Attached files

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EX-32.1 - EXHIBIT 32.1 MB - OPEN TEXT CORPexhibit321.htm
EX-32.2 - EXHIBIT 32.2 PMF - OPEN TEXT CORPexhibit322.htm
EX-31.2 - EXHIBIT 31.2 PMF - OPEN TEXT CORPexhibit312.htm
EX-23.1 - EXHIBIT CONSENT KPMG - OPEN TEXT CORPexhibit231consentofindepen.htm
EX-31.1 - EXHIBIT 31.1. CERTIFICATON MB - OPEN TEXT CORPexhibit311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________________
FORM 10-K/A
(Amendment No. 1)
______________________________________
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2012.
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 0-27544
______________________________________
OPEN TEXT CORPORATION
(Exact name of Registrant as specified in its charter)  
Canada
98-0154400
(State or other jurisdiction
of incorporation or organization)
(IRS Employer
Identification No.)
 
 
275 Frank Tompa Drive,
Waterloo, Ontario, Canada
N2L 0A1
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code: (519) 888-7111
Securities registered pursuant to Section 12(b) of the Act:  
Title of each class
 
Name of each exchange on which registered
 
Common stock without par value
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
______________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes  ¨   No  ý
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ý        Accelerated filer  ¨        Non-accelerated filer  ¨ (Do not check if smaller reporting company)        Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Aggregate market value of the Registrant's Common Shares held by non-affiliates, based on the closing price of the Common Shares as reported by the NASDAQ Global Select Market (“NASDAQ”) on December 31, 2011, the end of the registrant's most recently completed second fiscal quarter, was approximately $2.4 billion. The number of the Registrant's Common Shares outstanding as of August 3, 2012 was 58,405,575.
DOCUMENTS INCORPORATED BY REFERENCE
None.

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EXPLANATORY NOTE
This Form 10-K/A amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (“Original Form 10-K”) filed with the Securities and Exchange Commission ("SEC") on August 10, 2012, in response to communications received from the SEC.
The amendments in this Form 10-K/A are solely for the purpose of making the following corrections in the exhibits to the Original Form 10-K: (a) referencing the correct periodic report in Exhibits 31.1, 31.2, 32.1 and 32.2 and (b) including Exhibit 23.1 which was inadvertently omitted from our Original Form 10-K but previously included with our Form 8-K filed on September 5, 2012. No other changes have been made to the Original Form 10-K.
This Form 10-K/A reflects information as of the original filing date of our Original Form 10-K, does not reflect events occurring after that date and does not modify or update in any way disclosures made in the Original Form 10-K, except as specifically noted above.




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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OPEN TEXT CORPORATION
Date: January 25, 2013
By:
/s/    MARK BARRENECHEA        
 
Mark Barrenechea
President and Chief Executive Officer
(Principal Executive Officer)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
 
Date: January 25, 2013
By:
/s/    MARK BARRENECHEA        
 
Mark Barrenechea
President and Chief Executive Officer
(Principal Executive Officer)
 
/s/    PAUL MCFEETERS        
 
Paul McFeeters
Chief Financial Officer and Chief Administrative Officer
(Principal Financial Officer)
 
/s/    SUJEET KINI        
 
Sujeet Kini
Vice President, Controller
(Principal Accounting Officer)



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DIRECTORS
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ MARK BARRENECHEA
 
Director, President and Chief Executive Officer (Principal Executive Officer)
 
January 25, 2013
 Mark Barrenechea
 
 
 
 
/S/ P. THOMAS JENKINS
 
Director, Executive Chairman and Chief Strategy Officer
 
January 25, 2013
P. Thomas Jenkins
 
 
 
 
/S/ RANDY FOWLIE
 
Director
 
January 25, 2013
Randy Fowlie
 
 
 
 
/S/ GAIL E. HAMILTON
 
Director
 
January 25, 2013
Gail E. Hamilton
 
 
 
 
/S/ BRIAN J. JACKMAN
 
Director
 
January 25, 2013
Brian J. Jackman
 
 
 
 
/S/ DEBORAH WEINSTEIN
 
Director
 
January 25, 2013
Deborah Weinstein
 
 
 
 
/S/ STEPHEN J. SADLER
 
Director
 
January 25, 2013
Stephen J. Sadler
 
 
 
 
/S/ MICHAEL SLAUNWHITE
 
Director
 
January 25, 2013
Michael Slaunwhite
 
 
 
 
/S/ KATHARINE B. STEVENSON
 
Director
 
January 25, 2013
Katharine B. Stevenson
 
 
 
 


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EXHIBITS TO FORM 10-K/A


Exhibit
Number
  
Description of Exhibit
 
 
 
23.1
 
Consent of Independent Registered Public Accounting Firm.
 
 
 
31.1
  
Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
  
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
  
Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2
  
Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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