OPEN TEXT CORP — Major Shareholding Notification 2007

Feb 13, 2007

SC 13G/A 1 formsc13ga.htm RBC ASSET MANAGEMENT SC13G A 12-31-2006 RBC Asset Management SC13G A 12-31-2006 Licensed to: EDGARfilings Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 4)

| OPEN
TEXT CORPORATION |
| --- |
| (Name
of Issuer) |
| Common
Stock |
| (Title
of Class of Securities) |
| 683715106 |
| (CUSIP
Number) |
| December
31, 2006 |
| (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)

1 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 pur-pose 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 13G Page 2 of 7 Pages

| 1. _ | NAME
OF REPORTING PERSON: RBC
Asset Management Inc. (1) I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION: The
jurisdiction of organization is Canada (federally incorporated company). | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH ___ | 5. _____ | SOLE
VOTING POWER N/A |
| | 6. | SHARED
VOTING POWER N/A |
| | 7. | SOLE
DISPOSITIVE POWER N/A |
| | 8. | SHARED
DISPOSITIVE POWER N/A |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 N/A | |
| 12. | TYPE
OF REPORTING PERSON Foreign
Investment Advisor which received SEC no-action relief to file
on Schedule
13G as a “Qualified Investment
Investor”. | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 683715106 13G Page 3 of 7 Pages

| 1. _ | NAME
OF REPORTING PERSON: The
Royal Trust Company I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION: The
jurisdiction of organization is Canada (federally incorporated company). | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH ___ | 5. _____ | SOLE
VOTING POWER N/A |
| | 6. | SHARED
VOTING POWER N/A |
| | 7. | SOLE
DISPOSITIVE POWER N/A |
| | 8. | SHARED
DISPOSITIVE POWER N/A |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 N/A | |
| 12. | TYPE
OF REPORTING PERSON Foreign
Trust Company which received SEC no-action relief to file on
Schedule 13G
as a “Qualified Investment
Investor”. | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1 (a). Name of Issuer:

Open Text Corporation

Item 1 (b). Address of Issuer’s Principal Executive Offices :

275 Frank Tompa Dr., Waterloo, Ontario, CANADA, N2L 0A1

Item 2(a). Name of Person Filing :

RBC Asset Management Inc. (“RBC AM”)

The Royal Trust Company (“RT”)

Item 2 (b). Address of Principal Business Office or, if none, Residence:

RBC Asset Management (“RBC AM”)

Royal Trust Tower, Suite 3800

77 King Street West

Toronto, Ontario M5K 1H1

The Royal Trust Company

Royal Trust Tower, P.O. Box 7500, Station A

77 King Street West, 6 th Floor

Toronto, Ontario M5W 1P9

Item 2 (c). Citizenship:

Canada

Item 2 (d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

683715106

ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

1. RBC Asset Management Inc. is a Foreign Investment Advisor which received SEC no-action relief on Schedule 13G as a Qualified Institutional Investor

2. Royal Trust is a Foreign Trust Company which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor.

Page 4 of 7

ITEM 4. Ownership

(a) Amount beneficially owned:

1. RBC AM - N/A

2. RT- N/A

(b) Percent of class:

1. RBC AM - N/A

2. RT- N/A

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: N/A

(ii) shared power to vote or to direct the vote:

1. RBC AM - N/A

2. RT- N/A

(iii) sole power to dispose or to direct the disposition of: N/A

(iv) shared power to dispose or to direct the disposition of:

1. RBC AM - N/A

2. RT- N/A

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 more than five percent of the class of securities, check the following: (X)

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

1. RBC AM is a foreign investment advisor which has received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor. Accounts managed on a discretionary basis by RBC AM are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities.

2. Royal Trust a foreign Trust Company which has received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor, is reporting holdings over which it is deemed to be a beneficial owner by virtue of its status as trustee and/or as principal.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

ITEM 8. Identification and Classification of Members of the Group.

N/A

ITEM 9. Notice of Dissolution of Group.

N/A

ITEM 10. Certifications.

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.

(1) RBC Asset Management Inc. is the successor in interest to RBC Global Investment Management Inc. and RBC Funds Inc., which were amalgamated in 2003.

Page 5 of 7

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.

| February
12 , 2007 |
| --- |
| (Date) |
| “ M.
George Lewis ” |
| (Signature) |
| M.
George Lewis / Head, Brokerage, Asset Management & Products
Canada |
| (Name/Title) |
| “ M.
George Lewis ” |
| (Signature) |
| M.
George Lewis / Authorized Signatory, The Royal Trust
Company |
| (Name/Title) |

Page 6 of 7

EXHIBIT A TO SCHEDULE 13G

JOINT FILING AGREEMENT

Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person’s behalf, pursuant to Section 13 (d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such persons know or have reason to believe that such information is inaccurate.

| Dated:
February 12, 2007 | |
| --- | --- |
| RBC
Asset Management Inc. | |
| By: | “ M.
George Lewis ” |
| | Head,
Brokerage, Asset Management & Products - Canada |
| The
Royal Trust Company | |
| By: | “ M.
George Lewis ” |
| | Authorized
Signatory |

Page 7 of 7