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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
AUGUST 1, 2000
Date of Report (Date of earliest event reported)
THE SANTA CRUZ OPERATION, INC.
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(Exact name of registrant as specified in its charter)
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CALIFORNIA 0-21484 94-2549086
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation) (Commission File Number) No.)
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425 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(Address of principal executive offices)
(831) 425-7222
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Pursuant to the Agreement and Plan of Reorganization (the "Merger
Agreement"), dated August 1, 2000, by and among Caldera, Caldera Holding, Inc.,
a new Delaware corporation formed solely for the purpose of the transactions
contemplated in the Merger Agreement ("Newco"), and SCO: (i) a newly formed,
wholly owned subsidiary of Newco ("Merger Sub") will be merged with and into
Caldera, with Caldera being the surviving corporation of such merger (the
"Merger"), and all outstanding Caldera securities will be converted, on a share
for share basis, into Newco securities having identical rights, preferences and
privileges, with Newco assuming any and all outstanding options and other rights
to purchase shares of capital stock of Caldera (with all such Newco securities
issued to former Caldera security holders initially representing 72% in Newco);
(ii) SCO and certain of its subsidiaries will contribute to Newco, all of the
capital stock held of certain contributed companies (the "Contributed
Companies") (with each of the Contributed Companies thereby becoming a wholly
owned subsidiary of Newco) and certain assets in consideration for the issuance
by Newco to Storm of shares of Common Stock of Newco, $0.001 par value ("Newco
Common Stock") (the "Acquisition"), (iii) Newco will assume all options to
acquire common stock of SCO 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 Newco common stock as set forth herein (the
"Newco Options") and (iv) SCO will receive shares of Newco common stock
(including shares reserved for Newco Options) representing in the aggregate a
fully diluted equity interest in Newco equal to 28% of Newco and $7,000,000 in
cash. In conjunction with the Acquisition, The Canopy Group, Inc., a major
stockholder of Caldera, has agreed to loan $18 million to SCO.
In addition, Doug Michels, a stockholder of SCO, and The Canopy Group, Inc.
and MTI Technology Group, stockholders of Caldera, have entered into Voting
Agreements to vote in favor of the Acquisition and against certain other matters
(the "Voting Agreements"). The Acquisition 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
Acquisition is subject to various conditions, including, among other things,
receipt of the necessary approvals of the stockholders of Caldera, stockholders
of SCO and certain regulatory bodies.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby do not purport to be complete and are qualified in their
entirety by reference to the Merger Agreement, the Voting Agreements the
Stockholder Agreement and the Escow Agreement, copies of which are filed as
exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Reorganization, dated August 1,
2000, by and among Caldera Systems, Inc., Cyclone,
Inc., and The Santa Cruz Operation, Inc.
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Exhibit 9.1 Form of Voting Agreement, dated August 1, 2000, by and
between The Santa Cruz Operation, Inc. and certain
stockholders of Caldera Systems, Inc.
Exhibit 99.1 Voting Agreement, dated August 1, 2000, by and between
Caldera Systems, Inc. and Doug Michels.
Exhibit 99.2 Form of Escrow Agreement, to be entered into by and
among Newco, Caldera, SCO and an escrow agent.
Exhibit 99.3 Form of Stockholder Agreement, to be entered into by and
among Caldera Systems, Inc., Caldera Holding, Inc., The
Santa Cruz Operation, Inc., The Canopy Group, Inc.
and MTI Technology Group.
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SIGNATURE
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.
Date: August 11, 2000 By: /s/ Steven M. Sabbath
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Steven M. Sabbath
Senior Vice President, Law & Corporate Affairs
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INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED AUGUST 11, 2000
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Exhibit Description
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2.1 Agreement and Plan of Reorganization, dated August 1,
2000, by and among Caldera Systems, Inc., Cyclone,
Inc., and The Santa Cruz Operation, Inc.
9.1 Form of Voting Agreement, dated August 1, 2000, by and
between The Santa Cruz Operation, Inc. and certain
stockholders of Caldera Systems, Inc.
99.1 Form of Voting Agreement, dated August 1, 2000, by and between
Caldera Systems, Inc. and a Shareholder of The Santa Cruz
Operations, Inc.
99.2 Escrow Agreement, dated as of August 1, 2000, by and among
Newco, Caldera, SCO and Wells Fargo Bank.
99.3 Form of Stockholder Agreement, to be entered into by and
among Caldera Systems, Inc., Caldera Holding, Inc., The
Santa Cruz Operation, Inc., The Canopy Group, Inc.
and MTI Technology Group.
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