As filed with the United States Securities and Exchange Commission on April 28, 2011
Registration No. 2-98056
Registration No. 33-14531
Registration No. 33-29798
Registration No. 33-31301
Registration No. 33-31299
Registration No. 33-36673
Registration No. 33-41719
Registration No. 33-48395
Registration No. 33-64998
Registration No. 33-65440
Registration No. 33-66704
Registration No. 33-67276
Registration No. 33-68336
Registration No. 33-54483
Registration No. 333-02879
Registration No. 333-04775
Registration No. 333-04823
Registration No. 333-38435
Registration No. 333-62087
Registration No. 333-62103
Registration No. 333-95409
Registration No. 333-41328
Registration No. 333-71502
Registration No. 333-97713
Registration No. 333-109345
Registration No. 333-109346
Registration No. 333-158454
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT NO. 2-98056
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-14531
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-29798
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-31301
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-31299
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-36673
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-41719
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-48395
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-64998
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-65440
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-66704
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-67276
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-68336
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-54483
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-02879
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-04775
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-04823
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-38435
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-62087
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-62103
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-95409
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-41328
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-71502
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-97713
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-109345
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-109346
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-158454
UNDER
THE SECURITIES ACT OF 1933
NOVELL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 87-0393339 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
404 Wyman Street, Suite 500
Waltham, MA 02451
(Address of Principal Executive Offices) (Zip Code)
1983 Incentive Stock Option Plan for Key Employees
CXI, Inc. Amended and Restated Employee Incentive Stock Plan
Novell/Excelan Stock Option Plan
Novell/Excelan 1987 Nonqualified Stock Option Plan
Novell, Inc. Stock Option Plan
Novell, Inc. 1989 Employee Stock Purchase Plan
Stock Option Plan for Non-Employee Directors
1991 Stock Plan
Novell/Serius Stock Plan
UNIX System Laboratories, Inc. Stock Option Plan
Novell/STI Stock Plan
Novell/Fluent Stock Plan
Univel 1992 Option Plan
Novell/WordPerfect Stock Plan
Novell, Inc. 1991 Stock Plan
Novell, Inc. 1997 Non-Statutory Stock Option Plan
Novell, Inc. 2000 Stock Plan
Novell, Inc. 1989 Employee Stock Purchase Plan, as amended
Novell, Inc. 2000 Nonstatutory Stock Option Plan
Novell, Inc./SilverStream Software, Inc. 1997 Stock Incentive Plan
Novell, Inc./SilverStream Software, Inc. 2001 Stock Incentive Plan
Novell, Inc./SilverStream Software, Inc./eObject, Inc. 2000 Stock Plan
Novell, Inc./SilverStream Software, Inc./Bondi Software, Inc. Employee Stock Option Plan
Novell, Inc. Stock-Based Deferred Compensation Plan
Novell, Inc. 2009 Omnibus Incentive Plan
(Full Title of the Plans)
Jennifer Guild
Vice President and Secretary
Novell, Inc.
404 Wyman Street, Suite 500
Waltham, MA 02451
(781) 464-8000
(Name, Address and Telephone Number of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 of Novell, Inc. (the Company) (together, the Registration Statements):
Registration No. 2-98056 pertaining to the registration of 840,000 shares of common stock, par value $0.10 per share, of the Company (Common Stock), which was filed with the United States Securities Exchange Commission (the SEC) and became effective on May 22, 1985, as amended by Post-Effective Amendment No. 1, Registration No. 2-98056, pertaining to 1,680,000 shares of Common Stock, which was filed with the SEC and became effective on September 28, 1989;
Registration No. 33-14531 pertaining to the registration of 332,340 shares of Common Stock, which was filed with the SEC and became effective on May 21, 1987;
Registration No. 33-29798 pertaining to the registration of 1,021,388 shares of Common Stock, which was filed with the SEC and became effective on June 30, 1989;
Registration No. 33-31301 pertaining to the registration of 2,120,000 shares of Common Stock, which was filed with the SEC and became effective on September 28, 1989;
Registration No. 33-31299 pertaining to the registration of 500,000 shares of Common Stock, which was filed with the SEC and became effective on September 28, 1989;
Registration No. 33-36673 pertaining to the registration of 2,000,000 shares of Common Stock, which was filed with the SEC and became effective on September 3, 1990;
Registration No. 33-41719 pertaining to the registration of 200,000 shares of Common Stock, which was filed with the SEC and became effective on July 15, 1991;
Registration No. 33-48395 pertaining to the registration of 10,000,000 shares of Common Stock, which was filed with the SEC and became effective on June 5, 1992, as amended by Post-Effective Amendment No. 1, Registration No. 33-48395, pertaining to 20,000,000 shares of Common Stock, which was filed with the SEC and became effective on May 30, 1996;
Registration No. 33-64998 pertaining to the registration of 156,788 shares of Common Stock, which was filed with the SEC and became effective on June 24, 1993;
Registration No. 33-65440 pertaining to the registration of 341,152 shares of Common Stock, which was filed with the SEC and became effective on July 2, 1993;
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Registration No. 33-66704 pertaining to the registration of 84,067 shares of Common Stock, which was filed with the SEC and became effective on July 29, 1993;
Registration No. 33-67276 pertaining to the registration of 47,802 shares of Common Stock, which was filed with the SEC and became effective on August 10, 1993;
Registration No. 33-68336 pertaining to the registration of 160,110 shares of Common Stock, which was filed with the SEC and became effective on September 2, 1993;
Registration No. 33-54483 pertaining to the registration of 7,786,000 shares of Common Stock, which was filed with the SEC and became effective on July 8, 1994;
Registration No. 333-02879 pertaining to the registration of 2,683,398 shares of Common Stock, which was filed with the SEC and became effective on April 26, 1996;
Registration No. 333-04775 pertaining to the registration of 31,591,818 shares of Common Stock, which was filed with the SEC and became effective on May 30, 1996;
Registration No. 333-04823 pertaining to the registration of 700,000 shares of Common Stock, which was filed with the SEC and became effective on May 30, 1996;
Registration No. 333-38435 pertaining to the registration of 4,000,000 shares of Common Stock, which was filed with the SEC and became effective on October 21, 1997;
Registration No. 333-62087 pertaining to the registration of 6,000,000 shares of Common Stock, which was filed with the SEC and became effective on August 24, 1998;
Registration No. 333-62103 pertaining to the registration of 1,250,000 shares of Common Stock, which was filed with the SEC and became effective on August 24, 1998;
Registration No. 333-95409 pertaining to the registration of 30,003,089 shares of Common Stock, which was filed with the SEC and became effective on January 26, 2000;
Registration No. 333-41328 pertaining to the registration of 32,000,000 shares of Common Stock, which was filed with the SEC and became effective on July 13, 2000;
Registration No. 333-71502 pertaining to the registration of 6,000,000 shares of Common Stock, which was filed with the SEC and became effective on October 12, 2001;
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Registration No. 333-97713 pertaining to the registration of 35,449,718 shares of Common Stock, which was filed with the SEC and became effective on August 6, 2002;
Registration No. 333-109345 pertaining to the registration of 17,182,667 shares of Common Stock, which was filed with the SEC and became effective on October 1, 2003;
Registration No. 333-109346 pertaining to the registration of 10,000,000 shares of Common Stock, which was filed with the SEC and became effective on October 1, 2003; and
Registration No. 333-158454 pertaining to the registration of 45,000,000 shares of Common Stock, which was filed with the SEC and became effective on April 7, 2009.
On November 21, 2010, the Company entered into an Agreement and Plan of Merger with Attachmate Corporation, a Washington corporation (Attachmate), and Longview Software Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Attachmate (Merger Sub), pursuant to which Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Attachmate (the Merger). The Merger became effective on April 27, 2011 as a result of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
The offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities which remain unsold at the termination of the respective offerings, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, The Commonwealth of Massachusetts, on April 28, 2011.
NOVELL, INC. | ||
By: | /s/ Jeff Hawn | |
Name: Title: | Jeff Hawn President, Chief Executive Officer and Assistant Secretary |
Pursuant to the requirements of the Securities Act, these Post-Effective Amendments have been signed below by the following persons, in the capacities and on the dates indicated:
Signature |
Title |
Date | ||
/s/ Jeff Hawn Jeff Hawn |
President, Chief Executive Officer, and Assistant Secretary (Principal Executive Officer) |
April 28, 2011 | ||
/s/ Charles Sansbury Charles Sansbury |
Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
April 28, 2011 | ||
/s/ Jeff Hawn Jeff Hawn |
Director | April 28, 2011 | ||
/s/ Scott Crabill Scott Crabill |
Director | April 28, 2011 | ||
/s/ David Golob David Golob |
Director | April 28, 2011 | ||
/s/ Ezra Perlman Ezra Perlman |
Director | April 28, 2011 | ||
/s/ Prescott Ashe Prescott Ashe |
Director | April 28, 2011 | ||
/s/ Jim Schaper Jim Schaper |
Director | April 28, 2011 | ||
/s/ Jesse Cohn Jesse Cohn |
Director | April 28, 2011 |
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