Page | (sequential) | | | | (alphabetic) | Top |
---|
| | |
- Alternative Formats (Word, et al.)
- Accordingly, the Cambridge board of directors recommends that the Cambridge stockholders vote FOR adoption of the merger agreement
- Accounting treatment of the merger
- Advance notice provisions for stockholder nominations and proposals
- Affiliate agreements
- Amendment of bylaws
- Amendment of certificate of incorporation
- Appraisal rights
- Arrangements binding on stockholders
- Article Iii Representations and Warranties of Parent and Merger Sub
- Article Ii Representations and Warranties of Company
- Article I the Merger
- Article Iv Conduct of Business Prior to the Effective Time
- Article V Additional Agreements
- Article Vi Conditions to the Merger
- Article Viii General Provisions
- Article Vii Termination, Amendment and Waiver
- Background of the merger
- Board of directors
- Cambridge's conduct of business before completion of the merger
- Cambridge's employee benefit plans
- Cambridge Specific Risks that Could Adversely Impact the Combined Company
- Capitalization
- Charter, bylaws and governing law
- Company Director Options
- Comparison of Rights of Holders of Cambridge Common Stock and Novell Common Stock
- Conditions to completion of the merger
- Date, time and place of the special meeting
- Delisting and deregistration of Cambridge common stock after the merger
- Effect of the merger and conversion of Cambridge common stock
- Employment agreement
- Equity grants and employee benefits after completion of the merger for Cambridge employees
- Exchange of Cambridge stock certificates for Novell stock certificates
- Executive
- Exhibits and financial statement schedules
- Experts
- Extension, waiver and amendment of the merger agreement
- Factors considered by the Novell board of directors
- Indemnification
- Indemnification of directors and officers
- Interests of Cambridge directors and officers in the merger
- Jack L. Messman
- Joint reasons for the merger
- Legal Matters
- Listing on the Nasdaq National Market of Novell common stock to be issued in the merger
- Majority vote of Cambridge stockholders required for adoption of the merger agreement
- March 12, 2001
- Material U.S. federal income tax consequences of the merger
- Merger Agreement, The
- Merger, The
- Non-solicitation by Cambridge
- Notice of stockholder meetings
- Novell
- Novell's conduct of business before completion of the merger
- Novell Specific Risks that Could Adversely Impact the Combined Company
- Novell Unaudited Pro Forma Combined Condensed Financial Statements
- Opinion of Cambridge's financial advisor
- Opinion of Salomon Smith Barney Inc
- Other Agreements
- Payment of termination fee
- Proxies
- Proxy statement-prospectus
- Purpose of the special meeting
- Questions and Answers About the Merger
- Recommendation of, and factors considered by, the Cambridge board of directors
- Regulatory filings
- Regulatory filings and approvals required to complete the merger
- Removal of directors
- Representations and warranties
- Representations and Warranties of Company
- Representations and Warranties of Parent and Merger Sub
- Restrictions on sales of shares by affiliates of Cambridge and Novell
- Rights plans
- Risk Factors
- Risks Associated with Combined Company Operations
- Risks Related to the Merger
- Solicitation of proxies
- Special Meeting of Cambridge Stockholders, The
- Stockholder ability to call special meetings
- Stockholder proxies
- Stockholder record date for the special meeting
- Stockholder voting
- Summary
- Table of Contents
- Termination of the merger agreement
- The Merger
- The Merger Agreement
- The Special Meeting of Cambridge Stockholders
- Undertakings
- Voting agreements
- Voting electronically or by telephone
- Where You Can Find More Information
- You should not submit your Cambridge stock certificates for exchange until you receive your instructions and a form of letter of transmittal from the exchange agent
- 1.10 Tax and Accounting Consequences
- 1.11 Taking of Necessary Action; Further Action
- 1.1 The Merger
- 1.2 Effective Time; Closing
- 1.3 Effect of the Merger
- 1.4 Certificate of Incorporation; Bylaws
- 1.5 Directors and Officers
- 1.6 Effect on Capital Stock
- 1.7 Surrender of Certificates
- 1.8 No Further Ownership Rights in Company Common Stock
- 1.9 Lost, Stolen or Destroyed Certificates
- 2.10 Litigation
- 2.11 Brokers' and Finders' Fees
- 2.12 Employee Matters and Benefit Plans
- 2.14 Environmental Matters
- 2.16 Agreements, Contracts and Commitments
- 2.17 Statements; Proxy Statement/Prospectus
- 2.18 Board Approval
- 2.19 State Takeover Statutes
- 2.1 Organization of Company
- 2.20 Fairness Opinion
- 2.21 Company Rights Agreement
- 2.22 Investment Company
- 2.2 Company Capital Structure
- 2.3 Obligations With Respect to Capital Stock
- 2.4 Authority
- 2.5 SEC Filings; Company Financial Statements
- 2.6 Absence of Certain Changes or Events
- 2.7 Taxes
- 2.8 Company Intellectual Property
- 2.9 Compliance; Permits; Restrictions
- 3.10 Labor Matters
- 3.11 Statements; Proxy Statement/Prospectus
- 3.12 Board Approval
- 3.13 Parent Intellectual Property
- 3.14 Taxes
- 3.1 Organization of Parent
- 3.2 Parent Capital Structure
- 3.3 Obligations With Respect to Capital Stock
- 3.4 Authority
- 3.5 SEC Filings; Parent Financial Statements
- 3.6 Absence of Certain Changes or Events
- 3.7 Compliance; Permits; Restrictions
- 3.8 Litigation
- 3.9 Environmental Matters
- 4.1 Conduct of Business by Company
- 4.2 Conduct of Business by Parent
- 5.10 Form S-8
- 5.11 Indemnification
- 5.12 Affiliate Agreements
- 5.13 Regulatory Filings; Reasonable Efforts
- 5.14 Action by Board of Directors
- 5.15 Nasdaq Listing
- 5.1 Proxy Statement/Prospectus; S-4; Other Filings; Board Recommendations
- 5.2 Stockholder Meetings
- 5.3 Confidentiality; Access to Information
- 5.4 No Solicitation
- 5.5 Public Disclosure
- 5.6 Commercially Reasonable Efforts; Notification
- 5.7 Third Party Consents
- 5.9 Stock Options; Employee Benefits
- 6.1 Conditions to Obligations of Each Party to Effect the Merger
- 6.2 Additional Conditions to Obligations of Company
- 6.3 Additional Conditions to the Obligations of Parent and Merger Sub
- 7.1 Termination
- 7.2 Notice of Termination; Effect of Termination
- 7.3 Fees and Expenses
- 7.4 Amendment
- 7.5 Extension; Waiver
- 8.10 Assignment
- 8.11 Waiver of Jury Trial
- 8.1 Non-Survival of Representations and Warranties
- 8.2 Notices
- 8.3 Interpretation
- 8.4 Counterparts
- 8.5 Entire Agreement; Third Party Beneficiaries
- 8.6 Severability
- 8.7 Other Remedies; Specific Performance
- 8.8 Governing Law
- 8.9 Rules of Construction
|
1 | 1st Page - Filing Submission
|
5 | Table of Contents
|
7 | Questions and Answers About the Merger
|
9 | Summary
|
10 | Opinion of Cambridge's financial advisor
|
" | Conditions to completion of the merger
|
11 | Termination of the merger agreement
|
" | Payment of termination fee
|
12 | Material U.S. federal income tax consequences of the merger
|
" | Accounting treatment of the merger
|
18 | Novell
|
21 | Risk Factors
|
" | Risks Related to the Merger
|
24 | Risks Associated with Combined Company Operations
|
25 | Novell Specific Risks that Could Adversely Impact the Combined Company
|
26 | Cambridge Specific Risks that Could Adversely Impact the Combined Company
|
30 | The Special Meeting of Cambridge Stockholders
|
" | Proxy statement-prospectus
|
" | Date, time and place of the special meeting
|
" | Purpose of the special meeting
|
" | Stockholder record date for the special meeting
|
" | Majority vote of Cambridge stockholders required for adoption of the merger agreement
|
31 | Proxies
|
" | Voting electronically or by telephone
|
32 | Solicitation of proxies
|
33 | The Merger
|
" | Effect of the merger and conversion of Cambridge common stock
|
" | Background of the merger
|
37 | Joint reasons for the merger
|
" | Recommendation of, and factors considered by, the Cambridge board of directors
|
" | Accordingly, the Cambridge board of directors recommends that the Cambridge stockholders vote FOR adoption of the merger agreement
|
39 | Factors considered by the Novell board of directors
|
48 | Interests of Cambridge directors and officers in the merger
|
" | Jack L. Messman
|
50 | Equity grants and employee benefits after completion of the merger for Cambridge employees
|
53 | Exchange of Cambridge stock certificates for Novell stock certificates
|
" | You should not submit your Cambridge stock certificates for exchange until you receive your instructions and a form of letter of transmittal from the exchange agent
|
55 | Regulatory filings and approvals required to complete the merger
|
" | Restrictions on sales of shares by affiliates of Cambridge and Novell
|
56 | Listing on the Nasdaq National Market of Novell common stock to be issued in the merger
|
" | Delisting and deregistration of Cambridge common stock after the merger
|
" | Appraisal rights
|
57 | The Merger Agreement
|
" | Representations and warranties
|
59 | Cambridge's conduct of business before completion of the merger
|
60 | Novell's conduct of business before completion of the merger
|
" | Regulatory filings
|
61 | Non-solicitation by Cambridge
|
63 | Cambridge's employee benefit plans
|
" | Indemnification
|
66 | Extension, waiver and amendment of the merger agreement
|
67 | Other Agreements
|
" | Voting agreements
|
" | Affiliate agreements
|
" | Employment agreement
|
68 | Novell Unaudited Pro Forma Combined Condensed Financial Statements
|
76 | Comparison of Rights of Holders of Cambridge Common Stock and Novell Common Stock
|
" | Charter, bylaws and governing law
|
" | Capitalization
|
77 | Board of directors
|
" | Removal of directors
|
" | Stockholder ability to call special meetings
|
" | Advance notice provisions for stockholder nominations and proposals
|
79 | Stockholder proxies
|
" | Stockholder voting
|
" | Notice of stockholder meetings
|
" | Amendment of certificate of incorporation
|
80 | Amendment of bylaws
|
" | Rights plans
|
81 | Indemnification of directors and officers
|
82 | Arrangements binding on stockholders
|
" | Legal Matters
|
" | Experts
|
83 | Where You Can Find More Information
|
89 | Article I the Merger
|
" | 1.1 The Merger
|
90 | 1.2 Effective Time; Closing
|
" | 1.3 Effect of the Merger
|
" | 1.4 Certificate of Incorporation; Bylaws
|
" | 1.5 Directors and Officers
|
" | 1.6 Effect on Capital Stock
|
92 | 1.7 Surrender of Certificates
|
93 | 1.8 No Further Ownership Rights in Company Common Stock
|
" | 1.9 Lost, Stolen or Destroyed Certificates
|
" | 1.10 Tax and Accounting Consequences
|
" | 1.11 Taking of Necessary Action; Further Action
|
94 | Article Ii Representations and Warranties of Company
|
" | Representations and Warranties of Company
|
" | 2.1 Organization of Company
|
" | 2.2 Company Capital Structure
|
" | 2.3 Obligations With Respect to Capital Stock
|
95 | 2.4 Authority
|
96 | 2.5 SEC Filings; Company Financial Statements
|
" | 2.6 Absence of Certain Changes or Events
|
97 | 2.7 Taxes
|
98 | 2.8 Company Intellectual Property
|
99 | 2.9 Compliance; Permits; Restrictions
|
100 | 2.10 Litigation
|
" | 2.11 Brokers' and Finders' Fees
|
" | 2.12 Employee Matters and Benefit Plans
|
103 | 2.14 Environmental Matters
|
" | 2.16 Agreements, Contracts and Commitments
|
105 | 2.17 Statements; Proxy Statement/Prospectus
|
" | 2.18 Board Approval
|
" | 2.19 State Takeover Statutes
|
" | 2.20 Fairness Opinion
|
" | 2.21 Company Rights Agreement
|
" | 2.22 Investment Company
|
106 | Article Iii Representations and Warranties of Parent and Merger Sub
|
" | Representations and Warranties of Parent and Merger Sub
|
" | 3.1 Organization of Parent
|
" | 3.2 Parent Capital Structure
|
" | 3.3 Obligations With Respect to Capital Stock
|
107 | 3.4 Authority
|
108 | 3.5 SEC Filings; Parent Financial Statements
|
" | 3.6 Absence of Certain Changes or Events
|
" | 3.7 Compliance; Permits; Restrictions
|
109 | 3.8 Litigation
|
" | 3.9 Environmental Matters
|
" | 3.10 Labor Matters
|
" | 3.11 Statements; Proxy Statement/Prospectus
|
110 | 3.12 Board Approval
|
" | 3.13 Parent Intellectual Property
|
" | 3.14 Taxes
|
" | Article Iv Conduct of Business Prior to the Effective Time
|
" | 4.1 Conduct of Business by Company
|
113 | 4.2 Conduct of Business by Parent
|
" | Article V Additional Agreements
|
" | 5.1 Proxy Statement/Prospectus; S-4; Other Filings; Board Recommendations
|
114 | 5.2 Stockholder Meetings
|
115 | 5.3 Confidentiality; Access to Information
|
" | 5.4 No Solicitation
|
117 | 5.5 Public Disclosure
|
" | 5.6 Commercially Reasonable Efforts; Notification
|
" | 5.7 Third Party Consents
|
118 | 5.9 Stock Options; Employee Benefits
|
119 | 5.10 Form S-8
|
" | 5.11 Indemnification
|
120 | 5.12 Affiliate Agreements
|
" | 5.13 Regulatory Filings; Reasonable Efforts
|
" | 5.14 Action by Board of Directors
|
" | 5.15 Nasdaq Listing
|
121 | Article Vi Conditions to the Merger
|
" | 6.1 Conditions to Obligations of Each Party to Effect the Merger
|
" | 6.2 Additional Conditions to Obligations of Company
|
122 | 6.3 Additional Conditions to the Obligations of Parent and Merger Sub
|
" | Article Vii Termination, Amendment and Waiver
|
" | 7.1 Termination
|
124 | 7.2 Notice of Termination; Effect of Termination
|
" | 7.3 Fees and Expenses
|
125 | 7.4 Amendment
|
" | 7.5 Extension; Waiver
|
" | Article Viii General Provisions
|
" | 8.1 Non-Survival of Representations and Warranties
|
" | 8.2 Notices
|
126 | 8.3 Interpretation
|
" | 8.4 Counterparts
|
" | 8.5 Entire Agreement; Third Party Beneficiaries
|
127 | 8.6 Severability
|
" | 8.7 Other Remedies; Specific Performance
|
" | 8.8 Governing Law
|
" | 8.9 Rules of Construction
|
" | 8.10 Assignment
|
" | 8.11 Waiver of Jury Trial
|
144 | Company Director Options
|
159 | Executive
|
160 | Opinion of Salomon Smith Barney Inc
|
" | March 12, 2001
|
162 | Item 21. Exhibits and financial statement schedules
|
163 | Item 22. Undertakings
|