NOVELL INC
8-K, 1999-10-14
PREPACKAGED SOFTWARE
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                                 UNITED STATES
                       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


                               SEPTEMBER 30, 1999

                                 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                 (Commission                  (IRS Employer
    jurisdiction                  File Number)               Identification No.)
 of incorporation)


                               122 EAST 1700 SOUTH
                                PROVO, UTAH 84606
                    (Address of Principal Executive Offices)

                                  801-861-7000
              (Registrant's Telephone Number, Including Area Code)


<PAGE>




ITEM 5.   OTHER EVENTS

         On  September  30,  1999,  the  Registrant  and   Whittman-Hart,   Inc.
("WHITTMAN-HART"),  a leading  provider of  integrated  business and  technology
solutions for growing and middle-market companies,  issued a joint press release
attached  as Exhibit  99.1 to  announce  that (a) the  Registrant  has agreed to
invest $100 million in  Whittman-Hart,  and (b) the Registrant and Whittman-Hart
have formed an  alliance  to jointly  develop  Novell(R)  Directory  Services(R)
(NDS(R)) solutions for mid-sized  businesses.  The information  contained in the
press release is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

                  99.1         Press Release dated September 30, 1999.


<PAGE>


                                   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 as of October 13, 1999                  NOVELL, INC.

                                    By:      /S/     DAVID R. BRADFORD
                                             David R. Bradford
                                             Sr. Vice President, General Counsel
                                             and Corporate Secretary


<PAGE>


                                INDEX TO EXHIBITS

   EXHIBIT
   NUMBER                       DESCRIPTION

    99.1          Press Release dated September 30, 1999.







                                  EXHIBIT 99.1

FOR IMMEDIATE RELEASE
SEPT. 30, 1999

NOVELL TO INVEST $100  MILLION IN  WHITTMAN-HART  TO  ACCELERATE  DEPLOYMENT  OF
DIRECTORY-BASED COMPUTING SOLUTIONS TO GROWING, MID-SIZED BUSINESSES

INVESTMENT IS FIRST STEP IN NOVELL'S STRATEGIC SERVICES INITIATIVE

PROVO,  UTAH AND CHICAGO--  SEPT.  30, 1999 -- Novell,  Inc.  (NASDAQ:NOVL)  and
Whittman-Hart, Inc. (NASDAQ:WHIT), a leading provider of integrated business and
technology  solutions for growing and middle-market  companies,  today announced
that  Novell  will  invest  $100  million in  Whittman-Hart  to  accelerate  the
deployment  of  Novell(R)  Directory  Services(R)  (NDS(R))  in  enterprise  and
e-business solutions.  This investment and strategic alliance will help meet the
needs of customers in mid-sized  businesses  for secure,  manageable  e-business
solutions that span the enterprise and the Internet. The investment is the first
step  in a new  Novell  initiative  to  expand  its  partnerships  with  leading
consulting and systems integrator organizations worldwide.

Under the terms of the investment  agreement,  Novell will purchase $100 million
worth of  Whittman-Hart  stock.  This investment will represent  approximately 6
percent of Whittman-Hart's outstanding capitalization.

In  addition,  the two  companies  have formed an  alliance  to jointly  develop
customized  NDS  solutions  for  mid-sized  businesses.   These  solutions  will
integrate NDS with leading e-business applications such as customer relationship
management, supply chain management,  enterprise e-business tools and Enterprise
Resource Planning extended to the Internet.  Whittman-Hart will also establish a
Solutions   Development  Center  to  train  employees  on  these  solutions  and
demonstrate them to customers.  Whittman-Hart will train over 600 consultants in
NDS and related Novell solutions,  including  qualification of these consultants
as Novell Certified Directory EngineersSM.

"We invested in Whittman-Hart to drive the growth of  directory-based  solutions
that are becoming  critical to the way  information is managed and accessed in a
networked  world,"  said Dr.  Eric  Schmidt,  Novell  Chairman  and  CEO.  "This
agreement is an important  component  in an ongoing  series of Novell  strategic
investments  and  alliances  that  are  speeding  the  deployment  of  directory
solutions  worldwide.  The combination of Novell's networking  expertise,  along
with Whittman-Hart's  solutions  expertise,  will meet the needs of customers in
mid-sized  businesses for more efficient and secure management of their business
networks and the Internet."

"Whittman-Hart  clients  are  using  e-business  technologies  to  extend  their
enterprises  and better manage  relationships  with  customers,  employees,  and
suppliers," said Robert Bernard,  Whittman-Hart Chairman and CEO. "The solutions
we develop based on NDS represent a huge  opportunity  for our clients to better
manage their private networks and Internet security."

NDS, Novell's  industry-leading  full-service  directory,  provides  centralized
network  management  and  security  that  reduces  the  cost and  complexity  of
deploying  mission-critical  applications on heterogeneous business networks and
the Internet.  Novell is pursuing  investment  opportunities  in consulting  and
services  companies  around the world  focused  on  specific  application  areas
supported  by NDS,  including  customer  relationship  management,  supply chain
management and e-business.

Novell  and  Whittman-Hart  have  executed  a  definitive  agreement,  and  each
company's  Board of Directors has voted to approve the  investment and alliance.
Novell  and  Whittman-Hart  expect  to close the  agreement  by  November  1999,
following government approval under the Hart-Scott-Rodino Act.

ABOUT NOVELL

Novell,  Inc. is the world's leading  provider of  directory-enabled  networking
software.  Novell  solutions  give  businesses  total  control of their  private
networks  and the  Internet,  simplifying  the  management  of user  access  and
identity.  Novell's  worldwide  channel,  consulting,  developer,  education and
technical  support  programs  are the most  extensive  in the network  computing
industry.  For information on Novell's  complete range of products and services,
contact Novell's  Customer  Response Center at (888) 321-4CRC  (4272),  or visit
Novell's Web site at HTTP://WWW.NOVELL.COM.

ABOUT WHITTMAN-HART

Headquartered  in  Chicago,  Whittman-Hart  helps  clients  improve  marketplace
performance  through  the  strategic  use of  information  technology.  In 1999,
FORTUNE ranked Whittman-Hart as one of America's  Fastest-Growing  Companies. In
1998 and 1997, Forbes named Whittman-Hart one of the 200 Best Small Companies in
America.  In 1998,  Standard & Poor's  added the Company to its S&P SmallCap 600
Index.


<PAGE>



Whittman-Hart has approximately  3,700 employees in 21 branch offices throughout
the United States and the United Kingdom. Its Web site is WWW.WHITTMAN-HART.COM.

                                                                  ###

Novell, NDS and Novell Directory Services are registered trademarks,  and Novell
Certified  Directory  Engineer is a service  mark of Novell,  Inc. in the United
States and other countries. All third-party trademarks are the property of their
respective owners.

NOVELL PRESS CONTACTS:
Jonathan Cohen
Novell, Inc.
Phone: (408) 967-7268
Internet: [email protected]

Katie Hogan
Cunningham Communications
Phone: (650) 858-3760
Internet: [email protected]

WHITTMAN-HART PRESS CONTACTS:
Dean Dranias
Whittman-Hart, Inc.
Phone: (312) 602-6155
Internet: [email protected]

Marnie Gordon
Edelman Publications
Phone: (312) 240-2633
Internet: [email protected]


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