Wellington
Davis
Polk & Wardwell LLP
1600
El Camino Real
Menlo
Park, CA 94025
Telephone: (650)
752-2000
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Craig
Wright
Emmanuel
Z. Pressman
Osler,
Hoskin & Harcourt LLP
Box
50, 1 First Canadian Place
Toronto,
Ontario, Canada MX5 1B8
Telephone: (416)
362-2111
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CALCULATION
OF FILING FEE
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29,862,238.98
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1,666.31
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* Estimated
for purposes of calculating the filing fee only. Calculated by adding
(i) the product of (A) 8,222,724, 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 17,682,698, the number of Shares
beneficially owned by Corel Holdings, L.P. and (B) $3.50, which is the per Share
tender offer price, (ii) the product of (A) 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 $3.50
(“in-the-money” options), and (B) $2.33, which is the difference between the
$3.50 per Share tender offer price and $1.17, the weighted average exercise
price of such options, and (iii) the product of (A) 10,688, which is the number
of restricted stock units (“RSUs”) that are vested and exercisable as of
September 30, 2009, and (B) $3.50, 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.
o
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.
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Amount
Previously Paid:
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Filing
Party:
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Form
or Registration No.:
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Date
Filed:
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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
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CUSIP
No.
21868Q109
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1.
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Names
of Reporting Persons.
Corel
Holdings, L.P. (“Corel Holdings”)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
00
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Cayman
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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Sole
Voting Power
17,682,698
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.
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8.
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Shared
Voting Power
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9.
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Sole
Dispositive Power
17,682,698
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.
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
17,682,698
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
68.3%
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14.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP
No.
21868Q109
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1.
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Names
of Reporting Persons.
Vector
Capital Partners II International, Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
00
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Cayman
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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Sole
Voting Power
17,682,698
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.
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8.
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Shared
Voting Power
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9.
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Sole
Dispositive Power
17,682,698
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.
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
17,682,698
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
68.3%
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14.
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Type
of Reporting Person (See Instructions)
00
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CUSIP
No.
21868Q109
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1.
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Names
of Reporting Persons.
Alexander
R. Slusky
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
00
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
U.S.
Citizen
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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Sole
Voting Power
17,682,698
shares, of which 25,084 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.
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8.
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Shared
Voting Power
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9.
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Sole
Dispositive Power
17,682,698
shares, of which 25,084 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.
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
17,682,698
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
68.3%
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14.
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Type
of Reporting Person (See Instructions)
IN
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Items
1 through 9, and Item 11.
This
Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of
Schedule TO (the “
Schedule
TO
”) relates to the offer by Corel Holdings, L.P., a Cayman Islands
limited partnership (the “
Purchaser
”), to purchase all
outstanding shares of common shares, no par value (the “
Shares
”) of Corel Corporation,
a Canadian corporation (the “
Company
”), not owned by the
Purchaser and its affiliates at $3.50 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated October 28, 2009 (the “
Offer to Purchase
”), and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any
amendments or supplements thereto, collectively constitute the “
Offer
”).
The
information set forth in the Offer to Purchase, including all schedules thereto,
is hereby expressly incorporated herein by reference in response to all of 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, except as otherwise set forth below.
Item
10. Financial Statements.
Not
applicable.
Item
12. Exhibits.
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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)(5)(i)
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Press
Release issued by Corel Holdings, L.P., dated October 28,
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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Item
13. Information Required by Schedule 13E-3.
Item
13.
Financial
Statements
.
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(a)
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Financial
Information Required by Item 1010(a) of Regulation
M-A:
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(1)
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The
audited consolidated financial statements of the Company as of and for the
fiscal years ended November 30, 2008 and November 30, 2007 are
incorporated herein by reference to Item 8 to the Company’s Annual Report
on Form 10-K for the fiscal year ended November 30, 2008 filed on February
9, 2009.
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(2)
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The
unaudited consolidated financial statements of the Company for the nine
months ended August 31, 2009 are incorporated herein by reference to Item
1 of Part I of the Company’s Quarterly Report on Form 10-Q for the quarter
ended August 31, 2009 filed on October 5,
2009.
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(3)
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Incorporated
herein by reference to the financial information set forth in the Offer to
Purchase under “The Offer—Section 9—Certain Information Concerning the
Company.”
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(4)
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Incorporated
herein by reference to the financial information set forth in the Offer to
Purchase under “The Offer—Section 9—Certain Information Concerning the
Company.”
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(b)
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Financial
Information Required by Item 1010(b) of Regulation
M-A:
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Pro forma
financial information for the Company is not material to the Offer.
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(c)
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Financial
Information Required by Item 1010(c) of Regulation
M-A:
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Incorporated
herein by reference to the financial information set forth in the Offer to
Purchase under “The Offer—Section 9—Certain Information Concerning the
Company.”
Information
Required by Schedule 13D
This
Schedule TO also constitutes Amendment No. 2 to Statement on Schedule 13D of
Corel Holdings, L.P., Vector Capital Partners II International, Ltd. and
Alexander R. Slusky filed with the Securities Exchange Commission on April 1,
2008, as amended (the
“Schedule
13D
”).
Item 3 of
the Schedule 13D is hereby amended and supplemented by deleting the last
paragraph and adding the information set forth in the Section of the Offer to
Purchase entitled “The Offer—Section 11—Source and Amount of
Funds.” Item 4 of the Schedule 13D is hereby amended and restated in
its entirety by incorporating by reference the information set forth in the
Section of the Offer to Purchase entitled “Special Factors—Section 2—Purpose of
and Reasons for the Offer; Plans for the Company After the Offer.”
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: October
28, 2009
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Corel
Holdings, L.P.
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By
Vector Capital Partners II International, Ltd.
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/s/
Alexander R. Slusky
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Its
General Partner
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Alexander
R. Slusky
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Director
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Vector
Capital Partners II International, Ltd.
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/s/
Alexander R. Slusky
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Alexander
R. Slusky
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Director
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Alexander
R. Slusky
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/s/
Alexander R. Slusky
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EXHIBIT
INDEX
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Exhibit
No.
|
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)
|
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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|
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(a)(5)(i)
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Press
Release issued by Corel Holdings, L.P., dated October 28,
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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