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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): September 16, 2000
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Caldera Systems, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-29911 87-0617393
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(Commission File Number) (I.R.S. Employer Identification No.)
240 West Center Street, Orem, Utah 84057
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(Address of Principal Executive Offices) (Zip Code)
(801) 765-4999
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(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets
On September 16, 2000, Caldera Systems Inc. ("Caldera") sold to Ebiz
Enterprises, Inc. ("Ebiz") the rights, title and interest in and to all
of the intellectual property and assets comprising Caldera's Electronic
Linux Marketplace line of business (the "ELM Business"). The
consideration paid by Ebiz for the ELM Business includes:
(a) 1,000,000 shares of Ebiz common stock, which were delivered to
Caldera at the closing of the sale; and
(b) Up to 4,000,000 additional shares of Ebiz common stock,
depending upon the amount of gross revenue generated by the
ELM Business. If any additional Ebiz shares become issuable to
Caldera, they would likely be issued during the second quarter
of 2002.
In connection with the sale of the ELM Business, Caldera purchased
3,000,000 shares of Ebiz common stock for $1.00 per share. The proceeds
of the $3,000,000 purchase price are to be used by Ebiz solely for the
purpose of developing and implementing the ELM Business. Caldera has
also agreed to assist Ebiz in hiring up to 11 of Caldera employees
which have been engaged in the development of the ELM concept,
including Dean Taylor, Caldera's current vice president of marketing.
Ransom H. Love, Caldera's President and Chief Executive Officer, will
also assume a position on the Ebiz board of directors.
Immediately after the closing of the transaction, Caldera will own
approximately 31.4 percent of the outstanding common shares of Ebiz.
Accordingly, Caldera anticipates that it will account for its
investment in Ebiz using the equity method of accounting which will
require Caldera to include it's portion of Ebiz's net income or net
loss in Caldera's consolidated statement of operations.
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.
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(Registrant)
By: /s/ Alan J. Hansen
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Name: Alan J. Hansen
Title: Chief Financial Officer
Date: September 29, 2000
