<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2000
-----------------------
Caldera Systems, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
77-0059951
--------------------------------------------------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
240 West Center Street, Orem, Utah 84057
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(801) 765-4999
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE> 2
Item 5. Acquisition or Disposition of Assets
On August 1, 2000, Caldera Systems, Inc. ("Caldera"), Cyclone,
Inc. ("Newco"), and The Santa Cruz Operation, Inc. ("SCO")
entered into an Agreement and Plan of Reorganization (the
"Acquisition Agreement"). As a result of the acquisition (the
"Acquisition"), SCO will receive a 28% interest of Caldera,
Inc., which is estimated to be an aggregate of approximately
17.54 million shares of Caldera stock (including approximately
2 million shares reserved for employee options assumed by
Caldera for options currently held by SCO employees joining
Caldera), and $7 million in cash. In conjunction with the
Acquisition, The Canopy Group, Inc., a major stockholder of
Caldera, has agreed to loan $18 million to SCO.
A copy of Caldera's and SCO's joint press release is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference.
In addition, certain stockholders of SCO and certain
stockholders of Caldera have entered into Voting Agreements to
vote in favor of the Acquisition and against certain other
matters (the "Voting Agreements").
The Acquisition is intended to constitute a reorganization
under Section 351 of the Internal Revenue Code of 1986, as
amended, and to be accounted for as a purchase transaction.
Consummation of the Acquisition is subject to various
conditions, including, among other things, receipt of the
necessary approvals of the stockholders of Caldera,
stockholders of SCO and certain regulatory bodies.
The foregoing description of the Acquisition Agreement and the
transactions contemplated thereby do not purport to be
complete and are qualified in their entirety by reference to
the Acquisition Agreement and the Voting Agreements, copies of
which will be filed with the Securities and Exchange
Commission at a later date in an appropriate filing.
All stockholders should read the joint proxy
statement/prospectus concerning the Merger that will be filed
with the SEC and mailed to stockholders. The joint proxy
statement/prospectus will contain important information that
stockholders should consider before making any decision
regarding the Acquisition. You will be able to obtain the
joint proxy statement/prospectus, as well as other filings
containing information about Caldera and SCO, without charge,
at the SEC's Internet site (http://www.sec.gov). Copies of the
joint proxy statement/prospectus and the SEC filings that will
be incorporated by reference in the joint proxy
statement/prospectus will also be available, without charge,
by contacting the Secretary of the appropriate company.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Caldera and certain other persons named below may be deemed to
be participants in the solicitation of proxies of Caldera
stockholders to adopt and approve the Acquisition Agreement,
to approve the Acquisition and to approve the issuance of
<PAGE> 3
Newco Common Stock. The participants in this solicitation may
include the directors of Caldera (Ransom H. Love, Ralph J.
Yarro III, Dale R. Boyd, John R. Egan, Edward E. Iacobucci,
Raymond J. Noorda, Thomas P. Raimondi, Jr. and Steve
Cakebread) and the officers of Caldera (Ransom H. Love, Chief
Executive Officer and President, Alan J. Hansen, Chief
Financial Officer, Drew A. Spencer, Chief Technology Officer,
Richard C. Rife, Vice President and General Counsel, Royce D.
Bybee, Senior Vice President of Sales and Marketing, Benoy
Tamang, Vice President of Business Development, R. Dean
Taylor, Vice President of Marketing, Darren Davis, Vice
President of Engineering, John Thomas, Vice President of
Support Services and Walter D. Hammond, Vice President of
Operations and Information Systems. The aforementioned
directors and officers of Caldera, as a group, may be deemed
to beneficially own approximately 89.1% of Caldera's
outstanding common stock or securities convertible into common
stock.
Item 7. Financial Statements Pro Forma Financial Information and
Exhibits
(c) Exhibits
99.1 Press release dated August 2, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Caldera Systems, Inc.
------------------------------------------
(Registrant)
By: /s/ ALAN J. HANSEN
-----------------------------------
Name: Alan J. Hansen
Title: Chief Financial Officer
Dated: August 2, 2000
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release dated August 2, 2000.
