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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: Oct 31, 1994
Estimated average burden
hours per response 14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
The Santa Cruz Operation, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
801833104
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(CUSIP Number)
John Luhtala, Chief Financial Officer
Santa Cruz Operation, Inc., 400 Encinal Street, Santa Cruz, CA 95061
(831) 425-7222
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13-d-1(b)(3) or (4), check the
following box _.
Check the following box if a fee is being paid with the statement _. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities descried in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class). (See rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be filed for the purpose of Section 18 of the Securities
Exchange of 1934 ( Act ) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions to the
Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 801833104 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON Novell, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVER PERSON 87-0393339
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) ___
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3 SEC USE ONLY
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4 SOURCE OF FUNDS 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ___
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7 SOLE VOTING POWER 1,663,750
BENEFICIALLY ---------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 1,663,750
WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,663,750
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN THE ROW (11)
EXCLUDES CERTAIN SHARES* ___
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.84 %
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14 TYPE OF REPORTING PERSON* CO
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(2 OF 4)
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*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-17 INCLUDING
EHXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock, no par value, of the Santa
Cruz Operations, Inc. a California corporation ( SCO ). The principal
executive offices of SCO are located at 400 Encinal Street, Santa Cruz,
California 95061, Telephone (831) 425-7222.
Item 2. Identity and Background.
This Schedule 13D is filed by Novell, Inc., a Delaware corporation, whose
corporate address is 122 East 1700 South, Provo, Utah 84606. Novell is the
leading network software provider worldwide.
Item 3. Source and Amount of Funds or Other Consideration.
Novell, Inc. acquired 6,127,500 shares of Common Stock, no par value per
share (the Shares ) of SCO in exchange for certain assets associated with
a line of software products known as Unix and UnixWare.
Item 4. Purpose of Transaction.
Novell acquired the Share in connection with its sale (the Sale ) to SCO
of a line of software products known as Unix and UnixWare. Concurrently
with the consummation of the Sale, a nominee of Novell was
appointed to the Board of Directors of SCO. (With this exception, Novell
has no plans or proposals which would relate to or would result in any of the
items listed in Item 4.)
On May 6, 7, 10, 11, and 12 Novell sold 30,000, 370,000, 542,500, 22,500,
and 3,000 shares respectively were sold at an average price per day, per
share of $6.1875, $6.00, $6.1284, $6.2483, $6.0625, and $6.00. On May
7, 1999 Novell sold 100,000 shares back to the issuer in a private transaction
for $6.1875 per share.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, Novell beneficially owns
1,663,750 shares of SCO Common Stock or approximately 4.84 percent of the
issued and outstanding shares of SCO s Common Stock.
(b) Novell has sole power to vote and dispose of 1,663,750 shares of SCO
Common Stock held of record in the corporation s name.
(c) Other than as described above in response to Item 4 hereof, there
were no SCO Common Stock transactions effected by Novell during the 60-day
period preceding the date set forth on the cover except for the 100,000
shares that were sold during April as reported in the 13D dated May 10.
(d) Not applicable.
(e) As of May 11, 1999 Novell ceased to be a beneficial owner of more
than five percent of the class of securities.
(3 of 4)
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As noted under Item 4 above, concurrently with the consummation of the
Sale, a nominee of Novell has appointed to the Board of Directors of SCO.
As of February 23, 1999, Novell has declined this entitlement and does not
have a representative on the Board of Directors.
Item 7. Material to Be Filed as Exhibits.
None
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 14, 1999
/s/ Betty DePaola
Novell, Inc.
Betty DePaola, Assitant Corporate Secretary
(4 of 4)
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