-----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, UOvlPhoX1yaWgUPKbRR2FAAGeNZkwTQt+CO2GXmoNLepYfmCYXFWAzXs2ZCP0EE8 JwbJKvzvA+Ra2NaE2F7lbA== 0000893220-02-000914.txt : 20020719 0000893220-02-000914.hdr.sgml : 20020719 20020717171725 ACCESSION NUMBER: 0000893220-02-000914 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020717 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020717 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: 02705007 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 w62322e8vk.txt NOVELL, INC. FORM 8-K DATED JULY 17, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 17, 2002 NOVELL, INC. -------------------- (Exact Name of Registrant Specified in Charter) Delaware 0-13351 87-0393339 ---------------- --------------------- ------------------ (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 1800 South Novell Place Provo, Utah 84606 ------------------------------------------------------ -------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (801) 429-7000 ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On July 17, 2002, Novell, Inc., a Delaware corporation ("Novell"), and SilverStream Software, Inc., a Delaware corporation ("SilverStream"), issued a joint press release announcing the closing of Novell's tender offer ("Offer") for the shares of common stock of SilverStream. The Offer expired at 9:00 a.m., New York City time, on Wednesday, July 17, 2002. A copy of the joint press release issued by Novell and SilverStream on July 17, 2002 providing the results of the Offer is attached hereto as Exhibit 99.1 and incorporated herein by reference. Based on preliminary information provided by Mellon Investor Services LLC, the depositary for the Offer, approximately 23,369,104 shares of SilverStream common stock were validly tendered into the Offer (including 3,223,836 shares tendered by notice of guaranteed delivery), which represents approximately 99.8% of SilverStream's outstanding common stock (based upon 23,427,448 shares outstanding as of July 17, 2002), and Novell has irrevocably accepted such shares for payment. Tendering stockholders will be paid $9.00 per share for each validly tendered share. The tender offer was made pursuant to an Agreement and Plan of Merger, dated as of June 9, 2002, among SilverStream, Novell and Delaware Planet Inc. ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Novell (the "Merger Agreement"). The details of the tender offer were disclosed in a Tender Offer Statement on Schedule TO, filed with the Securities and Exchange Commission on June 18, 2002. Further, pursuant to the Merger Agreement, Purchaser will be merged (the "Merger") with and into SilverStream with the surviving company becoming a wholly-owned subsidiary of Novell. Novell anticipates that the Merger will be accomplished under Section 253 of the General Corporation Law of the State of Delaware providing for the merger of Purchaser into SilverStream without a vote of SilverStream stockholders. Following the Merger, all remaining SilverStream stockholders who did not tender their shares in the tender offer will be paid the same $9.00 per share in cash paid in the tender offer. Upon completion of the Merger, SilverStream will derigister its common stock and will no longer be publicly traded. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements The financial statements of SilverStream required by this item will be filed by amendment to this report as soon as practicable, but no later than 60 days after the date hereof. (b) Pro Forma Financial Information -2- The pro forma financial information as required by this item will be filed by amendment to the this report as soon as practicable, but no later than 60 days after the date hereof. (c) Exhibits.
Exhibit Number Description of Document -------------- ----------------------- 99.1 Joint Press Release dated July 17, 2002 (incorporated by reference to the Schedule TO/A filed by Novell with the SEC on July 17, 2002).
-3- 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) By:/s/ Joseph A. LaSala, Jr. -------------------------- Joseph A. LaSala, Jr. Senior Vice President, General Counsel and Secretary Dated: July 17, 2002 -4- Exhibit Index
Exhibit ------- 99.1 Joint Press Release dated July 17, 2002 ( incorporated by reference to the Schedule TO/A filed by Novell with the SEC on July 17, 2002).
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