Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 12, 2009, the Board of Directors of Novell, Inc. (the "Corporation") approved amended and restated By-laws (the "Amended By-laws") of the Corporation. The Amended By-laws were adopted to revise certain provisions in light of changes to state law and current and anticipated developments in corporate governance practice and federal regulation. The Amended By-laws are attached hereto as Exhibit 3.2 and are incorporated by reference herein. The Amended By-laws, among other things:

º permit the Board of Directors of the Corporation to separate the record date for determining the stockholders entitled to notice of a meeting of stockholders from the record date for determining the stockholders entitled to vote at the meeting, as allowed under the Delaware General Corporation Law;

º extend the timeframe during which the Corporation's Secretary must call a special meeting, formerly ten to sixty days following receipt of the written request required by the Amended By-laws, to ten to ninety days following receipt of such written request; and

º adopt procedures relating to submissions of nominations for election of directors to accommodate requirements under the proxy access rules proposed by the U.S. Securities and Exchange Commission.

The foregoing is qualified in its entirety by reference to the text of the Amended By-laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
3.2 By-laws of Novell, Inc., as amended and restated

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