Here is the Proxy !
Form DEF 14A for NOVELL INC filed on Mar 28 1997
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NOVELL, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Novell, Inc. Ph 801 861-7000
122 East 1700 South novell.com
Provo, UT 84606
March 28, 1997
[LOGO OF NOVELL]
Dear Shareholder:
You are cordially invited to attend the Company's 1997
Annual Meeting on Friday, May 2, 1997. Please note
that the Annual Meeting has been scheduled for May 2,
1997 not April 9, 1997.
At the meeting your management will review actions
taken during fiscal 1996. We will also present our
tactics for 1997 to make Novell stronger and more
competitive.
The meeting will begin promptly at 2:00 p.m., local
time, at our California location, 2275 Trade Zone
Boulevard, Building 6, the Forest Conference Room, San
Jose, California. Please note a map has been provided
for your convenience.
The official Notice of Meeting, proxy statement and
form of proxy are included with this letter. The
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 prevent you from voting
in person at the meeting if you wish to do so. Please
complete, sign, date and promptly mail your proxy (For
our registered shareholders holding stock in their own
name on the books of the Company, you may vote by
touch-tone telephone toll-free). Your cooperation will
be greatly appreciated.
Members of your Board of Directors and management look
forward to greeting personally those shareholders who
are able to attend.
Sincerely,
/s/ David R. Bradford
David R. Bradford
Senior Vice President, General Counsel and Corporate
Secretary
[LOGO OF NOVELL]
NOVELL, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, MAY 2, 1997
TO THE SHAREHOLDERS OF NOVELL, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of NOVELL,
INC. will be held at the Company's California offices located at 2275 Trade
Zone Boulevard, Building 6, San Jose, California 95131, on Friday, May 2,
1997, at 2:00 p.m., local time, for the following purposes:
1. To elect seven directors;
2. To approve and ratify the adoption of an amendment to the Novell, Inc. 1989
Employee Stock Purchase Plan to increase the shares reserved for issuance
thereunder from 8,000,000 to 12,000,000;
3. To ratify the selection of Ernst & Young LLP as independent auditors for
Novell, Inc.; and
4. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Only shareholders of record at the close of business on March 21, 1997 will
be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors,
LOGO
David R. Bradford
Senior Vice President, General
Counsel and Corporate Secretary
March 28, 1997
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE, SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
OF
NOVELL, INC.
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
Card are being furnished to the shareholders of Novell, Inc., a Delaware
corporation ("Novell" or the "Company"), in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the 1997 Annual
Meeting of Shareholders of the Company (the "Annual Meeting") to be held at
the Company's California offices located at 2275 Trade Zone Boulevard, San
Jose, California 95131, on Friday, May 2, 1997, at 2:00 p.m., local time, and
any adjournment thereof. The Company's telephone number at that address is
(408) 434-2300. These proxy materials are being mailed on or about March 28,
1997, to all shareholders of record as of March 21, 1997, of the Company's
Common Stock. At the Annual Meeting, the Company's shareholders will be asked
to elect seven directors, to approve and ratify the adoption of an amendment
to the Novell, Inc. 1989 Employee Stock Purchase Plan (the "Purchase Plan"),
to ratify the appointment of independent auditors and to vote on such other
matters as may properly come before the Annual Meeting.
The Company's principal executive officers are located at 122 East 1700
South, Provo, UT 84606.
PERSONS MAKING THE SOLICITATION
All expenses of the Company in connection with this solicitation will be
borne by the Company. In addition to solicitation by mail, proxies may be
solicited by directors, officers and other employees of the Company by
telephone, telegraph, telefax or telex, in person or otherwise, without
additional compensation. The Company will also request brokerage firms,
nominees, custodians and fiduciaries to forward proxy materials to the
beneficial owners of shares held of record by such persons and will reimburse
such persons and the Company's transfer agent for their reasonable out-of-
pocket expenses in forwarding such material. Additionally, the Company has
elected to retain the services of Corporate Investor Communications, Inc. for
the purposes of broker nominee search, distribution of proxy materials to
banks, brokers, nominees and intermediaries and solicitation in order to
obtain voted proxies for the Annual Meeting at an estimated cost of $6,500,
plus out-of-pocket expenses.
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record, at the close of business on March 21, 1997 (the
"Record Date"), of the Company's Common Stock, par value $.10 per share
("Common Stock"), are entitled to notice of and to vote at the Annual Meeting
and any adjournment thereof. On the Record Date, 347,654,776 shares of Common
Stock were outstanding and entitled to vote. Each outstanding share of Common
Stock entitles the holder thereof to one vote on all matters set forth in this
proxy statement. As of the Record Date, the closing price of the Common Stock
on the Nasdaq National Market was $10.31 per share.
REVOCABILITY OF PROXY
A proxy may be revoked by a shareholder prior to the voting at the Annual
Meeting by written notice to the Secretary of the Company, by submission of
another duly executed proxy bearing a later date or by voting in person at the
Annual Meeting. Such notice or later proxy will not affect a vote on any
matter taken prior to the receipt thereof by the Company or its transfer
agent. The mere presence at the Annual Meeting of the shareholder who has
appointed a proxy will not revoke the prior appointment. If not revoked, the
proxy will be voted at the Annual Meeting in accordance with the instructions
indicated on the Proxy Card by the shareholder or, if no instructions are
indicated, will be voted FOR the slate of directors described herein, FOR the
approval and ratification of the adoption of an amendment to the Novell, Inc.
1989 Employee Stock Purchase Plan, FOR the ratification of independent
auditors and as to any other matter that may be properly brought before the
Annual Meeting, in accordance with the judgment of the proxy holders.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date. Shares that are voted "FOR",
"AGAINST" or "WITHHELD FROM" a matter are treated as being present at the
meeting for purposes of establishing a quorum and are also treated as shares
entitled to vote at the Annual Meeting (the "Votes Cast") with respect to such
matter.
The Company believes that abstentions should be counted for purposes of
determining both (i) the presence or absence of a quorum for the transaction
of business and (ii) the total number of Votes Cast with respect to a proposal
(other than the election of directors). In the absence of controlling
precedent to the contrary, the Company intends to treat abstentions in this
manner. Accordingly, abstentions will have the same effect as a vote against
the proposal.
While broker non-votes should be counted for purposes of determining the
presence or absence of a quorum for the transaction of business, broker non-
votes should not be counted for purposes of determining the number of Votes
Cast with respect to the particular proposal on which the broker has expressly
not voted. Accordingly, the Company intends to treat non-votes in this manner.
Thus, a broker non-vote will not affect the outcome of the voting on a
proposal.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 28, 1997, information
relating to the beneficial ownership of the Company's Common Stock by each
person known to the Company to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock, by each director, by each
of the executive officers named in the Summary Compensation Table (the "Named
Officers"), and by all current directors and executive officers as a group.
COMMON STOCK(1)
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PERCENT OF
NUMBER OF OUTSTANDING
SHARES SHARES
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Raymond J. Noorda(2)................................. 25,883,644 7.46%
899 West Center Street
Orem, UT 84057
Eric E. Schmidt(3)................................... 900,000 *
Joseph A. Marengi.................................... 243,762 *
Elaine R. Bond....................................... 84,500 *
Hans-Werner Hector................................... 28,997 *
Jack L. Messman(4)................................... 431,000 *
Larry W. Sonsini..................................... 54,100 *
Ian R. Wilson(5)..................................... 111,500 *
John A. Young........................................ 57,995 *
Mary M. Burnside..................................... 297,273 *
James R. Tolonen(6).................................. 344,149 *
Glenn Ricart......................................... 79,575 *
David R. Bradford.................................... 179,159 *
Robert J. Frankenberg(7)............................. 1,000 *
Steven Markman(7).................................... 29,200 *
All current directors and executive officers as a
group (18 persons)(8) ............................... 3,185,078 0.91%
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* less than one percent
(1) Unless otherwise indicated, the persons named have sole voting and
investment power over the number of shares of the Company's Common Stock
shown as being beneficially owned by them. As to each person or group
named in the table, the table includes the following shares issuable upon
exercise of options that are exercisable within 60 days from February 28,
1997: Ms. Bond 79,500, Mr. Hector 23,997, Mr. Messman
2
119,5000, Mr. Sonsini 47,500, Mr. Wilson 103,500, Mr. Young 47,995, Mr.
Marengi 200,788, Ms. Burnside 239,688, Mr. Tolonen 199,938, Mr. Ricart
42,500 and Mr. Bradford 137,625, all current directors and executive
officers as a group 1,465,243.
(2) Of such shares, (i) 15,533,144 are held by a trust (of which Mr. Noorda is
a co-trustee) for the benefit of members of Mr. Noorda's immediate family
and (ii) 10,350,500 shares are held by Dialogic Systems Corporation, a
corporation in which Mr. Noorda holds 100% of the stock.
(3) Under his employment contract, Dr. Schmidt was granted a right to buy
900,000 shares of restricted stock. Dr. Schmidt purchased said shares on
March 18, 1997. See "Executive Compensation--Employment Contract,
Termination of Employment and Change in Control Arrangements."
(4) Includes 31,500 shares held by Mr. Messman's adult children living at
home, as to which he disclaims beneficial ownership.
(5) Mr. Wilson holds 8,000 shares as trustee for his Defined Benefit Pension
Plan.
(6) Includes 8,472 shares held by Mr. Tolonen's adult child living at home, as
to which he disclaims beneficial ownership.
(7) Former executive officer.
(8) Dr. Schmidt is included even though he was not a director and executive
officer until April 7, 1996.
PROPOSAL ONE
ELECTION OF DIRECTORS
Since last year's annual meeting of shareholders, the Board of Directors has
adopted a resolution decreasing the number of authorized directors from eight
to seven effective April 7, 1997. Accordingly, a Board of seven directors is
to be elected at the Annual Meeting. Unless otherwise indicated by the
shareholder on the Proxy Card, the persons named in the Proxy Card as proxies
for this meeting will vote in favor of each of the following nominees as
directors of the Company. Directors elected at the Annual Meeting will hold
office until the next annual meeting of shareholders of the Company, and until
their successors are duly elected and qualified, except in the event of their
earlier death, resignation or removal. Management has no reason to believe |
