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
May 22, 2003
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 (Commission File (IRS Employer
of incorporation) Number) Identification Number)
1800 South Novell Place
Provo, Utah 84606
(Address of principal executive offices)
(801) 861-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
(c) Exhibits
See Exhibit Index attached to this current report on Form 8-K.
Item 9. Regulation FD Disclosure.
The following information is furnished pursuant to "Item 12. Disclosure of
Results of Operations and Financial Condition."
On May 22, 2003, Novell, Inc. issued a press release to report the company's
financial results for the quarter ended April 30, 2003. A copy of the press
release is attached to this current report on Form 8-K as Exhibit 99.1.
Novell has disclosed non-GAAP financial measures in the press release, including
adjusted operating income (loss) from operations, adjusted income (loss) before
taxes, adjusted net income (loss), and adjusted diluted net income (loss) per
share for the fiscal quarters ended April 30, 2003, January 31, 2003 and April
30, 2002.
Novell believes that the presentation of adjusted operating income (loss) from
operations, which excludes restructuring charges and associated adjustments,
integration charges and merger reserves, provides useful information to
investors regarding Novell's results of operations because it enables investors
to make additional meaningful comparisons of Novell's performance from one
reporting period to another. Because these types of charges and reserves occur
irregularly, are often material, and are not readily capable of being predicted,
Novell believes that the non-GAAP presentation may be useful in assessing the
future prospects of the Company.
Novell believes that the presentation of adjusted income (loss) before taxes,
which excludes investment write downs, loss on the acquisition of minority
interest shares, and the loss on the sale of four subsidiaries (as well as the
items discussed above), provides useful information to investors regarding
Novell's results of operations because the investment write downs are influenced
by market valuations, general economic conditions and the performance of the
underlying investees, and, consequently, these items do not reflect Novell's
day-to-day business operations of delivering software and services solutions to
its customers. Because these write downs are not readily capable of being
predicted, occur irregularly and are often material, Novell believes that the
non-GAAP presentation may be useful in assessing the future prospects of the
Company.
Novell believes that the presentation of adjusted net income (loss) and adjusted
diluted net income (loss) per share taking into account the tax adjustments that
are related to the items listed above and the cumulative effect of an accounting
change related to goodwill impairment provides useful information to investors
regarding Novell's results of operations because it assists investors in
evaluating the overall net effect of the foregoing adjustments and to make
meaningful comparisons against the non-adjusted GAAP results that are presented.
In accordance with the procedural guidance in SEC Release No. 33-8216, the
information in this Form 8-K and the Exhibit attached to this Form 8-K are being
furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12.
Disclosure of Results of Operations and Financial Condition." The information
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
SIGNATURES
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 thereunto duly authorized.
Novell, Inc.
(Registrant)
Date: May 22, 2003 By: /s/ Joseph S. Tibbetts, Jr.
---------------------------------------
Joseph S. Tibbetts, Jr.,
(Senior Vice President, Chief Financial
Oficer and Principal Accounting Officer)
EXHIBIT INDEX
The following exhibit is filed as part of this current report on Form 8-K:
Exhibit
Number Description
99.1 Press release of Novell, Inc. dated May 22, 2003.