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
March 12, 2001
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 (IRS Employer
of incorporation) File Number) Identification Number)
1800 South Novell Place
Provo, Utah 84606
(Address of principal executive offices)
(801) 429-7000
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On March 12, 2001, Novell, Inc., a Delaware corporation ("Novell"), entered
into an Agreement and Plan of Reorganization (the "Merger Agreement") to acquire
Cambridge Technology Partners (Massachusetts), Inc. ("Cambridge").
Pursuant to the Merger Agreement, and subject to the conditions set forth
therein (including approval of the transaction under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and by the stockholders of
Cambridge), Ceres Neptune Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Novell ("Merger Sub"), will be merged with and into
Cambridge (the "Merger"). At the effective time of the Merger, the separate
existence of Merger Sub will cease and Cambridge will continue as the surviving
corporation and as a wholly owned subsidiary of Novell. In connection with the
Merger, holders of outstanding shares of Cambridge common stock will receive, in
exchange for each share of Cambridge common stock held by them, 0.668 (the
"Exchange Ratio") shares of Novell common stock. In addition, Novell will
assume all options outstanding at the effective time of the Merger under
Cambridge's existing stock option plans, and each option will be or will later
become exercisable for shares of Novell common stock rather than shares of
Cambridge common stock, in an amount adjusted to reflect the Exchange Ratio, and
at an exercise price adjusted to reflect the Exchange Ratio. The Merger is
valued at approximately $266 million based on the closing price for Novell
shares of $6.06 on March 9, 2001. The Merger is intended to be a tax-free
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended, and will be accounted for as a purchase. The Merger is expected to be
completed in the third quarter of Novell's fiscal 2001.
Upon consummation of the Merger, Cambridge will be entitled to name two
directors to the Board of Novell and Jack L. Messman will become the President
and Chief Executive Officer of Novell.
A copy of the Merger Agreement is filed herewith as Exhibit 2.1. The
exhibit is incorporated by reference herein and the foregoing description is
qualified in its entirety by reference to such exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated as of March 12, 2001, by
and among Novell, Inc., a Delaware corporation, Ceres Neptune
Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Novell, Inc., and Cambridge Technology Partners
(Massachusetts), Inc., a Delaware corporation.
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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 hereunto duly authorized.
Dated: March 16, 2001 NOVELL, INC.
/s/ Josephine T. Parry
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Josephine T. Parry
General Counsel
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INDEX TO EXHIBITS
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Exhibit
Number Description of Document
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2.1 Agreement and Plan of Reorganization dated as of March 12, 2001,
by and among Novell, Inc., a Delaware corporation, Ceres Neptune
Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Novell, Inc., and Cambridge Technology Partners
(Massachusetts), Inc., a Delaware corporation.
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