8-K

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): October 27, 2010

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))

Item 2.02 Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On October 27, 2010, Open Text Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Open Text Corporation on October 27, 2010.

2

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
October 27, 2010	By:	/S/    PAUL MCFEETERS
		Paul McFeeters Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Open Text Corporation on October 27, 2010.

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EX-99.1

Exhibit 99.1

Open Text Reports First Quarter Fiscal 2011 Financial Results

Waterloo, ON, October 27, 2010 - Open Text(TM) Corporation (NASDAQ:OTEX) (TSX: OTC), today announced unaudited financial results for its first quarter ended September 30, 2010. (1)

Total revenue for the first quarter of fiscal 2011 was $217.4 million, up 3% compared to $211.4 million for the same period in the prior fiscal year. License revenue for the first quarter of fiscal 2011 was $42.6 million, down 10% compared to $47.3 million for the same period in the prior fiscal year.

Adjusted net income for the first quarter of fiscal 2011 was $50.0 million or $0.86 per share on a diluted basis, up 52% compared to $32.8 million or $0.58 per share on a diluted basis for the same period in the prior fiscal year. Net income in accordance with U.S. generally accepted accounting principles (“US GAAP”) was $21.7 million or $0.37 per share on a diluted basis, compared to $1.7 million or $0.03 per share on a diluted basis for the same period in the prior fiscal year. (2)

Operating cash flow in the first quarter of fiscal 2011 was $48.9 million, compared to $4.5 million for the same period in the prior fiscal year.

The cash and cash equivalents balance as of September 30, 2010 was $384.7 million. Accounts receivable as of September 30, 2010, totaled $104.4 million, compared to $132.1 million as of June 30, 2010 and Days Sales Outstanding (DSO) was 43 days in the first quarter of fiscal 2011, compared to 58 days in the first quarter of fiscal 2010.

“While our cash flow and earnings results were strong, I am disappointed with our license revenue this quarter. Europe was especially impacted, with current economic challenges slowing the pace of our customers’ IT spending cycles,” said John Shackleton, President and Chief Executive Officer of Open Text. ”However, we are confident that we will meet our growth targets for the year, while continuing to focus on our bottom line performance.”

Please see note (2) below for a reconciliation of non-US GAAP based financial measures used in this press release, to US GAAP based financial measures.

Open Text Renews Stock Repurchase Program

The Company also announced the renewal of its stock repurchase program on NASDAQ Global Select Market (“NASDAQ”). The Company proposes to purchase, from time to time, up to an aggregate of 2,849,964 common shares (representing approximately 5% of the Company’s outstanding common shares) in the open market through the facilities of the NASDAQ.

The specific timing and number of common shares purchased pursuant to the repurchase program will vary based on market conditions, regulatory requirements and other factors. The price that the Company will pay for any common shares will be the prevailing market price of such shares on NASDAQ at the time of acquisition. The purchases will be made by the Company in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. All common shares purchased by the Company pursuant to the repurchase program will be cancelled.

The Board of Directors of the Company believes that the repurchase program is in the best interests of the Company and is a desirable use of corporate funds.

Purchases made pursuant to the repurchase program may commence in November 2010 if desirable and will expire on November 1, 2011. As of October 26, 2010, the Company had 56,999,274 issued and outstanding common shares. The Company has not purchased any common shares in the last 12 months under the previously announced stock repurchase program.

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Teleconference Call

Open Text will host a conference call on October 27, 2010 at 5:00 p.m. ET to discuss its financial results.

Date:	Wednesday, October 27, 2010
Time:	5:00 p.m. ET/2:00 p.m. PT
Length:	60 minutes
Where:	416-644-3414 800-814-4861 (Toll Free)

Investors should dial in approximately 10 minutes before the teleconference is scheduled to begin. A replay of the call will be available beginning October 27, 2010 at 7:00 p.m. ET through 11:59 p.m. on November 10, 2010 and can be accessed by dialing 416-640-1917 and using passcode 4372356 followed by the number sign.

For more information or to listen to the call via web cast, please use the following link:

http://www.opentext.com/2/global/ex_event.html?evtype=events&id=70120000000Uei7AAC

About Open Text

Open Text(TM) is the world’s largest independent provider of Enterprise Content Management software. The company’s solutions manage information for all types of business, compliance and industry requirements in large companies, government agencies and professional service firms. Open Text supports approximately 46,000 customers in 114 countries and 12 languages. For more information about Open Text, visit www.opentext.com.

Certain statements in this press release, including statements about the financial conditions, and results of operations and earnings for Open Text Corporation (“Open Text” or “the Company”), may contain words such as “could”, “expects”, “may”, “should”, “will”, “anticipates”, “believes”, “intends”, “estimates”, “targets”, “plans”, “envisions”, “seeks” and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on the Company’s current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the Company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. The Company’s assumptions, although considered reasonable by the Company at the date of this press release, may provide to be inaccurate and consequently the Company’s actual results could differ materially from the expectations set out herein.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) the future performance, financial and otherwise, of Open Text; (ii) the ability of Open Text to bring new products to market and to increase sales; (iii) the strength of the Company’s product development pipeline; (iv) the Company’s growth and profitability prospects; (v) the estimated size and growth prospects of the ECM market; (vi) the Company’s competitive position in the ECM market and its ability to take advantage of future opportunities in this market; (vii) the benefits of the Company’s products to be realized by customers; and (viii) the demand for the Company’s product and the extent of deployment of the company’s products in the ECM marketplace. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (ii) the possibility that the Company may be unable to meet its future reporting requirements under the Securities Exchange Act of 1934, as amended, and the rules promulgated there under; (iii) the risks associated with bringing new products to market; (iv) fluctuations in currency exchange rates; (v) delays in the purchasing decisions of the Company’s customers; (vi) the competition the Company faces in its industry and/or marketplace; (vii) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services; (viii) the continuous commitment of the Company’s customers; and (ix) demand for the Company’s products.

For additional information with respect to risks and other factors which could occur, see the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Copyright © 2010 by Open Text Corporation. “OPEN TEXT”, “OPEN TEXT EVERYWHERE” and the “OPEN TEXT ECM SUITE” are trademarks or registered trademarks of Open Text Corporation in the United States of America, Canada, the European Union and/or other countries. This list of trademarks is not exhaustive. Other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text Corporation or other respective owners.

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Notes

(1) Based on comparison of historical revenue figures publicly disseminated by companies in the Enterprise Content Management (“ECM”) sector. All dollar amounts in this press release are in US Dollars unless otherwise indicated.

(2) Use of US Non-GAAP financial measures

In addition to reporting financial results in accordance with US GAAP, the Company provides certain non-US GAAP financial measures that are not in accordance with US GAAP. These non-US GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company’s definition may be different from similar non-US GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company’s financial performance to that of other companies. However, the Company’s management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of adjusted net income and adjusted EPS both in its reconciliation to the US GAAP financial measures of net income and EPS and its consolidated financial statements, all of which should be considered when evaluating the Company’s results. The Company uses the financial measures adjusted EPS and adjusted net income to supplement the information provided in its consolidated financial statements, which are presented in accordance with US GAAP. The presentation of adjusted net income and adjusted EPS is not meant to be a substitute for net income or net income per share presented in accordance with US GAAP, but rather should be evaluated in conjunction with and as a supplement to such US GAAP measures. Open Text strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the US GAAP measures with certain non-US GAAP measures for the reasons set forth below. Adjusted net income and adjusted EPS are calculated as net income or net income per share on a diluted basis, excluding, where applicable, the amortization of acquired intangible assets, other income (expense), share-based compensation, and restructuring, all net of tax. The Company’s management believes that the presentation of adjusted net income and adjusted EPS provides useful information to investors because it excludes non-operational charges. The use of the term “non-operational charge” is defined by the Company as those that do not impact operating decisions taken by the Company’s management and is based upon the way the Company’s management evaluates the performance of the Company’s business for use in the Company’s internal reports. In the course of such evaluation and for the purpose of making operating decisions, the Company’s management excludes certain items from its analysis, such as amortization of acquired intangibles, restructuring costs, share-based compensation, other income (expense) and the taxation impact of these items. These items are excluded based upon the manner in which management evaluates the business of the Company and are not excluded in the sense that they may be used under US GAAP. The Company believes the provision of supplemental non-US GAAP measures allows investors to evaluate the operational and financial performance of the Company’s core business using the same evaluation measures that management uses, and is therefore a useful indication of Open Text’s performance or expected performance of recurring operations and facilitates period-to-period comparison of operating performance. As a result, the Company considers it appropriate and reasonable to provide, in addition to US GAAP measures, supplementary non-US GAAP financial measures that exclude certain items from the presentation of its financial results in this press release.

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The following charts provide (unaudited) reconciliations of US GAAP based financial measures to non-US GAAP based financial measures referred to in this press release:

Non GAAP-based Adjusted Operating Margin and Adjusted Net income*:

In millions USD	Three months ended September 30, 2010		Percentage			Open Text Fiscal 2011 Target Model
Revenue:
License	$	42.6		19.6	%		25-30%
Customer Support		129.8		59.7	%		52-57%
Service and Other		45.0		20.7	%		18-23%
Total Revenue		217.4
Cost of revenues (excluding amortization of acquired technology-based intangible assets)		58.0
Gross profit (excluding amortization of acquired technology-based intangible assets)		159.4		73.3	%		73-75%
Operating expenses:
Research & Development		31.0		14.3	%		14-16%
Sales & Marketing		44.2		20.3	%		21-23%
General & Administrative		19.8		9.1	%		8-10%
Depreciation		4.9		2.3	%		2%
		99.9
Gross margin less operating expenses		59.5
Add: Share -based compensation expense		2.6
Non GAAP-based Adjusted Operating Margin		62.1		28.6	%		25-30%
Less: Interest expense		4.1
Sub-total		58.0
Less: tax @ 14%		8.0
Non GAAP-based Adjusted Net Income	$	50.0
Non GAAP-based Adjusted Net Income per share	$	0.86

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Reconciliation of Non GAAP-based Adjusted Operating Margin to GAAP-based Net Income:

Non GAAP-based Adjusted Operating Margin	$	62.1
Less:
Amortization		24.2
Share-based compensation expense		2.6
Special charges		3.2
Other income, net		(2.5	)
Interest expense, net		4.1
GAAP-based provision for income taxes		8.8
GAAP-based net income for the period	$	21.7

Reconciliation of Non GAAP based Adjusted Net income to GAAP-based Net Income:

				per share
Non GAAP-based Adjusted Net Income	$	50.0		$	0.86
Less:
Amortization		24.2			0.42
Share-based compensation expense		2.6			0.04
Special charges		3.2			0.06
Other income, net		(2.5	)		(0.04	)
GAAP-based provision for income taxes		8.8			0.15
Tax on non GAAP-based adjusted net income (per above)		(8.0	)		(0.14	)
GAAP-based net income for the period	$	21.7		$	0.37

* Amounts may differ from those shown on the face of the financial statements due to non-material rounding adjustments.

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The following tables present non GAAP-based measures and their reconciliation to GAAP, for the three months ended September 30, 2009:

Non GAAP-based Adjusted Operating Margin and Adjusted Net income*:

In millions USD	Three months ended September 30, 2009		Percentage			Open Text Fiscal 2010 Target Model
Revenue:
License	$	47.3		22.4	%		25-30%
Customer Support		123.6		58.5	%		50-55%
Service and Other		40.5		19.2	%		20-25%
Total Revenue		211.4
Cost of revenues (excluding amortization of acquired technology-based intangible assets)		57.4
Gross profit (excluding amortization of acquired technology-based intangible assets)		154.0		72.8	%		72-75%
Operating expenses:
Research & Development		31.5		14.9	%		14-16%
Sales & Marketing		50.7		24.0	%		24-26%
General & Administrative		21.2		10.0	%		9-10%
Depreciation		4.1		1.9	%		2%
		107.5
Gross margin less operating expenses		46.5
Add: Share -based compensation expense**		1.5
Non GAAP-based Adjusted Operating Margin		48.0		22.7	%		22-27%
Less: Interest expense		3.0
Sub-total		45.0
Less: tax @ 27%		12.2
Non GAAP-based Adjusted Net Income	$	32.8
Non GAAP-based Adjusted Net Income per share	$	0.58

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Reconciliation of Non GAAP-based Adjusted Operating Margin to GAAP-based Net Income:

Non GAAP-based Adjusted Operating Margin	$	48.0
Less:
Amortization		23.1
Share-based compensation expense**		1.5
Special charges		18.6
Other income, net		(3.4	)
Interest expense, net		3.0
GAAP-based provision for income taxes		3.5
GAAP-based net income for the period	$	1.7

Reconciliation of Non GAAP based Adjusted Net income to GAAP-based Net Income:

				per share
Non GAAP-based Adjusted Net Income	$	32.8		$	0.58
Less:
Amortization		23.1			0.41
Share-based compensation expense**		1.5			0.03
Special charges		18.6			0.33
Other income, net		(3.4	)		(0.06	)
GAAP-based provision for (recovery of) income taxes		3.5			0.06
Tax on non GAAP-based adjusted net income (per above)		(12.2	)		(0.22	)
GAAP-based net income for the period	$	1.7		$	0.03

* Amounts may differ from those shown on the face of the financial statements due to non-material rounding adjustments.

** In addition $2.2 million of share-based compensation is included within Special charges.

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(3) The following table provides a composition of our major currencies for revenue and expenses, expressed as a percentage, for the first quarter of fiscal 2011:

Currencies	% of Revenue			% of Expenses*
EURO		24	%		19	%
GBP		9	%		9	%
CHF		5	%		2	%
CAD		8	%		31	%
USD		46	%		31	%
Others		8	%		8	%
Total		100	%		100	%

* Expenses include all cost of revenues and operating expenses included within the Condensed Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and special charges.

For more information, please contact:

Greg Secord

Vice President, Investor Relations

Open Text Corporation

519-888-7111 ext.2408

gsecord@opentext.com

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OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)

	September 30, 2010			June 30, 2010
	(Unaudited)
ASSETS
Cash and cash equivalents	$	384,692		$	326,192
Accounts receivable trade, net of allowance for doubtful accounts of $5,062 as of September 30, 2010 and $4,868 as of June 30, 2010		104,442			132,143
Income taxes recoverable		23,702			44,509
Prepaid expenses and other current assets		25,831			21,086
Deferred tax assets		19,239			20,242
Total current assets		557,906			544,172
Capital assets		56,976			54,286
Goodwill		666,064			666,055
Acquired intangible assets		304,014			328,193
Deferred tax assets		27,025			30,420
Other assets		18,843			16,896
Deferred charges		58,923			27,558
Long-term income taxes recoverable		50,072			48,102
Total assets	$	1,739,823		$	1,715,682
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	96,738		$	119,604
Current portion of long-term debt		15,393			15,486
Deferred revenues		210,587			219,752
Income taxes payable		37,683			39,666
Deferred tax liabilities		37,816			28,384
Total current liabilities		398,217			422,892
Long-term liabilities:
Accrued liabilities		10,826			15,755
Deferred credits		5,799			—
Pension liability		17,638			15,888
Long-term debt		284,278			285,026
Deferred revenues		11,603			10,085
Long-term income taxes payable		84,573			64,699
Deferred tax liabilities		3,274			13,459
Total long-term liabilities		417,991			404,912
Shareholders’ equity:
Share capital
56,997,864 and 56,825,995 Common Shares issued and outstanding at September 30, 2010 and June 30, 2010, respectively; Authorized Common Shares: unlimited		606,363			602,868
Additional paid-in capital		64,278			61,298
Accumulated other comprehensive income		51,612			44,021
Retained earnings		215,362			193,691
Treasury stock, at cost (307,579 and 307,579 shares, respectively at September 30, 2010 and June 30, 2010)		(14,000	)		(14,000	)
Total shareholders’ equity		923,615			887,878
Total liabilities and shareholders’ equity	$	1,739,823		$	1,715,682

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OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands of U.S. dollars, except per share data)

(Unaudited)

	Three months ended September 30,
	2010			2009
Revenues:
License	$	42,646		$	47,329
Customer support		129,757			123,649
Service and other		45,002			40,444
Total revenues		217,405			211,422
Cost of revenues:
License		3,502			3,145
Customer support		19,356			20,939
Service and other		35,113			33,294
Amortization of acquired technology-based intangible assets		15,427			14,142
Total cost of revenues		73,398			71,520
Gross profit		144,007			139,902
Operating expenses:
Research and development		30,963			31,542
Sales and marketing		44,180			50,690
General and administrative		19,810			21,225
Depreciation		4,875			4,147
Amortization of acquired customer-based intangible assets		8,801			8,917
Special charges		3,195			18,589
Total operating expenses		111,824			135,110
Income from operations		32,183			4,792
Other income, net		2,480			3,440
Interest expense, net		(4,135	)		(3,046	)
Income before income taxes		30,528			5,186
Provision for income taxes		8,857			3,456
Net income for the period	$	21,671		$	1,730
Net income per share—basic	$	0.38		$	0.03
Net income per share—diluted	$	0.37		$	0.03
Weighted average number of Common Shares outstanding—basic		56,883			55,388
Weighted average number of Common Shares outstanding—diluted		57,922			56,469

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OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)

	Three months ended September 30,
	2010			2009
Cash flows from operating activities:
Net income for the period	$	21,671		$	1,730
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets		29,103			27,206
Share-based compensation expense		2,600			3,690
Excess tax benefits on share-based compensation expense		(432	)		(691	)
Pension expense		123			192
Amortization of debt issuance costs		333			266
Unrealized gain on financial instruments		—			(2,390	)
Release of unrealized gain on marketable securities to income		—			(4,353	)
Deferred taxes		(181	)		(2,957	)
Changes in operating assets and liabilities:
Accounts receivable		27,878			7,928
Prepaid expenses and other current assets		(2,528	)		(3,218	)
Income taxes		32,862			(4,787	)
Deferred charges and credits		(27,725	)		—
Accounts payable and accrued liabilities		(25,991	)		(6,852	)
Deferred revenue		(7,234	)		(12,437	)
Other assets		(1,545	)		1,175
Net cash provided by operating activities		48,934			4,502
Cash flows from investing activities:
Additions of capital assets-net		(6,943	)		(7,665	)
Purchase of Vignette Corporation, net of cash acquired		—			(90,600	)
Purchase consideration for prior period acquisitions		(1,406	)		(4,801	)
Investments in marketable securities		(668	)		—
Maturity of short-term investments		—			27,171
Net cash used in investing activities		(9,017	)		(75,895	)
Cash flow from financing activities:
Excess tax benefits on share-based compensation expense		432			691
Proceeds from issuance of Common Shares		3,246			4,477
Repayment of long-term debt		(878	)		(864	)
Debt issuance costs		—			(1,024	)
Net cash provided by financing activities		2,800			3,280
Foreign exchange gain on cash held in foreign currencies		15,783			4,484
Increase (decrease) in cash and cash equivalents during the period		58,500			(63,629	)
Cash and cash equivalents at beginning of the period		326,192			275,819
Cash and cash equivalents at end of the period	$	384,692		$	212,190

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