false0001002638 0001002638 2020-04-01 2020-04-01



 
 
UNITED STATES
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): April 1, 2020
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________

 
 
 
Canada
0-27544
98-0154400
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(Address of principal executive offices)
(519) 888-7111
(Registrant's telephone number, including area code)
______________________

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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading Symbol(s)
Name of each exchange on which registered
Common stock without par value
OTEX
NASDAQ Global Select Market
  
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Open Text Corporation (the “Company”) appointed Howard Rosen, 56, as its Senior Vice President and Chief Accounting Officer, effective as of April 1, 2020. Mr. Rosen, prior to joining the Company, was Vice President, Corporate Controller & Principal Accounting Officer of Wesco Aircraft Inc., a leading distributor and provider of comprehensive supply chain management services to the global aerospace industry, from 2018 to 2020. Previously, Mr. Rosen has over 30 years of U.S., Canadian and international accounting experience, including holding chief accounting officer positions with RioCan REIT, Husky Injection Molding Systems Inc., and MDS Inc., after starting his career as an auditor with Ernst & Young. Mr. Rosen will report to Madhu Ranganathan, the Company’s EVP, Chief Financial Officer, who has been serving as interim principal accounting officer since November 15, 2019.
Mr. Rosen has entered into an employment letter with the Company providing for at-will employment with a starting annual base salary of $420,000 CAD and eligibility to participate in the Company’s compensation and benefit programs in accordance with their terms.

 Item  9.01    Financial Statements and Exhibits
(d)
Exhibits
 
Exhibit
No.
 
 
Description
 
 
 
 
101.INS
  
XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
  
Inline XBRL taxonomy extension schema.
101.CAL
  
Inline XBRL taxonomy extension calculation linkbase.
101.DEF
  
Inline XBRL taxonomy extension definition linkbase.
101.LAB
  
Inline XBRL taxonomy extension label linkbase.
101.PRE
  
Inline XBRL taxonomy extension presentation.
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)





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
 
 
 
 
 
April 1, 2020
 
By:
/s/ Gordon A. Davies
 
 
 
 
Gordon A. Davies
EVP, CLO, and Corporate Development

 





Exhibit Index
 
Exhibit
No.
 
 
Description
 
 
 
 
101.INS
  
XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
  
Inline XBRL taxonomy extension schema.
101.CAL
  
Inline XBRL taxonomy extension calculation linkbase.
101.DEF
  
Inline XBRL taxonomy extension definition linkbase.
101.LAB
  
Inline XBRL taxonomy extension label linkbase.
101.PRE
  
Inline XBRL taxonomy extension presentation.
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)