As filed with the Securities and Exchange Commission on July 8, 1994
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NOVELL, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 87-0393339
(State of Incorporation) (IRS Employer Identification No.)
122 East 1700 South
Provo, Utah 84606
(Address of principal executive offices)
NOVELL/WORDPERFECT STOCK PLAN
(Full title of the plan)
David R. Bradford, Esq.
Novell, Inc.
122 East 1700 South
Provo, Utah 84606
(801) 429-7000
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Aaron J. Alter, Esq.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
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<C>CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to to be Price Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
Common Stock to be 7,233,000 shares $8.50 $61,480,500 -
issued pursuant to the
Novell/WordPerfect 52,500 shares $10.50 $551,250 -
Stock Plan, par value
$.10 per share 500,500 shares $13.50 $6,756,750 -
Aggregate to be
registered 7,786,000 shares $8.8349 $68,788,500 $23,720
(1) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the exercise
price of outstanding options (weighted average exercise price of
$8.8349 per share).
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NOVELL, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by References
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore
filed by Novell, Inc. (the "Company") with the Securities and
Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended October 30, 1993, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended January 29, 1994 filed pursuant to Section 13 of the
1934 Act.
(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1994 filed pursuant to Section 13 of the
1934 Act.
(4) The Company's current report on Form 8-K for the date of
report June 24, 1994 filed pursuant to Section 13 of the 1934 Act.
(5) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed April 3,
1985, pursuant to Section 12(g) of the 1934 Act and the description
of the Company's Preferred Shares Rights Plan and the Series A
Junior Participating Preferred Shares issuable thereunder contained
in the Company's Registration Statement on Form 8-A dated
December 12, 1988.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act on or after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Counsel for the Company, Wilson, Sonsini, Goodrich &
Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto,
California 94304-1050, has rendered an opinion to the effect
that the Common Stock offered hereby is duly and validly issued,
fully paid and nonassessable. Certain members of Wilson, Sonsini,
Goodrich & Rosati, P.C., or investment partnerships of which such
persons are partners, beneficially own approximately 13,000 shares
of the Company's Common Stock. Larry Sonsini, a member of Wilson,
Sonsini, Goodrich & Rosati, and a member of the Board of Directors
of the Company, holds options to purchase 40,000 shares of the
Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant,
indemnity to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement forexpenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Further,
in accordance with the Delaware General Corporation Law, the Company's
Certificate of Incorporation eliminates the liability of a director of
the Company to the Company and its stockholders for monetary damages for
breaches of such director's fiduciary duty of care in certain instances.
Article VII of the Bylaws of the Company provides for indemnification of
certain agents to the maximum extent permitted by the Delaware General
Corporation Law. Persons covered by this indemnification provision
include any current or former directors, officers, employees and other
agents of the Company, as well as persons who serve at the request of the
Company as directors, officers, employees or agents of another enterprise.
In addition, the Company has entered into contractual agreements with
certain directors and officers of the Company designated by the Board to
indemnify such individuals to the full extent permitted by law. These
agreements also resolve certain procedural and substantive matters that
are not covered, or are covered in less detail, in the Bylaws or by the
Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the Delaware General Corporation Law,
the Company's Certificate of Incorporation, the foregoing Bylaw
provisions or the Company's indemnification agreements, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnificationis against public policy as expressed
in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company in a successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion
of its counsel the question has already been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of counsel as to legality of securities
being registered (see page II-6).
10.1 Novell/WordPerfect Stock Plan and form of
agreement thereunder.
23.1 Consent of Independent Auditors (see page II-7).
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Sec-
tion 13(a) or Section 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undesigned, thereunto duly authorized, in the City of
Provo, State of Utah, on July 8, 1994.
NOVELL, INC.
By: /s/David R. Bradford, Esq.
David R. Bradford, Esq.
Senior Vice President,
Secretary and General Counsel
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond J. Noorda
and David R. Bradford and each of them, as his or her attorney-in-
fact, with full power of substitution in each, for him or her in
any and all capacities to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Raymond J. Noorda Chairman of the Board July 8, 1994
Raymond J. Noorda
/s/ Robert J. Frankenberg
Robert J. Frankenberg President and Chief July 8, 1994
Executive Officer and
Director
(Principal Executive
Officer)
/s/ James R. Tolonen Chief Financial Officer July 8, 1994
James R. Tolonen (Principal Financial and
Accounting Officer)
/s/ Elaine R. Bond Director July 8, 1994
Elaine R. Bond
/s/ Jack L. Messman Director July 8, 1994
Jack L. Messman
Executive Vice President, July 8, 1994
Kanwal S. Rekhi Corporate Technology and
Director
/s/ Larry W. Sonsini Director July 8, 1994
Larry W. Sonsini
/s/ Ian R. Wilson Director July 8, 1994
Ian R. Wilson
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Exhibit 5.1
July 8, 1994
Novell, Inc.
122 East 1700 South
Provo, Utah 84606
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or
about July 8, 1994 (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as amended,
of 7,786,000 shares of your Common Stock (the "Shares") reserved
for issuance under the Novell/WordPerfect Stock Plan (the "Plan").
As your legal counsel, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares under the Plan.
It is our opinion that, when issued and sold in the manner
referred to in the Plan and pursuant to the agreements which
accompany the Plan, the Shares will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name
wherever appearing in the Registration Statement, including any
Prospectus constituting a part thereof, and any amendments thereto.
Sincerely yours,
/s/ Wilson, Sonsini, Goodrich & Rosati
WILSON, SONSINI, GOODRICH & ROSATI
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Exhibit 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Novell/WordPerfect Stock Plan of
Novell, Inc. of our reports dated December 7, 1993, with respect to the
consolidated financial statements of Novell, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended
October 30, 1993, and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission. The financial
statements and schedules of Novell, Inc. incorporated by reference or
includedin its Annual Report (Form 10-K) for the year ended October 30,
1993 will be restated to reflect the combined financial results of Novell,
Inc. and WordPerfect Corporation to give effect to the merger of the two
companies using the pooling of interests method of accounting.
/s/ Ernst & Young
ERNST & YOUNG
San Jose, California
July 5, 1994
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
NOVELL, INC.
July 8, 1994
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INDEX TO EXHIBITS
Exhibit Page
No. Description No.
5.1 Opinion of Counsel as to legality of securities __
being registered (see page II-6 of the
Registration Statement).
10.1 Novell/WordPerfect Stock Plan and form of __
agreement thereunder.
23.1 Consent of Independent Auditors (see page II-7 __
of the Registration Statement).
23.2 Consent of Counsel (contained in Exhibit 5.1 __
hereto).
24.1 Power of Attorney (see page II-5 of the __
Registration Statement).
27.1 Financial Data Schedule __
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