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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. _____1______)*
Open Text Corporation
Common Stock
683715
April 30/2008
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................................
................................................
Number of 5. Sole Voting Power 3,379,019.......
................................................
................................................
Shares Beneficially by 6.
Shared Voting Power ...0.......................
................................................
................................................
Owned by Each Reporting 7.
Sole Dispositive Power..3,803,519..............
................................................
................................................
Person With:
8. Shared Dispositive Power ..0................
................................................
...............................................
9. Aggregate Amount Beneficially Owned by
Each Reporting Person. 3,803,519...............
................................................
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions).....
.......................................
11. Percent of Class Represented by Amount
in Row (9) 7.4478..............................
................................................
...............
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: 3,803,519
(b) Percent of class: 7.4478
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 3,379,019
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the
disposition of 3,803,519
(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 June 9, 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