SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO FORM 8-K FILED ON OCTOBER 4, 2006
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 2, 2006
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)) |
This Current Report on Form 8-K/A is filed by Open Text Corporation (“Open Text” or the “Company”), as an amendment to a Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on October 4, 2006 relating to its acquisition of Hummingbird Ltd (“Hummingbird”), on October 2, 2006.
| Item 9.01: | Financial Statements and Exhibits |
The following financial statements and proforma financial information are filed as part of this Current Report, on Form 8-K/A:
| (a) | Financial Statements of the Business Acquired |
The following audited financial statements of Hummingbird are included as Exhibit 99.1 to this Current Report on Form 8-K/A:
Report of Independent Registered Chartered Accountants, Deloitte & Touche LLP
Consolidated Balance Sheets as of September 30, 2005 and 2006
Consolidated Statements of Earnings for the years ended September 30, 2004, 2005 and 2006
Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2004, 2005 and 2006
Consolidated Statements of Cash Flows for the years ended September 30, 2004, 2005 and 2006
Notes to the Consolidated Financial Statements
| (b) | Unaudited Pro Forma Financial Information |
The following unaudited pro forma financial information of Open Text and Hummingbird is included as Exhibit 99.2 to this Current Report on Form 8-K/A:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2006
Unaudited Pro Forma Condensed Consolidated Statements of Income for the three month period ended September 30, 2006
Unaudited Pro Forma Condensed Consolidated Statements of Income for the twelve month period ended June 30, 2006
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
| (d) | Exhibits |
The exhibits that are filed with this Current Report on Form 8-K/A are set forth in the Exhibit Index included in this Current Report.
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 | ||||
| May 2, 2007 | By: | /s/ Paul McFeeters | ||
| Paul McFeeters | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 23.1 | Consent of Independent Registered Chartered Accountants , Deloitte & Touche LLP | |
| 99.1 | The following audited consolidated financial statements of Hummingbird Ltd.: | |
| Report of Independent Registered Chartered Accountants, Deloitte & Touche LLP | ||
| Consolidated Balance Sheets as of September 30, 2005 and 2006 | ||
| Consolidated Statements of Earnings for the years ended September 30, 2004, 2005 and 2006 | ||
| Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2004, 2005 and 2006 | ||
| Consolidated Statements of Cash Flows for the years ended September 30, 2004, 2005 and 2006 | ||
| Notes to the Consolidated Financial Statements | ||
| 99.2 | The following unaudited pro forma financial information : | |
| Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2006 | ||
| Unaudited Pro Forma Condensed Consolidated Statements of Income for the three months period ended September 30, 2006 | ||
| Unaudited Pro Forma Condensed Consolidated Statements of Income for the twelve month period ended June 30, 2006 | ||
| Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements | ||