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Technology Stocks : Novell (NOVL) dirt cheap, good buy? -- Ignore unavailable to you. Want to Upgrade?

To: Paul Fiondella who wrote (29940)	1/17/2000 11:19:00 PM
From: Spartex	Respond to of 42771

Interesting find by hhill_98 on RagingBull thread. On Dec. 13, 1999 Novell filed with SEC to up their poison pill to $120.00 share. Was this one of the catalysts that moved Novell the last half of Dec. 99, in addition to Gilder pick? One never knows. =;-) Here's the link to hhill_98, and also the beginning text from filing. SUNW and IBM are still candidates, as well as LU and others yet identified. IMHO, I will sleep much better with this proactive decision by the BOD, and presumably Eric to protect the "gems" of Novell from potential thieves. ++++++++++++++++++++++++++++++++++++ ragingbull.com Form 8-A12G for NOVELL INC filed on 13 Dec 1999 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 1 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELL, INC. (Exact name of registrant as specified in its charter) DELAWARE 87-0393339 (State of incorporation or organization) (I.R.S. Employer Identification No.) 122 East 1700 South Provo, Utah 84606 (Address and Zip Code of Principal Executive Offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None. None. Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights (Title of class) ITEM 1. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED Each preferred share purchase right (a "Right") entitles the registered holder to purchase from the Registrant one one-thousandth (0.001) of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Registrant at a price of $120.00 per one one-thousandth of a Preferred Share (the "Purchase Price") effective September 20, 1999, subject to further adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of December 7, 1988, as amended and restated effective September 20, 1999 (the "Rights Agreement") between the Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). The Rights approved by the Registrant's Board of Directors (the "Board") are designed to protect and maximize the value of the outstanding equity interests in the Registrant in the event of an unsolicited attempt by an acquiror to take over the Registrant, in a manner or on terms not approved by the Board. Takeover attempts frequently include coercive tactics to deprive the a company's board of directors and its stockholders of any real opportunity to determine the destiny of the company. The Rights have been declared by the Board in order to deter such tactics, including a gradual accumulation in the open market of a 15% or greater position to be followed by a merger or a partial or two-tier tender offer that does not treat all stockholders equally. These tactics can operate to unfairly pressure stockholders, force them out of their investment, and deprive them of the full value of their shares. The Rights are not intended to prevent a takeover of the Registrant and they will not do so. The Rights may be redeemed by the Registrant at $0.01 per Right at any time within 10 days (or on such later date as may be determined by the Board) following a public announcement that a person or group of affiliated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the Registrant's outstanding common stock, $0.01 par value (the "Common Shares").