SANTA CRUZ OPERATION INC
8-K, 1998-11-16
PREPACKAGED SOFTWARE
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<PAGE>
 
                     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)

                              OCTOBER 26, 1998


                       THE SANTA CRUZ OPERATION, INC.           
          --------------------------------------------------------
           (Exact Name of Registrant as Specified in its charter)


 

       CALIFORNIA                     0-21484                  94-2539086  
- -------------------------           -----------            --------------------
(State or other jurisdiction    (Commission File No.)         (IRS Employer
of incorporation)                                         Identification Number)


                             400 ENCINAL STREET
                                P.O. BOX 1900
                            SANTA CRUZ, CA 95061
                            --------------------
                  (Address of Principal Executive Offices)



                               (831) 425-7222
                               --------------
            (Registrant's Telephone Number, Including Area Code)
<PAGE>
 
ITEM 5.        OTHER EVENTS.

On October 26, 1998, The Santa Cruz Operation, Inc., a California corporation
(the "Company"), and International Business Machines Corporation, a New York
corporation ("IBM"), entered into a Joint Development Agreement (the
"Agreement") which provides for the licensing to IBM of certain operating system
technology, the licensing from IBM of certain operating system technology and
the cooperation between the parties for the development of a UNIX operating
system designed to operate on the 64-bit Intel architecture ("IA-64").  The full
text of the press releases announcing the Agreement are set forth in Exhibits
99.1 and 99.2 attached hereto and are incorporated in this report as if fully
set forth herein.


ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS.

(c)    EXHIBITS
 
99.1   Press Release dated October 26, 1998
 
99.2   Press Release dated October 26, 1998


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.


                               THE SANTA CRUZ OPERATION, INC.


                               By: /s/ Steven M. Sabbath
                                   ---------------------------
                                    Steven M. Sabbath
                                    Senior Vice President,
                                    Law & Corporate Affairs

Date:  November 11, 1998

                                      -2-

<PAGE>
PRESS CONTACT:                                                      EXHIBIT 99.1
Monika Laud, SCO
Tel: 831-427-7421
Fax: 831-427-5418
[email protected]


SCO AND IBM FORM BROAD STRATEGIC ALLIANCE


SCO'S UNIXWARE 7 BECOMES KEY MEMBER OF IBM'S NEW UNIX PRODUCT LINE; ISVS AND
CUSTOMERS TO BENEFIT FROM SINGLE INDUSTRY-STANDARD UNIX PLATFORM THAT SPANS
ENTIRE ENTERPRISE ENVIRONMENT

SANTA CRUZ, CA (OCTOBER 26, 1998) - SCO (NASDAQ:SCOC) today announced that it
has entered into a strategic business agreement with IBM (NYSE:IBM). SCO and
IBM, in collaboration with Intel and other key partners, will aggressively
accelerate worldwide growth of Intel processor-based UNIX servers for the
enterprise, and will deliver a single UNIX product line for today's Intel IA-32
systems and future IA-64 systems. The result will be a single product line that
will run on IA-32, IA-64 and IBM microprocessor systems that range from entry-
level servers to large enterprise environments.

Under the new agreement, IBM will make SCO's UnixWare 7 its 32-bit UNIX
operating system for the high-volume Intel-architecture enterprise market. IBM
will apply substantial resources to promote and sell the UnixWare 7 operating
system worldwide, and will offer it as a member of its new UNIX product line.

In addition, IBM will contribute AIX technology to SCO's UnixWare to enhance its
scalability and enterprise capability. This will complement the data-center
engineering collaboration by SCO's OEM partners (Compaq, Data General, ICL and
Unisys) to integrate extensive data-center capabilities into the UnixWare
platform. IBM is also allocating engineering resources to ensure the
availability of IBM and AIX middleware on the UnixWare platform.

Over time, SCO and IBM will increase compatibility between UnixWare and AIX,
providing ISVs a single platform to port to for UNIX systems on Intel and Power
processors, while giving enterprise users greater choice and opportunity in
utilizing key applications.

Furthermore, SCO and IBM's 64-bit development teams are collaborating to develop
a 64-bit UNIX operating system. The companies are working closely with ISVs to
make it the industry-standard UNIX system on IA-64. SCO will handle general
channel distribution for the jointly developed product.
<PAGE>
 
"We are extremely pleased that IBM is making this strong commitment to SCO, and
has taken action to immediately begin selling and supporting UnixWare 7 through
its worldwide sales force," said Doug Michels, president and CEO, SCO. "And
since applications are the key to the success of both a platform and its users,
SCO is especially excited to be working with IBM and Intel to make it easy and
attractive for ISVs to create software for a single target UNIX System
environment that covers the entire range of enterprise computing."

"IBM's AIX enterprise technology when combined with UnixWare's technology and
SCO's market share leadership will create the high-volume platform for Intel-
based servers," said Dr. John E. Kelly III, vice president of Server Development
at IBM. "With Intel's support, this platform will become the leading UNIX
operating system for Intel-architecture based servers."

IBM joins other leading OEMs committed to selling UnixWare 7 into enterprise
environments of all kinds. IBM will apply significant sales and marketing
resources to drive UnixWare 7 volume in the enterprise.

In addition, IBM and Intel will drive a substantial ISV recruitment program
designed not only to increase the number of applications available for UnixWare
7, but to also make UnixWare 7 a top tier port with all key ISVs. IBM will begin
immediately by moving a broad range of IBM and AIX middleware to UnixWare 7.

"Intel strongly supports this product line as the leading UNIX for IA-32 and IA-
64," said John Miner, corporate vice president and general manager, Enterprise
Servers Group, Intel Corporation. "Intel is working with IBM and SCO to make
this the first UNIX port and volume leader with all ISVs."

Visit http://www.sco.com/monterey and http://www.ibm.com/servers/monterey for
more information on today's announcement.


ABOUT SCO

SCO is the world's number one provider of UNIX server operating systems, and the
leading provider of network computing software that enables clients of all kinds
- - including PCs, graphical terminals, and NCs - to have Webtop access to
business-critical applications running on servers of all kinds. SCO designed
Tarantella software, the world's first application broker for network computing.
SCO sells and supports its products through a worldwide network of distributors,
resellers, systems integrators, and OEMs. For more information, see SCO's WWW
home page.

SCO, The Santa Cruz Operation, the SCO logo, SCO OpenServer, Tarantella,  the
Tarantella logo, and UnixWare are trademarks or registered trademarks of The
Santa Cruz Operation, Inc. in the US and other countries. UNIX is a registered
trademark of The Open Group in the US and other countries. Java, Java Studio,
Java Workshop, Sun, and Sun  Microsystems are trademarks or registered
trademarks of Sun Microsystems, Inc. in the US and other countries, and are used
under license. All other brand and product names are or may be trademarks of,
and are used to identify products or services of, their respective owners.


<PAGE>
                                                                    EXHIBIT 99.2
 
IBM LAUNCHES MAJOR UNIX INITIATIVE
- ----------------------------------

Significant support from SCO, Sequent, Intel and OEMs

SOMERS, N.Y., October 26, 1998 . . . IBM today announced a major UNIX operating
system initiative with a number of industry partners. This initiative will
create a high-volume platform that will expand business opportunities for ISVs
and OEMs.

As part of this initiative, a UNIX operating system will be developed for
Intel's IA-64 using IBM's AIX operating system's enterprise capabilities
complemented with technology from SCO's UnixWare and Sequent's PTX operating
system. IBM will also transfer AIX technology to SCO's UnixWare and promote the
offering in the UNIX on IA-32 market. The result will be a single UNIX operating
system product line that runs on IA-32, IA-64 and IBM microprocessors, in
computers that range from entry-level to large enterprise servers.

IBM will make significant investments to make this the leading UNIX operating
system. IBM's investments will be directed at: porting IBM's middleware
portfolio; operating system development to exploit Intel IA-32 and IA-64 and
IBM's Power architecture; and investments in technical and marketing support for
ISVs.

Intel is providing substantive technical and marketing support to make this
operating system the leading UNIX for Intel platforms. IBM and Intel are
creating a multi-million dollar ISV fund for this UNIX. This will help software
companies deliver middleware tools and application programs for this UNIX
environment.

In support of this initiative, IBM has forged alliances with SCO and Sequent,
and has gained support from leading OEMs and ISVs.

SCO, the market share volume leader of UNIX operating systems, and IBM will
collaborate to accelerate enhancements to SCO's UnixWare product for IA-32.
Also, SCO and IBM will work together to co-develop and market this UNIX for the
IA-64 based market.

Sequent, the leading provider of high-end, Intel-based UNIX systems, will be a
co-developer, contributing its cc:NUMA technology and Intel architecture
expertise.

"The combination of IBM's enterprise expertise and software, SCO's shrink-wrap
UNIX expertise and channels, Sequent's system expertise on IA, and the price-
performance benefits of Intel architecture will make this a high-volume UNIX
leader," said John Miner, vice president and general manager of Intel's
enterprise server group. "Intel strongly supports this software initiative, and
will work with IBM and SCO to make this the first UNIX port for all computer
manufacturers and software developers."

"We're extending into broader markets with our award-winning AIX software that
delivers the reliability and security required of an enterprise-class operating
system," said Bob Stephenson, senior vice president, IBM Server Group. "Working
with these companies, we're capitalizing on the base of proven leadership
technologies to deliver the world's best UNIX on Power microprocessor and high-
volume Intel microprocessor systems."

"SCO is delighted to be at the heart of this major announcement," said Doug
Michels, SCO's CEO. "It's a great opportunity to take SCO's products to a new
range of enterprise customers. Customers can now deploy major applications on
both 32-bit and 64-bit technology, with the volume economics of a reliable,
scaleable UNIX-on-Intel. We see this collaboration with IBM -- the company that
invented enterprise computing -- and Intel, as a major benefit for our
customers, OEM partners, and ISVs."

"Sequent is committed to delivering our customers the industry's leading UNIX
for IA-64 with the introduction of Merced-based systems. The AIX partnership
provides the clear choice, combining proven technology, tremendous resources and
unprecedented industry support," said Casey Powell, chairman and CEO of Sequent.
<PAGE>
 
A number of computer systems manufacturers announced their plans to use the new
UNIX software. They include Acer, CETIA (a subsidiary of Thomson-CSF), Groupe
Bull, ICL, Motorola Computer Group, and Unisys Computer Systems.

Leading software companies announced their support for the new UNIX software.
They include BEA Systems, BMC Software, Data Pro Accounting Software, Informix,
Infospace, Micro Focus, Netscape, Novell, Pick Systems, PeopleSoft, Progress
Software, Real World, Risk Management Technology, Software AG, SAS Institute and
TakeFive.

IBM also announced it will deliver its software products, such as the DB2
database program, on the SCO UnixWare software.

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UNIX is a trademark of The Open Group

All other trademarks are the property of their respective companies.



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