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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Caldera Systems, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 87-0617393
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
240 West Center Street, Orem, UT 84057
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-94351.
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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<S> <C>
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class
to be Registered
Common Stock, par value $.001 per share
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, par value $.001 per share, of the
Registrant under the caption "Description of Capital Stock" contained in
the Registrant's Registration Statement on Form S-1 (File No.
333-94351), as filed with the Securities and Exchange Commission on
January 10, 2000, as amended from time to time, is hereby incorporated
by reference.
ITEM 2. EXHIBITS.
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<CAPTION>
Number Description
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<S> <C>
1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-94351)).
3.1 Certificate of Incorporation (incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94351)).
3.2 Form of Amended and Restated Certificate of Incorporation to be in
effect upon the closing of this offering (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (File No. 333-94351)).
3.3 Bylaws (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1 (File No.
333-94351)).
3.4 Form of Amended and Restated Bylaws to be in effect upon the
closing of this offering (incorporated by reference to Exhibit 3.4
to the Registrant's Registration Statement on Form S-1 (File No.
333-94351)).
4.1 Specimen Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-94351)).
5.1 Opinion Of Brobeck, Phleger & Harrison LLP (incorporated by
reference to Exhibit 5.1 to the Registrant's Registration Statement
on Form S-1 (File No. 333-94351)).
10.1 Conversion Agreement, dated December 30, 1999, between the
Registrant, The Canopy Group, Inc. and MTI Technology Corporation
(incorporated by reference to Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-94351)).
10.2 Form of Series B Preferred Stock Purchase Agreement between the
Registrant and the Series B investors (incorporated by reference to
Exhibit 10.2 to the Registrant's Registration Statement on Form S-1
(File No. 333-94351)).
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<TABLE>
<S> <C>
10.3 1998 Stock Option Plan (incorporated by reference to Exhibit 10.3
to the Registrant's Registration Statement on Form S-1 (File No.
333-94351)).
10.4 1999 Omnibus Stock Incentive Plan (incorporated by reference to
Exhibit 10.4 to the Registrant's Registration Statement on Form S-1
(File No. 333-94351)).
10.5 2000 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.5 to the Registrant's Registration Statement on Form S-1
(File No. 333-94351)).
10.6 Secured Convertible Promissory Note, dated September 1, 1998, by
the Registrant in favor of The Canopy Group, Inc. (incorporated by
reference to Exhibit 10.6 to the Registrant's Registration
Statement on Form S-1 (File No. 333-94351)).
10.7 Security Agreement, dated September 1, 1998, between the Registrant
and The Canopy Group, Inc. (incorporated by reference to Exhibit
10.7 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94351)).
10.8 Asset Purchase and Sale Agreement, dated September 1, 1998, between
Caldera, Inc. and the Registrant (incorporated by reference to
Exhibit 10.8 to the Registrant's Registration Statement on Form S-1
(File No. 333-94351)).
10.9 Amended and Restated Asset Purchase Agreement, dated as of
September 1, 1998, between Caldera, Inc. and the Registrant
(incorporated by reference to Exhibit 10.9 to the Registrant's
Registration Statement on Form S-1 (File No. 333-94351)).
10.10 Stock Purchase Agreement, dated July 27, 1999, by and among the
Registrant, The Canopy Group, Inc. and MTI Technology Corporation
(incorporated by reference to Exhibit 10.10 to the Registrant's
Registration Statement on Form S-1 (File No. 333-94351)).
10.11 Stock Purchase Agreement, dated January 6, 2000, between the
Registrant and Lineo, Inc. (incorporated by reference to Exhibit
10.11 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94351)).
10.12 Form of Second Amended and Restated Investors Rights Agreement by
and among the Registrant and the holders of the Series A and Series
B convertible preferred stock (incorporated by reference to Exhibit
10.12 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94351)).
10.13 Form of Indemnification Agreement by and between the Registrant and
its outside directors (Incorporated by reference to Exhibit 10.13
to the Registrant's Registration Statement on Form S-1 (File No.
333-94351)).
10.14 GNU General Public License (incorporated by reference to Exhibit
10.14 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94351)).
10.15 Computer Software Distribution Agreement, dated December 14, 1998,
between the Registrant and Navarre Corporation (incorporated by
reference to Exhibit 10.15 to the Registrant's Registration
Statement on Form S-1 (File No. 333-94351)).
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<TABLE>
<S> <C>
10.16 OEM Reciprocal License Agreement, dated January 6, 2000, between
the Registrant and Evergreen Internet, Inc. (incorporated by
reference to Exhibit 10.16 to the Registrant's Registration
Statement on Form S-1 (File No. 333-94351)).
10.17 Sun Community Source License version 2.3 dated January 7, 2000,
between the Registrant and Sun Microsystems, Inc. (incorporated by
reference to Exhibit 10.17 to the Registrant's Registration
Statement on Form S-1 (File No. 333-94351)).
10.18 Sun Community Source License version 2.7, dated January 7, 2000,
between the Registrant and Sun Microsystems, Inc. (incorporated by
reference to Exhibit 10.18 to the Registrant's Registration
Statement on Form S-1 (File No. 333-94351)).
10.19 Lease Agreement, dated September 1, 1998, between the Registrant
and Caldera, Inc. (incorporated by reference to Exhibit 10.19 to
the Registrant's Registration Statement on Form S-1 (File No.
333-94351)).
10.20 Assignment and Extension of Lease, dated October 6, 1999, between
the Registrant and Voxel, Inc. (incorporated by reference to
Exhibit 10.20 to the Registrant's Registration Statement on Form
S-1 (File No. 333-94351)).
10.21 Form of Voting Agreement between the Registrant and the holders of
the Series A and Series B convertible preferred stock (incorporated
by reference to Exhibit 10.21 to the Registrant's Registration
Statement on Form S-1 (File No. 333-94351)).
10.22 Secured Promissory Note, dated December 29, 1999, by the Registrant
in favor of The Canopy Group (incorporated by reference to Exhibit
10.22 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94351)).
10.23 Assignment of Lease, dated January 21, 2000, between the Registrant
and Nextpage L.C. (incorporated by reference to Exhibit 10.23 to
the Registrant's Registration Statement on Form S-1 (File No.
333-94351)).
10.24 Form of Delaware Indemnification Agreement between the Registrant
and its outside directors (incorporated by reference to Exhibit
10.24 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94351)).
23.1 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (See Signature Page on Page II-5).
27 Financial Data Schedule (incorporated by reference to Exhibit 27.1
to the Registrant's Registration Statement on Form S-1 (File No.
333-94351)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Caldera Systems, Inc.
(Registrant)
Date: March 10, 2000 By:/s/ Ransom H. Love
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Ransom H. Love
President and Chief Executive
Officer
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