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- Alternative Formats (Word, et al.)
- Accounting Treatment
- Acquisition of Quattro Pro Product Line
- Action by Written Consent
- Additional Reasons for the Merger -- Novell
- Additional Reasons for the Merger -- WordPerfect
- Affiliates Agreements
- Alan C. Ashton
- Amendment of Certificate or Articles of Incorporation; Amendment of Bylaws
- Appraisal Rights
- Article I
- Article Ii
- Article Iii
- Article Iv
- Articles of Merger
- Article V
- Article Vi
- Article Vii
- Article Viii
- Available Information
- Backlog
- Bruce W. Bastian
- Business Strategy
- Certain Federal Income Tax Considerations
- Certain Transactions of WordPerfect
- Classification of Board
- Companies, The
- Company, The
- Comparison of Rights of Holders of Novell Common Stock and Holders of Common Stock of Wordperfect
- Competition
- Conditions Precedent
- Conditions to the Merger
- Conduct and Transactions Prior to Effective Time; Additional Agreements
- Conduct of Business of the Combined Company Following the Merger
- Conduct of Business of WordPerfect and Novell Prior to the Merger
- Consolidated Balance Sheet
- Consolidated Condensed Balance Sheet
- Consolidated Condensed Statement of Cash Flows
- Consolidated Condensed Statement of Income
- Consolidated Statement of Cash Flows
- Consolidated Statement of Income
- Consolidated Statement of Shareholders' Equity
- Creation of Indebtedness
- Customer Support
- Date, Time, Place and Purpose of Special Meeting
- Description of Novell Capital Stock
- Dissenters' Rights
- Dissolution
- Dividends and Other Distributions
- Duration of Proxies
- Effective Time of the Merger
- Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates
- Employee Benefit Plans
- Employees
- Employment Contracts, Termination of Employment and Change in Control Arrangements
- Executive Officers, Senior Management and Directors
- Expenses; Solicitation of Proxies
- Experts
- Facilities
- Factors Affecting Earnings and Stock Price
- Filling Vacancies on the Board of Directors
- General Provisions
- Governmental and Regulatory Approvals
- Incorporation of Certain Information by Reference
- Indemnification
- Indemnification and Limitation of Liability
- Industry Background
- Information Concerning Novell
- Information Concerning WordPerfect
- Inspection of Shareholder List, Books and Records
- Intellectual Property; Proprietary Rights
- Introduction
- Joint Reasons for the Merger
- Legal Matters
- Licenses, Patents and Trademarks
- License to Borland's Paradox Relational Database Products
- Liquidity and Capital Resources
- Management of WordPerfect
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- Manner and Basis of Converting Shares
- Manufacturing Suppliers
- Marketing
- Material Contacts
- Merger and Related Transactions, The
- Mergers and Sales of Substantially All Corporate Assets
- Merger, The
- Notes to Consolidated Condensed Financial Statements
- Notes to Consolidated Financial Statements
- Notes to Unaudited Pro Forma Condensed Combined Financial Statements
- Novell Common Stock
- Number and Qualification of Directors
- Option Exercises and Holdings
- Option Grants
- Overview
- Part 13
- Possible New Product Delays
- Preemptive Rights
- Principal Shareholders of WordPerfect
- Product Development
- Production
- Products
- Pro Forma Provision for Income Taxes
- Proxy Statement
- Record Date and Outstanding Shares
- Removal of Directors
- Report of Independent Accountants
- Representations and Warranties of Novell and Sub
- Representations and Warranties of Wordperfect
- Results of Operations
- Risk Factors
- Sales and Distribution
- Sales and Marketing
- Selected Unaudited Historical and Pro Forma Consolidated Financial Data
- Service, Support and Education
- Shareholder Agreements
- Shareholder Approval of Certain Business Combinations
- Shareholder Derivative Suits
- Shareholder Rights Plan and Preferred Stock
- SoftSolutions
- Special Meeting of Shareholders of WordPerfect Corporation
- Special Meetings of Shareholders
- Stockholders' Representatives
- Summary
- Summary of Cash and Other Compensation
- Table of Contents
- Tax Matters Agreement
- Termination
- Termination or Amendment of Merger Agreement
- Terms of the Merger
- The Companies
- The Company
- The Merger
- The Merger and Related Transactions
- The WordPerfect Strategy
- Trademarks
- Transactions Involving Officers or Directors
- Unaudited Pro Forma Condensed Combined Financial Statements
- Vote Required
- Voting and Proxies
- Voting in the Election of Directors
- Voting of Proxies
- WordPerfect
- WordPerfect Board Recommendation of the Merger
- WordPerfect Management's Discussion and Analysis of Financial Condition and Results of Operations
- WordPerfect Options
- WordPerfect Strategy, The
- 1.1 Merger; Effective Time
- 1.2 Closing
- 1.3 Effects of the Merger
- 1.4 Tax-Free Reorganization; Pooling of Interests
- 2.1 Effect on Capital Stock
- 2.2 Exchange of Certificates
- 3.10 Information Supplied
- 3.11 Certain Agreements
- 3.12 Erisa
- 3.13 Major Contracts
- 3.14 Taxes
- 3.15 Interests of Officers and Directors
- 3.16 Intellectual Property
- 3.17 Restrictions on Business Activities
- 3.19 Governmental Authorizations and Licenses
- 3.1 Organization, Standing and Power
- 3.20 Environmental Matters
- 3.21 Insurance
- 3.22 Board Approval
- 3.23 Labor Matters
- 3.24 Questionable Payments
- 3.25 Accounting Matters
- 3.26 Brokers
- 3.27 Disclosure
- 3.2 Capital Structure
- 3.3 Authority
- 3.4 Financial Statements
- 3.5 Compliance with Law
- 3.6 No Defaults
- 3.7 Litigation
- 3.8 No Material Adverse Effect
- 3.9 Absence of Undisclosed Liabilities
- 4.10 Brokers
- 4.11 Disclosure
- 4.1 Organization; Standing and Power
- 4.2 Capital Structure
- 4.3 Authority
- 4.4 SEC Documents; Novell Financial Statements
- 4.5 Information Supplied
- 4.6 Litigation
- 4.7 No Defaults
- 4.8 Opinion of Financial Advisor
- 4.9 Accounting Matters
- 5.10 Nasdaq National Market Listing
- 5.11 Public Announcements
- 5.12 Affiliates
- 5.13 WordPerfect Options
- 5.14 Indemnification
- 5.15 Notification of Certain Matters
- 5.16 Pooling Accounting
- 5.17 Firpta
- 5.18 Subsequent Amendments of Disclosure Schedules
- 5.19 Establishment of Applications Group
- 5.1 Information and Access
- 5.20 Satisfaction of WordPerfect Obligations
- 5.21 Continued Nomination of Directors
- 5.22 Other Transactions
- 5.2 Conduct of Business of the Parties
- 5.3 Negotiation With Others
- 5.4 Preparation of S-4 and the Proxy Statement; Other Filings
- 5.5 Advice of Changes
- 5.6 Shareholder Approval
- 5.7 Agreements to Cooperate
- 5.8 State Statutes
- 5.9 Consents
- 6.1 Conditions to Each Party's Obligation to Effect the Merger
- 6.2 Conditions of Obligations of Novell and Sub
- 6.3 Conditions of Obligation of WordPerfect
- 7.1 Termination
- 7.2 Effect of Termination
- 8.10 Severability
- 8.11 Other Remedies
- 8.12 Further Assurances
- 8.13 Absence of Third Party Beneficiary Rights
- 8.14 Mutual Drafting
- 8.15 Governing Law
- 8.1 Nonsurvival of Representations, Warranties and Agreements
- 8.2 Amendment
- 8.3 Expenses
- 8.4 Extension; Waiver
- 8.5 Notices
- 8.6 Interpretation
- 8.7 Counterparts
- 8.8 Entire Agreement
- 8.9 No Transfer
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1 | 1st Page - Filing Submission
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2 | Proxy Statement
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3 | Table of Contents
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6 | Available Information
|
" | Incorporation of Certain Information by Reference
|
7 | Trademarks
|
8 | Summary
|
" | The Companies
|
9 | Special Meeting of Shareholders of WordPerfect Corporation
|
" | The Merger
|
" | Terms of the Merger
|
" | WordPerfect Options
|
12 | Shareholder Agreements
|
" | Certain Federal Income Tax Considerations
|
" | Tax Matters Agreement
|
" | Accounting Treatment
|
" | Governmental and Regulatory Approvals
|
13 | Dissenters' Rights
|
14 | Selected Unaudited Historical and Pro Forma Consolidated Financial Data
|
19 | Risk Factors
|
20 | Licenses, Patents and Trademarks
|
21 | Possible New Product Delays
|
23 | Introduction
|
24 | Voting and Proxies
|
" | Date, Time, Place and Purpose of Special Meeting
|
" | Record Date and Outstanding Shares
|
" | Voting of Proxies
|
" | Vote Required
|
" | Expenses; Solicitation of Proxies
|
26 | The Merger and Related Transactions
|
" | Joint Reasons for the Merger
|
27 | Additional Reasons for the Merger -- Novell
|
" | Additional Reasons for the Merger -- WordPerfect
|
28 | WordPerfect Board Recommendation of the Merger
|
" | Material Contacts
|
31 | Effective Time of the Merger
|
" | Manner and Basis of Converting Shares
|
32 | Employee Benefit Plans
|
" | Conduct of Business of WordPerfect and Novell Prior to the Merger
|
34 | Conduct of Business of the Combined Company Following the Merger
|
" | Conditions to the Merger
|
35 | Termination or Amendment of Merger Agreement
|
36 | Indemnification
|
38 | Affiliates Agreements
|
41 | Acquisition of Quattro Pro Product Line
|
42 | License to Borland's Paradox Relational Database Products
|
43 | Unaudited Pro Forma Condensed Combined Financial Statements
|
45 | Notes to Unaudited Pro Forma Condensed Combined Financial Statements
|
47 | Information Concerning Novell
|
" | The Company
|
48 | Business Strategy
|
50 | Products
|
56 | Product Development
|
" | Sales and Marketing
|
57 | Marketing
|
" | Service, Support and Education
|
" | Manufacturing Suppliers
|
" | Backlog
|
58 | Competition
|
59 | Employees
|
" | Factors Affecting Earnings and Stock Price
|
61 | Information Concerning WordPerfect
|
" | Industry Background
|
62 | The WordPerfect Strategy
|
65 | WordPerfect
|
68 | SoftSolutions
|
69 | Customer Support
|
70 | Sales and Distribution
|
73 | Intellectual Property; Proprietary Rights
|
74 | Production
|
" | Facilities
|
75 | WordPerfect Management's Discussion and Analysis of Financial Condition and Results of Operations
|
" | Overview
|
76 | Results of Operations
|
80 | Pro Forma Provision for Income Taxes
|
" | Liquidity and Capital Resources
|
82 | Management of WordPerfect
|
" | Executive Officers, Senior Management and Directors
|
83 | Summary of Cash and Other Compensation
|
" | Option Grants
|
" | Option Exercises and Holdings
|
84 | Employment Contracts, Termination of Employment and Change in Control Arrangements
|
85 | Certain Transactions of WordPerfect
|
87 | Principal Shareholders of WordPerfect
|
88 | Description of Novell Capital Stock
|
" | Novell Common Stock
|
" | Shareholder Rights Plan and Preferred Stock
|
" | Comparison of Rights of Holders of Novell Common Stock and Holders of Common Stock of Wordperfect
|
89 | Preemptive Rights
|
" | Dividends and Other Distributions
|
" | Amendment of Certificate or Articles of Incorporation; Amendment of Bylaws
|
90 | Action by Written Consent
|
" | Special Meetings of Shareholders
|
" | Voting in the Election of Directors
|
91 | Number and Qualification of Directors
|
" | Classification of Board
|
" | Removal of Directors
|
92 | Filling Vacancies on the Board of Directors
|
" | Transactions Involving Officers or Directors
|
" | Indemnification and Limitation of Liability
|
93 | Mergers and Sales of Substantially All Corporate Assets
|
94 | Creation of Indebtedness
|
" | Appraisal Rights
|
" | Shareholder Approval of Certain Business Combinations
|
96 | Inspection of Shareholder List, Books and Records
|
" | Shareholder Derivative Suits
|
97 | Duration of Proxies
|
" | Dissolution
|
" | Experts
|
" | Legal Matters
|
99 | Report of Independent Accountants
|
100 | Consolidated Balance Sheet
|
101 | Consolidated Statement of Income
|
102 | Consolidated Statement of Shareholders' Equity
|
103 | Consolidated Statement of Cash Flows
|
104 | Notes to Consolidated Financial Statements
|
116 | Consolidated Condensed Balance Sheet
|
117 | Consolidated Condensed Statement of Income
|
118 | Consolidated Condensed Statement of Cash Flows
|
119 | Notes to Consolidated Condensed Financial Statements
|
120 | Alan C. Ashton
|
" | Bruce W. Bastian
|
124 | Article I
|
" | 1.1 Merger; Effective Time
|
" | 1.2 Closing
|
" | 1.3 Effects of the Merger
|
" | 1.4 Tax-Free Reorganization; Pooling of Interests
|
125 | Article Ii
|
" | Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates
|
" | 2.1 Effect on Capital Stock
|
126 | 2.2 Exchange of Certificates
|
127 | Article Iii
|
" | Representations and Warranties of Wordperfect
|
" | 3.1 Organization, Standing and Power
|
" | 3.2 Capital Structure
|
" | 3.3 Authority
|
128 | 3.4 Financial Statements
|
129 | 3.5 Compliance with Law
|
" | 3.6 No Defaults
|
" | 3.7 Litigation
|
" | 3.8 No Material Adverse Effect
|
130 | 3.9 Absence of Undisclosed Liabilities
|
" | 3.10 Information Supplied
|
131 | 3.11 Certain Agreements
|
" | 3.12 Erisa
|
" | 3.13 Major Contracts
|
132 | 3.14 Taxes
|
133 | 3.15 Interests of Officers and Directors
|
" | 3.16 Intellectual Property
|
134 | 3.17 Restrictions on Business Activities
|
135 | 3.19 Governmental Authorizations and Licenses
|
" | 3.20 Environmental Matters
|
" | 3.21 Insurance
|
136 | 3.22 Board Approval
|
" | 3.23 Labor Matters
|
" | 3.24 Questionable Payments
|
" | 3.25 Accounting Matters
|
" | 3.26 Brokers
|
" | 3.27 Disclosure
|
137 | Article Iv
|
" | Representations and Warranties of Novell and Sub
|
" | 4.1 Organization; Standing and Power
|
" | 4.2 Capital Structure
|
" | 4.3 Authority
|
138 | 4.4 SEC Documents; Novell Financial Statements
|
" | 4.5 Information Supplied
|
" | 4.6 Litigation
|
139 | 4.7 No Defaults
|
" | 4.8 Opinion of Financial Advisor
|
" | 4.9 Accounting Matters
|
" | 4.10 Brokers
|
" | 4.11 Disclosure
|
" | Article V
|
" | Conduct and Transactions Prior to Effective Time; Additional Agreements
|
" | 5.1 Information and Access
|
140 | 5.2 Conduct of Business of the Parties
|
142 | 5.3 Negotiation With Others
|
" | 5.4 Preparation of S-4 and the Proxy Statement; Other Filings
|
143 | 5.5 Advice of Changes
|
" | 5.6 Shareholder Approval
|
" | 5.7 Agreements to Cooperate
|
144 | 5.8 State Statutes
|
" | 5.9 Consents
|
" | 5.10 Nasdaq National Market Listing
|
" | 5.11 Public Announcements
|
" | 5.12 Affiliates
|
145 | 5.13 WordPerfect Options
|
" | 5.14 Indemnification
|
146 | 5.15 Notification of Certain Matters
|
" | 5.16 Pooling Accounting
|
" | 5.17 Firpta
|
" | 5.18 Subsequent Amendments of Disclosure Schedules
|
" | 5.19 Establishment of Applications Group
|
" | 5.20 Satisfaction of WordPerfect Obligations
|
" | 5.21 Continued Nomination of Directors
|
147 | 5.22 Other Transactions
|
" | Article Vi
|
" | Conditions Precedent
|
" | 6.1 Conditions to Each Party's Obligation to Effect the Merger
|
" | 6.2 Conditions of Obligations of Novell and Sub
|
148 | 6.3 Conditions of Obligation of WordPerfect
|
149 | Article Vii
|
" | Termination
|
" | 7.1 Termination
|
150 | 7.2 Effect of Termination
|
" | Article Viii
|
" | General Provisions
|
" | 8.1 Nonsurvival of Representations, Warranties and Agreements
|
" | 8.2 Amendment
|
" | 8.3 Expenses
|
151 | 8.4 Extension; Waiver
|
" | 8.5 Notices
|
" | 8.6 Interpretation
|
152 | 8.7 Counterparts
|
" | 8.8 Entire Agreement
|
" | 8.9 No Transfer
|
" | 8.10 Severability
|
" | 8.11 Other Remedies
|
" | 8.12 Further Assurances
|
" | 8.13 Absence of Third Party Beneficiary Rights
|
" | 8.14 Mutual Drafting
|
" | 8.15 Governing Law
|
154 | Articles of Merger
|
173 | Stockholders' Representatives
|
177 | Part 13
|
191 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|