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): July 17, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 17, 2002, Novell, Inc., a Delaware corporation ("Novell"), and
SilverStream Software, Inc., a Delaware corporation ("SilverStream"), issued a
joint press release announcing the closing of Novell's tender offer ("Offer")
for the shares of common stock of SilverStream. The Offer expired at 9:00 a.m.,
New York City time, on Wednesday, July 17, 2002. A copy of the joint press
release issued by Novell and SilverStream on July 17, 2002 providing the
results of the Offer is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Based on preliminary information provided by Mellon Investor Services LLC,
the depositary for the Offer, approximately 23,369,104 shares of SilverStream
common stock were validly tendered into the Offer (including 3,223,836 shares
tendered by notice of guaranteed delivery), which represents approximately
99.8% of SilverStream's outstanding common stock (based upon 23,427,448 shares
outstanding as of July 17, 2002), and Novell has irrevocably accepted such
shares for payment. Tendering stockholders will be paid $9.00 per share for
each validly tendered share.
The tender offer was made pursuant to an Agreement and Plan of Merger,
dated as of June 9, 2002, among SilverStream, Novell and Delaware Planet Inc.
("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Novell
(the "Merger Agreement"). The details of the tender offer were disclosed in a
Tender Offer Statement on Schedule TO, filed with the Securities and Exchange
Commission on June 18, 2002.
Further, pursuant to the Merger Agreement, Purchaser will be merged (the
"Merger") with and into SilverStream with the surviving company becoming a
wholly-owned subsidiary of Novell. Novell anticipates that the Merger will be
accomplished under Section 253 of the General Corporation Law of the State of
Delaware providing for the merger of Purchaser into SilverStream without a vote
of SilverStream stockholders. Following the Merger, all remaining SilverStream
stockholders who did not tender their shares in the tender offer will be paid
the same $9.00 per share in cash paid in the tender offer. Upon completion of
the Merger, SilverStream will derigister its common stock and will no longer be
publicly traded.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
The financial statements of SilverStream required by this item will
be filed by amendment to this report as soon as practicable, but no later
than 60 days after the date hereof.
(b) Pro Forma Financial Information
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The pro forma financial information as required by this item will be
filed by amendment to the this report as soon as practicable, but no later
than 60 days after the date hereof.
(c) Exhibits.
Exhibit Number Description of Document
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99.1 Joint Press Release dated July 17,
2002 (incorporated by reference to
the Schedule TO/A filed by Novell
with the SEC on July 17, 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: July 17, 2002
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Exhibit Index
Exhibit
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99.1 Joint Press Release dated July 17, 2002 ( incorporated
by reference to the Schedule TO/A filed by Novell with
the SEC on July 17, 2002).