UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 7.01 | Regulation FD |
In connection with the proposed offering described in Item 8.01 below, Open Text Corporation (“OpenText” or the “Company”) is providing certain information including certain unaudited pro forma financial information and certain risk factors, which information is included in the offering memorandum (subject to completion) for the proposed offering described under 8.01 below. The disclosure is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01 (including Exhibit 99.1) is being furnished under Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or any filing under the Exchange Act, regardless of any general incorporation language in any such filing.
| Item 8.01 | Other Events |
On November 14, 2022, OpenText issued a press release that the Company intends to commence a proposed offering of senior secured notes pursuant to Rule 144A and Regulation S under the Securities Act. A copy of the press release is filed as Exhibit 99.2 hereto, and the information contained in Exhibit 99.2 is incorporated herein by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Certain Regulation FD information | |
| 99.2 | Press Release dated November 14, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | ||||||
| November 14, 2022 | By: | /s/ Michael F. Acedo | ||||
| Michael F. Acedo Executive Vice-President, Chief Legal Officer & Corporate Secretary | ||||||