OPEN TEXT CORP — Regulatory Filings 2003

May 12, 2003

8-K/A 1 d8ka.htm AMENDMENT NO. 1 TO FORM 8-K FILED FEBRUARY 26, 2003 AMENDMENT NO. 1 TO FORM 8-K FILED FEBRUARY 26, 2003

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

AMENDMENT NO. 1 TO FORM 8-K FILED ON FEBRUARY 26, 2003

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 25, 2003

Open Text Corporation

(Exact name of Registrant as specified in its

charter)

Ontario	0-27544	98-0154400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 Columbia Street West, Waterloo, Ontario,

Canada N2L5Z5

(Address of principal executive offices)

(519) 888-7111

Registrant’s telephone number, including area

code

This Current Report on Form 8-K/A is filed by Open Text Corporation, an Ontario corporation, as an amendment to that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2003 to include the information required by Item 7.

Item 7: Financial Statements, Pro Forma Financial Information and Exhibits

The following financial statements and exhibits are filed as part of this report, where indicated:

(a) Financial statements of the business acquired.

The following audited financial statements of Corechange, Inc. (“Corechange”) are included as Exhibit 99.1 to this Current Report on Form 8-K/A:

Report of the Independent Auditors

Consolidated Balance Sheet as of December 31, 2002

Consolidated Statements of Operations for the year ended December 31, 2002

Consolidated Statements of Stockholders’ Deficit for the year ended December 31, 2002

Consolidated Statements of Cash Flows for the year ended December 31, 2002

Notes to the Consolidated Financial Statements

The following audited financial statements of Corechange Inc. (“Corechange”) are included as Exhibit 99.2 to this Current Report on Form 8-K/A:

Report of the Independent Auditors

Consolidated Balance Sheet as of December 31, 2001 and 2000

Consolidated Statements of Operations for the years ended December 31, 2001 and 2000

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2001 and 2000

Consolidated Statements of Cash Flows for the years ended December 31, 2001 and 2000

Notes to the Consolidated Financial Statements

(b) Pro forma financial information

The following unaudited pro forma financial information of Open Text Corporation, Corechange, and Centrinity Inc. (“Centrinity”) is included as Exhibit 99.3 to this Current Report on Form 8-K/A:

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2002

Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six month period ended December 31, 2002

Unaudited Pro Forma Condensed Consolidated Statements of Operations for the twelve month period ended June 30, 2002

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(c) Exhibits

Exhibit No.
The Exhibits that are filed with this Current Report on Form 8-K/A are set forth in the
Exhibit Index to this Current Report on Form 8-K/A.

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.

O PEN T EXT C ORPORATION

May 9, 2003
P. Thomas Jenkins Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
23.1	Independent Auditors’ Consent of KPMG LLP
99.1	The following audited financial statements of Corechange:
	Report of the Independent Auditors
	Consolidated Balance Sheet as of December 31, 2002
	Consolidated Statements of Operations for the year ended December 31,
2002
	Consolidated Statements of Stockholders’ Deficit for the year ended December 31,
2002
	Consolidated Statements of Cash Flows for the year ended December 31,
2002
	Notes to the Consolidated Financial Statements
99.2	The following audited financial statements of Corechange:
	Report of the Independent Auditors
	Consolidated Balance Sheet as of December 31, 2001 and 2000
	Consolidated Statements of Operations for the years ended December 31, 2001 and
2000
	Consolidated Statements of Stockholders’ Deficit for the years ended December
31, 2001 and 2000
	Consolidated Statements of Cash Flows for the years ended December 31, 2001 and
2000
	Notes to the Consolidated Financial Statements
99.3	The following unaudited pro forma financial information of Open Text Corporation,
Corechange and Centrinity:
	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31,
2002

| Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six month period ended
December 31, 2002 |
| --- |
| Unaudited Pro Forma Condensed Consolidated Statements of Operations for the twelve month period ended
June 30, 2002 |
| Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements |