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1
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EXHIBIT M
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EXTRACTED KEY WORDS
VICT PRESIDENT |
i
I .-
IROM:,-. _ Datid~Rr,dfL
covcr)~L.
. . ,-.
.*
.
_ : . . . . ; ., ..,-, -. . : ; ~
e * :.
..,:
Very truly yours,
. Dwid R Bra&W
. Sr. Vict President
and Gcnerat Counsel
SNIPPETS:
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2
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EXHIBIT K
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EXTRACTED KEY WORDS
SNUFFER NOVELL LAW NELSON ACCORDANCE COMMUNICATIONS SHAREHOLDER BYLAWS SANDY DWE SBA JOSE KILTLINE DWE SBA DEPAOIA APPLICABLE LAW CHARGES REQUESTED MATERIALS GOVERNING LAW RESUBMIT DELAWARE LAW PROVISIONS REIEVANT WRITTEN COMMUNICATIONS DECLINE YOURREQUESTS WILLARDSON MESSRS MEETING SOUTH STATE STREET DAHLE TIMOTHY MIGUEL WIARDSON DENVER |
EXHIBIT "K"
I
i
Novell.
Facsimile - _ Ta:
Snuffer and Gmthy wlllaK!sul
Company. Nelson. S~L%W
Fu:
id:
Dare:
78.1996
Fi8:
E-1CLDEA'S
Pages:
wvw shet .
Nctes:
`,, .`,
. .,.
-.' :
_ ., -.
...
SNIPPETS:
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3
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EXHIBIT E
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EXTRACTED KEY WORDS
NOVELL NET SALES REVENUE NET INCOME APPLICATIONS EMPLOYEES NETWARE CASH PERSONAL PRODUCTIVITY INVESTMENTS COMMON MANAGEMENT SMART GLOBAL NETWORK INTERNET SHARES SHAREHOLDERS NEST SHARES OUTSTANDING AVERAGE EQUITY SHORT-TERM INVESTMENTS TOTAL ASSETS TECHNOLOGY GROUPWISE WORDPERFECT GROUPWARE COMMUNICATION RESOURCES UNIX SYSTEM CUSTOMERS |
EXHIBIT "E"
i
kscal year ended
on 30 1995 Changs 199a Ctange
1993 Over 1994 over 2393
Net sales 52,041,174
51,830,411 +2% 79%
Net income 338,305
40,720 +64% 408% -
Net income per share
.11 +614/o t-i@%
Return on net sales
2% +7 pts -8 pts
Total assets S2,416,830
s1.745.337 +239/o +12%
Cash and short-term investments 1,321,231
719,197 +53% +ZO%
Shareholders' equity 1,938,262
1.146.026 +30x +30%
Rerum on average equity'
4x +4 pts +I2 p:s
Number of employees
10,451 -8% -19%
Shareholders of record at year end 12,610
9,308 +2R +32?6
Weighted average shares outstanding 374,584
367,900 +2% 0%
Common shares outstanding at year end 37l,567
359,431 t2% . +1x
SNIPPETS:
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4
.
EXHIBIT D
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EXTRACTED KEY WORDS
PROXY VOTE SHAREHOLDERS PLAN DIRECTORS CORPORATE HEADQUARTERS STOCK SHARES MARKET SALE COMPENSATION ANNUAL MEETING VOTING NORTH TECHNOLOGY MANAGEMENT NON-EMPLOYEE PURCHASE COMMON STOCK AMENDMENTS PRESIDENT COMMITTEE CHAIRMAN PRODUCTIVITY APPLICATIONS PRODUCT NETWORK SOFTWARE REVIEW ACTIONS CHIEF EXECUTIVE OFFICER PURPOSES EXERCISE AWARD PROGRAM |
NOVELL, INC.
1555 Noti Technology Way
Orem,UT 84057
Febntuy 16, 1996
Dear ShareSolder:
You are cordially invited to attend the Company's 1996 ilnnual Meeting on Wednesday,
At the meeting your management will review actions taken during 1995 to r&E-m and
commitment to network software, in&ding the sale of our UnixWare product line and personal
applications product line. We believe the actions taken in Escal 1995 and esly 1996 have
to drive market growth in an increasing!y network-centered world.
The meeting will begin promptly at 2.a p.m., 104 time, in the Auditorium at OUT
Headquarters, 1555 North Technology Way, Orem, Utah. Please note a map has been provided
convenience.
The official Notice of Meeting. proxy statement and form of proxy are included &th
matters listed in the Notice of Meeting are described in detail in the proxy statement.
The vote of every shareholder is important- Mailing your completed proxy will not
voting in person at the meeting if you wish to do so. Please complete, sign, date
proxy, Your cooperation will be greatly appreciated.
Your Board of Directors and management look forward to greeting personally those
are able to attend.
Sincerely,
SNIPPETS:
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5
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EXHIBIT B
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EXTRACTED KEY WORDS
NOVELL REPORT INCORPORATION REFERENCE MARKET NETWORK SECURITIES EXCHANGE ACT EXCHANGE ACT NETWARE SALES REGISTRANT VICE PRESIDENT SUPPORT DISTRIBUTION PURSUANT COMMON STOCK PRODUCT DEVELOPMENT TECHNOLOGY REGULATION OPERATING SYSTEM PERSONAL PRODUCTIVITY APPLICATIONS SHAREHOLDERS CORPORATE OFFICER MANAGEMENT DEVELOPERS ANNUAL REPORT NETWORK RESOURCES CONSOLIDATED FINANCIAL STATEMENTS COMPETITION |
EXHIBIT 'Qrr
"
,
Form 10-K
SECURITIES AND EXCHANGE
COMMISSION
' Washingroq D.C. 20549
Form 10-K
0 MAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934 EE REQUIRED] For the Fiscal Year Ended
1995
OR
C TRKNSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period
Commission File Number 0- 13 3 5 1
NOVELL, INC.
(Exact name of registrant as specsed in its charter)
Deiaware
(State or other jurisdiction of
incorporation or orplization)
87-0393339
(I.R. S. Employer
Identification No.)
lS55`N. Technology Way
Orem, Utah 84057
(Address of principal executive offices and zip code)
(SO 1) 222-6000
(Registrant's telephone number, includiig area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
SNIPPETS:
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6
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EXHIBIT A
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EXTRACTED KEY WORDS
BUSINESS APPLICATIONS NETWORKING REPURCHASE STOCK O/3 O/95 MELANIE KING WORLDWIDE SOFRWARE SUPPLIER NETWORK SOHARE PROVIDER SHORT-TERM INVESTMENTS NOVELL CASH PRIVATE TRANSACTIONS OPEN MARKET OUTSTANDING NOVELL COMMON SHARES NOVELL BOARD FASTEST GROWING PRODUCTS GROUNWSE DIVISION CUSTOMER NEEDS EVOLVE OUATTRO PRO SPREADSHEET WORDPERFECT WORD PROCESSING PERFECTOFFICE SUITE AWARD-WINNING NOVELL INTENDS INDUSTRY PARTNER NOVELL REVENUE |
EXHIBIT "A"
i
t .
r 5 NOVELL TO EXIT PERSONAL PRODuCTlVlrf APPLlCiTlONS BUSINESS
For Immediate Release
NOVELL TO EXIT PERSONAL PR&UCTMTY APPLICATIONS
NOVELL ANNOUNCES INTENTION TO REPWRCEIASE SEIA~S
Orem - UT., Oct. 30, 1995 - Novell. Inc. (Nasdaq: NOVL) announced
the personal productivity appiications business and is in discussions to
Division. The de&ion underscores N&h's previously announced strategy to
software business. The Business Application Division accounted for 16
company's third fiscal quarter which ended in July 1995.
NoveIl's objective is to successfully place its Business Applications Division
within Novell's first fiscal quarter, ending January 1996. Novell intends to
PerfectOffice suite, WordPerfect word processing products, Ouattro Pro
applications are well supported and continue to evolve to meet customer needs.
These actions do not affect Novell's GrounWse Division, whose networked
company's fastest growing products.
In addition, the Novell board of directors authorized a stock repurchase
to 10 percent, or approximately 37 million shares of outstanding Novell
through open market or private transactions over the next twelve months. The
f?om Novell cash and short-term investments that currently total approximately
Novell is the leading network sohare provider and the second largest
worldwide.
Novell Contacts:
Melanie King
408-577-8975
Novell Announcement I O/3 O/95
SNIPPETS:
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7
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REPLY MEMO IN SUPPORT OF OBJECTIONS TO ORDER OF MAGISTRATE JUDGE
|
EXTRACTED KEY WORDS
DISCOVERY TRANSFER MOTION COMPLAINT DEFENDANTS NOVELL COURT EMPLOYEES REFORM ACT WITNESSES CUSTOMERS JUDGE INFANTE MERITS LOCAL RULE SALES MATERIAL WITNESSES PRECLUDES CIVIL LOCAL RULE CALIFORNIA UNITED STATES MERITS-RELATED DISCOVERY PLAINTIFFS ARGUE POTENTIAL WITNESSES ORDERING DEFENDANTS SECURITIES LITIGATION TRANSACTIONS UNDUE PREJUDICE WILSON SONSINI GOODRICH UNITED STATES DISTRICT CLASS ACTION |
TERRY T. JOHNSON (121569)
AILEEN L. ARRIETA (130868)
PERI B. ERLANGER (196781)
DANIEL W. TURBOW (175015)
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300
Attorneys for Defendants
NOVELL, INC., JOSEPH A. MARENGI,
JAMES R. TOLONEN, JOHN A. YOUNG,
JACK L. MESSMAN, and
ELAINE R. BOND
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
In re NOVELL, INC. SECURITIES ) Master File No.
LITIGATION ) C-98-20249-JF
____________________________________ ) ) CLASS ACTION
This Document Relates to: ) THE NOVELL DEFENDANTS' REPLY
All Actions ) MEMORANDUM IN SUPPORT OF
) OBJECTIONS TO ORDER OF
) MAGISTRATE JUDGE
)
) Date:
) Time:
) Judge: Honorable Jeremy D. Fogel
____________________________________ ) )
TABLE OF CONTENTS
INTRODUCTION
ARGUMENT
I. THE INFORMATION SOUGHT BY PLAINTIFFS IS NOT RELEVANT TO THE
MERITS OF DEFENDANTS' TRANSFER MOTION
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8
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LITIGANTS
|
EXTRACTED KEY WORDS
PIRRAGLIA NOVELL DISTRICT COURT NORTHERN DISTRICT CALIFORNIA SAN JOSE DOMENICO PIRRAGLIA WILLIAM LERACH ERNST YOUNG LLP DEFENDANT |
5:98cv20249 Pirraglia v. Novell, Inc., et al
CONSOL
U.S. District Court
U.S. District for the Northern District of California (San Jose)
DOMENICO PIRRAGLIA, on behalf William S. Lerach
of himself and all others [COR LD NTC]
similarly situated Henry Rosen
Plaintiff [COR NTC]
Milberg Weiss Bershad Hynes &
Lerach LLP
600 W Broadway Ste 1800
One America Plaza
San Diego, CA 92101
(619) 231-1058
Robert N. Kaplan
[COR NTC]
Kaplan Kilsheimer & Fox
685 Third Ave 26th Flr
New York, NY 10017
(212) 687-1980
Reed R. Kathrein
[COR NTC]
222 Kearny St. 10th Floor
San Francisco, CA 94108
(415)288-4545
v. NOVELL, INC. Terry T. Johnson
defendant [COR LD NTC]
Wilson Sonsini Goodrich &
Rosati
650 Page Mill Road
Palo Alto, CA 94304-1050
650-493-9300
JOSEPH A. MARENGI Terry T. Johnson
defendant (See above)
[COR LD NTC]
JAMES R. TOLONEN Terry T. Johnson
defendant (See above)
[COR LD NTC]
JOHN A. YOUNG Terry T. Johnson
defendant (See above)
SNIPPETS:
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9
.
COMPLAINT A
|
EXTRACTED KEY WORDS
PLAINTIFF NOVELL ACT VIOLATION SECURITIES ACT EXCHANGE ACT SHAREHOLDERS UTAH PRACTICES PROXY SALE ANNUAL REPORT PRODUCTIVITY APPLICATIONS PRODUCT ATTORNEYS MATERIALS MARK BONDIETT DELAWARE CORPORATION INCORPORATES TRANSACTION PERSONAL PRODUCTIVITY APPLICATIONS ANNUAL MEETING MISLEADING OMISSIONS JURISDICTION MATERIAL FACTS REFERENCE ALLEGATIONS MANAGEMENT INCOMPLETE |
Denver C. Snuffer #3031
Timothy Miguel Willardson # 4443
Nelson, Snuffer & Dahle
10885 South State Street
Sandy, Utah 84070
Telephone: (801) 576-1400
Attorneys for Plaintiff
IN THE UNITED STATES DISTRICT COURT
DISTRICT OF UTAH, CENTRAL DIVISION
___________________________________________________________________
|
MARK BONDIETT, an individual | COMPLAINT
Plaintiff, |
vs. || Civil No. 2:96CV0303J
NOVELL, INC., a Delaware Corporation; |
ROBERT J. FRANKENBERG, an individual; |
ALAN C. ASHTON, an individual; ELAINE |
R. BOND, an individual; HANS-WERNER |
HECTOR, an individual; JACK L. |
MESSMAN, an individual; LARRY W. |
SONSINI, an individual; IAN R. WILSON, |
an individual; JOHN R. YOUNG, an |
individual; DAVID R. BRADFORD, an |
individual; and DOES D-ONE through |
D-FIFTY |
Defendants | Judge: Jenkins
_______________________________________|___________________________
Comes now the Plaintiff, Mark Bondiett ("BONDIETT") by and through
his attorneys, and complains of Defendant Novell, Inc. ("Novell" or
"the Company") as follows:
Jurisdiction & Venue
1. The Jurisdiction of this Court is based upon Section 22(a) of
the Securities Act of 1933, as amended (the "Securities Act"),
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10
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EXHIBIT H
|
EXTRACTED KEY WORDS
NETWARE NOVELL CONNECTIVITY COMMUNITIES MARKET OPERATING SYSTEM ENTERPRISE-WIDE WORKGROUPS ALLAN NEST ENABLER APPLIANCES SUPPORT VENDORS CONNECTIVITY ENVIRONMENT SYSTEMS GROUP NCS ALAN BUSINESS BUILDING COMMUNITIES NEWSBYTES OPENS MOBILE EXTEND BUILT ACCORDING GENERARION MANAGEMENT STRENGTHENING |
i Nrwd-qtes June 28, 1995 1 NEW06280025 -ToveIl Reveals Master Plan For "The Seconci Year". BIR~lIXGHAM, ENGLAND, 199.5 JUN 23 (NB) -- It's now a year since Novdl acquired Xerworks `95 computer show which opening in Birmingham yesterday, Novell's Brand Alan told journaiisrs that the company is now preparing for "an excising year ahead. " company's product directions over the coming months, touching on NetWare Connect Sersfices Embedded Systems Technology (NEST) and NetWare Telephony Services (NTS). Alan also expanded on the recently announced Systems Group, which combines the previously Systems Group and Unix Systems Group. Man claims that, by strengthening the management of the company on both sides of the Novell has prepared the ground for a new generarion of products. "We're well on course connecting a billion people to computer networks by the year 2000," he told the audience. According to Allan, the next generation of Novell's networking software products will "defining a single nets-ork system built across multiple servers that is managed and solution. " Over the next year, Novell will roll out a number of new products and services, all Jusiness customers who want to extend NetWare beyond the networking environment. Within said, NetWare will embrace new areas of communications, such as pagers (for messaging), -awing heavily on NCS and NEST technolo-q. TO encourage other vendors to support Novell in this endeavor, the company claims it has networking and connectivity environment, centered on NetWare Director Services. The idea, NetWare connectivity in any electrical appliance, ranging from a TV to a mobile phone to into the NetWare and related connectivity environment. Allan touched on the broad future for NEST which, he said, was gaining widespread support from a broad spectrum of electrical device vendors. "The day will come, he said, when the NEST-compliant, and that opens up a lot of doors," he said. It's difficult to challenge Novell's path to fame over the last few years, Newsbytes notes. percent market share on networking in the UK, with an average 75 percent world-wide now claims 40 million NetWare users, 70 million Unix users and two million NetWare The key question remains whether NEST, a small, modular and operating system independent electronic devices to communicate, takes off or not. Coupled with NCS, a project to network built around NetWare Directory Services (NDS), Novell's strategy seems to be one of for just about anything electrical.SNIPPETS: |
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11
.
EXHIBIT N
|
EXTRACTED KEY WORDS
LHE IHE RIND HOLDER LHS SUPR IHC LHC ROR LAW LHA PROPER ALOCK WHEREBY LHAL LHT NRLLLC PURPOSE LEDGER IHS MNCLUSLON IMM IHT CORPORALION POOLING DEMAND STOCKHOLDER ALOCKHOLDCRE INSPECTION MANNER MEETING VOLLNG TRUATET |
EXHIBIT "N"
.
. 8 5 21s
8 5 210
GENEIlhL
LAW 8 5 210
0m-d tnilh on Ihc pnrl nf corpnrnlc rllrrctnrn
Del. Ck. 123 A.Zd A93 tID5G1, rev'd on
rcglaltnllon. - The putpm
II lrllllee ror Ihe holder
may be impugned hy a show("g Lhal lht
Ilcl. Sqw.. 130 A.Zd 316 119671.
mt~on of 8trnrca we to provide
IIU~ lcgelly he In atill n at&-
meni oi I cmqdalnl la no mink and
all pooling npxmcnla nre
men"8 whereby the coqwnlion
lion, rind 10 1~ na the mr.
Insdequate. imm Iht l tnndplnt oilhe
Y. Oavlta, Del. Gupr., 130 A.2d
lhe names oi lhs pcraona wll,h whom
la cancrmcd. like lhs uaunl truatet,
Ilnn. "1 In impel Ihs mncluslon 1hal
rlly deal ati ahsralsddcrr
ha Ih. rlghl IO vote the alock sbnd-
nakn from acla oibad l&h. or n tccklcan
t nccq~lca llolrl of vollng
a mean8 whereby a "real" owner
n re Olnnl Porlland Comant
irrmm IO Iha rlnhta or nthcrs
mml*l follow thlI3 sectIon. - lr any
becorns tntltted Lo nollficalinn and
A.2d t97 110411.
rrthcr lhsn II reaaonnblo enerclae oi
sgrtement provMl"p lorjnlnt
a~ m aharcholdcr. In rc Norltreoalarn
aharea era PO rtglatrred, aa not Lo rw
Judgment. Perrlns V. Pcnnrnnd Corp.
voting ia 10 drown ~II in c&cl
Co., Del. Ch., 36 h.Zd 916 (1044).
c teal owner, Ihs real
runs rlaka
SNIPPETS:
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12
.
EXHIBIT C
|
EXTRACTED KEY WORDS
NOVELL CUSTOMERS DEVELOPER AGREEMENTS PARTNERS MARKET WORLDWIDE WORDPERFECT TECHNOLOGIES LICENSE COMMON STOCK APPLICATIONS NETWORKING GRAPHICS SUPPORT WINDOWS MERGER ENVOY GROUPWISE SHARES EXCHANGE PERFECTOFICE CORE1 CORPORATION DEFINITIVE AGREEMENTS NASDAQ MULTIMEDIA SOFTWARE WINNING DEVELOPER CONTINUED DEVELOPMENT NOVEU |
aEX!dIBIT ',"
i
Novell PWSS Release: Novell a...Announce Definitive Agreements
For Immediate Release
January 3 I, 1996 I
Novell and Core! Announce Definitive Agreements
Orem, UT Ottawa, Canada Janus* 31, 1996 Novell, Inc. and Core1 Corporation today
definitive agreement for Corei to acquire the PerfectOfice application suite,
processing applications, QuattroPro spreadsheet and related software from Noveil in
mihion shares of Core1 common stock and $10.75 million in cash. Concurrently, Core1
GroupWise chent software, Envoy electronic publishing sohare and other technologies
a minimum royalty obligation of 570 million over the next five years.
The common stock Novell will receive represents approximateiy 20 percent of Corel's
outstanding shares. Novell is also entitled to nominate a candidate for Corel's board
companies expect the agreements to close within thin-y days, conditional on U.S.
under the Hart-Scott-Rodino Act. Shareholder approval is not required by either
Novell anticipates that after costs and other charges, the Core1 agreement will result
extraordinary gain in Novell's second fiscal quarter ending ApriJ 27, 1996. The
licensed to Core1 is a portion of that acquired in Novell's $855 million
WordPerfect Corp. in June 1994. Novell retains ownership of GroupWise, Envoy and
acquired in that merger.
Michael Cowpland, CEO of Corel, said, "We are very enthusiastic about the fit of
Corel's business. We believe they will strategically extend the solution value that
worldwide. Core1 has earned the loyalty and suppon: of millions of users and expects to
level from current users of WordPerfect and PerfectOffice. Core1 plans to release
applications for Windows 95 and Windows NT this sprin,, u continuing to deliver the
that both WordPerfect and Core1 customers have come to expect."
Novell chairman and CEO Robert J. Frankenberg said, "Corel's success in developing and
best-of-breed PC application software products worldwide makes them an ideal partner to
application products in the future. For end-user customers, OEM and channel partners,
can ensure a smooth transition in areas of support, education, developer and licensing
Core1 will lease facilities from NoveU and hire certain Novell employees engaged in the
development and support of application products.
Core1 is recognized internationally as an award- winning developer of PC graphics and
SNIPPETS:
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13
.
DOCKET
|
EXTRACTED KEY WORDS
ENTRY DEFENDANT MOTION PLAINTIFF APPOINTMENT NOVELL CO-LEAD COUNSEL JUDGE PLAINTIFF DOMENICO PIRRAGLIA DISTRICT DEFENDANT JOSEPH MARENGI JEREMY FOGEL DECLARATION DOCKET UTAH MANAGEMENT SCHEDULE MASTER FILE CGD JAMES WARE EXTENDING YOUNG LLP NOTICE SET PUBLICATION MAH STIPULATION COMPLAINTS DEFENDANT ERNST CLERK |
Docket as of August 14, 1998 [retrieved 8/27/98]
Proceedings include all events.
CONSOL
5:98cv20249 Pirraglia v. Novell, Inc., et al
CONSOL
U.S. District Court
U.S. District for the Northern District of California (San Jose)
CIVIL DOCKET FOR CASE #: 98-CV-20249
Pirraglia v. Novell, Inc., et al Filed:
02/26/98
Assigned to: Judge Jeremy Fogel Jury demand: Plaintiff
Demand: $0,000 Nature of Suit: 850
Lead Docket: None Jurisdiction: Federal
Question
Dkt# in other court: None
Cause: 15:78m(a) Securities Exchange Act
[Party and Counsel List]
2/26/98 1 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT
OF
1934 Summons(es) issued; Fee status pd entered on
2/26/98
in the amount of $ 150.00 ( Receipt No. 504522); jury
demand [5:98-cv-00764] (mah)
2/26/98 2 ORDER RE PROCEDURE and SCHEDULE by Judge Susan Illston
:
Plaintiff to file requisite certificate on 2/26/98 ;
Last
day for pltf to file copy of class action notice
3/18/98 ;
Proof of service to be filed by 4/13/98 ; (cc: all
counsel) Plaintiff to file motion to serve as lead
plaintiff 60 days after publication of notice. (mah)
[5:98cv20249]
2/26/98 3 NOTICE TO PRESERVE DOCUMENTS PURSUANT TO LOCAL RULE 16-
1(g)
(4) by Plaintiff Domenico Pirraglia [5:98-cv-00764]
SNIPPETS:
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14
.
MOTION OF NOVELL TO TRANSFER
|
EXTRACTED KEY WORDS
PLAINTIFFS NOVELL WITNESSES COMPLAINT PRODUCT DEVELOPMENT CALIFORNIA DEFENDANTS COURT DISTRICT CONVENIENCE PARTIES MOTION UTAH OFFICES LUNDBERG DECL MAJORITY UNITED STATES NORTHERN DISTRICT CLASS ACTION KONECNY-COSTA DECL INVENTORY LEVELS ACCOUNTING INCONVENIENCE PLAINTIFFS TRANSFERRING LITIGATION WORLDWIDE SALES MARKETING EMPLOYEES DISCOVERY SECURITIES CLASS ACTION |
TERRY T. JOHNSON (121569)
AILEEN L. ARRIETA (130868)
DANIEL W. TURBOW (175015)
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300
Attorneys for Defendants
NOVELL, INC., JOSEPH A. MARENGI,
JAMES R. TOLONEN, JOHN A.
YOUNG, JACK L. MESSMAN, and
ELAINE R. BOND
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
In re NOVELL, INC. SECURITIES ) Master File No.
LITIGATION ) C-98-20249-JF
__________________________________ ) [filed Aug. 5, 1998]
)
This Document Relates to: ) CLASS ACTION
All Actions ) NOTICE OF MOTION AND MOTION
) OF DEFENDANTS NOVELL, INC.,
) JOSEPH A. MARENGI, JAMES R.
) TOLONEN, JOHN A. YOUNG, JACK
) L. MESSMAN, AND ELAINE R.
) BOND TO TRANSFER TO THE
) DISTRICT OF UTAH;
) MEMORANDUM OF POINTS AND
) AUTHORITIES IN SUPPORT
) THEREOF
)
) Date: October 19, 1998
) Time: 9:00 a.m.
_____________________________________ ) Judge: The Hon. Jeremy D. Fogel
)
TABLE OF CONTENTS
NOTICE OF MOTION AND MOTION
SNIPPETS:
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15
.
COMPLAINT C
|
EXTRACTED KEY WORDS
STOCK DEFENDANTS BUSINESS REVENUE CHANNEL F96 DISTRIBUTORS F97 EPS PRICE SALES REPORT INTRANETWARE MARENGI SCHEME CHANNEL INVENTORY EPS GROWTH FINANCIAL STATEMENTS ACCOUNTING SECURITIES ANALYSTS MANAGEWISE DUMP ACCOUNTS REPORT FORECAST F97 CONFERENCE INCREASING REVENUES EXECUTIVE VICE PRESIDENT ARTIFICIALLY INFLATE CHANNEL INVENTORIES EXTENDED PAYMENT TERMS |
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
HENRY ROSEN (156963)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
PASTERNAK, FELDMAN & PLUTNICK
STEVEN PASTERNAK
Eisenhower Plaza South
Suite 245
70 South Orange Avenue
Livingston, NJ 07039
Telephone: 973/994-0333
STULL, STULL & BRODY
HOWARD LONGMAN
6 East 45th Street
4th Floor
New York, NY 10017
Telephone: 212/687-7230
Attorneys for Plaintiffs
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
BELLA and BERNARD PASTERNAK, No. C-98-0919-CRB
On Behalf of Themselves and All Others [filed Mar. 9, 1998]
Similarly Situated, CLASS ACTION
Plaintiffs, COMPLAINT FOR
vs. VIOLATION OF THE
SECURITIES EXCHANGE
NOVELL, INC., JOSEPH A. MARENGI, ACT OF 1934
JAMES R. TOLONEN, JOHN A. YOUNG,
JACK L. MESSMAN, ELAINE R. BOND Plaintiffs Demand
and ERNST & YOUNG LLP, A Trial By Jury
Defendants.
_____________________________________
INTRODUCTION AND OVERVIEW
1. This is an action on behalf of purchasers of the stock of Novell, Inc. ("Novell" or the
"Company") between 11/1/96 and 4/22/97 (the "Class Period"), complaining of a
SNIPPETS:
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16
.
COMPLAINT B
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EXTRACTED KEY WORDS
STOCK DEFENDANTS BUSINESS REVENUE CHANNEL F96 DISTRIBUTORS F97 EPS PRICE SALES REPORT INTRANETWARE MARENGI SCHEME CHANNEL INVENTORY EPS GROWTH FINANCIAL STATEMENTS ACCOUNTING SECURITIES ANALYSTS MANAGEWISE DUMP ACCOUNTS REPORT FORECAST F97 CONFERENCE INCREASING REVENUES EXECUTIVE VICE PRESIDENT ARTIFICIALLY INFLATE CHANNEL INVENTORIES EXTENDED PAYMENT TERMS |
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
HENRY ROSEN (156963)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
- and -
REED R. KATHREIN (139304)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545
KAPLAN, KILSHEIMER & FOX, LLP
ROBERT N. KAPLAN
685 Third Avenue, 26th Floor
New York, NY 10017
Telephone: 212/687-1980
Attorneys for Plaintiff
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
DOMENICO PIRRAGLIA, On Behalf of No. C-98-0764-SI
Himself and All Others Similarly Situated, [filed Feb. 26, 1998]
Plaintiff, CLASS ACTION
vs. COMPLAINT FOR
VIOLATION OF THE
NOVELL, INC., JOSEPH A. MARENGI, SECURITIES EXCHANGE
JAMES R. TOLONEN, JOHN A. YOUNG, ACT OF 1934
JACK L. MESSMAN, ELAINE R. BOND
and ERNST & YOUNG LLP, Plaintiff Demands
A Trial By Jury
Defendants.
_____________________________________
INTRODUCTION AND OVERVIEW
1. This is an action on behalf of purchasers of the stock of Novell, Inc. ("Novell" or the
"Company") between 11/1/96 and 4/22/97 (the "Class Period"), complaining of a
fraudulent scheme and course of business that operated as a fraud or deceit on purchasers
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Government Exhibit # 1ST AMENDED COMPLAINT
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PLAINTIFFS NOVELL EXCHANGE ACT SHAREHOLDERS PRACTICES BONDIETT PROXY SALE SECURITIES ANNUAL REPORT PROXY MATERIALS VIOLATION COMMON THEREUNDER EXHIBIT PRODUCTIVITY APPLICATIONS TRANSACTION ANNUAL MEETING REGULATIONS PROMULGATED THEREUNDER ATTORNEYS MARK BONDIETT MISLEADING PERSONAL PRODUCTIVITY INCOMPLETE MANAGEMENT INCORPORATES WORDPERFECT DIRECTORS MATERIAL FACTS |
Denver C. Snuffer #303 1
Timothy Miguel Willardson # 4443
Nelson, Snuffer & Dahle ,? - 1.
10885 South State Street
Sandy, Utah 84070
Telephone: (801) 576-1400
Attorneys for Plaintiffs I
e
IN THE UNITED STATES DISTRICT COURT
DISTRICT OF UTAH, CENTRAL DMSION
MARK BONDIETT, and RONALD G.
ROS SI, individuals 1st AMENDED
Plaintiffs,
vs.
NOVELL, INC., a Delaware Corporation;
ROBERT J. FRANKENBERG, an individual;
ALAN C. ASHTON, an individual; ELAINE
R. BOND, an individual, HANS-WERNER
HECTOR, an individual; JACK L.
MESSMAN, an individual; LARRY W.
SONSINI, an individual; IAN R. WILSON,
an individual, JOHN R. YOUNG, an
individual; David R. Bradford, an
individual; and DOES D-ONE through Civil No.
D-mETY Defendants Judge: Bruce S.
.-. b ..-. - --.- .--
Come now the Plaintiffs, Mark Bondiett ("BONDIEW') and Ronald G, Rossi
by and through their attorneys, and complains of Defendant Novell, Inc. ("Novell"
Company") as follows:
1. The jurisdiction of this Court is based upon Section 22(a) of
1933, as amended (the "Securities Act"), Section 27 of the Securities Exchange Act
amended (the "Exchange Act") and upon principles of supplemental jurisdiction.
2. Defendants, and each of them, directly and indirectly, have
practices that constitute violations of Sections 10 and 14(a) of the Exchange Act
-.
and regulations promulgated thereunder; and well established principles of common law,
including breach of fiduciary responsibility and misrepresentation.
3. Plaintiffs bring this action for the damages sustained by the Plaintiffs
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EXHIBIT L
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SHAREHOLDER REQUEST UTAH PURPOSE UTAH CODE DELAWARE MARK NOVELL CORPORATE HEADQUARTERS PURSUANT DIRECROR MAGNETIC COMPUTER TAPE HEREBY SHARES PROXY SOLICITATION SIRS MARK BONDIERT HANS-WERNER HECTOR ANNUAL MEETING POSSESSION STOCKHOLDERS ANNUAL REPORT ADJOURNMENTS THEREOF COMPUTER MEDIA AUTOMATIC DATA PROCESSING DIRECTORS BROKERAGE INFORMATION SHOWING MARK BONDIETT IMMEDIATEIY |
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NELSON,SNJFFER & DAHLE,P.C.
i Wednesday, March 20, 1996
NoveIl, Inc.
Novell Corporate Headquarters
1555 N, Technology Way
thMUtti84057
Arm: Robert J. Ftienbeerg, Director; Alan C. Ashton, Director; Elaine R Bond,
Werner Hector, Direcror; Jack L. Messman, Dimxor; Larry W. Sons%, Director,
Director, John R. Young, Director
Re: Request for corporate by-laws.
Dear Sirs:
This firm and the undersigned represent Mr. Mark Bondiert, a shareholder in Novell,
has recently received Novell's proxy solicitation and annual report. Pursuant to Utah
5s l&lOa;720, and 16-lOa- and DeIaware Code Annotated Title 8,@ 219 and 220
throuoh the undersigned, hereby requests that the bylaws of the corporation and any w-men
com&~ications to shareholders for tie past three yem be made available for inspection
or b=efore March 28,1996. This request is being made for the purpose of verifying
with those by-laws, a proper purpose under either Utah or Delaware law.
Novell may comply with this request by furnishing copies and may charge the actual,
-:making those copies. Should Novell desire to utilize this option, please notify the
" -. `:fax as to the estimated cost I will promptiy send you payment of the estimated
cc: Ms. Betty DePaola, via Fax: 408-577-5669
Subscribed and sworn before me this 20th day of IMarch, 1996.
My Commission
.`. : .:
* f - -i
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EXHIBIT I
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BONDIERT REQUEST UTAH CODE NOVELL MARK BONDIETT MEETING PROXY SOLICITATION FIRM PURPOSE RHC REASON DEPAOLA SAN JOSE DEMANDING COUNSEL SHAREHOLDER SCRVICCS IHE PAYMENT NOTIFY KING BUSINESS VOTING GROUP HEREBY REQUESTS YESTERDAY AFTERNOON SEPARATE SIRS DEPAOIA COST DIRECTOIS |
3 " ~~SON,SMJF~R&DAHLE,
; Thursday, March 14,1996
Novell, Inc.
Fax 408-577-5669
Shareholder Scrviccs
2180 Fortune Drive
San Jose, CA 95131
Amx Ms. Berry DePaola
Re: Request for corporate by-Iaws.
Dear Sis:
This firm and the undersigned reTresent Mr. Mark Bondiez a shareholder in Novell, Inc. Mr.
recently received Novell's proxy soliciration and annual reporr Pursuxu to Utah Code Annotated
1602(l),* Mr. Bondierr, tb.rougb the undersigned, hereby rquesrs that the byIaws of the
.
w&en communicarions to shareholders for the past k years lx made available for inspection
or before March 22, 1996. The stated date is more than five business days from the date this
communicated in writing.
Under Utah Code Annotated 5 16-10a-1M)3(3)2, Novell mav comply with this request by furnishing
may charge the actual, reasonable costs of making those co& Should Novell desire co utilize this
notify the undersigned by return fax as to the estimated cost I will promptly send you payment
2lTlOUllL
1 3 16-lOa-1602. Insptcrion of rem& by sbareboidas and dkr~rs
(1) A shareholder or director of a corporation is c&led TV irq& and
tion's principal
off& my of the rec&~ of tie cqx~ation descn'oed in Subsection 1QIOa-1601(5) if he
irren notice of the
dmznd a~ least five business days before the dart on which he wisha to inqst and copy.
9 16-IOa-1601. Corporate recmdr
(5) A corporation shalI keep a cow of rhc following Tecards a~ its ecipa
(a) it5 articles of incorporarion WImldy in e&x
fly\ its bvlaws mmcntlv in cffq
(c) rhc minutes of aU sharehoid~~' mmings, md records of all action takn by
:
(d) aI1 u&en ct-~-~unicatjgns withim the east three vem to shareholders as a muu or
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EXHIBIT J
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REVENUE CHANNEL CUSTOMERS NETWORK CHANNEL PARTNERS DISTRIBUTION STOCKING POLICY NETWORK SOFTWARE EARNINGS BUSINESS NETWARE INVENTORIES LICENSE OPERATING INCOME INDIVIDUAL PRODUCT SHARES COST NONRECURRING CHARGES GROWTH PROJECTIONS COMMON STOCK REPURCHASE SHORT-TERM CASH BALANCE SHEET LEADERSHIP FRANKENBERG CORN EXPENSES |
EXHIBIT "J"
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Novell Reports First Fiscal Qu...e in Distribution Sales Policy
Novell Reports First Fiscal Quarter 1996 Results
and Change in Di&ib&ion Sales Policv:
to Negatively Impact Second Quarter
OrerrS UT'-- February 21, 1996 -- Novell, Inc. (NASDAQ:NOVL) today reported revenue of
million for its first fiscal quarter ended January 27, 1996, compared with $493
1995. Net income was 564 million, or SO.17 per share, compared with S82 million or
the year-earlier quarter.
Revenue from NetWare network operating system so&are totaled $228 million in the
4 revenue grew 80 percent from the year-eartier quarter to $13 1 million and
percent of total NetWare revenue. This growth was offset by a de&e in NetWare 3 as
continue their migration to the bigber funcsionahty of NetWare 4. GroupWtse, Novell's
messaging and workgoup application, contributed $21 million in first-quarter 1996, a
increase from the year-ago quarter. Business applications products declined to $42
million in the year-ago quarter.
During the first-quarter Novell reduced its employment by 625 employees and incurred
charges of $18 million for severance and redundant facilities as the company prepared
personal productivity applications business. Excluding a $0.03 per share impact from
charges, first quarter earnings were $0.20 per share.
Company-wide cost controls reduced total operating expenses by $40 million from
levels. As a result of these measures, income corn operations, excluding nonrecurring
to % 10 1 million in the &st fiscal quarter, up 3 1 percent from $77 million in the
Robert J. Frankenberg, chairman and CEO ofNovell, said, "The positive results we achieved
quarter are based on having the right controls in place to tightly manage Novell's
significant actions to refocus Novell to network software. We believe the steps taken
gairi the full benefit of our network software leadership."
On the balance sheet, cash generated from operations during the quarter was $27
short-term investments now total $1.2 billion, compared with $1.3 billion at October
repurchased approximately 7 million shares of its common stock for $106 million during
quarter. The company's Board of Directors authorized the repurchase of up to 37
common stock through October 1996.
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EXHIBIT G
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FUNDS HET REVENUE INVESTING INCOME RAGE HEREWITH EXHIBIT NEGATIQLE C/PAGE HET INCCUE FISCAL LASS PRESET SIGNALS MONEY MARKET FUNDS MUTUAL FUNDS FUNDS CUT HIGHER AVERAGE CASH EMPLOYEE NETNORK SOFTWARE REFOCUS MOVE11 HOVEL1 AFPLICATIONS GFOUP NETWARE SYSTEMS GROUP QPERATIONS SAURCE CODE EXCEED SBP STREAM SCOI SANTA CRUZ CJPERATION PAID CASH |
Company Name:
Exchange:
Ticker syrr,bol;
Company d: N924050000
Document Type: 10-B
Document Cater Ol,'27.'96
Amendment: N/A
Docunent b: 96334038
SECURITIES AND E%CHAHGE CUtMISSION
Washington, D. c. 25539
[Xl cluarter3.y Report rurzuant ;o Zection 13 or 15(d!
of the Securities Exchange Act of 1934
For the FiycaL Cuarter Ended January 27, 1996
r I Transition ~epcrt pwsuan-, to Sectian 13 or 15:d)
of the Securities Exchange Act of LS34
For the transition period from -
tc -
Comniysion File Ilumber: 9-15351
:E:ract name of registrant as specified in its charter)
neleware 014393339
:State or other jurisdiction of f1.R. 3. Employer
incorFaration or organization> Identificatian No.1
1555 ti. Technolog:r Way
men. Utah 84057
:Address of principal executive offices and zip cede)
(8013 |
