NOVELL INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-04-28: Form 8-K; Period of report 2011-04-25; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2011-04-27: Form 8-K; Period of report 2011-04-27; Description 8.01 Other Events; Details 8.01.
- 2011-04-21: Form 8-K; Period of report 2011-04-20; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2011-04-14: Form 8-K; Period of report 2011-04-12; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2011-04-28 | 8-K | 2011-04-25 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 27, 2011, upon the terms and subject to the conditions of the Patent Purchase Agreement, as amended, the Company sold all of its right, title and interest in certain identified issued patents and patent applications to CPTN for $450 million in cash. 3.01 As previously publicly disclosed, on November 21, 2010, the Company entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) with Attachmate Corporation (“Attachmate”) and Longview Software Acquisition Corp., a wholly owned subsidiary of Attachmate (“Merger Sub”). 3.03 At the effective time of the merger on April 27, 2011 and pursuant thereto, the Company’s Restated Certificate of Incorporation was amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the effective time, except that the name of the company set forth therein is “Novell, Inc.” (the “Amended Certificate of Incorporation”). 5.01 The information set forth in Item 3.01 and Item 5.02, under the caption, “Change in Composition of Board of Directors,” of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The Company is party to a severance agreement with each of Ronald W. Hovsepian, Dana C. Russell, John K. Dragoon, Colleen A. O’Keefe, Scott N. Semel and James P. Ebzery, executive officers of the Company, as well as certain other of the Company’s executive and other officers (collectively, the “Severance Agreements”). 5.03 The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. 8.01 As a result of the consummation of the Company’s merger with Merger Sub on April 27, 2011, the Company no longer has public stockholders, and, therefore, the Company’s 2011 Annual Meeting of Stockholders, scheduled to be held on May 13, 2011, has been canceled. | d8k.htm |
| 2011-04-27 | 8-K | 2011-04-27 | 8.01 Other Events | 8.01 On April 27, 2011, Novell, Inc., a Delaware corporation (the “Company”), issued a press release announcing the completion of the sale of certain identified issued patents and patent applications to CPTN Holdings LLC for $450 million in cash and the completion of the Company’s merger with Attachmate Corporation. | d8k.htm |
| 2011-04-21 | 8-K | 2011-04-20 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 As previously publicly disclosed, one of the conditions to closing of the patent sale to CPTN was the expiration of the applicable waiting period under the German Act against Restraints of Competition in the version of 15 July 2005, as amended. | d8k.htm |
| 2011-04-14 | 8-K | 2011-04-12 | 8.01 Other Events | 8.01 The merger contemplated by the merger agreement remains subject to the satisfaction or waiver of certain closing conditions, including the closing of the sale of certain identified issued patents and patent applications to CPTN Holdings LLC (“CPTN”) pursuant to a Patent Purchase Agreement, dated as of November 21, 2010. | d8k.htm |
| 2011-03-28 | 8-K | 2011-03-23 | 8.01 Other Events | 8.01 The merger contemplated by the merger agreement remains subject to the satisfaction or waiver of certain closing conditions, including the closing of the sale of certain identified issued patents and patent applications to CPTN Holdings LLC (“CPTN”) pursuant to a Patent Purchase Agreement, dated as of November 21, 2010. | d8k.htm |
| 2011-03-10 | 8-K | 2011-03-04 | 8.01 Other Events | 8.01 The merger contemplated by the merger agreement remains subject to the satisfaction or waiver of certain closing conditions, including the closing of the sale of certain identified issued patents and patent applications to CPTN Holdings LLC (“CPTN”) pursuant to a Patent Purchase Agreement, dated as of November 21, 2010. | d8k.htm |
| 2011-03-03 | 8-K | 2011-01-31 | 2.02 Results of Operations and Financial Condition | 2.02 On March 3, 2011, Novell, Inc. (“Novell”) issued a press release to report Novell’s financial results for the first fiscal quarter ended January 31, 2011. | q111_8-k.htm |
| 2011-02-17 | 8-K | 2011-02-17 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On February 17, 2011, Novell, Inc. (the “Company”) held a special meeting of stockholders to, among other things, consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of November 21, 2010, by and among the Company, Attachmate Corporation and Longview Software Acquisition Corp. (the “Merger Agreement”). 8.01 On February 17, 2011, the Company issued a press release announcing the voting results of the special meeting. | d8k.htm |
| 2011-01-11 | 8-K | 2011-01-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) Compensatory Arrangements of Certain Officers. | d8k.htm |