I just found a Novell press release dated November 26, 1996, which makes it *after* the October 16th, 1996 Amendment 2 was signed. Guess what it says Novell sold off to Santa Cruz? "The UnixWare product lines". I'm pretty excited about digging this up.
SCO is arguing in its Reply Brief in its appeal that Amendment 2 changed the excluded assets language of the APA so that it gave SCO the copyrights and everything:
The exclusion of all copyrights was subsequently amended in Amendment No. 2 so
that copyrights "required for SCO to exercise its rights with respect to the
acquisition of UNIX and UnixWare technologies" were not excluded from the sale,
and thus remained within the encompassing reach of all "right, title and interest,"
including all "ownership" rights in UNIX and UnixWare that was sold to SCO.
This appeal focuses on whether these contractual agreements, and the evidence
surrounding them, properly allow a finding that none of the UNIX and UnixWare
copyrights were required by SCO to exercise its rights in the UNIX and UnixWare
technologies it acquired. But here in this press release, we see what Novell told the world it sold, and once again, it was just the UnixWare business, the UnixWare product lines. No mention of UNIX at all, by the way. Let me show you the press release, because I think this knocks SCO's arguments out.
The press release includes the financials, but here's the text, with the important words emphasized by me:
Novell Reports Strong Fourth Fiscal Quarter 1996 Results
Orem, UT -- November 26, 1996 --Novell, Inc. (NASDAQ:NOVL) today reported revenue of $384 million and net income of $59 million for its fourth fiscal quarter ended October 26, 1996. Earnings per share were $0.17 on 346 million weighted average shares outstanding. These results compare with year-ago net income of $59 million or $0.16 per share and revenue of $481 million. Prior-year results include contributions from product lines that have since been discontinued or sold.
17 Cents Earnings Per Share On $384 Million Revenue
The first comparable period following Novell's divestiture of its personal productivity applications and UnixWare product lines and the company's reduction of channel inventory was the third fiscal quarter of 1996. In that quarter, Novell reported revenue of $365 million and net income of $59 million or $0.17 per share.
John A. Young, Novell chairman, said, "We're pleased that the business changes Novell has been implementing all year are having their effect on financial results. In the fourth fiscal quarter of 1996, the company achieved slightly greater profitability on almost $100 million less revenue than in the year-earlier quarter. Sequentially, revenue growth of $19 million, or 5 percent, over the third fiscal quarter of 1996 reflects the improving nature of Novell's ongoing network software business."
"We plan to move rapidly through this transition period as we position the company to address the Internet/intranet markets. Our actions continue to be directed at energizing the company for profitable revenue growth."
Novell president Joseph A. Marengi said: "The sequential gain in fourth quarter revenue was driven by strong market demand for new versions of our major products. We saw significant growth in Novell server software revenue, up $32 million or 15 percent sequentially to $247 million. Of this, revenue from our new directory-enabled IntranetWare full service intranet platform and NetWare 4 increased 38 percent to $181 million from the third quarter. In addition, our new GroupWise 5 E-mail and collaboration system, the November Comdex winner of PC Computing's 1996 Most Valuable Product Award, increased 24 percent sequentially. ManageWise 2.1, Novell's market leading, PC-based network management software, grew 18 percent from the prior quarter."
"Looking forward, we are advancing our strategy to establish Novell Directory Services (NDS) as the de facto industry standard for the rapidly expanding Internet/intranet markets. To promote mass adoption of NDS across all server platforms, we are distributing our directory to major UNIX providers today and to system providers delivering Microsoft's NT operating system in early 1997. This action will seed the market for Novell and our partners to build revenue from cross-platform, value- added network services server replication, messaging, management, and security that use our directory as a foundation."
On the balance sheet, cash and short-term investments were slightly more than $1.0 billion, compared with $1.3 billion at October 28, 1995. During 1996, Novell repurchased 33 million shares of its common stock for approximately $450 million.
For fiscal year 1996, earnings were $0.35 per share on revenue of $1.4 billion, compared with $0.90 per share and $2 billion in fiscal 1995. Year-earlier results include revenue from discontinued or sold lines of business.
Founded in 1983, Novell (NASDAQ:NOVL) is the world's leading provider of network software. The company offers a wide range of network solutions for distributed network, Internet/intranet and small-business markets. Novell education and technical support programs are the most comprehensive in the network computing industry. Information about Novell's complete range of products and services can be accessed on the World Wide Web at http://www.novell.com.
Forward looking statements in this release are made under the Safe Harbor Reform Act of 1996. These statements are based on current expectations and actual results may differ materially due to risks, uncertainties, and other factors. Additional information covering factors that could cause results to differ materially from projected statements can be found in Novell's 10-K and 10-Q filings, as well as the annual report.
Founded in 1983, Novell (NASDAQ: NOVL) is the world's leading provider of network software. The company offers a wide range of network solutions for distributed network, Internet/intranet and small-business markets. Novell education and technical support programs are the most comprehensive in the network computing industry. Information about Novell's complete range of products and services can be accessed on the World Wide Web at http://www.novell.com.