Denver C. Snuffer #3031
Timothy Miguel Willardson # 4443
Nelson, Snuffer & Dahle
10885 South State Street
Sandy, Utah 84070
Telephone: (801) 576-1400
Attorneys for Plaintiff
 
 
                IN THE UNITED STATES DISTRICT COURT
 
                 DISTRICT OF UTAH, CENTRAL DIVISION
 
___________________________________________________________________
                                       |
MARK BONDIETT, an individual           |  COMPLAINT
     Plaintiff,                        |
vs.                                    |
                                       |  Civil No. 2:96CV0303J
NOVELL, INC., a Delaware Corporation;  |
ROBERT J. FRANKENBERG, an individual;  |
ALAN C. ASHTON, an individual; ELAINE  |
R. BOND, an individual; HANS-WERNER    |
HECTOR, an individual; JACK L.         |
MESSMAN, an individual; LARRY W.       |
SONSINI, an individual; IAN R. WILSON, |
an individual; JOHN R. YOUNG, an       |
individual; DAVID R. BRADFORD, an      |
individual; and DOES D-ONE through     |
D-FIFTY                                |
     Defendants                        |  Judge:  Jenkins
_______________________________________|___________________________
 
 
Comes now the Plaintiff, Mark Bondiett ("BONDIETT") by and through 
 
his attorneys, and complains of Defendant Novell, Inc. ("Novell" or 
 
"the Company") as follows:
 
 
Jurisdiction & Venue
 
 
1.   The Jurisdiction of this Court is based upon Section 22(a) of 
 
the Securities Act of 1933, as amended (the "Securities Act"), 
 
 
                                 1
 

 
Section 27 of the Securities Exchange Act of 1934, as amended (the 
 
"Exchange Act") and upon principles of supplemental jurisdiction.
 
 
2.   Defendants, and each of them, directly and indirectly, have 
 
engaged in acts and practices that constitute violations of 
 
Sections 11(a) and 17(a) of the Securities Act; Sections 10 and 
 
14(a) of the Exchange Act and the rules and regulations promulgated 
 
thereunder; and well established principles of common law, 
 
including breach of fiduciary responsibility and misrepresentation.
 
 
3.   Plaintiff brings this action for the damages sustained by the 
 
Plaintiff and the Class, as hereunder defined, as a result of the 
 
Defendants wrongful acts and conduct, and for other relief, 
 
equitable and legal, as may be appropriate.
 
 
4.   The Defendants directly and indirectly made use of means or 
 
instruments of transportation or communication in interstate 
 
commerce or of the mails in connection with each of the acts or 
 
practices alleged herein.
 
 
5.   This action is commenced within the time prescribed by the 
 
applicable statute of Limitations under the Securities Act and the 
 
Exchange Act.
 
 
6.   The acts and transactions constituting the violations of the 
 
Securities Act and the Exchange Act occurred in the District of 
 
Utah.
 
 
7.   Each of the Defendants is found in, or is an inhabitant of, 
 
or transacts or has transacted business in the District of Utah.
 
 
8.   Upon information and belief, each of the Defendants either:
 
 
     (a)  Participated in the actions, transactions, conduct and 
 
          practices complained of in this Complaint; or
 
 
                                 2
 

 
     (b)  Approved, agreed to and conspired with respect to the 
 
          actions, transactions, conduct and practices complained 
 
          of in this Complaint; or
 
 
     (c)  Aided and abetted, in a knowing and willful manner, said 
 
          actions, transactions, conduct and practices; or
 
 
     (d)  During the period relevant to this action, directly or 
 
          indirectly, controlled, was controlled by, or was a 
 
          controlling person, within the Securities Act and the 
 
          Exchange Act, of those persons who participated, 
 
          conspired, or aided and abetted in said actions, 
 
          transactions, conduct and practices.
 
 
The Parties
 
 
9.   Plaintiff, directly or indirectly, is or was a shareholder of 
 
Novell, Inc. (the "Company") as of the close of business on 
 
February 12, 1996 and entitled to vote at the annual meeting of 
 
Shareholders scheduled for April 10, 1996.
 
 
10.  Defendant Novell, Inc. was incorporated under the laws of 
 
Delaware on March 14, 1983 and is now, and at all times relevant to 
 
this action, a publicly held company.  The Company's stock has 
 
been, and is currently listed and traded on the National 
 
Association of Securities Dealers Automatic Quotation System 
 
(NASDAQ) and the Company files annual and quarterly reports 
 
pursuant to Section 12(g) of the Exchange Act.  The Company is a 
 
computer software company with its international corporate 
 
headquarters at 1555 North Technology Way, Orem, Utah 84057.
 
 
11.  As of February 16, 1996, the date of the proxy statement 
 
complained of herein:
 
 
     (a)  Defendant Robert J. Frankenberg was a director, the 
 
          Chairman of the Board, President and Chief Executive 
 
          Officer of the Company;
 
 
     (b)  Defendant Alan C. Ashton was a director of the Company;
 
 
                                 3
 

 
     (c)  Defendant Elaine R. Bond was a director of the Company;
 
 
     (d)  Defendant Hans-Werner Hector was a director of the 
 
          Company;
 
 
     (e)  Defendant Jack L. Messman was a director of the 
 
          Company;
 
 
     (f)  Defendant Larry W. Sonsini was a director of the 
 
          Company;
 
 
     (g)  Defendant Ian R. Wilson was a director of the Company;
 
 
     (h)  Defendant John R. Young was a director of the Company;
 
 
     (i)  Defendant David R. Bradford was Senior Vice President 
 
          and Secretary of the Company: and
 
 
     (j)  DOES D-ONE through D-FIFTY were officers, control 
 
          persons, aiders and abettors of the Defendants liable to 
 
          the Plaintiff for the actions, transactions, conduct and 
 
          practices complained of herein.
 
 
12.  Ernst and Young, LLP ("Ernst & Young"), certified public 
 
accountants, is a limited liability partnership that at all times 
 
relevant herein provided the Company with certain professional 
 
accounting services, including the performance of audits of the 
 
Company's financial statements and furnishing reports thereon, but 
 
upon information and belief acted within the scope of their 
 
engagement, which engagement was intentionally narrowed by 
 
Defendants to prevent adequate disclosure to the Plaintiff in the 
 
financial documents prepared by Ernst & Young.
 
 
Class Action Allegations
 
 
13.  The class on whose behalf this action is brought consists of:
 
 
                                 4
 

 
All persons, other than the Defendants herein, who were holders of 
 
Novell, Inc. common stock at the close of business on February 12, 
 
1996 and entitled to vote at the annual meeting of shareholders 
 
scheduled for April 10, 1996.
 
 
14.  The class is so numerous that joinder of all members is 
 
impracticable since it consists of approximately seventeen 
 
thousands of public stockholders of Novell, Inc., a company that is 
 
listed on the NASDAQ quotation system.
 
 
15.  There are questions of law and fact in this action which arise 
 
out of, among other things, misrepresentations and omissions of 
 
material facts in the Proxy Statement that was used with respect to 
 
the actions, transactions, conduct and practices of Defendants, and 
 
each of them, complained of herein, the breaches of fiduciary duty 
 
by the officers and directors of the Company, and the aiding, 
 
abetting and conspiracy relating thereto by the other Defendants, 
 
which questions are common to all members of the class.  The 
 
questions of law and fact common to the class predominate over any 
 
questions affecting only individual members.  Plaintiff, on 
 
information and belief, alleges that the class action is superior 
 
to other available methods for the fair and efficient adjudication 
 
of the controversy herein.
 
 
16.  The claims of the Plaintiff are typical of the claims of the 
 
class upon whose behalf the Plaintiff has brought suit and 
 
Plaintiff will fairly and adequately protect the interests of the 
 
class.
 
 
Count I.  Exchange Act Section 14(a)
 
 
17.  Plaintiff realleges and incorporates the allegations of 
 
Paragraphs 1 through 16 as if fully set forth herein.
 
 
18.  On or about October 30, 1995, The Company issued a press 
 
release stating that it had "decided to exit the personal product 
 
applications business and [was] in discussions to sell its Business
 
 
                                 5
 

 
Application Division" which included its "award-winning" 
 
PerfectOffice suite, WordPerfect word processing products, Quattro 
 
Pro spreadsheet and other business applications software.  A copy 
 
of the Company's press release is attached hereunder as Exhibit "A" 
 
and incorporated herein by this reference.
 
 
19.  The majority of the assets represented by the Business 
 
Applications Division were assets acquired through a merger between 
 
Novell, Inc. and WordPerfect Corporation in June 1994 where Novell, 
 
Inc. exchanged approximately 51 Million shares of its common stock 
 
and certain stock option rights for all of the issued and 
 
outstanding shares of WordPerfect Corporation; and the purchase of 
 
the Quattro Pro spreadsheet software from Borland International, 
 
Inc. ("Borland") for the sum of approximately $110 million in cash 
 
and the assumption of $10 million in liabilities, and the purchase 
 
of three-year license to reproduce and distribute up to one million
 
copies of current and future versions of Borland's Paradox 
 
relational data base software for the sum of $35 million in cash.  
 
The transaction also resulted in a  one-time write-off of $114 
 
million for purchased research and development.
 
 
20.  In June 1993, the Company had acquired UNIX System 
 
Laboratories, Inc. ("USL") through the issuance of 11 million 
 
shares of Novell, Inc. valued at $322 million, in exchange for all 
 
of the issued and outstanding shares of USL not otherwise owned by 
 
Novell and the assumption of $9 million in debt.  The transaction 
 
also resulted in a one-time $269 million write-off for purchased 
 
research and development.
 
 
21.  On December 26,1995 the Company sold its UnixWare product 
 
line to the Santa Cruz Operation, Inc. ("SCO") for approximately 
 
6.1 million shares, or approximately 17% of the total issued and 
 
outstanding shares of SCO, and a "revenue stream" of up to $84
 
 
                                 6
 

 
million net present value that will terminate in the year 2002.  
 
The Company announced it expected to report a gain on this 
 
transaction in the first quarter of fiscal 1996.
 
 
22.  On or about January 22,1996, the Company filed its Form 10-K 
 
Annual Report with the U.S. Securities and Exchange Commission, a 
 
copy of which is attached hereunder as Exhibit "B" and incorporated 
 
herein by this reference.  
 
 
23.  On January 31, 1996, the Company issued a press release 
 
announcing that a "definitive agreement" had been reached between 
 
Corel Corporation of Ottawa, Canada ("Corel") and the Company 
 
whereby Corel would acquire the PerfectOffice application suite, 
 
WordPerfect word processing applications, Quattro Pro spreadsheet 
 
and related software from Novell in exchange for 9.95 million 
 
shares of Corel and $10.75 million in cash and a minimum license 
 
royalty obligation of $70 million over the next five years.  The 
 
Company announced it expected a "slight one-time extraordinary 
 
gain" in Novell's second fiscal quarter ending April 27,1996.  A
 
copy of said press release is attached hereunder as Exhibit "C" and 
 
incorporated herein by this reference.
 
 
24.  On or about February 16,1996, the Company issued a call for an 
 
annual meeting of shareholders to be held on April 10, 1996, 
 
together with a proxy statement calling for the election of 
 
currently serving directors to another term.  A copy of said notice 
 
and proxy statement mailed to Plaintiff is attached hereunder as 
 
Exhibit "D" and incorporated herein by this reference.
 
 
25.  Several days after the receipt of the notice and proxy 
 
statement, Plaintiff received a copy of the Company's annual 
 
report, which is attached hereunder as Exhibit "E" and incorporated 
 
herein by this reference
 
 
                                 7
 

 
26.  The sale of Company assets to Corel described in paragraph 23 
 
above was completed on or about March 1, 1996, approximately 10 
 
days after the receipt of the notice of annual meeting, proxy 
 
statement and annual report by Plaintiff, and approximately 40 days 
 
prior to the scheduled annual meeting.  Yet, as of the date of this 
 
Complaint, no additional material has been provided to shareholders 
 
to update the proxy material to accurately reflect the effect of 
 
this transaction.
 
 
27.  Page 17 of the proxy statement set forth in Exhibit "D" makes 
 
reference to and incorporates the annual report of Novell, Inc.
 
 
28.  The manner of solicitation of proxies from the Company's 
 
shareholders through the use of the proxy materials and the annual 
 
report, and the presentation and omission of information therein 
 
violated Section 14(a) and Rules 14a-3, 14a-5, and 14a-9 thereunder 
 
in that:
 
 
     a.   The proxy statement, and most particularly the annual 
 
          report, were not mailed to the Company's shareholders 
 
          sufficiently in advance of the shareholder's meeting to 
 
          enable the shareholders to read and understand the 
 
          information presented;
 
 
     b.   The proxy material did not accurately reflect the 
 
          condition of the Company at the time the proxy statement 
 
          was issued, and was not properly updated to reflect 
 
          intervening events that substantially affected the 
 
          material set forth in the proxy statement and the annual 
 
          report; and
 
 
     c.   The proxy did not provide meaningful disclosure and was 
 
          not conducive to informed decision making by the 
 
          Company's shareholders, in that many of the material 
 
          facts were not adequately disclosed or were buried in the 
 
          statements in the annual report so as to make it 
 
 
                                 8
 

 
          difficult for the Plaintiff and the class to become aware 
 
          of those material facts.  Examples of those omitted, 
 
          buried, or misstated material facts include but are not 
 
          limited to the following:
 
 
          (1)  Two days after Novell's fiscal year ended on October 
 
               28, 1995, the Company announced its intent to sell 
 
               its personal productivity applications product line, 
 
               even though the decision had been reached by 
 
               management prior to the end of the fiscal year.  The 
 
               announcement was withheld intentionally for the 
 
               purpose of excluding a detailed discussion of the 
 
               decision in the Company's annual report and audited 
 
               financial statement.  As a result, the sale of such 
 
               product line is treated in general non-specific and 
 
               incomplete terms.
 
 
          (2)  Management explains its decision to sell the 
 
               personal productivity applications product line on 
 
               Page 6 of the Annual Report set forth in Exhibit 
 
               "E", which states in part:
 
               To make Novell a more competitive and profitable 
               company, we announced during the fourth quarter of 
               1995 our intent to exit two lines of business ...
 
               In November, we announced our decision to sell our 
               personal productivity applications business, which 
               declined $122 million to $407 million during 1995.
 
 
               The statement that the product line is being sold 
 
               because of lost revenues is misleading because it 
 
               conveys the impression that the product line was not 
 
               profitable and was losing popularity among its user 
 
               base.  Management failed to disclose that the 
 
               decline in revenues was brought about in large part 
 
               by management's decisions to reduce the product line 
 
               sales force and thus reduce Company's ability to 
 
 
                                 9
 

 
               sell such products, andthe failure of management to 
 
               insure that WordPerfect products were updated to 
 
               keep in step with PC market developments.
 
 
          (3)  The delay in announcing the intent to sell the 
 
               personal productivity applications product line 
 
               resulted in the discussion of such decision as a 
 
               "subsequent event" in the notes to the audited 
 
               financial statement, with only cursory discussion of 
 
               the Company's intent to sell its personal 
 
               productivity applications business found on pages 21 
 
               and 37, a brief but incomplete and misleading 
 
               restatement of the comparative annual revenues of 
 
               the personal productivity applications product line 
 
               on page 22, and an incomplete discussion of 
 
               personnel reductions from the anticipated sale on 
 
               page 24.  Instead of the complete discussion that 
 
               should have been included in the fiscal year 1995 
 
               financial statements, the financial information 
 
               presented therein was incomplete and misleading to 
 
               shareholders who could only rely upon press accounts 
 
               to try and determine the impact of management's 
 
               decision to sell Company product lines upon the 
 
               future financial viability of the Company.  In 
 
               trying to determine the effect of the sale of the 
 
               product line, shareholders found that all financial 
 
               information disseminated to shareholders in the 1995 
 
               10-K and annual report, even for periods prior to 
 
               the merger with WordPerfect, were restated as if the 
 
               WordPerfect merger took place at the beginning of 
 
               such periods.  As such shareholders were given no 
 
               historic information to assist them in analyzing the 
 
               impact of the decision to sell the product lines on 
 
               the Company's financial condition.
 
 
          (4)  Under Item I of Part I of the Form 10-K for 1995, 
 
               the following information is set forth:
 
 
                                10
 

 
               A reason the Company is seeking to sell its personal 
               productivity applications product line is to reduce 
               non-leveraged sales, marketing and customer support 
               expenditures.  Nevertheless the Company will retain 
               the Groupware applications line and may incur 
               relatively higher expenditures than are incurred in 
               the sale of network operating systems.
 
 
               The statement is misleading and incomplete in that 
 
               it fails to provide any meaningful explanation as to 
 
               why non-leveraged sales, marketing and customer 
 
               support expenditures are no longer desirable, nor is 
 
               there any explanation of why that constitutes a good 
 
               reason to sell a product line that yielded $407 
 
               million in revenues for fiscal year 1995, especially 
 
               in light of the company's decision to retail 
 
               GroupWise.  Further, the statement uses jargon, such 
 
               as "non-leveraged sales" that is not readily 
 
               understood by investors.  Novell's use of the phrase 
 
               "leveraged sales," which is a phrase with the 
 
               commonly accepted meaning of sales involving 
 
               financing, is confusing in that Novell appears, if 
 
               one reads all of Novell's press releases for the 
 
               past two years, to be using that phrase to describe 
 
               sales that allow Novell to make additional sales of 
 
               software that complement the first sale.
 
 
          (5)  Management fails to discuss the sale of the 
 
               Company's personal productivity applications product 
 
               line under Item 7 "Management's Discussion and 
 
               Analysis of Financial Condition and Result of 
 
               Operations" of Part 11 of the Form 10-K for 1995 
 
               further than incorporating the brief and incomplete 
 
               statements found on pages 21 through 25 of the 
 
               Annual Report set forth in Exhibit "E".  The 
 
               discussion set forth on pages 21 through 25 fails to 
 
               focus on events and uncertainties, such as the sale 
 
               of the personal productivity applications product 
 
               line and the sale of UnixWare, items that "would 
 
               cause reported financial information not to be 
 
               necessarily indicative of future operating results 
 
 
                                11
 

 
               or of future results or of future financial 
 
               condition" as required by item 303 of Regulation 
 
               S-K.  No disclosure is given to shareholders 
 
               regarding the impact of the sale of these divisions 
 
               on the future revenue, net income, assets, 
 
               liabilities, cash flow, liquidity or capital 
 
               resources.  Nor is there any pro forma restatement 
 
               of historic financial information, without these 
 
               divisions, given to shareholders.  As such, 
 
               shareholders are completely left in the dark on 
 
               assessing the prospective effect of these
 
               sales on the financial health and earning power of 
 
               the Company in the future.  Management appears to 
 
               have intentionally delayed its announcement of the 
 
               sale of the product lines until after the end of the 
 
               fiscal year so that detailed analysis could be 
 
               omitted from the annual report and audited financial 
 
               statements, and has instead provided cursory, 
 
               incomplete, and misleading discussions that prevent 
 
               shareholders from effectively measuring the impact 
 
               of management's decisions, and thus making it 
 
               impossible for shareholders to make informed 
 
               decisions regarding management's proxy solicitation 
 
               for the April 10, 1996 annual meeting.
 
 
          (6)  In spite of the fact that the Company had issued the 
 
               press release set forth in Exhibit "C" only days 
 
               after the close of the first quarter of fiscal 1996, 
 
               apparently to avoid any detailed discussion of the 
 
               transaction in the 10-Q report (Exhibit "G" hereto) 
 
               for the first quarter of fiscal 1996, no mention or 
 
               discussion of this significant development was 
 
               included in the proxy materials, although the proxy 
 
               materials were sent to shareholders more than two 
 
               weeks after the press release announcing Corel's 
 
               purchase.  Shareholders were not able to realize, 
 
               without substantial research on their own, that the 
 
               acquisition of WordPerfect, for stock and cash, in 
 
 
                                12
 

 
               June 1994 was valued at $855 million, while the sale 
 
               of its product line to Corel in early 1996, for 
 
               stock and cash, was valued at only $186 million.  
 
               Yet the 10-Q for the first fiscal quarter of 1996 
 
               makes only brief comments on the transaction, 
 
               stating that The Company expects to report a slight
 
               one-time extraordinary gain in its second quarter of 
 
               fiscal 1996." The comment is misleading, and 
 
               material omissions prevent shareholders from 
 
               evaluating this significant event to determine that 
 
               from a true economic standpoint, Novell actually 
 
               suffered a loss of approximately $670 million, or 
 
               more, from the purchase and sale of the personal 
 
               productivity applications product line, and that the 
 
               "slight one-time extraordinary gain" it expects in 
 
               the second quarter will do little to overcome the 
 
               loss that will most certainly be reflected in the 
 
               second quarter 10-Q to be filed long after the 
 
               scheduled shareholder's meeting.  Even after the 
 
               close of the sale to Corel, management made no 
 
               attempt to update the proxy material sent to 
 
               shareholders less than two weeks earlier, to reflect 
 
               the terms of the sale to allow shareholders to make 
 
               an informed decision in casting their vote or proxy 
 
               at the annual meeting.  Further, upon information 
 
               and belief, the Company has failed to file an 8-K 
 
               report with the Securities and Exchange Commission 
 
               that reflects the completion of the sale to Corel, 
 
               further hampering the efforts of shareholders 
 
               attempting to make an informed decision with regard 
 
               to the proxy solicitation.
 
 
          (7)  Management falls to discuss the apparent decline in 
 
               market share being suffered by Novell's "core" 
 
               business, i.e., networking software.  A Novell press 
 
               release dated June 28, 1995 asserts that Novell's 
 
               share of the world-wide market for networking is 
 
               75%.  A check of Novell's World Wide Web site on 
 
 
                                13
 

 
               March 13,1996 revealed a statement1 by Novell that 
 
               it has only 67% of the market worldwide.  That 
 
               search also revealed an estimate by an independent 
 
               firm, IDC Research, that Novell has only a
 
               62% market share.2 (Exhibit "H" hereto) Those 
 
               statements indicate that in the nine months from 
 
               June 1995 to March 1996, Novell has suffered at 
 
               least an 8% drop in world-wide market share for its 
 
               core business.  Market share information is 
 
               completely absent from any of Novell'sfilings.
 
 
          (8)  Page 3 of Novell's Annual Report (Exhibit "E") 
 
               contains a statement that "sales of NetWare 4 
 
               increased 240 percent over 1994 ... ."  This 
 
               statement is, at least, incomplete and appears to be 
 
               misleading.  NetWare version 4.1 was introduced 
 
               during the fourth quarter of 1994 due to 
 
               disappointing performance, and therefore sales, of 
 
               versions 4.0, 4.01, and 4.02 of NetWare.  By 
 
               comparing information on sales of the now 
 
               discontinued products that were sold during the 
 
               majority of fiscal 1994 with the current product, 
 
               the impression that sales have improved due to 
 
               something other than product changes is created.  
 
               The absence of detailed information prevents 
 
               shareholders from forming their own conclusions on 
 
               this matter.
 
 
          (9)  On February 21, 1996 Novell issued a press release 
 
               announcing its 1st quarter financial results and 
 
               announcing a change in distribution stocking policy 
 
 
___________________
 
1    http://www.novell.com/rollout/wproll2.html
 
2    http://corp.novell.com/strategy/fscorp4.html
 
 
                                14
 

 
               which the press release (Exhibit "I" hereto) stated 
 
               will, "significantly reduce revenue and earnings in 
 
               [the second fiscal quarter.]"  The press release 
 
               further stated:
 
               Changes in distribution stocking policy are 
               forward looking and involve a number of risks 
               and uncertainties.  As such, actual results could 
               materially differ from those we are projecting in 
               these forward looking statements.  Unanticipated 
               declines in revenue due to competitive, market and 
               general economic factors could limit the company's 
               ability to gain the benefit of improved earnings 
               based on historical trends which, should they 
               reverse, would negatively impact growth projections 
               of revenue and earnings.  Further uncertainties are 
               associated with any impact to our distribution 
               channel resulting from this changein distribution 
               stocking policy.  Novell believes this action is in 
               the best interests of its customers, channel 
               partners and shareholders, but implementing this 
               program may result in some short-term business 
               interruption as our partners and customers work 
               through this change.  (Emphasis added.)
 
 
               The extent of the effect of this change is estimated 
 
               as being $225,000,000 in the second quarter.  The 
 
               likely outcome appears to be that Novell's second 
 
               fiscal quarter sales will be reduced by that amount.  
 
               In spite of the magnitude of this likely drop in 
 
               sales, information that would enable shareholders to 
 
               make an informed decision regarding the vote on 
 
               directors and compensation covered by the proxy has 
 
               not been provided by the Company.
 
 
29.  On March 14,1996 and March 20,1996 Plaintiff made two 
 
separate and independent requests of the Company to provide a 
 
list of shareholders for the purpose of soliciting proxies for an 
 
alternative slate of directors, and presenting proxy information 
 
related to the matters complained of herein.  Defendants, by and
 
through Defendant Bradford, intentionally and unreasonably withheld 
 
such information from Plaintiff in willful disregard of Plaintiff's 
 
 
                                15
 

 
lawful requests, for the purpose of preventing the dissemination of 
 
information to other shareholders regarding the acts and omissions 
 
of Defendants complained of herein.
 
 
30.  All of the acts and material omissions of the Defendants 
 
complained of herein, when viewed in their totality, and other 
 
acts which may be discovered by Plaintiff, set forth a pattern of 
 
behavior that clearly shows an intent to manipulate information for 
 
the purpose of misleading and deceiving the shareholders of Novell 
 
in violation of Section 14(a) of the Exchange Act.
 
 
31.  The Defendants knew, or in the exercise of reasonable 
 
discretion and due diligence should have known, that the 
 
representations in the proxy statement and the accompanying proxy 
 
materials were false and misleading and/or omitted to state 
 
material facts necessary in order to make the statements made not 
 
misleading, in light of the circumstances under which they were 
 
made, and that the Proxy and manner of solicitation of proxies did 
 
not comply with Section 14(a) and the rules and regulations 
 
thereunder.
 
 
32.  Defendants engaged in the conduct described in this First 
 
Count with the intent to deceive, manipulate or defraud, or engaged 
 
in the conduct with reckless disregard for the consequences of that 
 
conduct to Plaintiff and the class, or were negligent in engaging 
 
in such conduct.
 
 
33.  Plaintiff and the class were not adequately informed of the 
 
falsity of the representations and the untrue statements or of the 
 
omissions of material facts and, in determining whether to vote 
 
their Novell shares regarding the proposed slate of directors, or 
 
proxy their votes as requested by the Company, relied upon the 
 
proxy statement and accompanying proxy material to contain true and 
 
accurate representations and statements, and not to omit any 
 
material facts.
 
 
                                16
 

 
34.  The false and misleading statements and omissions are material 
 
to the determination by the Novell shareholders as to whether to 
 
vote their shares in favor of the proposed directors at the annual 
 
meeting.  As a result of the use of the proxy statement and the 
 
accompanying proxy materials and the intentional refusal by 
 
Defendants to provide shareholder fists to Plaintiff to facilitate 
 
the dissemination of alternative proxy material to the Company's 
 
shareholders, the largest blocks of institutional shareholders have 
 
voted their proxies which, upon information and belief, will be 
 
cast in favor of Defendants' proxy solicitation, effecting the 
 
re-election of the current board of directors at the annual meeting 
 
scheduled for April 10, 1996 to the damage of the Plaintiff and the 
 
class.
 
 
35.  By reason of the acts and omissions of the Defendants 
 
complained of herein, the Plaintiff and the class are entitled to 
 
recover damages from the Defendants, and/or receive injunctive 
 
relief from the Court nullifying the annual meeting scheduled for 
 
April 10, 1996.  Although the precise amount of damages that 
 
Plaintiff and the class are entitled to recover is not yet 
 
ascertainable, and Plaintiff will seek leave to amend further this 
 
Complaint when the same have been ascertained, Plaintiff believes 
 
the damages, exclusive of interest, to be at least $100,000,000 in 
 
the aggregate.
 
 
Count II - Securities Act Section 11(a)
 
 
36.  Plaintiff realleges and incorporates the allegations of 
 
Paragraphs 1 through 35 as if fully set forth herein.
 
 
37.  The misrepresentations and omissions and the misleading 
 
disclosures described in Plaintiff's First Count herein were all 
 
made in violation of Section 11(a) of the Securities Act.
 
 
                                17
 

 
 
38.  As a result of the violations of law described herein, 
 
Defendants are liable to Plaintiff and the class for damages as set 
 
forth in Section 11(e) of the Securities Act.
 
 
Count III - Securities Act Section 17(a)
 
 
39.  Plaintiff realleges and incorporates the allegations of 
 
Paragraphs 1 through 38 as if fully set forth herein.
 
 
40.  The misrepresentations and omissions and the misleading 
 
disclosures described herein were all made in violation of Section 
 
17(a) of the Securities Act.
 
 
41.  The actions of Defendants described herein constitute a 
 
device, scheme or artifice to defraud the Plaintiff and the class, 
 
or a transaction, practice or course of business which operated, or 
 
would operate as a fraud or deceit upon the Plaintiff and the 
 
class, in violation of Section 17(a) of the Securities Act.
 
 
42.  Defendants engaged in the conduct described herein with the 
 
intent to deceive, manipulate or defraud or engaged in such conduct 
 
with reckless disregard for the consequences of that conduct to 
 
Plaintiff and the class or were negligent in engaging in such 
 
conduct.
 
 
43.  As a result of the violations of law described herein, 
 
Defendants are liable to Plaintiff and the class for damages as 
 
alleged in Paragraph 35 and for the consideration paid for all 
 
shares of Novell common stock purchased as a result of reliance 
 
upon the misrepresentations and omissions of the Defendants 
 
complained of herein, with interest thereon, less the amount of any 
 
income received.
 
 
Count IV - Exchange Act Section 10, Rule 10b-5
 
 
44.  Plaintiff realleges and incorporates the allegations of 
 
Paragraphs 1 through 43 as if fully set forth herein.
 
 
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45.  The misrepresentations and omissions and the misleading 
 
disclosures described herein were all made in violation of Section 
 
10 of the Exchange Act and Rule 10b-5 thereunder.
 
 
46.  The actions of the Defendants described herein constitute a 
 
device, scheme or artifice to defraud the Plaintiff and the class, 
 
or a transaction, practice or course of business which operated, or 
 
would operate as a fraud or deceit upon the Plaintiff and the 
 
class, in violation of Section 10 of the Exchange Act and Rule 
 
10b-5 thereunder.
 
 
47.  Defendants engaged in the conduct described herein with the 
 
intent to deceive, manipulate or defraud or engaged in such conduct 
 
with reckless disregard for the consequences of that conduct to 
 
Plaintiff and the class.
 
 
48.  As a result of the violations of law described herein, 
 
Defendants are liable to the Plaintiff and the class for damages as 
 
alleged in paragraph 43.
 
 
Count V.  Violation of Utah Corporation Law (U.C.A. 
 16-10a-720, et seq.)
 
 
49.  Plaintiff hereby realleges and incorporates by reference each 
 
of the allegations made above.
 
 
50.  On or about March 14, 1996, Plaintiff Bondiett, through his 
 
attorneys, communicated a series of five written demands to 
 
Defendant Novell, Inc. for examination and copying of the 
 
stockholder's list of the corporation and a demand for examination 
 
and copying of the bylaws of the corporation. (Exhibit "J" hereto.)
 
 
51.  On or about March 18, 1996, Defendant Novell refused 
 
Bondiett's request.  (Exhibit "K" hereto.)
 
 
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52.  On or about March 20, 1996, Plaintiff Bondiett, through his 
 
attorneys, communicated a second series of six written demands to 
 
Defendant Novell, Inc. and each of the individual Defendants for 
 
examination and copying of the stockholder's list of the 
 
corporation and a second demand for examination and copying of the
 
bylaws of the corporation. (Exhibit "L" hereto.)
 
 
53.  On or about March 22, 1996, Defendants, through counsel, 
 
refused Bondiett's requests a second time.  That denial was couched 
 
in terms that made it clear that Defendants would never voluntarily 
 
release the requested documents. (Exhibit "M" hereto.)
 
 
54.  The demands above were made pursuant to and in accordance 
 
with Utah Code Annotated  16-10a-720, et seq.
 
 
55.  Defendants' denial of those requests is in violation of those 
 
statutes.  That denial was intentional on the part of Defendants.
 
56.  As a direct an proximate result of Defendants' wrongful acts, 
 
Plaintiff and the class have been damaged as alleged above and are 
 
entitled to an award of costs and attorneys' fees as provided by 
 
statute.
 
 
Count VI.  Violation of Utah Criminal Code - False Reports
(U.C.A.  76-10-707)
 
 
57.  Plaintiff hereby realleges and incorporates by reference each 
 
of the allegations made above.
 
 
58.  Utah Code Annotated  76-10-707.  "False reports" provides:
 
     Every director, officer, or agent of any corporation or joint 
     stock association who knowingly makes or concurs in making or 
     publishing any written report, exhibit, or statement of its 
 
 
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     affairs or pecuniary condition, containing any material 
     statement which is false is guilty of a class B misdemeanor.
 
 
59.  On or about January 22, 1996, Defendants caused to be 
 
published an annual report to shareholders.  That annual report 
 
contains false statements, as alleged above.
 
 
60.  On or about February 16,1996, Defendants caused to be 
 
published a proxy statement to shareholders.  That statement 
 
contains false statements, as alleged above.
 
 
61.  Plaintiff and the class, as shareholders, are the class of 
 
persons intended to be protected and benefited by this criminal 
 
statute.
 
 
62.  As a direct an proximate result of Defendants' wrongful acts, 
 
Plaintiff and the class have been damaged as alleged above.
 
 
Count VII.  Violation of Utah Criminal Code - Refusing 
Inspection of Books (U.C.A.  76-10-708)
 
 
63.  Plaintiff hereby realleges and incorporates by reference each 
 
of the allegations made above.
 
 
64.  Utah Code Annotated  76-10-708.  "Refusing inspection of 
 
books" provides:
 
     Every officer or agent of any corporation having or keeping an 
     office within this state, who has in his custody or control 
     the books of such corporation, and who refuses to give to a 
     bona fide stockholder of record or member of the corporation, 
     lawfully demanding during office hours, the right to inspect 
     or take a copy of it or of any part thereof, is guilty of a
     class B misdemeanor.
 
 
65.  Defendants' denial of Bondiett's request is in violation of 
 
that statute.  That denial was intentional on the part of 
 
Defendants.
 
 
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66.  Plaintiff and the class, as shareholders, are the class of 
 
persons intended to be protected and benefited by this criminal 
 
statute.
 
 
67.  As a direct an proximate result of Defendants' wrongful acts, 
 
Plaintiff and the class have been damaged as alleged above.
 
 
Count VIII.  Violation of Delaware Corporation Law
(Title 8 D.C.A.  219, et seq.)
 
 
68.  Plaintiff hereby realleges and incorporates by reference each 
 
of the allegations made above.
 
 
69.  The demands made on March 20,1996 were made pursuant to and 
 
in accordance with Title 8 Delaware Code Annotated  219, and 220.  
 
(Exhibit "L".)
 
 
70.  Defendants' denial of those requests is in violation of those 
 
statutes.  That denial was intentional on the part of Defendants.
 
 
71.  As a direct an proximate result of Defendants' wrongful acts, 
 
Plaintiff and the class have been damaged as alleged above.
 
 
WHEREFORE, Plaintiff demands judgment against Defendants as 
 
follows:
 
 
1.   For a temporary restraining order requiring Novell, Inc. to 
 
honor Bondiett's demands for inspection and copying of records 
 
together with costs and attorneys' fees as provided by statute;
 
 
2.   For a temporary restraining order preventing Novell, Inc. 
 
from holding a shareholder meeting on April 10, 1996;
 
 
3.   For a preliminary injunction requiring Novell, Inc. to honor 
 
such Bondiett's demands for inspection and copying of records;
 
 
                                22
 

 
4.   For a preliminary injunction requiring Novell, Inc. to 
 
include proxy and informational materials to be supplied by 
 
Plaintiff Bondiett in Novell, Inc.'s next proxy solicitation or 
 
mailing to shareholders;
 
 
5.   For a permanent injunction, pursuant to Title 8, Delaware 
 
Code Annotated  219(b), disqualifying each individual Defendant 
 
from serving on the Board of Directors of Novell, Inc.;
 
 
6.   For a permanent injunction invalidating and voiding the 
 
shareholder meeting of April 10, 1996;
 
 
7.   For attorneys' fees and costs incurred by Plaintiff in 
 
bringing and prosecuting this action; 
 
 
8.   For damages in the amounts proven at trial as to all counts; 
 
and
 
 
9.   For such other and further relief as is deemed proper by the 
 
Court under the circumstances.
 
 
 
                /s/
___________________________________
Denver C. Snuffer, Jr.
Timothy Miguel Willardson
Counsel for Plaintiff Mark Bondiett
 
Plaintiff's Address:  Mark Bondiett
                      10578 South 700 East
                      Sandy, UT 84070
 
 
 
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