Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment No. 1 to Form S-4 166 814K
2: EX-8.1 Form of Opinion of Wilson Sonsini 2 12K
3: EX-8.2 Form of Opinion of Morgan Lewis & Bockius LLP 3 13K
4: EX-23.2 Consent of Ernst & Young LLP 1 6K
5: EX-23.3 Consent of Pricewaterhouse Coopers LLP 1 6K
6: EX-99.2 Form of Proxy of Cambridge Tech. Partners 2± 12K
EX-99.2 — Form of Proxy of Cambridge Tech. Partners
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EXHIBIT 99.2
Proxy
Cambridge Technology Partners (Massachusetts), Inc.
Eight Cambridge Center
Cambridge, MA 02142
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS ON JULY 10, 2001
I or we authorize John J. Gavin Jr. and Joseph A. LaSala, Jr. and any one
or both of them, as proxies, to vote all stock of mine or ours in Cambridge
Technology Partners (Massachusetts), Inc. on any matters that come before the
Special Meeting of Stockholders of Cambridge Technology Partners
(Massachusetts), Inc., or any adjournments or postponements of the meeting, to
be held on July 10, 2001, or at a later time if the Special Meeting is
adjourned or postponed. Each proxy may substitute another to act for him. The
proposal set forth below is described in the proxy statement-prospectus.
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The Board of Directors recommends a vote FOR the proposal.
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To adopt the Agreement and Plan of Reorganization, as amended, dated as of For Against Abstain
March 12, 2001 among Novell, Inc., Ceres Neptune Acquisition Corp. and [ ] [ ] [ ]
Cambridge Technology Partners (Massachusetts), Inc., as the same may be
amended from time to time, and to approve all transactions contemplated
thereby.
To transact such other related matters as may properly come before the
special meeting or any adjournments or postponements thereof.
The proxies will vote:
(1) as you specified on this card;
(2) as the Board of Directors recommends where no choice is specified; and
(3) as the proxies decide on any other matter.
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YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY. Date ___________________________________________, 2001
_____________________________________________________
Signature
_____________________________________________________
Signature if held jointly
Please sign exactly as name(s) appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
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VOTE BY INTERNET, TELEPHONE OR MAIL
24 Hours a Day, 7 Days a Week
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Internet and telephone voting are available through 4PM Eastern Time the
business day prior to annual meeting day.
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you've marked, signed and returned your proxy card.
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Internet Telephone Mail
http://www.proxyvoting.com/ctp 1-800-840-1208
Use the Internet to vote your Use any touch-tone telephone to Mark, sign and date
proxy. Have your proxy card in vote your proxy. Have your proxy your proxy card
hand when you access the web OR card in hand when you call. You will OR and
site. You will be prompted to enter be prompted to enter your control return it in the
your control number, located in number, located in the box below, enclosed postage-paid
the box below, to create and and then follow the directions given. envelope.
submit an electronic ballot.
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If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
.
.
You can view the Annual Report and Proxy Statement
on the internet at: http://www.ctp.com
Dates Referenced Herein and Documents Incorporated by Reference
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