SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 9, 2002
NOVELL, INC.
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(Exact Name of Registrant Specified in Charter)
Delaware 0-13351 87-0393339
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
1800 South Novell Place
Provo, Utah 84606
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (801) 429-7000
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
Novell, Inc., a Delaware corporation ("Novell"), has entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of June 9, 2002
by and among Novell, Delaware Planet Inc., a Delaware corporation and a
wholly-owned subsidiary of Novell ("Purchaser"), and SilverStream Software,
Inc., a Delaware corporation ("SilverStream"), pursuant to which Novell will
acquire SilverStream for $9.00 per share of SilverStream common stock, in cash.
The Merger Agreement contemplates Purchaser commencing a tender offer (the
"Offer") for all outstanding shares of SilverStream common stock at a price of
$9.00 per share, net to the seller in cash, without interest, subject to certain
conditions, including the receipt of all necessary government approvals and the
tender, without withdrawal prior to the expiration of the offer, of at least a
majority of SilverStream's outstanding shares of common stock on a fully-diluted
basis. Following consummation of the Offer and the satisfaction or waiver of
certain conditions, Purchaser will be merged with and into SilverStream (the
"Merger") with SilverStream surviving the Merger as a wholly-owned subsidiary of
Novell, whereby all of the remaining outstanding shares of SilverStream common
stock will be converted into the right to receive $9.00 per share in cash. On
June 10, 2002, Novell issued a press release, which is filed as Exhibit 99.1
hereto and incorporated by reference herein, regarding the execution of the
Merger Agreement. The foregoing description of the Merger does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Document
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2.1 Agreement and Plan of Merger dated as of
June 9, 2002 by and among Novell, Inc.,
Delaware Planet Inc. and SilverStream
Software, Inc.
99.1 Joint Press Release dated June 10, 2002.
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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.
(Registrant)
By: /s/ Joseph A. LaSala, Jr.
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Joseph A. LaSala, Jr.
Senior Vice President, General Counsel
and Secretary
Dated: June 10, 2002
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Exhibit Index
Exhibit
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2.1 Agreement and Plan of Merger dated as of
June 9, 2002 by and among Novell, Inc.,
Delaware Planet Inc. and SilverStream
Software, Inc.
99.1 Joint Press Release dated June 10, 2002
(incorporated by reference to the Schedule
TO-C filed by Novell, Inc. with the SEC on
June 10, 2002).