SC 13D 1 w61668sc13d.txt NOVELL, INC. SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(A) (AMENDMENT NO. *)(1) SILVERSTREAM SOFTWARE, INC. ---------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE ---------------------------------------------------------- (Title Class of Securities) 827907106 ---------------------------------------------------------- (CUSIP Number) Joseph A. LaSala, Jr., Esq. Senior Vice President, General Counsel and Secretary NOVELL, INC. 8 Cambridge Center Cambridge, MA 02142 (617) 374-9800 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Howard L. Shecter, ESQ. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 (212) 309-6000 JUNE 9, 2002 ---------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 827907106 13D Page 2 of 2 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON Novell, Inc. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0(1) SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,611,413(1) REPORTING ----------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0(1) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0(1) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,611,413(1) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- (1) SEE ITEM 5 herein. CUSIP No. 827907106 13D Page 3 of 3 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON Delaware Planet Inc. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0(1) SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY OWNED BY 4,611,413(1) EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0(1) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0(1) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,611,413(1) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- (1) SEE ITEM 5 herein. CUSIP No. 827907106 13D Page 4 of 4 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, par value $0.001 per share (each a "Share" and collectively, the "Shares"), of SilverStream Software, Inc., a Delaware corporation (the "Issuer"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934 (the "Exchange Act"). The address of the principal executive offices of the Issuer is Two Federal Street, Billerica, Massachusetts 01821-3559. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) and (f) This statement is filed by Novell, Inc., a Delaware corporation ("Novell"), and Delaware Planet Inc., a Delaware corporation and a wholly-owned subsidiary of Novell ("Purchaser" and together with Novell, the "Reporting Person"). Novell and Purchaser are filing this statement jointly pursuant to a Joint Filing Agreement attached hereto as Exhibit 1. The principal executive and business office of each of Novell and Purchaser is located at 1800 South Novell Place, Provo, Utah 84606. Novell's principal business is providing eBusiness and Internet services and software products designed for intranets and extranets to large-scale corporations, government entities, educational institutions, resellers and distributors both domestically and internationally. Purchaser is a recently incorporated Delaware corporation organized solely to carry out certain transactions in connection with the Merger (as defined herein). As a result of entering into the Stockholder's Agreements described in Items 3 and 4 below, Novell and Purchaser have formed a "group" with each other and may be deemed to have formed a "group" with the Support Stockholders (as defined in Item 4 below) for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder. Novell and Purchaser expressly declare that the filing of this Schedule 13D shall not be construed as an admission by them that they have formed a group with the Support Stockholders. Information as to each of the executive officers and directors of Novell is set forth on Annex A hereto. Information as to each of the executive officers and directors of Purchaser is set forth on Annex B hereto. Each of such persons on Annex A and Annex B is a citizen of the United States. (d) During the last five years, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the individuals named in Annex A or Annex B hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Except as disclosed in Annex A hereto, during the last five years, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the individuals named in Annex A or Annex B hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Beneficial ownership of the Shares which are the subject of this Schedule 13D may be deemed to have been acquired through the execution of the Stockholder's Agreements, each dated June 9, 2002, among Novell, Purchaser and certain stockholders of the Issuer (the "Stockholder's Agreements"), a form of which is attached hereto as Exhibit 2 and incorporated herein by reference. The Reporting Person has CUSIP No. 827907106 13D Page 5 of 5 not paid to any of the stockholders that are parties to the Stockholder's Agreements any funds in connection with the execution of the Stockholder's Agreements. The Stockholder's Agreements were entered into to induce Novell and Purchaser to enter into, and in consideration for their entering into, the Merger Agreement (as defined below). ITEM 4. PURPOSE OF TRANSACTION This Schedule 13D relates to the tender offer (the "Offer") being made by Purchaser to purchase all of the outstanding Shares of the Issuer at a price of $9.00 per Share net to the sellers in cash, without interest, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger dated as of June 9, 2002 by and among Novell, Purchaser and the Issuer (the "Merger Agreement"), a copy of which is attached hereto as Exhibit 3 and incorporated herein by reference. Pursuant to the Merger Agreement, Novell and Purchaser commenced the Offer on June 18, 2002, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 8, 2002 (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit 4 and incorporated herein by reference, and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit 5 and incorporated herein by reference. As soon as practicable after the purchase of Shares pursuant to the Offer and the satisfaction of the other conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law, Purchaser will be merged with and into the Issuer (the "Merger") with the Issuer being the surviving corporation in the Merger. Following consummation of the Merger, the Issuer will continue as the surviving corporation and will become a wholly-owned subsidiary of Novell. In order to induce Novell to enter into the Merger Agreement, Paul Severino, Richard D'Amore, Timothy Barrows, David Skok, Craig Dynes, David Litwack, The Litwack Irrevocable Trust, Kim Sheffield, Steven Benfield, Matrix IV Entrepreneurs Fund, L.P. and Matrix Partners IV, L.P. (the "Support Stockholders"), comprising all of the Issuer's directors and certain of their respective affiliates and certain of the Issuer's executive officers owning in the aggregate approximately 20% of the issued and outstanding Shares (or approximately 16% of the Shares on a fully-diluted basis), have each entered into a Stockholder's Agreement dated as of June 9, 2002 with Novell and Purchaser pursuant to which the Support Stockholders have, subject to certain limitations, (i) agreed to tender and sell 4,611,413 Shares (the "Subject Shares") to Novell pursuant to the Offer, (ii) agreed not to withdraw any Subject Shares tendered in the Offer, (iii) agreed to vote such Subject Shares in favor of the Merger and the Merger Agreement and against any acquisition proposal other than the Merger, (iv) granted to Novell an option to purchase the Subject Shares under certain conditions and (v) granted to Novell, Purchaser and their nominees, an irrevocable proxy to vote such Subject Shares in favor of the transactions contemplated by the Merger Agreement. (a) - (g), (j) The information set forth in the Introduction, Section 11 ("Background of the Offer"), Section 12 ("The Merger Agreement; Other Arrangements") and Section 13 ("Purpose and Structure of the Offer; Plans for the Company; Appraisal Rights") of the Offer to Purchase is incorporated herein by reference. (h) - (i) The information set forth in Section 14 ("Effect of the Offer on the Market for the Shares; Nasdaq Listing; Registration under the Exchange Act") of the Offer to Purchase is incorporated herein by reference. Except as described herein, the Reporting Person has no present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Nevertheless, the Reporting Person may initiate a review of the Issuer and its assets, corporate structure, capitalization, operations, properties, policies and personnel to determine what CUSIP No. 827907106 13D Page 6 of 6 changes, if any, would be desirable following the Merger in order to best organize and coordinate the activities of the Issuer and Novell. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As of the date hereof, neither Novell nor Purchaser owns any Shares. However, as a result of entering into the Stockholder's Agreements with the Support Stockholders, Novell and Purchaser possess shared power to vote or direct the vote of, and thus may be deemed to beneficially own, 4,611,413 Shares, or approximately 20.3% of the issued and outstanding Shares as of June 9, 2002. With respect to the voting of the Subject Shares, the Reporting Person has the power to vote or cause the vote of the Subject Shares in accordance with the terms of the Stockholder's Agreements. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of the Subject Shares for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) Except as described above, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the persons named in Annex A and Annex B hereto, (i) beneficially owns or has any right to acquire, directly or indirectly, any equity securities of the Issuer or (ii) effected any transaction in such equity securities during the past 60 days. (d) To the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth, or incorporated by reference, in Items 3 through 5 of this Schedule 13D is hereby incorporated by reference. Except for the Merger Agreement, the Stockholder's Agreements, the Mutual Non-Disclosure Agreement and as described above, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the persons named in Annex A or Annex B hereto, have any contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement. Exhibit 2 Form of Stockholder's Agreement dated as of June 9, 2002, by and among Novell, Inc., Delaware Planet Inc., and each of Craig Dynes, Timothy Barrows, Paul J. Severino, Richard D'Amore, Kim Sheffield, Steven Benfield, The Litwack Irrevocable Trust, David Litwack, David Skok, Matrix IV Entrepreneurs Fund, L.P. and Matrix Partners IV, L.P. (incorporated by reference to Exhibit (d)(3) to the Schedule TO filed by Novell, Inc. and Planet Delaware Inc. with the SEC on June 18, 2002). CUSIP No. 827907106 13D Page 7 of 7 Exhibit 3 Agreement and Plan of Merger, dated as of June 9, 2002, by and among Novell, Inc., Delaware Planet Inc. and SilverStream Software, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Novell, Inc. with the SEC on June 10, 2002). Exhibit 4 Offer to Purchase dated June 18, 2002 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Novell, Inc. and Delaware Planet Inc. with the SEC on June 18, 2002). Exhibit 5 Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO filed by Novell, Inc. and Delaware Planet Inc. with the SEC on June 18, 2002). CUSIP No. 827907106 13D Page 8 of 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 19, 2002 NOVELL, INC. By: /s/ Joseph A. LaSala, Jr. -------------------------------------- Name: Joseph A. LaSala, Jr. Title: Senior Vice President, General Counsel and Secretary DELAWARE PLANET INC. By: /s/ Joseph A. LaSala, Jr. -------------------------------------- Name: Joseph A. LaSala, Jr. Title: President and Secretary CUSIP No. 827907106 13D Page 9 of 9 ANNEX A DIRECTORS AND OFFICERS OF NOVELL The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of Novell are set forth below. Unless otherwise indicated below, the business address of each director and officer is c/o Novell, Inc., 1800 South Novell Place, Provo, Utah 84606. Where no date is shown, the individual has occupied the position indicated for the past five years. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Novell. Except as described herein, none of the directors and officers of Novell listed below has, during the past five years, (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. All directors and officers listed below are citizens of the United States.

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CUSIP No. 827907106 13D Page 14 of 14 ANNEX B DIRECTORS AND OFFICERS OF PURCHASER The name and position with Purchaser of each director and officer of Purchaser are set forth below. The business address, Novell principal occupation or employment, five-year employment history and citizenship of each such person is set forth in Annex A. Name Title --------------------- -------------------------------------- Jack L. Messman President, Treasurer and Director Joseph A. LaSala, Jr. Vice President, Secretary and Director EXHIBIT INDEX Exhibit 1 Joint Filing Agreement.* Exhibit 2 Form of Stockholder's Agreement dated as of June 9, 2002, by and among Novell, Inc., Delaware Planet Inc., and each of Craig Dynes, Timothy Barrows, Paul J. Severino, Richard D'Amore, Kim Sheffield, Steven Benfield, The Litwack Irrevocable Trust, David Litwack, David Skok, Matrix IV Entrepreneurs Fund, L.P. and Matrix Partners IV, L.P. (incorporated by reference to Exhibit (d)(3) to the Schedule TO filed by Novell, Inc. and Planet Delaware Inc. with the SEC on June 18, 2002). Exhibit 3 Agreement and Plan of Merger, dated as of June 9, 2002, by and among Novell, Inc., Delaware Planet Inc. and SilverStream Software, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Novell, Inc. with the SEC on June 10, 2002). Exhibit 4 Offer to Purchase dated June 18, 2002 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Novell, Inc. and Delaware Planet Inc. with the SEC on June 18, 2002). Exhibit 5 Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO filed by Novell, Inc. and Delaware Planet Inc. with the SEC on June 18, 2002). ------------------ * Filed herewith CUSIP No. 827907106 13D Page 15 of 15 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other parties hereto on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Silverstream Software, Inc., a Delaware corporation, and that this agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. In witness whereof, the undersigned hereby execute this agreement as of the 19th day of June, 2002. Novell, Inc. By: /s/ Joseph A. LaSala, Jr. -------------------------- Name: Joseph A. LaSala, Jr. Title: Senior Vice President, General Counsel and Secretary Delaware Planet Inc. By: /s/ Joseph A. LaSala, Jr. -------------------------- Name: Joseph A. LaSala, Jr. Title: Vice President and Secretary

SILVERSTREAM SOFTWARE INC SC 13D