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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): August 1, 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)
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 5. Reorganization or Disposition of Assets
On August 1, 2000, Caldera Systems, Inc. ("Caldera"), Caldera Holding,
Inc. ("New Caldera"), and The Santa Cruz Operation, Inc. ("SCO")
entered into an Agreement and Plan of Reorganization (the
"Reorganization Agreement"). As a result of the transactions proposed
by the Reorganization Agreement (the "Reorganization"), (i) a newly
formed, wholly owned subsidiary of New Caldera will be merged with and
into Caldera, with Caldera being the surviving corporation, and all
outstanding Caldera securities will be converted, on a share for share
basis, into New Caldera securities having identical rights, preferences
and privileges, with New Caldera assuming any and all outstanding
options and other rights to purchase shares of capital stock of Caldera
(with all such New Caldera securities issued to former Caldera security
holders initially representing 72% in New Caldera); (ii) SCO and
certain of its subsidiaries will contribute to New Caldera, all of the
capital stock held of certain contributed companies and certain assets
in consideration for the issuance by New Caldera to SCO of shares of
common stock of New Caldera, $0.001 par value ("New Caldera Common
Stock") (the "Acquisition"); (iii) New Caldera will assume all options
to acquire common stock of Issuer held by employees (other than David
McCrabb, Jack Moyer and Jim Wilt) hired or retained by Caldera and such
options will be converted into options to purchase New Caldera Common
Stock as set forth herein (the "New Caldera Options"); and (iv) SCO
will receive shares of New Caldera Common Stock (including shares
reserved for New Caldera Options) representing in the aggregate a fully
diluted equity interest in New Caldera equal to 28% of New Caldera and
$7,000,000 in cash. In conjunction with the Reorganization Agreement,
The Canopy Group, Inc., a major stockholder of Caldera has agreed to
loan $18 million to SCO and Caldera has agreed to loan $7 million to
SCO. Each of these loans will be secured by the assets of SCO.
In addition, certain shareholders of SCO and certain stockholders of
Caldera have entered into Voting Agreements to vote in favor of the
Reorganization and against certain other matters (the "Voting
Agreements").
The Reorganization 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
Reorganization is subject to various conditions, including, among other
things, receipt of the necessary approvals of the stockholders of
Caldera, shareholders of SCO and certain regulatory bodies.
The foregoing description of the Reorganization Agreement and the
transactions contemplated thereby do not purport to be complete and are
qualified in their entirety by reference to the Reorganization
Agreement and the Voting Agreements, forms of which are filed herewith
as Exhibits 99.1-99.3.
It is expected that Caldera will file a Registration Statement on Form
S-4 and Caldera and SCO will file a Joint Proxy Statement/Prospectus
with the SEC in connection with the Reorganization, and that Caldera
and SCO will mail a Joint
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Proxy Statement/Prospectus to stockholders of Caldera and shareholders
of SCO containing information about the Reorganization. Investors and
security holders are urged to read the Registration Statement and the
Joint Proxy Statement/Prospectus carefully when they are available. The
Registration Statement and the Joint Proxy Statement/Prospectus will
contain important information about Caldera, SCO, the Reorganization,
the persons soliciting proxies relating to the Reorganization, their
interests in the Reorganization, and related matters. Investors and
security holders will be able to obtain free copies of these documents
through the website maintained by the SEC at http://www.sec.gov. Free
copies of the Joint Proxy Statement/Prospectus and these other
documents may also be obtained from Caldera by directing a request
through the Investors Relations portion of Caldera's Web site at
http://www.caldera.com or by mail to Caldera Systems, Inc., 240 West
Center Street, Orem, Utah 84057, attention: Investor Relations,
telephone (801) 765-4999.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Caldera and SCO file annual, quarterly and
special reports, proxy statements and other information with the SEC.
You may read and copy any reports, statements or other information
filed by Caldera or SCO at the SEC public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at any of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms.
Caldera, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Caldera
stockholders in favor of the Reorganization and the issuance of common
stock in connection with the Reorganization. Information concerning the
participants in the solicitation is set forth in a Current report on
Form 8-K filed by Caldera on August 2, 2000.
Item 7. Financial Statements Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Form of Agreement and Plan of Reorganization by
and among Caldera Systems, Inc., Caldera
Holdings, Inc., and The Santa Cruz Operations,
Inc., dated August 1, 2000.
99.2 Form of Voting Agreement by and among Caldera
Systems, Inc. and certain stockholders of The
Santa Cruz Operations, Inc., dated August 1,
2000.
99.3 Form of Voting Agreement by and among The Santa
Cruz Operations, Inc. and certain stockholders
of Caldera Systems, Inc., dated August 1, 2000
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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
Dated: August 16, 2000
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Form of Agreement and Plan of Reorganization by
and among Caldera Systems, Inc., Caldera
Holdings, Inc., and The Santa Cruz Operations,
Inc., dated August 1, 2000.
99.2 Form of Voting Agreement by and among Caldera
Systems, Inc. and certain stockholders of The
Santa Cruz Operations, Inc., dated August 1,
2000.
99.3 Form of Voting Agreement by and among The Santa
Cruz Operations, Inc. and certain stockholders
of Caldera Systems, Inc., dated August 1, 2000
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