8-K 1 d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

March 23, 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)



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.

As previously publicly disclosed, on November 21, 2010, Novell, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger with Attachmate Corporation and Longview Software Acquisition Corp.

The merger contemplated by the merger agreement remains subject to the satisfaction or waiver of certain closing conditions, including the closing of the sale of certain identified issued patents and patent applications to CPTN Holdings LLC (“CPTN”) pursuant to a Patent Purchase Agreement, dated as of November 21, 2010. Under the Patent Purchase Agreement, one of the conditions to closing of the patent sale to CPTN remains the expiration of applicable waiting periods under the competition laws in Germany and the United States.

With respect to Germany, on December 30, 2010, the CPTN consortium had voluntarily withdrawn its filed notification in order to provide the Federal Cartel Office (the “FCO”) with more time to review the proposed patent sale. On March 23, 2011, the CPTN consortium, following discussions with the FCO, re-filed the notification. The re-filing starts a new one month review period under the German Act against Restraints of Competition in the version of 15 July 2005, as amended, during which the FCO could clear the transaction at any time.

In the United States, the Company previously reported that, on March 4, 2011, each of the Company and CPTN certified as to its substantial compliance with the second request for information from the Antitrust Division of the United States Department of Justice (the “DOJ”) and that each of the Company and CPTN has agreed to provide the DOJ with additional time to review the patent sale and not to close the patent sale prior to April 12, 2011.

The Company remains committed to working with the DOJ and FCO as they conduct their respective reviews of the patent sale. The patent sale remains subject to the satisfaction or waiver of other closing conditions as set forth in the Patent Purchase Agreement.


This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations and beliefs of the Company and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Any statements that are not statements of historical fact (such as statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should be considered forward-looking statements. Among others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the merger may be delayed or may not be consummated; (ii) the risk that a party to the merger agreement or the patent purchase agreement would elect to terminate the applicable agreement if the transactions are not consummated prior to the end date; (iii) the risk that the merger agreement may be terminated in circumstances that require the Company to pay Attachmate a termination fee of $60 million; (iv) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (v) risks regarding the failure of Attachmate to obtain the necessary financing to complete the merger; (vi) the effect of the announcement of the merger or the patent sale on the Company’s business relationships (including, without limitation, partners and customers), operating results and business generally; and (vii) risks related to obtaining the requisite consents to the merger and the patent sale, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval. Additional risk factors that may affect future results are contained in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010, which are available at the SEC’s website at http://www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by the Company. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change of expectations with regard thereto or to reflect any change in events, conditions or circumstances.


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: March 28, 2011     By:  

/s/ Dana C. Russell

      Dana C. Russell
      Senior Vice President and
      Chief Financial Officer