UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549


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FORM 10-K/A


(Amendment No. 1)


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ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended June 30, 2012 .


OR


 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                      to


Commission file number: 0-27544


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OPEN TEXT CORPORATION


(Exact name of Registrant as specified in its charter)  Canada98-0154400(State or other jurisdictionof incorporation or organization)(IRS EmployerIdentification No.)275 Frank Tompa Drive,Waterloo, Ontario, CanadaN2L 0A1(Address of principal executive offices)(Zip code)


Registrant's telephone number, including area code: (519) 888-7111


Securities registered pursuant to Section 12(b) of the Act:


Title of each className of each exchange on which registeredCommon stock without par valueNASDAQ Global Select Market


Securities registered pursuant to Section 12(g) of the Act:


None


(Title of Class)


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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ý No  ̈


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes  ̈ No ý


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý Accelerated filer  ̈ Non-accelerated filer  ̈ (Do not check if smaller reporting company)        Smaller reporting company  ̈


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No x


Aggregate market value of the Registrant's Common Shares held by non-affiliates, based on the closing price of the Common Shares as reported by the NASDAQ Global Select Market (“NASDAQ”) on December 31, 2011, the end of the registrant's most recently completed second fiscal quarter, was approximately $2.4 billion. The number of the Registrant's Common Shares outstanding as of August 3, 2012 was 58,405,575.


DOCUMENTS INCORPORATED BY REFERENCE


None.


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EXPLANATORY NOTE


This Form 10-K/A amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (“Original Form 10-K”) filed with the Securities and Exchange Commission ("SEC") on August 10, 2012, in response to communications received from the SEC.


The amendments in this Form 10-K/A are solely for the purpose of making the following corrections in the exhibits to the Original Form 10-K:  (a) referencing the correct periodic report in Exhibits 31.1, 31.2, 32.1 and 32.2 and (b) including Exhibit 23.1 which was inadvertently omitted from our Original Form 10-K but previously included with our Form 8-K filed on September 5, 2012. No other changes have been made to the Original Form 10-K.


This Form 10-K/A reflects information as of the original filing date of our Original Form 10-K, does not reflect events occurring after that date and does not modify or update in any way disclosures made in the Original Form 10-K, except as specifically noted above.











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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


OPEN TEXT CORPORATION


Date: January 25, 2013


By:/s/    MARKBARRENECHEAMark BarrenecheaPresident and Chief Executive Officer(Principal Executive Officer)








SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.





Date: January 25, 2013


By:/s/    MARKBARRENECHEAMark BarrenecheaPresident and Chief Executive Officer(Principal Executive Officer)/s/    PAULMCFEETERSPaul McFeetersChief Financial Officer and Chief Administrative Officer(Principal Financial Officer)/s/    SUJEETKINISujeet KiniVice President, Controller(Principal Accounting Officer)








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DIRECTORS


SignatureTitleDate/s/  MARK BARRENECHEADirector, President and Chief Executive Officer (Principal Executive Officer)January 25, 2013Mark Barrenechea/S/  P. THOMAS JENKINSDirector, Executive Chairman and Chief Strategy OfficerJanuary 25, 2013P. Thomas Jenkins/S/  RANDY FOWLIEDirectorJanuary 25, 2013Randy Fowlie/S/  GAIL E. HAMILTONDirectorJanuary 25, 2013Gail E. Hamilton/S/  BRIAN J. JACKMANDirectorJanuary 25, 2013Brian J. Jackman/S/  DEBORAH WEINSTEINDirectorJanuary 25, 2013Deborah Weinstein/S/  STEPHEN J. SADLERDirectorJanuary 25, 2013Stephen J. Sadler/S/  MICHAEL SLAUNWHITEDirectorJanuary 25, 2013Michael Slaunwhite/S/  KATHARINE B. STEVENSONDirectorJanuary 25, 2013Katharine B. Stevenson





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EXHIBITS TO FORM 10-K/A








ExhibitNumberDescription of Exhibit23.1Consent of Independent Registered Public Accounting Firm.31.1Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.








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