Document
false0001002638 0001002638 2020-08-14 2020-08-14



 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
______________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 2020
______________________
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading Symbol(s)
Name of each exchange on which registered
Common stock without par value
OTEX
NASDAQ Global Select Market
  
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 14, 2020, the Company entered into Amendment No. 4 to the employment agreement with Mr. Mark J. Barrenechea, Chief Executive Officer and Chief Technology Officer of the Company, amending the employment agreement originally dated October 30, 2012, as amended. A copy of Amendment No. 4 between Mr. Barrenechea and the Company is attached as an exhibit to this Current Report on Form 8-K.

Item  9.01
Financial Statements and Exhibits

(d)
Exhibits
 
Exhibit No. 
 
Description
 
 
 
 
10.1
 
Amendment No. 4 to the Employment Agreement between Mark J. Barrenechea and the Company dated August 14, 2020 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012, as amended).
101.INS
  
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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
 
 
 
 
 
August 14, 2020
 
By:
/s/ Gordon A. Davies
 
 
 
 
Gordon A. Davies
Executive Vice President, Chief Legal Officer
and Corporate Development

 





Exhibit Index
 
Exhibit No. 
 
Description
 
 
 
 
10.1
 
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Exhibit


Exhibit 10.1


AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

Reference is made to the employment agreement between Mark J. Barrenechea and Open Text Corporation dated as of October 30, 2012, as amended (the “Employment Agreement”). Defined terms used herein are as defined in the Employment Agreement unless otherwise stated.

Section 7(b)(ii) of the Employment Agreement is hereby amended to insert “Except as expressly stated in an instrument of grant entered into pursuant to the 2004 Stock Option Plan, as amended,” at the beginning of the paragraph.

All terms and conditions of the Employment Agreement, except as varied by this Amendment No. 4, remain in full force and effect.


IN WITNESS WHEREOF, the Executive and the Corporation have executed this Amendment No. 4 to the Employment Agreement as of the 14th day of August, 2020.


 
Open Text Corporation
 
Mark J. Barrenechea
 
 
 
 
Name:
/s/ Gordon A. Davies
 
/s/ Mark J. Barrenechea
 
 
 
 
Title:
Executive Vice President,
Chief Legal Officer and
Corporate Development
 
 







1
v3.20.2
Cover Document
Aug. 14, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 14, 2020
Entity Registrant Name Open Text Corp
Entity Incorporation, State or Country Code Z4
Entity File Number 0-27544
Entity Tax Identification Number 98-0154400
Entity Central Index Key 0001002638
Amendment Flag false
Entity Address, Address Line One 275 Frank Tompa Drive
Entity Address, City or Town Waterloo
Entity Address, State or Province ON
Entity Address, Country CA
Entity Address, Postal Zip Code N2L 0A1
City Area Code 519
Local Phone Number 888-7111
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock without par value
Trading Symbol OTEX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false