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Filed by: The Santa Cruz Operation, Inc.
Pursuant to Rule 425 Under the Securities Act of
1933 And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: The Santa Cruz Operation, Inc.
(Commission File No. 000-21484)
FOR IMMEDIATE RELEASE
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CONTACTS:
Lynn Schroeder Randy Bresee Tony Baines Jan Tarzia
Investor Relations CFO Corp. Communications Public Relations
Tel: 831-427-7399 Tel: 831-427-7661 Tel: +44 836 724414 Tel: 831-427-7221
[email protected] [email protected] [email protected] [email protected]
SCO ANNOUNCES STAFF REDUCTIONS TO PREPARE FOR SALE OF DIVISIONS
TO CALDERA AND IMPROVE PROFITABILITY
Actions Pave the Way to Execute Business Strategies of
Two Pure-Play Software Companies
Santa Cruz, CA (September 7, 2000) - The Santa Cruz Operation, Inc. (SCO)
(Nasdaq: SCOC) announced today that, in order to meet the staffing goals of its
pending acquisition agreement with Caldera Systems, Inc., as well as to improve
its own ongoing profitability, it has reduced its worldwide workforce by 19% or
approximately 190 employees. As a direct result of this action, SCO will incur a
onetime charge estimated to be between $5 million and $6 million in the quarter
ending September 30, 2000.
As previously announced, The Santa Cruz Operation, Inc. has entered into an
agreement, pending shareholder and regulatory approval, whereby Caldera Systems,
Inc. (Nasdaq: CALD) will acquire the SCO Server Software and Professional
Services divisions. Pursuant to this agreement, the companies have completed a
process to identify the staff that will be required by each company after the
acquisition. These reductions are intended to properly size both organizations
to execute their business strategies following the anticipated close of the
transaction.
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SCO Announces Staff Redustions tp Prepare for Sale of Divisions 2-2-2
"In order to be successful, we have to make some tough decisions," said Doug
Michels, CEO of The Santa Cruz Operation, Inc. "This reduction will lower
expenses to better reflect SCO's recent performance in our server software and
professional services divisions. Moreover, we have worked closely with Caldera
to ensure that these actions produce staffing results consistent with its
future, post-acquisition business model."
SCO's Tarantella division, dedicated to providing industry-leading Tarantella
web-enabling software, has already been appropriately sized to accommodate its
planned independent business model. As also previously announced, pending
shareholder approval, The Santa Cruz Operation, Inc. will be changing its name
to Tarantella, Inc.
"The industry leader known worldwide for over 20 years as SCO is about to morph
itself along dual and complementary paths," continued Michels. "Tarantella, Inc.
will continue to focus on providing best-of-breed enabling technologies and
products that connect clients, server-based applications, and networks, while
the expertise, experience, and spirit of SCO, the world's leading provider of
UNIX System software, will live on at Caldera.
"I believe that today's actions, as painful as such reductions always are, will
pave the way for the creation of two world-class, high-growth, pure-play
software companies that are leaders in serving their respective markets,"
Michels concluded. "SCO intends to assist its valued former employees in finding
industry positions appropriately suited to the talents and dedication that they
have demonstrated in helping make SCO the industry leader it is today."
Safe Harbor Statement:
This press release contains forward-looking statements about reductions in force
and organizational changes. Investors are cautioned that all forward-looking
statements involve risks and uncertainty, including without limitation,
increases and decreases in the value of investments in third parties, the
ability to reduce expenses, impact and success of joint development projects and
industry partnerships, conclusion or success
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SCO Announces Staff Reductions to Prepare for Sale of Divisions 3-3-3
of strategic opportunities, market acceptance of new products, including open
source-based products, the impact of competitive products, general market
conditions, and other risks detailed from time to time in SCO's SEC filings,
including forms 10-Q and 10-K. SCO disclaims any intention or obligation to
publicly update or revise any forward-looking statements, whether as a result of
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
About The Santa Cruz Operation, Inc.
With headquarters in Santa Cruz, CA, The Santa Cruz Operation, Inc. is comprised
of three independent divisions -Tarantella, Inc., the Server Software Division,
and the Professional Services Division. The Server Software Division is the
world's number one provider of UNIX server operating systems. Tarantella, Inc.
promotes a range of software technologies and products that web-enable any
application instantly, for access by users anywhere. The Professional Services
Division helps organizations create and deploy personalized IT strategies. The
three divisions sell and support their products and services through a worldwide
network of distributors, resellers, systems integrators, and OEMs. For more
information, visit SCO's home page at www.scoinc.com.
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SCO, The Santa Cruz Operation, the SCO logo, and Tarantella are trademarks or
registered trademarks of The Santa Cruz Operation, Inc. in the USA and other
countries. UNIX is a registered trademark of The Open Group in the United States
and other countries. All other brand or product names are or may be trademarks
of, and are used to identify products or services of, their respective owners
Additional information and Where to Find It: It is expected that Caldera will
file a Registration Statement on SEC Form S-4 and Caldera and SCO will file a
Joint Proxy Statement/Prospectus with the SEC in connection with the
Acquisition, and that Caldera and SCO will mail a Joint Proxy
Statement/Prospectus to stockholders of Caldera and SCO containing information
about the Acquisition. 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
Acquisition, the persons soliciting proxies relating to the Acquisition, their
interests in the Acquisition, 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
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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://caldera.com or by mail to Caldera Systems, Inc. 240
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West Center Street, Orem, Utah 84057, attention: Investor Relations, telephone
(801) 765-4999 or from SCO by directing a request through the Investors
Relations portion of SCO's Web site at http://www.sco.com or by mail to The
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Santa Cruz Operation, Inc., 425 Encinal Street, Santa Cruz, California 95061,
attention: Investor Relations, telephone (831) 427-7399.
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, NY and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms.
Caldera's and SCO's filings with the SEC are also available to the public from
commercial document-retrieval services and at the Web site maintained by the SEC
at http://www.sec.gov.
