* | 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 disclosures provided in a prior cover page. |
1 | NAMES OF REPORTING PERSONS Open Text Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 3,374,098 | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER -0- | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,374,098(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.63%(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
(1) | Beneficial ownership of the above referenced Common Stock is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such Common Stock as a result of the Voting Agreements described below. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
(2) | The above calculations are based on 32,113,320 shares of Common Stock outstanding (as represented in the Merger Agreement described below) and 2,921,947 shares of Common Stock subject to outstanding options beneficially owned by the Stockholders subject to the Voting Agreements, whether or not such options are presently exercisable or exercisable within 60 days from the date hereof or thereafter. |
1 | NAMES OF REPORTING PERSONS Epic Acquisition Sub Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 3,374,098 | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER -0- | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,374,098 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.63%(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
(1) | Beneficial ownership of the above referenced Common Stock is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such Common Stock as a result of the Voting Agreements described below. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
(2) | The above calculations are based on 32,113,320 shares of Common Stock outstanding (as represented in the Merger Agreement described below) and 2,921,947 shares of Common Stock subject to outstanding options beneficially owned by the Stockholders subject to the Voting Agreements, whether or not such options are presently exercisable or exercisable within 60 days from the date hereof or thereafter. |
Exhibit 1 | Joint Filing Agreement, dated as of May 9, 2012, between Open Text Corporation and Epic Acquisition Sub Inc. |
Exhibit 2 | Agreement and Plan of Merger, dated as of May 1, 2012, by and among Open Text Corporation, Epic Acquisition Sub Inc. and EasyLink Services International Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Issuer on May 3, 2012). |
Exhibit 3 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and John S. Simon. |
Exhibit 4 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Paul D. Lapides. |
Exhibit 5 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Richard J. Berman. |
Exhibit 6 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Kim D. Cooke. |
Exhibit 7 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Patrick A. Harper. |
Exhibit 8 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Mark J. Herold. |
Exhibit 9 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Kevin R. Maloney. |
Exhibit 10 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Glen E. Shipley. |
Exhibit 11 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Teresa A. Deuel. |
Exhibit 12 | Voting Agreement, dated as of May 1, 2012, among Open Text Corporation, Epic Acquisition Sub Inc. and Thomas J. Stallings. |
Name, Title and Address | Present Principal Occupation, Including Name and Address of Employer | Citizenship |
P. Thomas Jenkins | Executive Chairman, Chief Strategy Officer and Director of Open Text | Canada |
Mark J. Barrenechea | President, Chief Executive Officer and Director of Open Text | United States |
Paul McFeeters | Chief Financial Officer and Chief Administrative Officer of Open Text | Canada |
Gordon A. Davies | Chief Legal Officer, Corporate Secretary and Compliance Officer of Open Text | Canada |
Eugene Roman | Chief Technology Officer of Open Text | Canada |
James Latham | Chief Marketing Officer of Open Text | United States |
Steve Best | Senior Vice President, Americas Sales of Open Text | United States |
Tony Preston | Senior Vice President, Human Resources of Open Text | United States |
Walter Kohler | Senior Vice President, Worldwide Professional Services of Open Text | Germany |
James McGourlay | Senior Vice President, Worldwide Customer Service of Open Text | Canada |
Louis Mousseau | Senior Vice President, Portfolio Group of Open Text | Canada |
Graham Pullen | Senior Vice President, APJ Sales of Open Text | Australia |
David Wareham | Executive Vice President, EMEA Sales of Open Text | United Kingdom |
Randy Fowlie RDM Corporation 4-608 Weber Street North Waterloo, Ontario N2V 1K4 Canada | Director of Open Text and President and Chief Executive Officer of RDM Corporation | Canada |
Brian J. Jackman | Director of Open Text and President of the Jackman Group Inc. | United States |
Stephen J. Sadler Enghouse Systems Limited 80 Tiverton Court, Suite 800 Markham, ON L3R G4 Canada | Director of Open Text and Chairman and Chief Executive Officer of Enghouse Systems Limited | Canada |
Michael Slaunwhite | Director of Open Text and Executive Chairman of Halogen Software Inc. | Canada |
Gail E. Hamilton | Director of Open Text | United States |
Katharine B. Stevenson Stevenson Advisory 247 Davenport Road, Suite 303 Toronto, ON M5R 1J9 Canada | Director of Open Text and Principal of Stevenson Advisory | Canada |
Deborah Weinstein LaBarge Weinstein LLP 515 Legget Drive, Suite 800 Ottawa, Ontario K2K 3G4 Canada | Director of Open Text and Co-Founder and Partner of LaBarge Weinstein LLP | Canada |
Name, Title and Address | Present Principal Occupation, Including Name and Address of Employer | Citizenship |
Gordon A. Davies | Director, President, Treasurer, Secretary and Chief Financial Officer | Canada |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ John S. Simon Name: John S. Simon | Shares of Stockholder 0 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: John S. Simon with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Paul D. Lapides Name: Paul D. Lapides | Shares of Stockholder 38,750 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Paul D. Lapides with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Richard J. Berman Name: Richard J. Berman | Shares of Stockholder 77,006 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Richard J. Berman with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Kim D. Cooke Name: Kim D. Cooke | Shares of Stockholder 140,395 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Kim D. Cooke with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Patrick A. Harper Name: Patrick A. Harper | Shares of Stockholder 1,000 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Patrick A. Harper with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Mark J. Herold Name: Mark J. Herold | Shares of Stockholder 0 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Mark J. Herold with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Kevin R. Maloney Name: Kevin R. Maloney | Shares of Stockholder 20,000 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Kevin R. Maloney with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Glen E. Shipley Name: Glen E. Shipley | Shares of Stockholder 30,000 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Glen E. Shipley with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Teresa A. Deuel Name: Teresa A. Deuel | Shares of Stockholder 20,000 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Teresa A. Deuel with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |
OPEN TEXT CORPORATION By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Chief Legal Officer and Corporate Secretary | EPIC ACQUISITION SUB INC. By: /s/ Gordon A. Davies Name: Gordon A. Davies Title: Secretary |
STOCKHOLDER /s/ Thomas J. Stallings Name: Thomas J. Stallings | Shares of Stockholder 125,000 shares of Company Common Stock Notice Address of Stockholder 6025 The Corners Parkway Suite 100 Norcross, Georgia 30092 Attn: Thomas J. Stallings with a copy (which shall not constitute notice) to: Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308 Attention: Larry W. Shackelford |