UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
OPEN TEXT CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK (NO PAR VALUE)
--------------------------------------------------------------------------------
(Title of Class of Securities)
683715106
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2003
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 683715106
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GUARDIAN CAPITAL INC.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
CANADA
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power
Shares -0-
-----------------------------------------------------
Beneficially 6. Shared Voting Power
Owned by -0-
-----------------------------------------------------
Each 7. Sole Dispositive Power
Reporting -0-
-----------------------------------------------------
Person With 8. Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IA
--------------------------------------------------------------------------------
ITEM 1.
(a) Name of Issuer
OPEN TEXT CORPORATION
(b) Address of Issuer's Principal Executive Offices
185 COLUMBIA STREET WEST, WATERLOO, ONTARIO, CANADA N2L 5Z5
ITEM 2.
(a) Name of Person Filing
GUARDIAN CAPITAL INC.
(b) Address of Principal Business Office or, if none, Residence
COMMERCE COURT WEST, SUITE 3100, P.O. BOX 201, TORONTO, ONTARIO,
CANADA M5L 1E8
(c) Citizenship
CANADA
(d) Title of Class of Securities
COMMON STOCK
(e) CUSIP Number
683715106
ITEM 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ X ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of -0-
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d3(d)(1).
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ X ].
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person. NOT
APPLICABLE.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person. NOT APPLICABLE.
If a parent holding company or Control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
ITEM 8. Identification and Classification of Members of the Group NOT
APPLICABLE.
If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
ITEM 9. Notice of Dissolution of Group NOT APPLICABLE.
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
ITEM 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 13, 2004
----------------------------
Date
By /s/ C. Verner Christensen
----------------------------
Signature
C. Verner Christensen, Senior Vice-President,
Compliance and Secretary
---------------------------------------------
Name/Title