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 7~~December 23, 2021

~~ZIX~~Zix ~~CORPORATION~~Corporation

(Exact name of registrant as specified in its charter)

Texas	0-17995	75-2216818
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

2711 North Haskell Avenue

Suite 2300, LB 36

Dallas, Texas 75204-2960

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 370-2000

Not Applicable

(Former name or former address, if changed since last report.)

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. below):

☐	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~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.01 per share		ZIXI		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~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 1.0102 ~~Entry~~Termination ~~Into~~of a Material Definitive Agreement.

Credit Agreement ~~and Plan of Merger~~

OnIn ~~November~~connection with the completion of the Merger (as defined below), on December 723, 2021, Zix Corporation, a Texas corporation (“Zix” or the “Company”) terminated its credit agreement (the “Credit Agreement”), ~~entered~~dated ~~into~~February 20, an2019, with Truist Bank, successor by merger to SunTrust Bank, as administrative agent, collateral agent, issuing bank and swing line lender and certain other lenders. In connection with such termination, the Company paid approximately $216.2 million in aggregate principal, interest, fees, expenses and other amounts and obligations that were outstanding and payable under the Credit Agreement at the time of its termination, and ~~Plan~~all liens on assets of ~~Merger~~the (Company and its subsidiaries guaranteeing such facility, together with such subsidiary guarantees, were released and terminated. The Company incurred no early termination penalty in connection with termination of the ~~“Merger~~Credit Agreement”). ~~with~~The ~~Open~~material ~~Text~~terms ~~Corporation~~of the Credit Agreement are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, a2020, ~~Canadian~~filed ~~corporation~~by the Company with the U.S. Securities and Exchange Commission (the “~~OpenText~~SEC”) on March 5, 2021. Such description is incorporated herein by reference.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, OpenText will form a wholly-owned subsidiary (“Merger Sub”) which will commence a tender offer (the “Offer”) no later than NovemberItem ~~22, 2021, to acquire all of the outstanding shares of common stock of Zix, $0~~2.01 ~~par~~Completion ~~value~~of ~~per~~Acquisition ~~share~~or ~~(the~~Disposition ~~“Shares”), at an offer price~~ of $8Assets.50 ~~per Share in cash, without interest and subject to any applicable withholding taxes (such amount, the “Offer Price”).~~

~~The~~As ~~obligation~~previously ofannounced, ~~Merger~~on ~~Sub~~November 7, to2021, ~~purchase Shares tendered in~~ the ~~Offer~~Company isentered ~~subject~~into toan ~~the~~Agreement ~~satisfaction~~and orPlan ~~waiver~~ of aMerger ~~number of conditions set forth in~~ (the “Merger Agreement~~, including (i~~”) ~~that~~ ~~there~~with ~~shall~~Open ~~have~~Text ~~been~~Corporation, ~~validly~~a ~~tendered,~~corporation ~~received~~incorporated ~~(within~~under the ~~meaning~~federal oflaws ~~Section 21.459(c)~~ of ~~the~~Canada ~~Texas Business Organizations Code~~ (“~~TBOC~~OpenText”)) and, ~~not~~by ~~subsequently~~joinder, ~~validly~~Zeta ~~withdrawn~~Merger ~~Shares~~Sub ~~(excluding~~Inc., ~~Shares~~a ~~tendered~~Texas ~~pursuant~~corporation toand ~~guaranteed~~a ~~delivery~~wholly-owned ~~procedures~~subsidiary ~~that~~of ~~have~~OpenText ~~not~~(“Merger ~~yet~~Sub”). ~~been~~Pursuant ~~delivered~~to inthe ~~satisfaction~~Merger ofAgreement, ~~such~~and ~~guarantee~~on inthe ~~accordance~~terms ~~with~~and ~~Section 21.459(c)~~subject ofto the ~~TBOC)~~conditions ~~that~~thereof, ~~considered~~Merger ~~together~~Sub ~~with~~commenced ~~all~~a ~~other~~tender ~~Shares,~~offer ifon ~~any~~November 22, ~~beneficially~~2021 ~~owned~~to byacquire ~~OpenText~~all ~~and~~of ~~affiliated~~the ~~entities,~~outstanding ~~represent~~shares atof ~~least~~common ~~one~~stock ~~Share more than two-thirds~~ of the ~~total~~Company, ~~number~~$0.01 ofpar ~~Shares~~value ~~issued~~per ~~and~~share ~~outstanding~~ (~~excluding~~the ~~from such outstanding amount any~~ “Shares”), ~~held~~at inan ~~treasury~~offer byprice ~~Zix~~of or$8.50 ~~any~~per ~~other~~Share ~~Shares~~in ~~acquired~~cash, bywithout ~~Zix~~interest ~~prior~~and subject to ~~the~~applicable ~~expiration~~withholding of ~~the~~taxes ~~Offer)~~ (such amount, the “~~Minimum~~Offer ~~Condition~~Price”);, ~~(ii)~~upon the ~~expiration~~terms orand ~~termination~~conditions ofset ~~any~~forth ~~applicable~~in ~~waiting period under~~ the ~~Hart-Scott-Rodino~~Offer ~~Antitrust~~to ~~Improvements~~Purchase ~~Act~~dated ~~of 1976~~November 22, 2021 (as amended ~~(such~~or ~~condition~~supplemented, the “~~HSR~~Offer ~~Condition~~to Purchase”);, and in the related Letter of Transmittal (~~iii) those~~as ~~other~~amended ~~conditions~~or ~~set~~supplemented, ~~forth~~the in“Letter ~~Annex~~of ITransmittal” toand together with the ~~Merger~~Offer ~~Agreement~~to ~~(collectively~~Purchase, the “Offer ~~Conditions~~”).

~~The~~On ~~Offer~~December 23, ~~will~~2021, ~~initially~~OpenText ~~expire~~announced that the Offer expired at one minute after 11:59 pP.mM., Eastern time, on ~~the date that is twenty (20)~~December ~~business~~22, ~~days~~2021 ~~following~~ (the ~~commencement~~“Expiration ~~of the Offer~~Time”). The ~~expiration~~Depositary ~~date may be extended under the following circumstances:~~ (~~i) if,~~ as ofdefined ~~the~~in ~~then-scheduled expiration date,~~ the ~~HSR~~Offer ~~Condition~~to isPurchase) ~~not satisfied and~~ has ~~not~~advised ~~been~~OpenText ~~waived~~and by Merger Sub orthat ~~OpenText,~~immediately prior to the ~~extent~~Expiration ~~waivable~~Time bythere ~~Merger~~were ~~Sub~~validly ortendered ~~OpenText,~~and ~~then~~not ~~Merger~~withdrawn ~~Sub~~(and ~~shall~~excluding ~~extend~~any ~~the~~Shares ~~Offer~~tendered ~~for~~pursuant ~~consecutive~~to ~~periods~~guaranteed ofdelivery upprocedures tothat ~~ten~~were ~~(10) business~~not ~~days~~yet ~~per~~delivered ~~extension~~in ~~(or~~satisfaction of such ~~longer~~guarantee ~~period~~in asaccordance ~~the~~with ~~parties may agree~~Section 21.459(c) toof ~~permit~~ the ~~HSR~~Texas ~~Condition~~Business toOrganizations beCode ~~satisfied;~~ (~~ii) if, as of~~ the ~~then-scheduled expiration date~~“TBOC”)), ~~any~~a ~~other~~total ~~Offer~~of ~~Condition is not satisfied and has not been waived by Merger Sub or OpenText~~55,709,092 ~~then~~Shares. ~~Merger~~The ~~Sub~~validly ~~may,~~tendered ~~without~~Shares ~~the~~represent ~~prior~~approximately ~~written~~71% ~~consent~~ of ~~Zix, extend~~ the ~~Offer~~Shares onoutstanding ~~one~~immediately orprior ~~more occasions for consecutive periods of up~~ to ~~ten~~the ~~(10) business~~Expiration ~~days~~Time ~~per extension~~ (orincluding ~~such~~following ~~longer period as~~ the ~~parties~~conversion ~~may~~of ~~agree), until such time as~~ all ~~Offer Conditions are satisfied; (iii) if, as~~ of the ~~then-scheduled~~outstanding ~~expiration~~shares ~~date~~ of the ~~last~~Company’s ~~extension~~Series ~~period~~A ~~referred~~Preferred toStock ininto ~~(i) or~~Shares ~~(ii)~~immediately ~~above,~~prior ~~any~~to ~~Offer Condition (other than~~ the ~~Minimum~~Expiration ~~Condition~~Time). isThe ~~not~~number ~~satisfied and has not been waived by Merger Sub or OpenText, then Merger Sub shall, at the request~~ of ~~Zix~~Shares (~~which~~excluding ~~request~~Shares ~~may~~tendered bepursuant ~~made up~~ to ~~three~~guaranteed ~~times),~~delivery ~~extend~~procedures ~~the~~that ~~Offer~~were ~~for~~not anyet ~~additional~~delivered ~~period~~in satisfaction of upsuch toguarantee ~~ten~~in ~~(10) business~~accordance ~~days~~with Section 21.459(orc) ~~such~~of ~~longer~~the ~~period as Zix and OpenText may mutually agree in writing~~TBOC),) uptendered tointo ~~and~~the ~~including~~Offer satisfied the ~~Termination~~Minimum ~~Date~~Condition (as defined in the Merger Agreement); ~~and~~immediately ~~(iv) Merger~~prior ~~Sub shall extend the Offer from time~~ to ~~time for any period required by any legal requirement, any interpretation or position of~~ the ~~Securities~~Expiration ~~and~~Time. ~~Exchange~~All ~~Commission~~conditions ~~(the “SEC”) or its staff or Nasdaq applicable~~ to the Offer. ~~Without~~have ~~the~~been ~~written~~satisfied ~~consent~~or ofwaived. ~~Zix,~~ Merger Sub ~~will~~has ~~not~~accepted befor ~~permitted~~payment ~~to,~~all ~~and~~Shares ~~without~~that ~~the~~were ~~written~~validly ~~consent~~tendered ofpursuant ~~Merger Sub, Merger Sub will not be required~~ to, ~~extend~~ the Offer ~~beyond the earlier to occur of (i) the valid termination of the Merger Agreement, (ii) the Termination Date~~ and (iii) the final Expiration Date (as defined in the Merger Agreement) following extension of the Offer in compliance with the provisions described above. Unless the Merger Agreement is validly terminated, Merger Sub may not ~~terminate~~withdrawn ~~or withdraw the Offer~~ prior to ~~any scheduled expiration date without~~ the ~~prior~~Expiration ~~written consent of Zix~~Time.

~~Subject~~On toDecember 23, 2021, following the ~~satisfaction~~expiration orof ~~waiver~~the Offer and acceptance for payment of the Shares tendered pursuant to the Offer, ~~Conditions~~OpenText completed its acquisition of the Company pursuant to the terms of the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement, Merger Sub ~~will~~merged with and into the Company (ithe “Merger”) ~~promptly~~, ~~after~~with the ~~expiration~~Company ~~date~~surviving the Merger as a wholly-owned subsidiary of OpenText, without a stockholder vote to adopt the ~~Offer~~Merger ~~accept~~Agreement ~~for~~or ~~payment~~effect ~~all~~the ~~Shares~~Merger ~~validly~~in ~~tendered~~accordance with Section 21.459(~~and~~c) ~~not~~of ~~validly~~the ~~withdrawn)~~TBOC. ~~pursuant~~As toa result of the ~~Offer~~Merger, (each Share outstanding immediately prior to the effective time of ~~such~~the ~~acceptance,~~Merger (the “~~Offer~~Effective ~~Acceptance~~ Time”) was cancelled and converted into the right to receive $8.50 in cash without interest and net of applicable withholding taxes, other than Shares held by OpenText or the Company, or by any wholly-owned subsidiary of OpenText (~~ii) as promptly~~including asMerger ~~practicable~~Sub) ~~after~~or the ~~Offer~~Company, ~~Acceptance~~or ~~Time~~held by stockholders who properly exercised appraisal rights under Subchapter H, ~~pay~~Chapter ~~for~~10 ~~such~~of the TBOC or Shares irrevocably accepted for purchase pursuant to the Offer.

~~Upon~~As ~~the~~a ~~terms~~result ~~and subject to the conditions set forth in the Merger Agreement and in accordance with Section 21.459(c)~~ of the ~~TBOC~~Merger, ~~promptly following~~ the ~~Offer~~Shares ~~Acceptance Time, Merger Sub~~ will ~~merge~~be ~~with~~delisted and ~~into~~will ~~Zix,~~cease ~~with~~trading ~~Zix~~on ~~surviving~~the asNasdaq aStock ~~wholly~~Market ~~owned~~LLC ~~subsidiary of OpenText~~ (~~the~~ “~~Merger~~Nasdaq”),. ~~without~~OpenText aand ~~meeting~~Merger orSub ~~vote~~intend ofto ~~stockholders~~take ofsteps ~~Zix.~~to Atcause the ~~effective~~termination ~~time~~ of the ~~Merger~~registration ~~(the~~of ~~“Effective Time”), each outstanding Share not purchased pursuant to~~ the ~~Offer (other than~~ Shares ~~held~~under bythe ~~Zix,~~Securities ~~OpenText,~~Exchange ~~Merger~~Act ~~Sub, any wholly owned subsidiary~~ of ~~Zix~~1934, ~~OpenText~~as oramended ~~Merger~~(the ~~Sub~~“Exchange ~~or by stockholders of Zix who have perfected their statutory rights of appraisal under Texas law~~Act”) ~~will be cancelled~~ and ~~converted into the right~~ to ~~receive~~suspend ~~cash~~all inof ~~an amount equal to~~ the ~~Offer~~Company’s ~~Price,~~reporting ~~without~~obligations ~~interest~~under ~~and~~the ~~net~~Exchange ofAct ~~any~~as ~~withholding~~promptly ~~(the~~as ~~“Per Share Price”)~~practicable.

~~OpenText~~The ~~may,~~foregoing indescription ~~its~~of ~~sole~~the ~~discretion,~~Merger ~~elect~~Agreement toand ~~assume~~the ortransactions ~~substitute~~contemplated ~~some~~thereby ordoes ~~all~~not ofpurport ~~the~~to ~~Company~~be ~~Stock-Based~~complete ~~Awards~~and oris ~~Company~~subject ~~Options~~to, ~~(each~~and asqualified ~~defined~~ in ~~the~~its ~~Merger~~entirety ~~Agreement) in a manner contemplated~~ by, the ~~applicable~~full ~~Company~~text ~~Stock~~of ~~Plan (as defined in~~ the Merger Agreement), in which ~~case~~was ~~such~~attached ~~Company~~as ~~Stock-Based~~Exhibit ~~Awards~~2.1 orto ~~Company~~the ~~Options~~Current ~~will~~Report ~~not~~on ~~accelerate~~Form ~~vesting~~8-K infiled ~~connection~~by ~~with~~ the ~~consummation~~Company ofwith the ~~transactions~~SEC ~~contemplated~~on inNovember 8, ~~the Merger Agreement. In the event OpenText elects such treatment~~2021, itand which is ~~required~~incorporated toherein ~~notify Zix of its decision~~ by ~~no later than seven calendar days following the date the Offer is commenced~~reference.

~~Absent~~Item 3.01 aNotice ~~timely~~of ~~election~~Delisting byor ~~OpenText~~Failure ~~with respect~~ to ~~some~~Satisfy ora ~~all~~Continued ofListing ~~the~~Rule ~~Company Stock-Based Awards~~ or ~~Company~~Standard; ~~Options,~~Transfer ~~such~~of ~~remaining awards and/or options will be accelerated and receive the Per Share Price as provided for in the Merger Agreement~~Listing.

~~The~~As ~~Merger~~a ~~Agreement~~result ~~includes~~of ~~representations,~~the ~~warranties~~transactions ~~and~~described ~~covenants~~in Item 2.01 of this Current Report on Form 8-K, the ~~parties~~Company ~~customary~~no ~~for~~longer afulfills ~~transaction~~the ofnumerical ~~this~~listing ~~nature~~requirements of Nasdaq. ~~Among~~Accordingly, ~~other~~on ~~things~~December 23, ~~until~~2021, (i) the ~~earlier~~Company ofrequested ~~the~~that ~~termination~~Nasdaq suspend trading of the ~~Merger~~Shares ~~Agreement~~effective orprior to the ~~Effective~~start ~~Time~~of trading on December 23, ~~Zix~~2021, ~~has~~(ii) ~~agreed~~the Company notified Nasdaq of its intent to ~~operate~~remove its ~~business~~Shares infrom ~~the~~listing ~~ordinary~~on ~~course~~Nasdaq, ~~consistent~~and (iii) Nasdaq filed with ~~past~~the ~~practice~~SEC a Notification of Removal from Listing and/or ~~has~~Registration ~~agreed~~under toSection 12(b) ~~certain~~of ~~other~~the ~~operating~~Exchange ~~covenants~~Act, ason ~~set~~Form ~~forth~~25 ~~more~~to ~~fully~~delist inand deregister the ~~Merger Agreement~~Shares. The ~~Merger~~delisting ~~Agreement~~will ~~also~~become ~~prohibits~~effective ~~Zix’s~~ten ~~solicitation~~days after the filing of ~~proposals~~the ~~relating~~Form 25. The Company also intends to ~~alternative~~file ~~transactions~~with ~~and~~the ~~restricts~~SEC ~~Zix’s~~a ~~ability~~certification toon ~~furnish~~Form ~~information~~15 ~~to,~~under orthe ~~participate~~Exchange inAct ~~any~~requesting ~~discussions~~deregistration orof ~~negotiations~~the ~~with,~~Shares ~~any~~and ~~third~~the ~~party~~suspension ~~with~~of ~~respect~~the toCompany’s ~~any~~reporting ~~such~~obligations ~~transaction,~~under ~~subject~~Sections to13(a) ~~certain~~and ~~limited~~15(d) ~~exceptions~~of the Exchange Act and deregistration of its Shares under Section 12(g) of the Exchange Act.

The ~~Merger~~information ~~Agreement~~set ~~also~~forth ~~contains~~or ~~termination~~incorporated ~~provisions for both Zix and OpenText and further provides that, upon termination of the Merger Agreement under specified circumstances, including termination~~ by ~~Zix~~reference toin ~~enter~~Item ~~into a definitive agreement with respect to an unsolicited superior proposal, Zix will be required to pay a termination fee of $19,000,000 (the “Termination Fee”)~~2.01 ~~A superior proposal includes a written proposal pursuant to which a third party would acquire 67% or more~~ of ~~the~~this ~~revenues,~~Current ~~net~~Report ~~income or consolidated assets of Zix and its subsidiaries or of the voting power of Zix,~~ on ~~terms~~Form ~~that~~8-K ~~the board of directors of Zix determines in its good faith (after consultation with its financial and outside legal advisors)~~ is ~~reasonably~~incorporated ~~likely~~by toreference ~~be consummated in accordance with its terms and is more favorable to Zix’s stockholders (solely in their capacity as such) from a financial point of view than the Merger and the Offer, taking~~ into ~~account~~this ~~all~~Item terms and conditions of such proposal and the Merger Agreement, and all other legal, regulatory and financing aspects of such proposal (including certainty of closing) and the identity of the third party making the proposal and all other aspects of such proposal that the board of directors of Zix (or a committee thereof) considers in good faith to be relevant3. Any termination of the Merger Agreement by Zix in connection with a superior proposal is subject to certain conditions, including Zix’s compliance with certain procedures set forth in the Merger Agreement and a determination by the board of directors of Zix, 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 Zix01.

InItem 3.03 ~~addition,~~Material ~~either~~Modifications ~~Zix or OpenText may terminate the Merger Agreement, at any time prior~~ to ~~the~~Rights ~~time~~of ~~Merger~~Security ~~Sub accepts for payment the Shares tendered pursuant to the Offer, if the Offer Acceptance Time has not occurred on or before March 8, 2022~~Holders.

The ~~foregoing~~information ~~description~~set offorth ~~the~~or ~~Merger~~incorporated ~~Agreement~~by isreference ~~not~~in ~~complete~~Items ~~and~~2.01, is3.01 ~~qualified~~and in5.01 ~~its~~of ~~entirety~~this byCurrent ~~reference~~Report toon ~~the~~Form ~~Merger~~8-K ~~Agreement, which~~ is ~~attached~~incorporated asby ~~Exhibit~~reference ~~2.1~~into to this ~~report~~Item ~~and incorporated herein by reference~~3.03.

~~Tender~~Item 5.01 ~~and~~Changes ~~Voting~~in ~~Agreement~~Control of Registrant.

OnAs ~~November 7,~~a ~~2021,~~result inof ~~connection with~~ the ~~execution~~completion of the ~~Merger Agreement~~Offer, ~~OpenText and Zix entered into~~ a ~~Tender~~change ~~and~~in ~~Voting~~control ~~Agreement (the “Voting Agreement”) with Zephyr Holdco, LLC, a Delaware limited liability company (the “Stockholder”), the holder~~ of ~~all of~~ the ~~outstanding~~Company ~~shares of Series A Convertible Preferred Stock, par value $1~~occurred.00 ~~per~~Upon ~~share, of Zix (“Series A Shares”). Under~~ the ~~terms~~consummation of the ~~Voting Agreement~~Merger, the ~~Stockholder~~Company ~~has~~became ~~agreed,~~a ~~among~~wholly-owned ~~other~~subsidiary ~~things,~~of onOpenText. ~~the~~The ~~terms~~total ~~and~~purchase ~~subject~~price topaid ~~the~~in ~~conditions~~connection ~~set forth therein, to convert its Series A Shares into Shares (such converted Shares, together~~ with ~~any other Shares owned by~~ the ~~Stockholder, the “Subject Shares”), to tender its Subject Shares in the~~ Offer, toand ~~vote its Subject Shares in favor of the~~ Merger ~~(to~~was ~~the~~approximately ~~extent~~$860 ~~not purchased in the Offer) and~~million, ~~subject~~inclusive ~~to certain exceptions, not to transfer any~~ of ~~its Subject Shares. The Voting Agreement will terminate upon termination of~~ the ~~Merger~~Company’s ~~Agreement~~cash orand ~~upon other specified events~~debt.

The ~~foregoing~~information ~~description~~set offorth ~~the~~or ~~Voting~~incorporated ~~Agreement~~by isreference ~~not~~in ~~complete~~Items ~~and~~2.01, is3.01, ~~qualified~~3.03, in5.02 ~~its~~and ~~entirety~~5.03 byof ~~reference~~this toCurrent ~~the~~Report ~~Voting~~on ~~Agreement,~~Form ~~which~~8-K is ~~attached~~incorporated asby ~~Exhibit~~reference ~~10.1~~into to this ~~report~~Item ~~and incorporated by reference herein~~5.01.

~~Additional~~Item 5.02 ~~Information~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~In ~~Merger~~accordance ~~Agreement and the foregoing description have been included to provide investors and stockholders~~ with ~~information regarding~~ the terms of the Merger Agreement. ~~They~~and ~~are~~effective ~~not~~as ~~intended~~of tothe ~~provide~~Effective ~~any~~Time ~~other~~on ~~factual~~December 23, ~~information~~2021, ~~about~~David ~~Zix~~J. ~~The representations~~Wagner, ~~warranties~~Mark ~~and~~J. ~~covenants~~Bonney, ~~contained~~Maryclaire inCampbell, ~~the~~Taher ~~Merger~~A. ~~Agreement~~Elgamal, ~~were~~James orH. ~~will~~Greene, beJr., ~~made~~Robert ~~only~~C. asHausmann, ofMaribess ~~specified~~L. ~~dates~~Miller ~~for~~and ~~the~~Brandon ~~purposes~~Van ofBuren ~~the~~resigned ~~Merger Agreement, were (except~~ as ~~expressly~~members ~~set forth therein) solely for the benefit~~ of the ~~parties~~Company’s toBoard ~~such~~of ~~agreements~~Directors and ~~may~~Gordon beA. ~~subject~~Davies ~~to qualifications~~ and ~~limitations~~Madhu ~~agreed upon by such parties. In particular~~Ranganathan, ~~in reviewing~~ the ~~representations,~~directors ~~warranties~~of ~~and covenants contained in the~~ Merger ~~Agreement~~Sub ~~and~~immediately ~~discussed~~prior into the ~~foregoing~~Effective ~~descriptions~~Time, itbecame ~~is important to bear in mind that such representations, warranties and covenants were negotiated with~~ the ~~principal~~directors ~~purpose~~ of ~~allocating~~the ~~risk~~Company. ~~between~~At the ~~parties,~~time ~~rather than establishing matters as facts~~Mr. Davies ~~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~~Ms. Ranganathan ~~Investors~~assumed ~~are not third-party beneficiaries under~~ the ~~Merger~~roles ~~Agreement.~~of ~~Accordingly~~directors, ~~investors~~it ~~and~~had ~~stockholders~~not ~~should~~yet ~~not~~been ~~rely~~determined on ~~such~~which ~~representations~~committees, ~~warranties~~if ~~and~~any, ~~covenants as characterizations~~ of the ~~actual~~Company’s ~~state~~Board of ~~facts~~Directors oreach ~~circumstances described therein. Information concerning the subject matter~~ of ~~such~~them ~~representations,~~would ~~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~~serve.

~~ADDITIONAL~~In ~~INFORMATION~~addition, ~~AND~~effective ~~WHERE~~as TOof ~~FIND~~the ITEffective Time on December 23, 2021, the Company removed David J. Wagner as President and Chief Executive Officer, David E. Rockvam as Vice President and Chief Financial Officer, Ryan L. Allphin as Chief Product Officer, John P. Di Leo as Chief Revenue Officer, David J. Robertson as Vice President, Engineering, Noah F. Webster as Chief Legal and Compliance Officer & Secretary, Geoffrey R. Bibby as Chief Marketing Officer, Sheila D. Carpenter as Chief Information Officer and Shirley E. Devlin as Chief Accounting Officer; and the Company appointed Madhu Ranganathan as President and Treasurer, and Gordon Davies as Secretary.

~~The~~Information ~~tender~~about ~~offer~~Mr. Davies ~~referred~~and ~~to in this document has not yet commenced~~Ms. Ranganathan ~~The~~is ~~description~~ contained in ~~this~~the ~~document~~Offer ~~is for informational purposes only and is neither an offer~~ to ~~purchase nor a solicitation of an offer to sell any securities~~Purchase, ~~nor~~filed isas itExhibit (a)(l)(A) ~~substitute for the tender offer materials that will be filed with the SEC. The solicitation and offer~~ to ~~buy shares of Zix common stock will only be made pursuant to an offer to purchase and related tender offer materials. At~~ the ~~time~~Tender ~~the~~Offer ~~tender~~Statement ~~offer is commenced, OpenText and its acquisition subsidiary will file a tender offer statement~~ on Schedule TO ~~and~~originally ~~thereafter~~filed ~~Zix~~by ~~will~~OpenText ~~file~~and aMerger ~~solicitation/recommendation~~Sub ~~statement on Schedule 14D-9~~ with the SEC ~~with~~on ~~respect~~November 22, ~~to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE~~2021, Awhich ~~RELATED~~is ~~LETTER~~included OFas ~~TRANSMITTAL~~Exhibit ~~AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION~~20.1 ANY HOLDERS OF ZIX’S 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,~~this ~~the~~Current ~~related~~Report ~~letter~~on ofForm ~~transmittal~~8-K and ~~the~~incorporated ~~solicitation/recommendation~~herein ~~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~~reference ~~OpenText~~into orthis ~~Zix.~~Item ~~Copies of the documents filed with the SEC by Zix will be available free of charge on Zix’s internet website at https://investor~~5.~~zixcorp~~02.~~com or~~ ~~by contacting Zix’s Investor Relations Department at 949-574-3860. OpenText’s public filings with the SEC may be obtained at OpenText’s website at http://investors.opentext.com/.~~

~~CAUTIONARY~~3 ~~STATEMENT REGARDING FORWARD-LOOKING STATEMENTS~~

This communication contains forward-looking information related to Zix, OpenText and the proposed acquisition of Zix by OpenText that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements.Item ~~All forward-looking statements are based upon information available to Zix on the date this communication was issued~~5. ~~Zix~~03 ~~undertakes~~Amendments ~~no obligation~~ to ~~publicly~~Articles ~~update or revise any forward-looking statements, whether as a result~~ of ~~new~~Incorporation ~~information, future events~~ or otherwise. Forward-looking statements in this communication include, among other things, statements about the anticipated timing of closing of the proposed acquisition. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to how many of Zix’s stockholders will tender their shares in the tender offer and the possibility that the proposed acquisition does not closeBylaws; ~~the~~Change possibility that competing offers may be made; risks related to obtaining the requisite consents to the proposed acquisition, including the timing (including possible delays) and receipt of regulatory approvals from various governmental entities; risks related to business disruptions, uncertainty and market instability stemming from the COVID-19 pandemic and governmental actions related thereto; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; significant transaction costs associated with the proposed acquisition; the risk of litigation and/or regulatory actions related to the proposed acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions. Zix may not succeed in ~~addressing~~Fiscal ~~these and other risks~~Year. A further description of risks and uncertainties relating to Zix can be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and www.zixcorp.com.

~~Item~~Pursuant 2to 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.~~02.~~ ~~Results~~Copies of ~~Operations~~the Company’s amended and ~~Financial~~restated ~~Condition~~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.

~~On November~~Item ~~8, 2021, Zix issued a press release announcing financial results for the third quarter ending September 30, 2021~~7.01 ARegulation ~~copy~~FD ~~of the press release is furnished as Exhibit 99~~Disclosure.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached Exhibit 99.1 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

On December 23, 2021, 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)(N) to Amendment 4 to the Schedule TO filed by OpenText on December 23, 2021. The Press Release is incorporated by reference into this Item 37.0301, and the foregoing description of the Press Release is qualified in its entirety by the full text of the Press Release. ~~Material~~The ~~Modifications~~information in this Item 7.01 (and in the Press Release) is being furnished to, ~~Rights~~and shall not be deemed “filed” with, the SEC for purposes of ~~Security~~the ~~Holders~~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.

~~The disclosure set forth under “~~Item 1 9.01 Financial ~~Entry~~Statements ~~into~~and ~~a Material Definitive Agreement” is hereby incorporated by reference into this Item 3~~Exhibits.~~03.~~

~~Item~~(d) ~~8.01~~Exhibits ~~Other Events.~~

On November 8, 2021, Zix issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of November 7, 2021, by and among Open Text Corporation and Zix Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Zix Corporation on November 8, 2021)

3.1		Restated Articles of Incorporation of Zix Corporation

3.2		Third Amended and Restated Bylaws of Zix Corporation

20.1		Offer to Purchase dated November 22, 2021 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Open Text Corporation on November 22, 2021)

99.1		Press Release issued by Open Text Corporation on December 23, 2021 (incorporated by reference to Exhibit (a)(5)(N) to Amendment 4 to the Schedule TO filed by Open Text Corporation on December 23, 2021)

~~Director~~4 ~~and Officer Tender and Voting Agreement~~

On November 7, 2021, in connection with the execution of the Merger Agreement, OpenText entered into a Tender and Voting Agreement (the “D&O Voting Agreement”) with certain directors and executive officers of Zix (the “Stockholders”). Under the terms of the D&O Voting Agreement, the Stockholders have agreed, among other things, to tender, pursuant to the Offer, their Shares in the Offer, vote their Shares in favor of the Merger and, subject to certain exceptions, not to transfer any of their Shares that are subject to the D&O Voting Agreement. The D&O Voting Agreement will terminate upon termination of the Merger Agreement and other specified events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

EXHIBIT NUMBER		DESCRIPTION
2.1*	—	Agreement and Plan of Merger, dated November 7, 2021, by and between Zix Corporation and Open Text Corporation
10.1	—	Tender and Voting Agreement, dated November 7, 2021, by and among Zix Corporation, Open Text Corporation and Zephyr Holdco, LLC
99.1	—	Press Release issued by Zix, dated November 8, 2021
99.2	—	Press Release issued by Zix, dated November 8, 2021
104	—	Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.

* Zix hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement 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.

Dated: November 8, 2021	ZIX CORPORATION
	ZIX CORPORATION
	By:	/s/ Noah F. Webster
December 23, 2021	By:	/s/ Gordon A. Davies
	Name:	Noah F. Webster
		Gordon A. Davies Secretary
	Title:	Chief Legal Officer

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