UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~November~~December 1224, 2019 ~~(November 10, 2019)~~

~~CARBONITE~~Carbonite, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35264	33-1111329
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Avenue de Lafayette

Boston, Massachusetts 02111

(Address of principal executive offices, including ~~Zip~~zip ~~Code~~code)

(617) 587-1100

(Registrant’s telephone number, including area code)

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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):

☐	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~~l 4d-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, par value $0.01 per share

CARB

The Nasdaq Stock Market LLC

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 1.01 Entry into a Material Definitive Agreement.

~~Agreement~~On December 24, 2019, in connection with the Merger (as defined below), Carbonite, Inc., a Delaware corporation (the “Company”), entered into a first supplemental indenture, dated as of December 24, 2019 (the “Supplemental Indenture”), with U.S. Bank National Association, as trustee (the “Trustee”), to the Indenture dated as of April 4, 2017 between the Company, as issuer, and ~~Plan~~the Trustee, relating to the Company’s 2.50% Convertible Senior Notes due 2024 (the “Notes”) (as supplemented by the Supplemental Indenture, the “Indenture”). The Supplemental Indenture provides that, at and after the effective time of the Merger, the right to convert each $1,000 principal amount of the Notes will be changed into the right to convert such principal amount of the Notes solely into cash in an amount equal to the Conversion Rate (as defined in the Indenture) in effect on the Conversion Date (as defined in the Indenture) (as may be increased by any additional shares pursuant to Section 14.03 of the Indenture) multiplied by $23.00.

OnThe ~~November 10,~~foregoing ~~2019,~~is ~~Carbonite,~~only ~~Inc.,~~ a ~~Delaware~~brief ~~corporation~~description ~~(“Carbonite”),~~of ~~entered~~the ~~into~~Supplemental anIndenture ~~Agreement~~ and ~~Plan~~is ofqualified ~~Merger~~in ~~(the~~its ~~“Merger~~entirety ~~Agreement”)~~by ~~with~~reference ~~Open~~to ~~Text~~the ~~Corporation~~Supplemental Indenture, a ~~Canadian~~copy ~~corporation~~of ~~(“OpenText”),~~which ~~and~~is ~~Coral~~filed ~~Merger~~as ~~Sub~~Exhibit ~~Inc~~4.,1 ato ~~Delaware~~this ~~corporation~~Current ~~and~~Report aon ~~wholly~~Form ~~owned subsidiary of OpenText (“Merger Sub”)~~8-K.

~~Pursuant~~Item to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the “Offer”) no later than November 25, 2019, to acquire all of the outstanding shares of common stock of Carbonite, $01.0102 ~~par~~Termination ~~value per share (the “Shares”), at an offer price~~ of ~~$23.00~~a ~~per~~Material ~~Share~~Definitive ~~in cash (the “Offer Price”), net to the seller of any withholding of taxes and without interest thereon.~~ Agreement

~~The~~Credit ~~obligation of Merger Sub to purchase Shares tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger~~ Agreement, including (i) that there shall have been validly tendered and not subsequently validly withdrawn Shares that, considered together with all other Shares, if any, beneficially owned by OpenText and affiliated entities, represent one more Share than 50% of the total number of Shares outstanding immediately following consummation of the Offer (the “Minimum Condition”); (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and receipt of a decision to authorize, not to oppose, or not to exercise jurisdiction over the transactions contemplated by the Merger Agreement from the competition authority in Germany (the “German Antitrust Approval”); and (iii) those other conditions set forth in Annex I to the Merger Agreement (collectively, the “Offer Conditions”).

~~The~~In ~~Offer~~connection ~~will~~with ~~initially~~the ~~expire~~completion onof the ~~date~~Merger ~~that is twenty~~ (~~20) business~~as ~~days~~defined ~~following the commencement of the Offer~~below), ~~unless~~on ~~otherwise agreed to in writing by OpenText and Carbonite. The expiration date may be extended under the following circumstances: (i)~~December if24, as2019, of the ~~then-scheduled~~Company ~~expiration~~terminated ~~date,~~its ~~any~~credit ~~Offer~~agreement ~~Condition~~(the is“Credit ~~not satisfied and has not been waived~~Agreement”), ~~Merger~~dated ~~Sub may~~March 26, ~~without the consent of Carbonite~~2019, ~~extend~~with ~~the~~Barclays ~~Offer~~Bank onPLC ~~one~~as oradministrative ~~more~~agent ~~occasions,~~and ~~for~~certain ~~additional~~other ~~periods~~lenders. ofIn upconnection towith ~~ten~~such ~~(10) business days per extension~~termination, tothe ~~permit~~Company ~~such~~paid ~~Offer~~Barclays ~~Condition~~Bank toPLC beapproximately ~~satisfied; (ii)~~$469.95 ~~if,~~million asin ofaggregate ~~the then-scheduled expiration date~~principal, ~~any~~interest ~~Offer~~and ~~Condition~~fees ~~(other~~that ~~than~~were ~~the~~outstanding ~~Minimum Condition) is not satisfied~~ and ~~has~~payable ~~not~~under ~~been~~the ~~waived~~Credit byAgreement ~~Merger Sub in its sole discretion, Merger Sub shall,~~ at the ~~request~~time of ~~Carbonite~~its termination, ~~extend~~and ~~the~~all ~~Offer~~liens on ~~one~~assets ~~or more occasions, for additional periods~~ of upthe toCompany ~~ten~~and ~~(10) business~~its ~~days~~subsidiaries ~~per~~guaranteeing ~~extension, to permit~~ such ~~Offer Condition(s) to be satisfied; (iii) if~~facility, astogether ofwith ~~the~~such ~~then-scheduled~~subsidiary ~~expiration date~~guarantees, ~~all~~were ~~Offer~~released ~~Conditions~~and ~~have~~terminated. ~~been~~The ~~satisfied~~Company orincurred ~~waived~~no byearly ~~Merger~~termination ~~Sub~~penalty in ~~its~~connection ~~sole~~with ~~discretion,~~termination ~~other than the Minimum Condition, Merger Sub shall, at the request~~ of ~~Carbonite, extend~~ the ~~Offer~~Credit onAgreement. upThe tomaterial ~~three~~terms ~~(3) occasions, for additional periods~~ of ~~up to ten (10) business days per extension, to permit~~ the ~~Minimum~~Credit ~~Condition~~Agreement toare bedescribed ~~satisfied;~~in ~~and (iv) Merger Sub shall extend~~ the ~~Offer~~Current ~~from~~Report ~~time~~on toForm ~~time~~8-K ~~for,~~filed ~~(A) any period required~~ by ~~any~~the ~~legal~~Company ~~requirement,~~with ~~any interpretation or position of~~ the U.S. Securities and Exchange Commission (the “SEC”) oron ~~its staff or Nasdaq applicable to the Offer; and (B)~~March ~~periods of up to ten (10) business days per extension~~26, until all waiting periods (and any extensions thereof) applicable to the consummation of the Offer under the HSR Act and any foreign antitrust or competition-related legal requirement shall have expired or been terminated2019. ~~Without~~Such ~~the~~description ~~written~~is ~~consent~~incorporated ofherein ~~Carbonite,~~by Merger Sub shall not be permitted to, and without the written consent of Merger Sub, Merger Sub shall not be required to, extend the Offer beyond the earlier to occur of the termination of the Agreement and the End Datereference. ~~Merger Sub shall not terminate the Offer prior to the expiration date without the written consent of Carbonite.~~

~~Subject~~Item to2.01 ~~the~~Completion ~~satisfaction or waiver~~ of ~~the~~Acquisition ~~Offer~~or ~~Conditions,~~Disposition ~~Merger Sub will (i) promptly after the expiration date~~ of the Offer accept for payment all Shares tendered (and not validly withdrawn) pursuant to the Offer (the time of such acceptance, the “Offer Acceptance Time”) and (ii) promptly after the Offer Acceptance Time pay for such SharesAssets.

OnAs ~~the~~previously ~~date~~announced, ofon November 10, 2019, Open Text Corporation, a corporation incorporated under the ~~consummation~~federal laws of ~~the~~Canada ~~Offer~~(“OpenText”) and ~~upon~~Coral ~~the~~Merger ~~terms~~Sub Inc., a Delaware corporation and ~~subject~~a towholly-owned ~~the~~subsidiary ~~conditions~~of ~~set~~OpenText ~~forth~~(“Purchaser”), inentered ~~the~~into ~~Merger~~an Agreement and inPlan ~~accordance~~of ~~with~~Merger ~~Section 251~~(hthe “Merger Agreement”) ofwith the ~~Delaware~~Company. ~~General~~Pursuant ~~Corporation~~to ~~Law,~~the Merger ~~Sub~~Agreement, ~~will~~and ~~merge~~on ~~with~~the terms and ~~into~~subject ~~Carbonite,~~to ~~with~~the ~~Carbonite~~conditions ~~surviving~~thereof, asPurchaser commenced a ~~wholly~~tender ~~owned~~offer ~~subsidiary~~on ofNovember 25, ~~OpenText~~2019 ~~(the~~to ~~“Merger”),~~acquire ~~without~~all aof ~~meeting~~the oroutstanding ~~vote~~shares of ~~stockholders~~common ofstock, ~~Carbonite.~~par Atvalue ~~the~~$0.01 ~~effective~~per ~~time~~share, of the ~~Merger~~Company (~~the~~each, ~~“Effective~~a ~~Time~~“Share”), ~~the~~at ~~Shares~~a ~~not~~purchase ~~purchased~~price ~~pursuant~~of to$23.00 ~~the~~per ~~Offer~~Share ~~(other~~in ~~than~~cash, ~~Shares~~without ~~held~~interest byand ~~Carbonite,~~net ~~OpenText,~~of ~~Merger~~applicable ~~Sub,~~withholding ~~any~~of ~~wholly~~taxes ~~owned~~(the ~~subsidiary~~“Offer ~~of Carbonite~~Price”), ~~OpenText~~upon orthe ~~Merger~~terms ~~Sub~~and orconditions byset ~~stockholders~~forth ofin ~~Carbonite~~the ~~who~~Offer ~~have~~to ~~perfected~~Purchase ~~their~~dated ~~statutory~~November 25, ~~rights~~2019 of(as ~~appraisal~~amended ~~under~~or ~~Delaware~~supplemented, ~~law)~~the ~~will~~“Offer ~~each~~to bePurchase”), ~~converted~~and ~~into~~in the ~~right~~related toLetter ~~receive~~of ~~the~~Transmittal ~~Offer~~(as ~~Price,~~amended inor ~~each~~supplemented, ~~case~~the ~~without~~“Letter ~~interest~~of Transmittal” and ~~net~~together ofwith ~~any~~the ~~withholding~~Offer to Purchase, the “Offer”).

InOn ~~addition~~December 24, at2019, OpenText announced that the ~~Effective~~Offer ~~Time~~expired at one minute after 11:59 P.M., ~~each~~Eastern ~~option~~time, toon ~~purchase~~December 23, ~~Shares~~2019 (athe “~~Company~~Expiration ~~Stock Option~~Time”). ~~that~~The isDepositary ~~then~~(as ~~outstanding,~~defined ~~whether~~in orthe ~~not~~Offer ~~vested~~to orPurchase) ~~exercisable,~~has ~~and~~advised ~~which~~OpenText ~~has~~and aPurchaser ~~per~~that ~~share~~immediately ~~exercise~~prior ~~price~~to ~~that~~the isExpiration ~~less~~Time ~~than~~there ~~the~~were ~~Offer~~validly ~~Price,~~tendered ~~will~~and benot ~~cancelled~~withdrawn (and ~~converted~~excluding ~~into~~any ~~the~~Shares ~~right~~tendered pursuant to ~~receive~~guaranteed adelivery ~~cash~~procedures ~~payment~~that ~~equal~~have tonot yet been “received” (i)as defined in Section 251(h)(6)(f) of the ~~excess~~Delaware General Corporation Law (the “DGCL”)), ifa ~~any~~total of 28,703,509 Shares. The validly tendered Shares represent approximately 81.51% of ~~(A)~~ the ~~Offer~~Shares ~~Price~~outstanding ~~over~~immediately ~~(B)~~ prior to the ~~exercise~~Expiration ~~price~~Time. ~~payable~~In ~~per~~addition, ~~Share~~notices ~~under~~of ~~such~~guaranteed ~~Company~~delivery ~~Stock~~have ~~Option,~~been ~~multiplied~~delivered bywith ~~(ii) the~~respect ~~total~~to 3,482,105 Shares. The number of Shares ~~subject~~(excluding Shares tendered pursuant to ~~such~~guaranteed ~~Company~~delivery ~~Stock~~procedures ~~Option.~~that ~~Each~~have ~~Company~~not ~~Stock~~yet ~~Option~~been ~~with~~“received” a(as ~~per~~defined ~~share~~in ~~exercise~~Section 251(h)(6)(f) ~~price~~of ~~that~~the isDGCL)) ~~equal~~tendered into the Offer satisfied the Minimum Condition (as defined in the Merger Agreement) immediately prior to orthe ~~greater~~Expiration ~~than~~Time. All conditions to the Offer ~~Price~~have ~~will~~been besatisfied ~~cancelled~~or ~~with~~waived. noPurchaser ~~consideration~~has ~~payable~~accepted infor ~~respect~~payment ~~thereof~~all Shares that were validly tendered pursuant to the Offer and not withdrawn prior to the Expiration Time.

AtOn December 24, 2019, following the ~~Effective~~expiration ~~Time~~of the Offer and acceptance for payment of the Shares tendered pursuant to the Offer, ~~each~~OpenText ~~time~~completed ~~vesting~~its ~~restricted~~acquisition ~~stock~~of ~~unit~~the ~~with~~Company ~~respect~~pursuant to ~~Shares~~the (aterms “of the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement, Purchaser merged with and into the Company ~~RSU~~(the “Merger”), ~~that~~with isthe ~~then~~Company ~~outstanding~~surviving the Merger as a wholly-owned subsidiary of OpenText, ~~whether~~without a stockholder vote to adopt the Merger Agreement or ~~not~~effect ~~vested~~the Merger in accordance with Section 251(h) of the DGCL. As a result of the Merger, ~~will~~each beShare ~~cancelled~~outstanding ~~and~~immediately prior to the effective time of the Merger (the “Effective Time”) was converted into the right to receive athe ~~cash~~Merger ~~payment~~Consideration ~~equal~~(as todefined in the ~~product~~Merger Agreement) in cash, without interest, and net of applicable withholding of taxes (i) which is the same amount per Share that will be paid in the Offer), ~~Price~~other ~~and~~than Shares held by OpenText or the Company, or by any wholly-owned subsidiary of OpenText (iiincluding Purchaser) or the ~~number~~Company, or held by stockholders who properly exercised appraisal rights under Section 262 of the DGCL or Shares ~~subject~~irrevocably toaccepted ~~such~~for ~~Company~~purchase ~~RSU~~pursuant to the Offer.

AtAs ~~the Effective Time, each performance vesting restricted stock unit with respect to Shares (~~a ~~“Company~~result ~~PSU”),~~of ~~that~~the ~~is then outstanding~~Merger, ~~whether or not vested, (i) for which~~ the ~~applicable~~Shares ~~performance period has ended prior to the Effective Time,~~ will be ~~cancelled~~delisted and ~~converted~~will ~~into~~cease ~~the~~trading ~~right~~on tothe ~~receive~~Nasdaq aStock ~~cash~~Market ~~payment~~LLC ~~equal to the product of~~ (A“Nasdaq”) ~~the~~. ~~Offer~~OpenText ~~Price~~ and ~~(B) the~~Purchaser ~~number~~intend ~~of Shares subject~~ to ~~such~~take ~~Company~~steps ~~PSU (determined based on actual performance); (ii) for which the applicable performance period is ongoing immediately prior~~ to ~~the~~cause ~~Effective Time and which is measured based on~~ the ~~attainment~~termination of ~~annual recurring revenue and adjusted EBITDA targets, will be cancelled and converted into~~ the ~~right~~registration ~~to receive a cash payment equal to the product~~ of ~~(A)~~ the ~~Offer~~Shares ~~Price~~under ~~and (B)~~ the ~~number~~Securities ofExchange ~~Shares~~Act ~~subject to such Company PSU (determined based on 100%~~ of ~~target~~1934, ~~performance);~~as ~~and~~amended (~~iii) for which~~ the ~~applicable~~“Exchange ~~performance~~Act”) ~~period is ongoing immediately prior to the Effective Time~~ and ~~which is measured based on relative total shareholder return with respect~~ to ~~the~~suspend ~~Shares,~~all ~~will be cancelled and converted into the right to receive a cash payment equal to the product~~ of ~~(A)~~ the ~~Offer Price and (B) the number of Shares subject to such~~ Company’s ~~PSU~~reporting ~~(determined~~obligations byunder the ~~board~~Exchange ofAct ~~directors~~as ofpromptly ~~Carbonite~~as ~~in consultation with OpenText)~~practicable.

~~Each~~The ~~award~~foregoing description of ~~Shares~~the ~~subject~~Merger toAgreement ~~vesting~~and ~~restrictions~~the ~~shall~~transactions ~~become~~contemplated ~~fully~~thereby ~~vested~~does ~~immediately~~not ~~prior~~purport to ~~the~~be ~~Effective~~complete ~~Time~~and is subject to, and ~~converted~~qualified ~~into~~in its entirety by, the ~~right~~full totext ~~receive~~of the ~~Offer~~Merger ~~Price~~Agreement, ~~following~~which was attached as Exhibit 2.1 to the ~~Effective~~Current ~~Time~~Report on Form 8-K filed by the Company with the SEC on November 12, 2019, and which is incorporated herein by reference.

~~The~~Item ~~Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature~~2.04 ~~Among~~Triggering ~~other~~Events ~~things,~~That ~~until~~Accelerate ~~the earlier of the termination of the Merger Agreement~~ or ~~the~~Increase ~~Effective~~a ~~Time,~~Direct ~~Carbonite~~Financial ~~has~~Obligation agreed to operate its business in the ordinary course consistent with past practice and has agreed to certain other operating covenants, as set forth more fully in the Merger Agreement. The Merger Agreement also prohibits Carbonite’s solicitation of proposals relating to alternative transactions and restricts Carbonite’s ability to furnish information to, or ~~participate~~an inObligation ~~any~~under ~~discussions~~an orOff-Balance ~~negotiations~~Sheet ~~with, any third party with respect to any such transaction, subject to certain limited exceptions~~Arrangement.

The ~~Merger~~disclosures ~~Agreement also contains termination provisions for both Carbonite and OpenText and further provides that, upon termination of the Merger Agreement~~ under ~~specified~~Item circumstances, including termination by Carbonite to enter into a definitive agreement with respect to an unsolicited superior proposal, Carbonite will be required to pay a termination fee of $28,902,775 (the “Termination Fee”)1.01 ~~A superior proposal includes a written proposal pursuant to which a third party would acquire 90% or more of the revenues, net income or assets of Carbonite~~ and ~~its~~Item subsidiaries or of the voting power of Carbonite, on terms that the board of directors of Carbonite determines in its good faith (after consultation with its financial and outside legal advisors) to be more favorable to Carbonite’s stockholders (solely in their capacity as such) from a financial point of view than the Merger and the Offer, taking into account all terms and conditions of such proposal and the Merger Agreement, and all other financial, legal, regulatory and other aspects of such proposal that the board of directors of Carbonite considers in good faith to be appropriate (including the conditionality, and the timing and likelihood of consummation of such proposal)8.01 ~~Any~~are ~~termination~~incorporated ofherein ~~the Merger Agreement~~ by Carbonite in connection with a superior proposal is subject to certain conditions, including Carbonite’s compliance with certain procedures set forth in the Merger Agreement and a determination by the board of directors of Carbonite, in good faith and after consultation with outside counsel, that the failure to take such action would be inconsistent with their fiduciary duties under applicable law and payment of the Termination Fee by Carbonitereference.

InItem ~~addition,~~3.01 ~~either~~Notice ~~Carbonite~~of Delisting or ~~OpenText~~Failure ~~may terminate the Merger Agreement, at any time prior~~ to ~~the~~Satisfy ~~time~~a ~~Merger~~Continued ~~Sub~~Listing ~~accepts~~Rule ~~the Shares tendered pursuant to the Offer for payment, if the Offer Acceptance Time has not occurred on~~ or ~~before~~Standard; ~~March 31,~~Transfer ~~2020~~of ~~(the “End Date”)~~Listing.

~~Additional~~As ~~Information~~a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, the Company no longer fulfills the numerical listing requirements of Nasdaq. Accordingly, on December 24, 2019, (i) the Company requested that Nasdaq suspend trading of the Shares effective at the close of business on December 24, 2019, (ii) the Company notified Nasdaq of its intent to remove its Shares from listing on Nasdaq, and (iii) Nasdaq filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, on Form 25 to delist and deregister the Shares. The delisting will become effective ten days after the filing of the Form 25. The Company also intends to file with the SEC a certification on Form 15 under the Exchange Act requesting deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act and deregistration of its Shares under Section 12(g) of the Exchange Act.

The ~~foregoing~~information ~~description~~set offorth ~~the~~or ~~Merger~~incorporated ~~Agreement~~by isreference ~~not complete and is qualified~~ in ~~its~~Item ~~entirety~~2.01 byof ~~reference~~this toCurrent ~~the~~Report ~~Merger~~on ~~Agreement,~~Form ~~which~~8-K is ~~attached~~incorporated asby ~~Exhibit~~reference ~~2.1~~into to this ~~report~~Item ~~and incorporated herein by reference~~3.01.

~~The~~Item ~~Merger Agreement and the foregoing description have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement~~3.03 ~~They~~Material ~~are~~Modifications ~~not intended~~ to ~~provide~~Rights ~~any other factual information about Carbonite. The representations, warranties and covenants contained in the Merger Agreement were or will be made only as~~ of ~~specified~~Security dates for the purposes of the Merger Agreement, were (except as expressly set forth therein) solely for the benefit of the parties to such agreements and may be subject to qualifications and limitations agreed upon by such partiesHolders. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. Investors are not third-party beneficiaries under the Merger Agreement. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

~~Notice~~The toinformation ~~Investors~~set forth or incorporated by reference in Items 2.01, 3.01 and ~~Security~~5.01 ~~Holders~~of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~The~~Item ~~Offer referred to in this Current Report on Form 8-K (the “Current Report”) has not yet commenced~~5.01 ~~The~~Changes ~~description contained~~ in ~~this~~Control ~~Current Report is neither an offer to purchase nor a solicitation~~ of ~~an offer to sell any securities, nor is it a substitute for the tender offer materials that OpenText and Merger Sub will file with the SEC~~Registrant. The solicitation and offer to buy Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the Offer is commenced, OpenText and Merger Sub will file a tender offer statement on Schedule TO and thereafter Carbonite will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting OpenText or Carbonite. Copies of the documents filed with the SEC by Carbonite will be available free of charge on Carbonite’s internet website at https://investor.carbonite.com or by contacting Carbonite’s Investor Relations Department at (617) 587-1102. Copies of the documents filed with the SEC by OpenText will be available free of charge on OpenText’s internet website at https://investors.opentext.com or by contacting OpenText’s Investor Relations Department at (415) 963-0825.

InAs ~~addition~~a toresult ~~the~~of ~~offer to purchase,~~ the ~~related~~completion ~~letter~~ of ~~transmittal and certain other tender offer documents, as well as~~ the ~~solicitation/recommendation statement~~Offer, ~~Carbonite~~a ~~and~~change ~~OpenText~~in ~~will~~control ~~each~~of ~~file~~the ~~annual,~~Company ~~quarterly~~occurred. ~~and~~Upon ~~current reports with~~ the ~~SEC.~~consummation ~~You~~of ~~may read and copy any reports or other information filed by OpenText or Carbonite at~~ the ~~SEC public reference room at 100 F Street~~Merger, ~~N.E., Washington, D.C. 20549. Please call~~ the ~~SEC~~Company atbecame 1a wholly-~~800-SEC-0330~~owned ~~for~~subsidiary ~~further~~of ~~information~~OpenText. onThe ~~the~~total ~~public~~merger ~~reference~~consideration ~~room.~~paid ~~Carbonite’s~~in ~~and~~connection ~~OpenText’s filings~~ with the ~~SEC~~Offer ~~are also available to the public from commercial document-retrieval services~~ and at the ~~website~~Merger ~~maintained~~was byapproximately ~~the SEC at http://www~~$894.~~sec~~19 million.~~gov.~~

~~Forward~~The ~~Looking~~information ~~Statements~~set forth or incorporated by reference in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~The~~Item ~~information~~5.02 ~~contained~~Departure inof ~~this~~Directors ~~Current~~or ~~Report~~Certain isOfficers; asElection of ~~November 12,~~Directors; ~~2019.~~Appointment ~~Carbonite~~of ~~assumes~~Certain noOfficers; ~~obligation~~Compensatory toArrangements ~~update forward-looking statements contained in this Current Report as the result~~ of ~~new~~Certain ~~information or future events or developments~~Officers.

~~This~~In ~~Current~~accordance ~~Report~~with ~~contains forward-looking information related to Carbonite, OpenText and~~ the ~~proposed~~terms ~~acquisition~~ of ~~Carbonite~~the byMerger ~~OpenText~~Agreement ~~that involves substantial risks~~ and ~~uncertainties~~effective ~~that~~as ~~could~~of ~~cause~~the ~~actual~~Effective ~~results~~Time toon ~~differ~~December 24, ~~materially~~2019, ~~from~~Stephen ~~those~~Munford, ~~expressed~~David orFriend, ~~implied~~Todd byKrasnow, ~~such~~Scott ~~statements.~~Daniels, ~~Forward-looking~~Charles ~~statements~~Kane, inMarina ~~this~~Levinson ~~document~~ and ~~the~~Linda ~~accompanying~~Connly ~~exhibits~~resigned ~~include,~~as ~~among~~members ~~other things, statements about the potential benefits~~ of the ~~proposed acquisition, Carbonite~~Company’s ~~and~~Board ~~OpenText’s~~of ~~plans,~~Directors ~~objectives, expectations~~ and ~~intentions~~Gordon ~~and the anticipated timing of closing of the proposed acquisition~~A. ~~Risks~~Davies and ~~uncertainties~~Madhu ~~include~~Ranganathan, ~~among other things, risks related to~~ the ~~satisfaction~~directors ~~or waiver~~ of ~~the~~Purchaser ~~conditions~~immediately toprior ~~closing the proposed acquisition (including the failure~~ to ~~obtain necessary regulatory approvals) in~~ the ~~anticipated~~Effective ~~timeframe or at all~~Time, ~~including~~became ~~uncertainties~~the asdirectors ~~to how many~~ of ~~Carbonite’s stockholders will tender their shares in~~ the ~~tender~~Company. ~~offer~~At ~~and~~ the ~~possibility~~time ~~that~~Mr. Davies the acquisition does not close; the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and ~~receipt~~Ms. Ranganathan ofassumed ~~regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals and~~ the ~~risk~~roles ~~that one or more governmental entities may deny approval); risks related to the ability to realize the anticipated benefits~~ of ~~the proposed acquisition~~directors, ~~including~~it ~~the~~had ~~possibility that the expected benefits and accretion from the proposed acquisition will~~ not beyet ~~realized~~been ordetermined will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; Carbonite’s ability to integrate the Webroot acquisition and achieve the expected benefits of such acquisition; Carbonite’s ability to profitably attract new customers and retain existing customers; Carbonite’s dependence on ~~the~~which ~~market for cloud backup services~~committees, ~~and~~if ~~its ability to manage growth~~any, ~~changes~~of ~~in economic or regulatory conditions or other trends affecting~~ the ~~Internet~~Company’s ~~and~~Board the information technology industry; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; unknown liabilities; the risk of ~~litigation~~Directors ~~and/or~~each ~~regulatory actions related to the proposed acquisition; other business effects, including the effects~~ of ~~industry,~~them ~~market,~~would ~~economic, political or regulatory conditions; future exchange and interest rates; and changes in tax and other laws, regulations, rates and policies~~serve.

AIn ~~further~~addition, ~~description~~effective as of ~~risks~~the ~~and~~Effective ~~uncertainties~~Time ~~relating~~on toDecember 24, ~~Carbonite~~2019, ~~can~~the beCompany ~~found~~removed inStephen ~~Carbonite’s~~Munford ~~Annual~~as ~~Report~~Interim onChief ~~Form~~Executive ~~10-K~~Officer ~~for~~and ~~the~~President, ~~fiscal~~Anthony ~~year~~Folger ~~ended~~as ~~December 31~~Chief Financial Officer, ~~2018~~John Post as Chief Operating Officer, ~~and~~Chad inBacher ~~its~~as ~~subsequent~~Chief ~~Quarterly~~Product ~~Reports~~Officer, onHal ~~Form~~Lonas ~~10-Q~~as ~~and~~Chief ~~Current~~Technology ~~Reports~~Officer, onCraig ~~Form~~Stilwell ~~8-K~~as Chief Revenue Officer, ~~all~~Cassandra Hudson as Vice President of ~~which~~Finance ~~are~~and ~~filed~~Chief ~~with~~Accounting ~~the~~Officer ~~SEC~~and Paul Mellinger as Senior Vice President of Global Sales; and ~~available~~the atCompany ~~www.sec.gov~~appointed Madhu Ranganathan as President and ~~www~~Treasurer, and Gordon Davies as Secretary.~~carbonite.com.~~

Information about Mr. Davies and Ms. Ranganathan is contained in the Offer to Purchase, filed as Exhibit (a)(l)(A) to the Tender Offer Statement on Schedule TO originally filed by OpenText and Purchaser with the SEC on November 25, 2019, which is included as Exhibit 20.1 to this Current Report on Form 8-K and incorporated herein by reference into this Item 5.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On December 24, 2019, OpenText issued a press release (the “Press Release”) regarding the matters described in this Current Report on Form 8-K. A copy of the Press Release was filed as Exhibit (a)(5)(M) to Amendment 5 to the Schedule TO filed by OpenText on December 26, 2019. The Press Release is incorporated by reference into this Item 7.01, and the foregoing description of the Press Release is qualified in its entirety by the full text of the Press Release. The information in this Item 7.01 (and in the Press Release) is being furnished to, and shall not be deemed “filed” with, the SEC for purposes of the Section 18 of the Exchange Act. The website addresses of OpenText and the Company are included in the Press Release as inactive textual references only. The information contained on these websites is not part of the Press Release and shall not be deemed furnished to the SEC.

Item 8.01

Other Events.

OnThe ~~November 11,~~description ~~2019,~~contained ~~Carbonite~~in ~~issued~~Item ~~a press release announcing the execution of the Merger Agreement~~1.01 ~~A copy~~ of ~~the press release is attached to~~ this Current Report on Form 8-K asis ~~Exhibit~~hereby ~~99.1~~incorporated ~~and~~by isreference ~~incorporated~~in ~~herein~~its byentirety ~~reference~~into this Item 8.01.

The consummation of the Merger constitutes a Fundamental Change, a Make-Whole Fundamental Change and a Specified Corporate Event under the Indenture (each, as defined in the Indenture). Accordingly, the effective date of the Fundamental Change and the Specified Corporate Event and the Effective Date (as defined in the Indenture) of the Make-Whole Fundamental Change is December 24, 2019. The Indenture provides that, as a result of the Fundamental Change, and subject to the terms of the Indenture, each holder of the Notes will have the right to require the Company to purchase such holder’s Notes for cash at a repurchase price equal the principal amount of such Notes plus accrued and unpaid interest thereon to, but excluding, the repurchase date designated by the Company (the “Fundamental Change Repurchase Date”) in a notice to the holders of the Notes and the Trustee (the “Fundamental Change Company Notice”), which Fundamental Change Repurchase Date will be not less than 20 or more than 35 calendar days following the date of delivery of the Fundamental Change Company Notice. Alternatively, as a result of the Make-Whole Fundamental Change, and subject to the terms of the Indenture, each holder of the Notes will have the right to surrender such holder’s Notes for conversion at any time from and after December 24, 2019 and until 5:00 p.m., New York City time, on the Business Day (as defined in the Indenture) immediately preceding the Fundamental Change Repurchase Date (such period, the “Make-Whole Fundamental Change Period”). Holders who convert their Notes during the Make-Whole Fundamental Change Period will be entitled to convert their Notes at an increased Conversion Rate as provided in Section 14.03 of the Indenture. Pursuant to Section 14.03 of the Indenture, the Conversion Rate applicable to Notes that are surrendered for conversion during the Make-Whole Fundamental Change Period, will be increased by 7.7633 per $1,000 principal amount of Notes to yield a Conversion Rate of 38.7034 per $1,000 principal amount of Notes. Accordingly, the total amount of conversion consideration to be paid for each $1,000 principal amount of Notes surrendered for conversion during the Make-Whole Fundamental Change Period is expected to be $1,068.7341 in cash. In accordance with the Indenture, the Company will provide the Fundamental Change Company Notice on or before the 20^th Business Day after the occurrence of the Merger.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
Exhibit No.		Description
	2.1	Agreement and Plan of Merger, dated as of November 10, 2019, by and among ~~Carbonite~~Open Text Corporation, Coral Merger Corp., Inc. and Carbonite, ~~Open~~Inc. ~~Text~~(incorporated ~~Corporation~~by ~~and~~reference ~~Coral~~to ~~Merger~~Exhibit ~~Sub~~2.1 to the Current Report on Form 8-K filed by Carbonite, Inc.* on November 12, 2019)
	99.1	Carbonite Press Release, dated November 11, 2019.
	3.1	Ninth Amended and Restated Certificate of Incorporation of Carbonite, Inc.
	3.2	Amended and Restated Bylaws of Carbonite, Inc.
	4.1	Indenture (including form of Note), dated as of April 4, 2017, by and between Carbonite, Inc. and U.S. Bank National Association, as trustee. (Filed as Exhibit 4.1 to Form 8-K filed with the Securities and Exchange Commission on April 4, 2017 and incorporated herein by reference.)
	4.2	First Supplemental Indenture, dated as of December 24, 2019 between Carbonite, Inc. and U.S. Bank National Association, as trustee.
	20.1	Offer to Purchase dated November 25, 2019 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Open Text Corporation on November 25, 2019)
	99.1	Press Release issued by Open Text Corporation on December 24, 2019 (incorporated by reference to Exhibit (a)(5)(M) to Amendment 5 to the Schedule TO filed by Open Text Corporation on December 26, 2019)
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

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

Carbonite, Inc. By: /s/ Anthony Folger Anthony Folger Chief Financial Officer

Dated: November 12, 2019

CARBONITE, INC.

December 26, 2019

/s/ Gordon A. Davies

Gordon A. Davies
Secretary

Filing Compare · Carbonite Inc