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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
Open Text Corporation
Common Stock
683715
December 31/2007
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
Rule 13d-1(b) X
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).
Persons who respond to the collection of information
contained in this form are notrequired to respond
unless the form displays a currently valid OMB
control number.
SEC 1745 (3-06) Page 1 of 6 pages
CUSIP No. 683715
.......................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Beutel, Goodman & Company Ltd.
......................................................
.........................
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
......................................................
............................
(b)
......................................................
............................
3. SEC Use Only
......................................................
............................
4. Citizenship or Place of Organization
Ontario, Canada
......................................................
......................
Number of
5. Sole Voting Power 4,925,598
......................................................
............................
Shares Beneficially by
6. Shared Voting Power 0
......................................................
.......................
Owned by Each Reporting
7. Sole Dispositive Power 5,593,898
......................................................
............
Person With: 8. Shared Dispositive Power 0
......................................................
............................
9. Aggregate Amount Beneficially Owned by Each
Reporting Person.
5,593,898
......................................................
..................
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
............................................
11. Percent of Class Represented by Amount in Row (9)
13.79
......................................................
....................
12. Type of Reporting Person (See Instructions)
IA
......................................................
.......................
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) Names and I.R.S. Identification Numbers of
Reporting Persons-Furnish the full legal name of each
person for whom the report is filed-i.e., each person
required to sign the schedule itself-including each
member of a group. Do not include the name of a
person required to be identified in the report but
who is not a reporting person. Reporting persons that
are entities are also requested to furnish their
I.R.S. identification numbers, although disclosure of
such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE
13G" below).
(2) If any of the shares beneficially owned by a
reporting person are held as a member of a group and
that membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims
membership in a group or describes a relationship
with other persons but does not affirm the existence
of a group, please check row 2(b) [unless it is a
joint filing pursuant to Rule 13d-1(k)(1) in which
case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please
leave blank.
(4) Citizenship or Place of Organization-Furnish
citizenship if the named reporting person is a
natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By
Each Reporting Person, Etc.-Rows (5) through (9)
inclusive, and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest
tenth (one place after decimal point).
(10) Check if the aggregate amount reported as
beneficially owned in row (9) does not include shares
as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12) Type of Reporting Person-Please classify each
"reporting person" according to the following
breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover
page as are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary
duplication, answer items on the schedules (Schedule
13D, 13G or 14D-1) by appropriate cross references to
an item or items on the cover page(s). This approach
may only be used where the cover page item or items
provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will
result in the item becoming a part of the schedule
and accordingly being considered as "filed" for
purposes of Section 18 of the Securities Exchange Act
or otherwise subject to the liabilities of that
section of the Act.
Reporting persons may comply with their cover page
filing requirements by filing either completed copies
of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed
facsimiles, provided the documents filed have
identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities
Exchange Act rules as to such matters as clarity and
size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities
Exchange Act of 1934 and the rules and regulations
thereunder, the Commission is authorized to solicit
the information required to be supplied by this
schedule by certain security holders of certain
issuers.
Page 3 of 6 pages
Disclosure of the information specified in this
schedule is mandatory, except for I.R.S.
identification numbers, disclosure of which is
voluntary. The information will be used for the
primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain
equity securities. This statement will be made a
matter of public record. Therefore, any information
given will be available for inspection by any member
of the public.
Because of the public nature of the information, the
Commission can use it for a variety of purposes,
including referral to other governmental authorities
or securities self-regulatory organizations for
investigatory purposes or in connection with
litigation involving the Federal securities laws or
other civil, criminal or regulatory statutes or
provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying
security holders and, therefore, in promptly
processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this
schedule, except for I.R.S. identification numbers,
may result in civil or criminal action against
the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b)
containing the information required by this schedule
shall be filed not later than February 14 following
the calendar year covered by the statement or within
the time specified in Rules 13d-1(b)(2) and 13d-2(c).
Statements filed pursuant to Rule 13d-1(c) shall be
filed within the time specified in Rules 13d-1(c),
13d-2(b) and 13d-2(d). Statements filed pursuant to
Rule 13d-1(d) shall be filed not later than February
14 following the calendar year covered by the
statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required
to be filed by rules under section 13(f) (15 U.S.C.
78m(f)) for the same calendar year as that covered by
a statement on this schedule may be incorporated by
reference in response to any of the items of this
schedule. If such information is incorporated by
reference in this schedule, copies of the relevant
pages of such form shall be filed as an exhibit
to this schedule.
C. The item numbers and captions of the items shall
be included but the text of the items is to be
omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the
items without referring to the text of the items.
Answer every item. If an item is inapplicable or the
answer is in the negative, so state.
Item 1.
(a) Name of Issuer Open Text Corporation
(b) Address of Issuer's Principal Executive Offices
275 Frank Tompa Drive,
Waterloo, Ontario N2L 0A1
Item 2.
(a) Name of Person Filing Beutel, Goodman & Company
Ltd.
(b) Address of Principal Business Office 20 Eglinton
Avenue West, Suite 2000,
Toronto, Ontario M4R 1K8 Canada
(c) Citizenship Beutel Goodman is a Canadian
incorporated company
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 683715
Item 3.
If this statement is filed pursuant to 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)
An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E); X
(f)
An employee benefit plan or endowment fund in
accordance with 240.13d-
1(b)(1)(ii)(F);
(g)
A parent holding company or control person in
accordance with 240.13d-
1(b)(1)(ii)(G);
(h)
A savings associations 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);
Page 4 of 6 pages
(j)
Group, in accordance with 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: 5,593,898
(b)Percent of class: 13.79
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
4,925,598
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the
disposition of 5,593,898
(iv) Shared power to dispose or to direct the
disposition of 0.
All of the shares reported in the statement are owned
by investment advisory clients of Beutel Goodman. In
its role as investment adviser, Beutel Goodman
has voting power with respect to these shares as
indicated above.
Instruction. For computations regarding securities
which represent a right to acquire an underlying
security see 240.13d-3(d)(1).
Item 5.
Ownership of Five Percent or Less of a Class
Not applicable
Item 6.
Ownership of More than Five Percent on Behalf of
Another Person.
The shares of Common Stock reported in this statement
are owned by investment advisor clients of Beutel
Goodman and such clients have the right to receive
dividends from and proceeds from their sales of such
shares. To Beutel Goodman's knowledge, the interest
of no one of these clients relates to more than 5% of
the class.
Item 7.
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
Not applicable
Item 8.
Identification and Classification of Members of the
Group
Not applicable
Item 9.
Notice of Dissolution of Group
Not applicable
Item 10.
Certification
(a) The following certification shall be included if
the statement is filed
pursuant to 240.13d-1(b):
Page 5 of 6 pages
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.
Date January 15, 2008
Signature ____________________________--
Name/Title Michael James Gibson, CFO
The original statement shall be signed by each person
on whose behalf the statement is filed or his
authorized representative. If the statement is signed
on behalf of a person by his authorized
representative other than an executive officer or
general partner of the filing person, evidence of the
representative's authority to sign on behalf of such
person shall be filed with the statement, provided,
however, that a power of attorney for this purpose
which is already on file with the Commission may be
incorporated by reference. The name and any title of
each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule,
including all exhibits. See 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of
fact constitute Federal criminal violations (See 18
U.S.C. 1001)
Page 6 of 6 pages