OMB APPROVAL

 

 

OMB Number:

3235-0145

 

 

Expires

February 28, 2009

 

 

Estimated average burden

 

 

Hours per response

10.4

 

 

 

 

 

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 6)*

 

Open Text Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

                         683715106

                        (CUSIP Number)

 

 

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x

Rule 13d-1(b)

 

 

 

 

o

Rule 13d-1(c)

 

 

 

 

o

Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


CUSIP No. 683715106

 

1.

Names of Reporting Persons

 

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

RBC Asset Management Inc. ("RBC AM")

 

 

 

2.

Check the Appropriate Box if a Member of a group (See Instructions)

 

(a)  [  ]

 

(b)  [  ]

 

 

 

3.

SEC Use Only

 

 

 

 

 

4.

Citizenship or Place of Organization

 

 

 

Canada

 

 

 

Number of Shares Beneficially Owned By

Each

Reporting

Person With:

5.

Sole Voting Power

0

 

 

 

6.

Shared Voting Power

2,389,4971

 

 

 

7.

Sole Dispositive Power

0

 

 

 

8.

Shared Dispositive Power

2,389,4972

 

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,389,497

 

 

10.

Check if Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[  ]

 

 

11.

Percent of Class Represented by Amount in Row (9)

4.6%

 

 

12.

Type of Reporting Person (See Instructions)

FI

 

 

                                                   

1  RBC Asset Management Inc. is an affiliate of Phillips, Hager & North Investment Management Ltd. with which joint beneficial ownership is deemed to be held.

2 See footnote 1.

 

Item 1.

 

(a)

Name of Issuer
Open Text Corporation

 

 

(b)

Address of Issuer’s Principal Executive Offices
275 Frank Tompa Drive

Waterloo, Ontario, Canada  N2L OA1

 

 

Item 2

 

(a)

Name of Person Filing

RBC Asset Managemnt Inc.

 

 

(b)

Address of Principal Business Office or, if none, Residence

Royal Trust Tower, Suite 3800

77 King Street West
Toronto, Ontario, M5K 1H1

 

 

(c)

Citizenship

Canada

 

 

(d)

Title of Class of Securities
Common Stock

 

 

(e)

CUSIP Number
683715106

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

 

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(12 U.S.C. 1813);

 

 

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

 

(j)

x

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

 

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   2,389,497

.

 

(b)

Percent of class:   4.6%.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

0

 

(ii)

Shared power to vote or to direct the vote

2,389,497

 

(iii)

Sole power to dispose or to direct the disposition of

0

 

(iv)

Shared power to dispose or to direct the disposition of

2,389,497

Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of the class of securities, check the following:  [X}

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Note applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Not applicable.

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

Item 9.

Notice of Dissolution of Group

 

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By signing below, I also certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to the bank is substantilly comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution.  I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. 

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   February 13, 2009

RBC ASSET MANAGEMENT INC.

 

 

 

 

 

/s/ Frank Lippa

 

 

 

Signature

 

 

 

 

 

 

 

Frank Lippa/Chief Operating Officer & Chief
Financial Officer

 

 

 

Name/Title