UNITED STATES
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
April 27, 2011
Date of Report
(Date of earliest event reported)
Novell, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-13351 | 87-0393339 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
404 Wyman Street, Suite 500
Waltham, MA 02451
(Address of principal executive offices, including 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.
| ¨ | 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-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
Press Release
On April 27, 2011, Novell, Inc., a Delaware corporation (the “Company”), issued a press release announcing the completion of the sale of certain identified issued patents and patent applications to CPTN Holdings LLC for $450 million in cash and the completion of the Company’s merger with Attachmate Corporation. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release of Novell, Inc. dated April 27, 2011 | |
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.
Date: April 27, 2011
| By: |
/s/ Jeff Hawn | |
| Name: Jeff Hawn | ||
| Title: President, Chief Executive | ||
| Officer and Assistant Secretary |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of Novell, Inc. dated April 27, 2011 | |
Exhibit 99.1
Novell Completes Merger with Attachmate and
Patent Sale to CPTN Holdings LLC
WALTHAM, MA. – April 27, 2011 – Novell, Inc. (NASDAQ: NOVL), the leader in intelligent workload management, today announced that it has completed its previously announced merger, whereby Attachmate Corporation acquired Novell for $6.10 per share in cash. Novell is now a wholly owned subsidiary of The Attachmate Group, the parent company of Attachmate Corporation.
Novell also announced that immediately prior to the completion of its merger with Attachmate Corporation, it had completed its previously announced sale of certain identified issued patents and patent applications to CPTN Holdings LLC for $450 million in cash.
As a result of the merger, Novell’s common stock will cease trading on The NASDAQ Global Select Market at the close of business on April 27, 2011, and Novell expects to deregister and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended.
BNY Mellon Shareowner Services has been appointed to serve as the agent for payment of the merger consideration to Novell’s stockholders, and will promptly mail to stockholders of record instructions on how to surrender their stock certificates and receive payment for their shares. If a stockholder’s shares are held by a broker, bank or other nominee and is not promptly provided by them with instructions on how to receive payment for the shares, the stockholder should contact them directly for such instructions.
About Novell
Novell, Inc., a leader in intelligent workload management, helps organizations securely deliver and manage computing services across physical, virtual and cloud computing environments. We help customers reduce the cost, complexity, and risk associated with their IT systems through our solutions for identity and security, systems management, collaboration and Linux-based operating platforms. With our infrastructure software and ecosystem of partnerships, Novell integrates mixed IT environments, allowing people and technology to work as one. For more information, visit www.novell.com.
###
Copyright © 2011 Novell, Inc. All rights reserved. Novell, the Novell logo, the N logo, and SUSE are registered trademarks of Novell, Inc. in the United States and other countries. *All third party trademarks are the property of their respective owners.
| Press Contact | Investor Contact | |
| Ian Bruce | Robert Kain | |
| Novell, Inc. | Novell, Inc. | |
| Phone: (508) 574-2016 | Phone: (800) 317-3195 | |
| E-Mail: ibruce@novell.com | E-Mail: rkain@novell.com |