-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F8JR6wq0RY7U2MBUPqej/VtChFv5eWi16DSV+GRajyqmXmpiZQm+A0ahV5MlEbZn Zow8IpRgLleFhTG92GSQgQ== 0000758004-07-000162.txt : 20071205 0000758004-07-000162.hdr.sgml : 20071205 20071205091213 ACCESSION NUMBER: 0000758004-07-000162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071031 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071205 DATE AS OF CHANGE: 20071205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVELL INC CENTRAL INDEX KEY: 0000758004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870393339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13351 FILM NUMBER: 071285374 BUSINESS ADDRESS: STREET 1: 1800 SOUTH NOVELL PLACE CITY: PROVO STATE: UT ZIP: 84606 BUSINESS PHONE: 8018617000 MAIL ADDRESS: STREET 1: 1800 SOUTH NOVELL PLACE CITY: PROVO STATE: UT ZIP: 84606 8-K 1 novl-8k_120507b.htm NOVELL INC. - Q4 EARNINGS POSTPONEMENT 8-K - Novell Inc. Postpones Q4 Earnings Release

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934

December 5, 2007
Date of Report
(Date of earliest event reported)

NOVELL, INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction
of incorporation or organization)
0-13351
(Commission File
Number)
87-0393339
(IRS Employer
Identification Number)

404 Wyman Street, Suite 500
Waltham, MA 02451
(Address of principal executive offices and zip code)

(781) 464-8000
(Registrant’s telephone number, including area code)

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.

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

(17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

(17 CFR 240.13e-4(c))

 


Item 7.01. Regulation FD Disclosure.

Novell, Inc. (“Novell”) issued a press release on December 5, 2007 announcing that it has decided to postpone its fourth fiscal quarter earnings release and investor conference call. The press release is attached hereto as Exhibit 99.1.

The information in this Form 8-K is being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number Description
99.1 Press Release dated December 5, 2007.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Novell, Inc.
(Registrant)

Date: December 5, 2007

By /s/ Dana C. Russell

(Signature)
Senior Vice President,
Chief Financial Officer
(Title)

EXHIBIT INDEX

The following exhibit is filed as part of this current report on Form 8-K.

Exhibit Number Description
Exhibit 99.1 Press Release of Novell, Inc. dated December 5, 2007

EX-99 2 exhibit99_q407update.htm NOVELL, INC. - POSTPONEMENT OF Q4 EARNINGS RELEASE Ex 99.1 Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE
December 5, 2007

Novell Postpones Fourth Quarter 2007 Earnings Release and Conference Call

WALTHAM, Mass. – Dec. 5, 2007 – Novell, Inc. (NASDAQ:NOVL) announced today that it has decided to postpone its fourth quarter and full-year 2007 earnings release and conference call that was scheduled for today, Wednesday, December 5, 2007.

Novell received a comment letter from the Securities and Exchange Commission (“SEC”), dated August 7, 2007, regarding Novell’s Form 10-K for the fiscal year ended October 31, 2006, and its Form 10-Q for the quarterly period ended April 30, 2007. Novell delivered a response letter to the SEC on September 20, 2007. On October 18, 2007, Novell received a second comment letter from the SEC indicating that the SEC had reviewed Novell’s response to the August 7, 2007 letter and had limited its review to certain accounting matters. Novell responded to the SEC’s second comment letter on November 7, 2007 and is awaiting a response.

“We are confident of our accounting and are working diligently with the SEC to respond to their inquiries,” said Dana C. Russell, CFO of Novell. “In an abundance of caution, we have chosen to postpone our earnings release. We look forward to completing our dialogue with the SEC.”

Novell intends to release its fourth quarter and full-year 2007 earnings upon the completion of the SEC’s review. Novell is unable to estimate when the process will be completed, but currently expects to file its Form 10-K for the fiscal year ended October 31, 2007 on or before its due date of December 31, 2007.

Legal Notice Regarding Forward-Looking Statements

This press release includes statements that are not historical in nature and that may be characterized as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, including those related to future financial and operating results, benefits and synergies of the company’s brands and strategies, future opportunities and the growth of the market for Identity and Access Management and Linux* Platform Products. You should be aware that Novell's actual results could differ materially from those contained in the forward-looking statements, which are based on current expectations of Novell management and are subject to a number of risks and uncertainties, including, but not limited to, Novell's ability to transform its business through the implementation of its strategic plan, Novell's ability to realize the benefits anticipated from the Microsoft transaction and Novell's restructuring plan, and the expected charges to be incurred and payments to be made under the restructuring plan, Novell's ability to achieve its expense targets, Novell's success in executing its Linux Platform Products, Identity and Access Management, and Systems and Resource Management strategies, Novell's ability to take a competitive position in the Linux Platform Products, Identity and Access Management, and Systems and Resource Management industries, business conditions and the general economy, market opportunities, potential new business strategies, competitive factors, sales and marketing execution, shifts in technologies or market demand, Novell's ability to integrate acquired operations and employees, and the other factors described in Novell's Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 25, 2007. Novell disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release except as required by the securities laws.

About Novell

Novell, Inc. (Nasdaq: NOVL) delivers infrastructure software for the Open Enterprise. Novell is a leader in desktop to data center operating systems based on Linux and the software required to secure and manage mixed IT environments. Novell helps customers around the world minimize cost, complexity and risk, allowing them to focus on innovation and growth. For more information, visit www.novell.com.

_________________

*Linux is a registered trademark of Linus Torvalds. All other third-party trademarks are the property of their respective owners.

Press Contact:
Bruce Lowry
Novell, Inc.
415-383-8408
E-Mail: blowry@novell.com

Investor Relations Contact:
Susan Walker White
Novell, Inc.
800-317-3195
E-Mail: swhite@novell.com

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