8-K

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 and Exchange Act of 1934

November 7, 2006
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 8.01 Other Events.

On November 7, 2006, Novell, Inc. announced that it has further amended and extended until 5:00 p.m., New York City time, on Thursday, November 9, 2006, its solicitation of consents from the holders of its 0.50% convertible senior debentures due 2024 (CUSIP Nos. 670006AB1 and 670006AC9). Novell is seeking consents to proposed amendments of certain provisions of the indenture pursuant to which the debentures were issued and a waiver of rights to pursue remedies available under the indenture with respect to certain alleged defaults thereunder. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits

Exhibit Number	Description
99.1	Press Release dated November 7, 2006.

SIGNATURE

Pursuant to the requirements of the Securities and 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: November 8, 2006	By /s/ Dana C. Russell (Signature) Vice President Finance, 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 November 7, 2006

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE
November 7, 2006

Novell Announces Amendment and Extension of Consent Solicitation

WALTHAM, Mass. – November 7, 2006 — Novell, Inc. (NASDAQ:NOVL) today announced that it has further amended and extended until 5:00 p.m., New York City time, on Thursday, November 9, 2006 (as the same may be further extended, the “Expiration Date”), its solicitation of consents (the “consent solicitation”) from the holders of its 0.50% convertible senior debentures due 2024 (CUSIP Nos. 670006AB1 and 670006AC9). The purpose of the consent solicitation is to obtain consent to amend certain provisions of the indenture pursuant to which the debentures were issued and to obtain a waiver of rights to pursue remedies available under the indenture with respect to certain alleged defaults thereunder with respect to covenants regarding Novell's filing of periodic reports with the Securities and Exchange Commission (the “Reporting Covenants”).

Under the terms of the amended consent solicitation:

• If Novell receives the requisite consents from debentureholders, Novell will, upon the terms and subject to the conditions described in the Supplemental Consent Solicitation Statement, pay an additional 7.33% per annum (payable semi-annually) in special interest on the debentures (the “Special Interest”) from and after the Expiration Date to, but excluding, the first anniversary of the Expiration Date. Payments of Special Interest will be made along with the regular interest payments to holders of debentures entitled to such regular interest payments.
  
  
• No Consent Fee (as defined in the Supplemental Consent Solicitation Statement, dated as of October 31, 2006) will be paid.

The consent solicitation was previously scheduled to expire at 5:00 p.m., New York City time, on Monday, November 6, 2006.

All holders of the debentures who have previously delivered consents will be released from their consents, and their prior consents will be of no effect. In order to consent, such holders must deliver a new Consent Form in accordance with the terms contained in the Supplemental Consent Solicitation Statement.

All other terms of the consent solicitation with respect to debentures as set forth in Novell's Consent Solicitation Statement, dated October 17, 2006 and supplemented as of October 31, 2006, remain applicable.

Novell has issued a Supplemental Consent Solicitation Statement that reflects the foregoing changes. The Supplemental Consent Solicitation Statement is available for review by all debentureholders and may be obtained from the information agent. Novell advises all debentureholders to review the section entitled “Certain United States Federal Income Tax Considerations,” which has been amended to reflect important considerations respecting the U.S. federal income tax consequences of the consent solicitation as currently structured.

Novell reserves the right to further amend the consent solicitation for the debentures or extend the expiration time in its sole discretion.

Citigroup Corporate and Investment Banking is serving as the solicitation agent for the consent solicitation. Questions regarding the consent solicitation may be directed to Citigroup Corporate and Investment Banking at (800) 558-3745 (toll-free) or (212) 723-6106. The information agent for the consent solicitation is Global Bondholder Services Corporation. Requests for copies of the Supplemental Consent Solicitation Statement and related documents may be directed to Global Bondholder Services Corporation at (866) 794-2200 (toll- free) or (212) 430-3774.

Legal notice regarding forward-looking statements

This press release includes statements that disclose Novell's or management's intentions, expectations or predictions of the future, including statements about claims of default with respect to Novell's 0.50% Convertible Senior Debentures due 2024 and potential consequences, and these statements are forward-looking statements. Novell cautions that these statements involve risks and uncertainties and other factors that may cause results to differ materially from those anticipated at the time such statements are made. In addition, potential risks and uncertainties include, among other things: (1) the results of the review of Novell's historical stock-based compensation practices and the related potential accounting impact; (2) the timing of the completion of such review by the Audit Committee and the independent outside legal counsel engaged by the Audit Committee to conduct the review; (3) any potential restatement and filing of previously issued financial statements and assessment of the effectiveness of disclosure controls and procedures and internal control over financial reporting; (4) the review and filing of Novell's Form 10-Q for the fiscal quarter ended July 31, 2006; (5) the possibility that the occurrence of an Event of Default under the indenture could cause acceleration of repayment of the entire principal amounts and accrued interest on the Debentures; (6) the possibility that the NASDAQ Listing Qualifications Panel may not grant Novell's request for an extension to regain compliance with NASDAQ listing qualifications or Novell's failure to regain compliance within any extension period that is granted, in which case Novell's common stock would be delisted from The NASDAQ Stock Market; (7) any adverse results of lawsuits or governmental inquiries; and (8) additional risks and uncertainties and important factors described in Novell's filings with the SEC, including our most recent annual report on Form 10-K. There can be no assurance that the outcome of the review by Novell's Audit Committee of Novell's past stock-based compensation practices and the related potential accounting impact will not result in changes in the preliminary financial results for the third fiscal quarter 2006 or a restatement of financial results provided by the company for any historical period. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results will not materially differ. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

About Novell

Novell, Inc. delivers Software for the Open Enterprise™. With more than 50,000 customers in 43 countries, Novell helps customers manage, simplify, secure and integrate their technology environments by leveraging best-of-breed, open standards-based software. With more than 20 years of experience, 4,700 employees, 5,000 partners and support centers around the world, Novell helps customers gain control over their IT operating environment while reducing costs. More information about Novell can be found at http://www.novell.com.

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Novell and NetWare are registered trademarks, and Software for the Open Enterprise is a trademark of Novell, Inc. in the United States and other countries. * 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.
Phone: 415-383-8408
E-Mail: blowry@novell.com

Investor Relations Contact:

Bill Smith
Novell, Inc.
Phone: 800-317-3195
E-Mail: wsmith@novell.com