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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. ______2_____)*
Open Text Corporation
Common Stock
683715
December 31/2008
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
5. Number of Sole Voting Power : 0
6. Shares Beneficially by Shared Voting
Power: 0
7. Owned by Each Reporting Sole Dispositive
Power: 0
8. Person With 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
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 Commissions 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: 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
240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less
of a Class : Yes
Item 6. Ownership of More than Five
Percent on Behalf of Another Person.:
Not applicable
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 22, 2009
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