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<SEC-DOCUMENT>0000927016-03-000883.txt : 20030226
<SEC-HEADER>0000927016-03-000883.hdr.sgml : 20030226
<ACCEPTANCE-DATETIME>20030225192814
ACCESSION NUMBER:		0000927016-03-000883
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030225
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030226

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OPEN TEXT CORP
		CENTRAL INDEX KEY:			0001002638
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
		IRS NUMBER:				980154400
		STATE OF INCORPORATION:			K6
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-27544
		FILM NUMBER:		03579863

	BUSINESS ADDRESS:	
		STREET 1:		185 COLUMBIA ST W
		STREET 2:		WATERLOO
		CITY:			ONTARIO CANADA
		STATE:			A6
		ZIP:			N2L 5Z5

	MAIL ADDRESS:	
		STREET 1:		185 COLUMBIA ST W
		STREET 2:		WATERLOO
		CITY:			ONTARIO CANADA
		ZIP:			M2L 5Z5
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): February 25, 2003

                              Open Text Corporation
     ---------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Ontario                      0-27544                  98-0154400
- ----------------------------   ------------------------    ------------------
(State or Other Jurisdiction   (Commission File Number)      (IRS Employer
     of Incorporation)                                     Identification No.)

           185 Columbia Street West, Waterloo, Ontario, Canada N2L5Z5
      ---------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (519) 888-7111
      ---------------------------------------------------------------------
               Registrant's telephone number, including area code

<PAGE>

Item 2: Acquisition or Disposition of Assets.

     On February 25, 2003, Open Text Inc. ("OTI"), a wholly-owned subsidiary of
Open Text Corporation ("Open Text"), acquired all of the issued and outstanding
shares of Corechange, Inc. ("Corechange") through the merger (the "Merger") of
OT Acquisition I Corp., a wholly-owned subsidiary of OTI ("Acquisition Sub"),
with and into Corechange, with Corechange as the surviving corporation. The
Merger was accomplished pursuant to the Agreement and Plan of Merger, dated as
of February 24, 2003, among OTI, Acquisition Sub, and Corechange (the "Merger
Agreement") and a related Certificate of Merger. As a result of the Merger,
Corechange became a wholly-owned subsidiary of OTI.

     OTI paid initial cash consideration in the Merger of $3.6 million. An
additional $650,000 in cash consideration will be retained initially by OTI (the
"Holdback Amount"). OTI may pay additional cash consideration in an amount which
is contingent on certain of Corechange's revenue over the next year (the
"Earnout Amount"). The Holdback Amount and the Earnout Amount may be used to
indemnify OTI against losses, if any, for breaches of the representations,
warranties and covenants of Corechange and will secure certain other
indemnification obligations of Corechange. The Holdback Amount and the Earnout
Amount both may be reduced based on the net assets of Corechange at the closing
of the Merger. At the earliest, the Holdback Amount and the Earnout Amount will
be paid on the date that is one year and 45 days after the closing of the
Merger.

     Holders of Series C Preferred Stock of Corechange will receive all of the
consideration in the Merger. The source of funds for the Merger was Open Text's
cash on hand.

     Open Text's press release announcing the completion of the acquisition is
attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
- ---------------------------------------------------------------------------

The following financial statements, pro forma financial information and exhibits
are filed as part of this Current Report on Form 8-K, where indicated:

     (a)  Financial Statements of Businesses Acquired. None.
          The required financial statements will be filed not later than 75 days
          from the date hereof.

     (b)  Pro Forma Financial Information. None
          The required financial statements will be filed not later than 75 days
          from the date hereof.

     (c)  Exhibits.

Exhibit No.                     Description
- -----------                     -----------
   99.1           Press Release issued by Open Text on February 26, 2003.

<PAGE>

                                   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 hereunto duly authorized.

                                            OPEN TEXT CORPORATION



February 26, 2003                           By:  /s/ P. Thomas Jenkins
                                                 -------------------------------
                                                 P. Thomas Jenkins
                                                 Chief Executive Officer

<PAGE>

                                  Exhibit Index

Exhibit No.                        Description
- -----------                        -----------
   99.1           Press Release issued by Open Text on February 26, 2003.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                  EXHIBIT 99.1

                          Open Text Acquires Corechange

Waterloo, ON--February 26, 2003--Open Text(TM)Corporation (Nasdaq: OTEX, TSX:
OTC) and Corechange, Inc. today announced the closing of the acquisition of all
of the issued and outstanding shares of Corechange by a wholly owned subsidiary
of Open Text.

Corechange's portal software provides a comprehensive window into a company's
enterprise content, applications, services, and productivity tools. Coreport,
the main product from Corechange, provides an enterprise access framework,
deploying secure, scalable intranet and extranet portals. Benefits of
integration with Open Text's Livelink(R), the leading collaboration and
knowledge management system, include:

     o    Enhancement of Livelink connectors UNITE and Doorways.

     o    Application integration at the point of access. With Corechange's
          portal framework, Livelink will offer a horizontal solution unifying
          existing applications in CRM, ERP and SCM.

     o    Direct interaction with any kind of application running on any
          platform both web and legacy -- with no change to the native
          application and no loss of functionality.

"The Coreport portal framework includes a unique set of built-in features that
make it easy to collaborate effectively with colleagues, customers and
partners," said Tom Jenkins, Chief Executive Officer of Open Text. " By
combining this portal framework with the Livelink product family, we create
integration at the point of access extending the functionality of leading
business applications."

"Joining Open Text, an established global software leader, helps us better meet
the support and service needs of our Fortune 1000 customers," said Charles F.
Kane, Chief Executive Officer of Corechange. "Corechange customers will benefit
from the integration of Open Text's collaboration, knowledge management and
content management technologies into Coreport."

This cash transaction will not result in an immediate or material financial
change in guidance for Open Text's fiscal 2003 year. For further information,
please consult Open Text's Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on February 26, 2003.

                           Forward-Looking Statements

This press release may contain "forward-looking statements" relating to the
proposed acquisition of Corechange, Inc. and the future performance of Open Text
Corporation (the "Company"). Forward-looking statements are neither promises nor
guarantees, but are subject to risks, uncertainties and other factors that may
cause the actual results, performance or achievements of Corechange or the
Company, or developments in Corechange's or the Company's business or its
industry, to differ materially from the anticipated results, performance,
achievements or developments expressed or implied by such forward-looking
statements. These risks and uncertainties include, but

<PAGE>

are not limited to, the risk that: (1) Corechange's business is not successfully
integrated into the Company's business; (2) the Company does not fully realize
the expected cost savings from the acquisition or does not realize the cost
savings within the expected time frame; (3) the revenue of the combined company
is lower than expected; (4) there is increased competition or technological
changes in the markets that Corechange and the Company serve; (6) legislative or
regulatory changes adversely affect the businesses in which the companies are
engaged; and (7) negative changes occur in general economic conditions or in the
securities or capital markets.

More detailed discussion of these and other important risk factors can be found
in the sections entitled "Business", "Quantitative and Qualitative Disclosure
About Market Risk" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in documents filed by the Company with the
U.S. Securities and Exchange Commission (the "SEC"), the Ontario Securities
Commission and other securities regulatory authorities across Canada, including
the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2002. Forward-looking statements in this press release are based on management's
beliefs and opinions at the time the statements are made, and there should be no
expectation that these forward-looking statements will be updated or
supplemented as a result of changing circumstances or otherwise, and the Company
and Corechange disavow and disclaim any obligation to do so.

                   Additional Information and Where to Find It

The Company files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission, the Ontario
Securities Commission and other securities regulatory authorities across Canada.
You may read and copy any reports, statements or other information filed by the
Company with the SEC at the SEC public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. The Company's filings with the SEC are
also available to the public from commercial document-retrieval services and at
the website maintained by the SEC at http://www.sec.gov.

About Corechange, Inc.:
Corechange, Inc. delivers infrastructure software to develop, deploy and manage
enterprise portals on a global scale. The company's Coreport product provides a
"no-compromise" approach to integrating existing documents, content,
applications, components, and services to deliver a best-of-breed portal
solution. Coreport, the secure, scalable enterprise portal framework, provides a
rich, highly personalized, role-based user experience. Corechange has a
worldwide customer base, including American Electric Power (AEP), Credit Suisse
First Boston, UnumProvident Corporation, EMC, Philips, Hitachi, Krispy Kreme,
Korea Telecom, Royal & SunAlliance, and the U.S. Army. Corechange is
headquartered in Boston, with offices throughout North America, Europe and Asia.

About Livelink:
Livelink is the leader in collaboration and knowledge management for the global
enterprise. Its richly featured enterprise services include virtual team
collaboration, business process automation, enterprise group scheduling and
information retrieval services, all tightly integrated into a solution that is
easily customized and extended. Livelink is essential to the effective
management and development of communities of interest that span organizations
and industries. For everything from the creation of complex e-community
relationships to the automation of simple e-business processes, Livelink
delivers true dynamic collaboration between individuals, organizations and large
trading communities. Livelink servers are fully Web-based and open-architected
to ensure rapid deployment and easy access to its full functionality through a
standard Web browser. For more information, visit www.opentext.com/livelink.

About Open Text:
Since 1991, Open Text Corporation has delivered innovative software that brings
people together to share knowledge, achieve excellence, deliver innovation, and
enhance processes. Its legacy of innovation began with the successful deployment
of the world's first search engine technology for the Internet. Today, as the
leading global supplier of collaboration and knowledge management software for
the enterprise, Open Text supports six million seats across 4,500 corporations
in 31 countries and 12 languages throughout the world. As a publicly traded
company, Open Text manages and maximizes its resources and relationships to
ensure the success of great minds working together. For more information, visit
www.opentext.com.

<PAGE>

Trademark Information:
Copyright (C) 2003 by Open Text Corporation. LIVELINK, LIVELINK MEETINGZONE, and
OPEN TEXT are trademarks or registered trademarks of Open Text Corporation in
the United States of America, Canada, the European Union and/or other countries.
This list of trademarks is not exhaustive. Other trademarks, registered
trademarks, product names, company names, brands and service names mentioned
herein are property of Open Text Corporation or other respective owners.
Corechange and Coreport are trademarks or registered trademarks of Corechange,
Inc. All other trademarks are the property of their respective owners.

For more information, please contact:

Greg Secord
Director, Investor Relations
Open Text Corporation
1-847-267-9330 ext.4408
gsecord@opentext.com

Richard Maganini
Director, Public Relations
Open Text Corporation
1-847-267-9330 ext.4266
rmaganin@opentext.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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