UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Novell, Inc.
(Name of Issurer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
670006 10 5
(CUSIP Number)
Betty DePaola, Director of Shareholder Services
Novell, Inc., 2180 Fortune Drive, San Jose, CA 95131
(408) 434-2300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 24, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13-d-I(b)(3) or (4), check the following
box_____.
Check the following box if a fee is being paid with the statement__X_. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-I(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 670006 10 5
1 NAME OF REPORTING PERSON Bruce W. Bastian
S.S. OR I.R.S. NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
3 SEC USE ONLY
4 SOURCE OF FUNDS* SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF 7 SOLE VOTING POWER 19,783,394
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 19,783,394
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,690,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IS ROW (11)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7%
14 TYPE OF REPORTING PERSON IN
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock, par value $.10 per share, of
Novell, Inc., a Delaware corporation ("Novell"). The principal executive
offices of Novell, Inc. are located at 122 East 1700 South, Provo, Utah 84606,
telephone (801) 429-7000.
Item 2. Identity and Background.
This Schedule 13D is filed by Bruce W. Bastian, whose current address is
1384 North 450 East, Orem, Utah 84057. Mr. Bastian is [principal occupation].
Mr. Bastian has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Novell Common Stock held by Mr. Bastian were acquired
pursuant to an Agreement and Plan of Reorganization, dated as of March 21,
1994, and amended as of May 31, 1994 (the "Merger Agreement"), in exchange for
shares of common stock of WordPerfect held by Mr. Bastian. The Merger
Agreement is incorporated by reference herein (see Item 7) and all references
to the Merger Agreement contained herein are qualified in their entirety by
reference to the full text of the Merger Agreement.
Item 4. Purpose of Transaction.
Pursuant to the Merger Agreement, WordPerfect was merged with and into
Novell (the "Merger"), with Novell as the surviving corporation, and each
share of common stock of WordPerfect (other than shares held by WordPerfect,
Novell or their respective subsidiaries and shares, if any, held by persons
exercising dissenters' rights in accordance with the URBCA ("Dissenting
Shares")), including shares issuable upon the exercise of any option to
acquire shares of common stock of WordPerfect prior to the effective time of
the Merger, that are issued and outstanding immediately prior to the effective
time of the Merger (other than Dissenting Shares) were automatically canceled
and extinguished and converted, without any action on the part of the holder
thereof, into the right to receive one share of Novell Common Stock. On
June 8, 1994, the last sale price of Novell Common Stock as reported on the
Nasdaq National Market was $17 1/4 per share.
Based upon the number of shares of Novell Common Stock outstanding as of
May 27, 1994, 362,229,164 shares of Novell Common Stock will be outstanding
immediately after the effective time of the Merger, of which approximately
14.18% will be held by the former holders of common stock of WordPerfect.
In connection with the Merger, Novell has agreed that the Novell Board
of Directors will, promptly following the receipt of a request from Mr.
Bastian and another former WordPerfect shareholder, Alan C. Ashton, increase
the size of the Novell Board of Directors from seven to nine and at such time
cause Mr. Bastian and Dr. Ashton (or their designees) to be elected to the
Novell Board of Directors. Mr. Bastian and Dr. Ashton are expected to make
such a request in the latter part of 1994. The Novell Board of Directors has
agreed to take all necessary action to cause Dr. Ashton and Mr. Bastian and
Dr. Ashton (or their designees) to be nominated for election at the Novell
annual meeting of stockholders for fiscal year 1995.
Item 5. Interest in Securities of the Issuer.
a. As of the date of this Schedule 13D, Mr. Bastian
beneficially owns 25,690,050 shares of Novell Common Stock, or
approximately 7% of the issued and outstanding shares of Novell's
Common Stock (based on a representation by Novell in the
Registration Statement on Form S-4 (Registration No. 33-53215)
filed with the Securities and Exchange Commission on April 22,
1994, and all amendments thereto, registering the shares of Novell
Common Stock issued in connection with the Merger, that there were
362,229,164 shares of Novell Common Stock issued and outstanding
as of May 27, 1994). Such 25,690,050 shares of Novell Common
Stock include (a) 5,511,796 shares held by Melanie L. Bastian, Mr.
Bastian's wife, as to which shares Mr. Bastian disclaims
beneficial ownership, and (b) 394,860 shares held by a third party
as custodian for the children Bruce and Melanie Bastian who are
under 18 years of age, as to which shares Mr. Bastian disclaims
beneficial ownership.
b. Mr. Bastian has sole power to vote and dispose of 19,738,394
shares of Novell Common Stock, which number of shares excludes the
5,511,796 shares held by Melanie L. Bastian and the 394,860 shares
held by a third party as custodian for the children of Bruce and
Melanie Bastian who are under 18 years of age.
c. Other than as described herein, there were no Novell Common
Stock transactions effected by Mr. Bastian during the 60-day
period preceding the date set forth on the cover.
d. Not applicable.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
As noted under Item 4 above, Novell, in connection with the Merger, has
agreed that the Novell Board of Directors will, promptly following the receipt
of a request from Mr. Bastian and Dr. Ashton increase the size of the Novell
Board of Directors from seven to nine and at such time cause Mr. Bastian and
Dr. Ashton (or their designees) to be elected to the Novell Board of
Directors.
Item 7. Material to Be Filed as Exhibits.
*1 Agreement and Plan of Reorganization, dated as of March 21,
1994, and Amendment to Agreement and Plan of Reorganization,
dated as of May 31, 1994 (as amended, the "Merger
Agreement"), among Novell, Novell Acquisition Corp.,
WordPerfect, Alan C. Ashton, Bruce W. Bastian and Melanie L.
Bastian.
- -----------------
*Incorporated by reference to Novell's Registration Statement on
Form S-4 (Registration No. 33-53215) filed with the Securities
and Exchange Commission on April 22, 1994, and all amendments
thereto.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 5, 1994
/s/ Bruce W. Bastian
_________________________
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Exhibits Number
**1 Agreement and Plan of Reorganization, dated as of
March 21, 1994, and Amendment to Agreement and Plan of
Reorganization, dated as of May 31, 1994 (as amended,
the "Merger Agreement"), among Novell, Novell Acquisition
Corp., WordPerfect, Alan C. Ashton, Bruce W. Bastian
and Melanie L. Bastian.
- ----------------------
**Incorporated by reference to Novell's Registration Statement on Form S-4
(Registration No. 33-53215) filed with the Securities and Exchange Commission
on April 22,1994, and all amendments thereto.<PAGE>
