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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CALDERA SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
128780103
(CUSIP Number)
STEVEN M. SABBATH
SENIOR VICE PRESIDENT, LAW & CORPORATE AFFAIRS
THE SANTA CRUZ OPERATION, INC.
425 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(831) 425-7222
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 2000
(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 13d-1(b)(3) or (4), check the following box [ ].
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 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 Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 128780103 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE SANTA CRUZ OPERATION, INC. (I.R.S. Employer Identification Number:
94-2549086)
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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*
OO
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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
STATE OF CALIFORNIA
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7 SOLE VOTING POWER
41,666
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 26,607,307
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 41,666
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,648,973 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.3%
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14 TYPE OF REPORTING PERSON*
CO
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(1) 26,607,307 shares of Cadera Systems, Inc. ("Caldera") common stock are
subject to Voting Agreements entered into by The Santa Cruz Operation,
Inc. ("SCO") and certain stockholders of Caldera (discussed in Items 3
and 4 below). SCO expressly disclaims beneficial ownership of any shares
of Caldera common stock covered by the Voting Agreements. Based on the
number of shares of Caldera common stock outstanding as of July 31, 2000
(as disclosed to SCO by Caldera), the number of shares of Caldera common
stock beneficially owned represents approximately 68.3% of the
outstanding Caldera common stock.
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CUSIP NO. 128780103 PAGE 3 OF 10 PAGES
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Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by The Santa Cruz Operation, Inc. that it is the
beneficial owner of any of the common stock subject to the Voting Agreements
referred to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Act"), or for any other purpose, and such beneficial
ownership is expressly disclaimed except to its pecuniary interest.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock
of Caldera Systems, Inc., a Delaware corporation ("Caldera" or
"Issuer"). The principal executive offices of Caldera are located at 240
West Center Street, Orem, Utah 84057
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the corporation filing this statement is The Santa
Cruz Operation, Inc., a California corporation ("SCO").
(b) The address of the principal executive offices of SCO is 425
Encinal Street, Santa Cruz, California 95060.
(c) SCO's principal business is to provide UNIX server operating
systems and services, and to provide network computing software
that enables clients of all kinds--including, personal computers,
graphical terminals, network computers, and other devices--to
have webtop access to business-critical applications running on
servers of all kinds. SCO designed Tarantella web-enabling
software, the world's first web-enabling software for network
computing. SCO sells and supports its products through a
worldwide network of distributors, resellers, systems
integrators, and OEM.
(d) Neither SCO, nor to SCO's best knowledge, any person named on
Schedule A hereto is required to disclose legal proceedings
pursuant to Item 2(d).
(e) Neither SCO, nor to SCO's best knowledge, any person named on
Schedule A hereto is required to disclose legal proceedings
pursuant to Item 2(e).
(f) With the exception of Ninian Eadie who is a citizen of the United
Kingdom, to SCO's knowledge, each person listed on Schedule A is
a citizen of the United States.
Set forth on Schedule A is the name and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of SCO's
directors and executive officers, as of the date hereof.
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CUSIP NO. 128780103 PAGE 4 OF 10 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As an inducement for SCO to enter into the Merger Agreement
described in Item 4 and in consideration thereof, certain stockholders
of Caldera (The Canopy Group, Inc. and MTI Technology Corporation, or
collectively, the "Stockholders") entered into Voting Agreements (see
Item 4). SCO did not pay additional consideration to the Stockholders in
connection with the execution and delivery of the Voting Agreements. In
addition, the Stockholders granted SCO an irrevocable proxy with respect
to the shares covered by the Voting Agreements.
References to, and descriptions of, the Merger, the Merger
Agreement and the Voting Agreements are qualified in their entirety by
reference to copies of the Merger Agreement and the form of Voting
Agreement, included as Exhibits 1 and 2, respectively, to this Schedule
13D and are incorporated herein in their entirety where such references
and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION.
(a)- (b)
THE MERGER AGREEMENT
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.
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CUSIP NO. 128780103 PAGE 5 OF 10 PAGES
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THE VOTING AGREEMENTS
As an inducement for SCO to enter into the Merger
Agreement, each Stockholder who is a party to a Voting Agreement,
dated as of August 1, 2000, with SCO (collectively, the "Voting
Agreements"), irrevocably appointed SCO, or any designee of SCO,
as its sole and exclusive attorneys-in-fact and proxies. Such
proxies, collectively give SCO the limited right to vote
26,607,307 shares of Caldera common stock (the "Shares") (a) in
favor of the approval and adoption of the Merger Agreement and
the approval of the Acquisition and in favor of each other action
contemplated by the Merger Agreement and any action required in
furtherance hereof or thereof and (b) against (i) any
dissolution, liquidation or winding up of or by Caldera or (ii)
any amendment of the Certificate of Incorporation or by-laws of
Caldera or other proposal or transaction involving Caldera, which
amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify any material provision of
the Merger Agreement, the Acquisition, the Merger or any other
transaction contemplated by the Merger Agreement or change in any
manner the voting rights of any class of Caldera's capital stock.
The Stockholders may vote the Shares on all other matters. The
Voting Agreements terminate upon the earlier to occur of (i) such
date and time as the (ii) the termination of the Merger Agreement
pursuant to its terms (except for termination by either SCO or
Caldera if the SCO board recommends an alternate proposal) or
(iii) such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Merger Agreement.
THE MICHELS VOTING AGREEMENT
A shareholder of SCO, Doug Michels ("Michels"), entered
into a Voting Agreement ("Michels Voting Agreement"), dated as of
August 1, 2000, with Caldera irrevocably appointing Caldera, or
any designee of Caldera, as his sole and exclusive
attorneys-in-fact and proxies. Such proxies, collectively give
Caldera the limited right to vote all of Michels' shares of SCO
capital stock that are now or hereafter beneficially owned (a) in
favor of the approval and adoption of the Merger Agreement and
the approval of the Acquisition and in favor of each other action
contemplated by the Merger Agreement and any action required in
furtherance hereof or thereof and (b) against (i) any alternate
proposal for a change-of-control of SCO, (ii) any dissolution,
liquidation or winding up of or by SCO or (iii) any amendment of
the Certificate of Incorporation or by-laws of SCO or other
proposal or transaction involving SCO or any Contributing
Company, which amendment or other proposal or transaction would
in any manner impede, frustrate, prevent or nullify any material
provision of the Merger Agreement, the Acquisition, the Merger or
any other transaction contemplated by the Merger Agreement or
change in any manner the voting rights of any class of SCO's
capital stock. Michels may vote his shares on all other matters.
The Michels Voting Agreement terminates upon the earlier to occur
of (i) such date and time as the (ii) the termination of the
Merger Agreement pursuant to its terms (except for termination by
either SCO or Caldera if the SCO board recommends an alternate
proposal)
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CUSIP NO. 128780103 PAGE 6 OF 10 PAGES
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or (iii) such date and time as the Merger shall become effective
in accordance with the terms and provisions of the Merger
Agreement.
THE ESCROW AGREEMENT
Newco, Caldera and SCO agreed to a form of Escrow
Agreement (the "Escrow Agreement"), pursuant to which, as soon as
practicable after the Merger is consummated, 10% of the aggregate
number of shares of Newco common stock to be received by SCO
(including shares reserved for Newco Options) shall be placed
into escrow with an escrow agent and be available for transfer to
Newco, to serve as security for SCO's indemnity obligations under
the Merger Agreement. The Escrow Agreement terminates on the one
year anniversary of the consummation of the Merger, and any
remaining shares held in escrow shall be released by the escrow
agent to SCO.
References to, and descriptions of, the Merger, the Merger
Agreement, the Voting Agreements, the Michels Voting Agreement
and the Escrow Agreement are qualified in their entirety by
reference to copies of the Merger Agreement, the form of Voting
Agreement, the Michels Voting Agreement and the Escrow Agreement
included as Exhibits 1 through 4, respectively, to this Schedule
13D and are incorporated herein in their entirety where such
references and descriptions appear.
(c) Not applicable.
(d) It is anticipated that upon consummation of the Merger, (i)
the directors of Newco shall consist of the directors of Caldera
immediately prior to the effective time of the Merger plus Doug Michels
and one other individual to be named by SCO and (ii), the directors of
Caldera immediately prior to the effective time of the Merger shall
remain the directors of Caldera.
(e) Upon consummation of the Merger: (i) each of the then
outstanding shares of Caldera common stock shall be converted into one
share of Newco common stock, (ii) each of then outstanding options to
purchase shares of Caldera common stock will, by virtue of the Merger,
and without any further action on the part of any holder, be assumed by
Newco and converted into an option to purchase an equivalent number of
shares of Newco common stock, at an exercise price per share equal to
the per share exercise price of such Caldera option in effect at such
time, (iii) Newco shall assume all of Caldera's obligations under
Caldera's 2000 Employee Stock Purchase Plan and each of the then
outstanding rights to purchase shares of Caldera common stock under such
plan, will by virtue of the Merger, and without any further action on
the part of any holder thereof, be assumed and converted into a right to
purchase the same number of shares of Newco common stock on the next
"purchase date" (as such term is defined in the Caldera 2000 Stock
Purchase Plan) following the consummation of the Merger at a purchase
price per share determined in accordance with the Caldera 2000 Stock
Purchase Plan, and (iv) each share of Caldera common stock held in the
treasury
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CUSIP NO. 128780103 PAGE 7 OF 10 PAGES
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of Caldera or any of which are owned by Newco, Caldera, or any direct or
indirect wholly owned subsidiary of Newco or Cyclone immediately prior
to the consummation of the Merger shall be cancelled and extinguished
without any conversion thereof.
(f) See Item 4(a)-(b) above.
(g) Upon consummation of the Merger, the Certificate of
Incorporation of Caldera shall be amended and restated in its entirety.
The Restated Certificate of Incorporation of Caldera (the "Restated
Certificate") amends the Certificate of Incorporation of Caldera, filed
March 20, 2000 (the "Previous Certificate") by providing among other
things: (1) that the name of the corporation is Caldera Operating, Inc.,
(2) that the aggregate number of shares which Caldera is authorized to
issue is 100 to be designated Common Stock, with the par value of $0.001
and (3) that number of directors shall be fixed from time to time by, or
in the manner provided in Caldera's bylaws. The foregoing summary of the
Restated Certificate is qualified in its entirety by reference to the
copy of the form of the Restated Certificate included as Exhibit 5 to
this Schedule 13D and is incorporated herein in its entirety by
reference. Upon consummation of the Merger, the Bylaws of Merger Sub, as
in effect immediately prior to the Merger, shall be the Bylaws of the
Caldera until thereafter amended. Following the consummation of the
Merger, Caldera will be 100% owned by Newco.
(h) - (i) If the Merger is consummated as planned, Caldera common
stock will be exchanged for Newco common stock. Accordingly,
registration under the Act and listing on The Nasdaq National Market
will be transferred from Caldera common stock to Newco common stock.
(j) Other than described above, SCO currently has no plan or
proposals which relate to, or may result in, any of the matters listed
in Items 4(a) - (j) of Schedule 13D (although SCO reserves the right to
develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result of the Voting Agreements, SCO may be deemed
to be the beneficial owner of 26,607,307 shares of Caldera common stock;
SCO also holds 41,666 shares of Caldera common stock. The aggregate
number of shares for which SCO may be deemed to be the beneficial owner
as a result of the Voting Agreements represents approximately 68.3% of
the issued and outstanding shares of Caldera common stock. SCO has
shared voting power of the 26,607,307 shares subject to the Voting
Agreements for the limited purposes and with the parties described
above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement, the Voting Agreements, the
Michels Voting Agreement and the Escrow Agreement, there are no
contracts, arrangements, understandings or relationships
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CUSIP NO. 128780103 PAGE 8 OF 10 PAGES
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(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of Caldera,
including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies except:
(i) The Merger Agreement contemplates that upon the
consummation of the Merger, Caldera, Newco, SCO and the
Stockholders will enter into a Stockholder Agreement (the
"Stockholder Agreement"), pursuant to which:
(A) Newco will increase its board of directors to nine
members and appoint two nominees of SCO, and for so as
SCO owns at least 10% of the outstanding common stock
of Newco, the number of directors comprising the Newco
board shall not be increased above nine, except with
SCO's written consent;
(B) for so long as SCO holds: (i) at least 20% of the
outstanding common stock of Newco, Newco and its board
of directors shall nominate two candidates designated
by SCO reasonably acceptable to Newco in connection
with each stockholder solicitation relating to the
election of Newco directors or (ii) at least 10% and
not more than 19.9% of the outstanding common stock of
Newco, Newco and its board of directors shall nominate
one candidate designated by SCO reasonably acceptable
to Newco in connection with each stockholder
solicitation relating to the election of Newco
directors;
(C) Newco's board shall unanimously recommend such SCO
nominees and the Stockholders shall vote in favor of
such SCO nominees to the Newco board;
(D) for so long as SCO owns (of record or beneficially) at
least 10% of the outstanding common stock of Newco, in
connection with all matters to be voted on by the
stockholders of Newco, SCO shall vote all shares of
Newco Common Stock then owned, directly or indirectly,
by it in every case in accordance with the
recommendation of the board of directors of Newco,
except that SCO may vote its shares as it determines
in its sole discretion as to the following specific
matters: (i) a change in the fundamental rights of
Newco Common Stock; (ii) certain significant corporate
transactions; (iii) a recapitalization in which Newco
common stock is converted or exchanged for a security
having substantially different fundamental rights than
Newco Common Stock; (iv) any transaction or matter
involving or relating to a conflict of interest
between any member of the Board of Directors and
Newco; (v) any business properly brought before any
meeting of the stockholders by a stockholder in
accordance with Newco's bylaws; and (vi) any amendment
to the bylaws of Newco;
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CUSIP NO. 128780103 PAGE 9 OF 10 PAGES
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(E) SCO agrees that it will not, with certain exceptions,
until the fifth anniversary of the Effective Date,
without Newco's prior written consent:
(i) acquire, or enter into discussions,
negotiations, arrangements or understandings
with any third party to acquire, beneficial
ownership of any Newco securities entitled
to vote with respect to the election of any
directors of Newco ("Voting Stock"), any
securities convertible into, exchangeable
for or exercisable for, or that may
otherwise become, Voting Stock, or any other
right to acquire Voting Stock, if the effect
of such acquisition would be that SCO would
then beneficially own and/or have the right
to acquire more than twenty-eight percent
(28%) of the Voting Stock (the "Standstill
Percentage");
(ii) make, or in any way participate in, any
"solicitation" of "proxies" (as such terms
are defined or used in Regulation 14A under
the Exchange Act, as such Regulation is
currently in effect) with respect to the
voting of any Voting Stock if Newco is at
the time of such solicitation
publicly-traded and subject to the proxy
rules promulgated under the Exchange Act;
(iii) otherwise seek, either alone or in concert
with others, to control the Newco Board; or
(iv) disclose any intention, plan or arrangement
inconsistent with the foregoing.
References to, and descriptions of, the Stockholder
Agreement are qualified in their entirety by reference to
the copy of the Stockholder Agreement included as Exhibit
6 to this Schedule 13D and incorporated herein in its
entirety where such references and descriptions appear.
(ii) The Canopy Group, Inc. has agreed to loan SCO $18 million
on terms to be determined.
(iii) SCO has had discussions regarding a $7 million loan
arrangement from Caldera on terms to be determined.
(iv) On December 30, 1999, SCO purchased 41,666 shares of
Caldera Series B preferred stock, which has since
converted into Caldera common stock.
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CUSIP NO. 128780103 PAGE 10 OF 10 PAGES
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Reorganization, dated August 1,
2000, by and among Caldera Systems, Inc., Caldera Holding,
Inc. ("Holding Co.") and The Santa Cruz Operation, Inc.
2. Form of Voting Agreement, dated August 1, 2000, by and
among The Santa Cruz Operation, Inc. and certain
stockholders of Caldera.
3. Voting Agreement, dated August 1, 2000, by and among
Caldera and Doug Michels.
4. Form of Escrow Agreement, to be entered into by and among
Newco, Caldera, SCO and an escrow agent.
5. Form of Amended and Restated Certificate of Incorporation
of Caldera Systems, Inc.
6. Stockholder Agreement, to be entered into by and among
Caldera, Newco, SCO and the Stockholders.
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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.
Dated: August 11, 2000
THE SANTA CRUZ OPERATION, INC.
By: /s/ Steven M. Sabbath
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Steven M. Sabbath
Senior Vice President, Law &
Corporate Affairs, and Secretary
<PAGE> 12
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF THE SANTA CRUZ OPERATION, INC.
The following table sets forth the name, business address and principal
occupation or employment of each director and executive officer of The Santa
Cruz Operation, Inc. Except as indicated below, the business address of each is
The Santa Cruz Operation, Inc., 425 Encinal Street, Santa Cruz, California
95060.
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Ninian Eadie Retired
18 The Mall
East Sheen, London SW14 7EN
United Kingdom
Ronald Lachman Partner
3140 Whisperwoods Court. Lachman Goldman Ventures
Northbrook, IL 60062
Robert M. McClure President
c/o Unidot Unidot, Inc.
5363 N. Casabel
Benson, AZ 85602
Douglas L. Michels President and Chief Executive Officer
The Santa Cruz Operation, Inc.
Alok Mohan Chairman of the Board
The Santa Cruz Operation, Inc.
R. Duff Thompson Managing General Partner
c/o EsNet, Ltd. EsNet, Ltd.
5152 N. Edgewood Drive, Suite 350
Provo, UT 84604
Gilbert Williamson Retired
2320 Kettering Tower
Dayton, OH 45423
</TABLE>
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EXECUTIVE OFFICERS OF THE SANTA CRUZ OPERATION, INC.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Randall Bresee Senior Vice President and Chief Financial
Officer
Douglas L. Michels President & Chief Executive Officer
David McCrabb Senior Vice President and President, Server
Division
Jack Moyer Senior Vice President, Human Resources
Michael Orr Senior Vice President and President, Tarantella
Division
Steven M. Sabbath Senior Vice President Law and Corporate Affairs
and Secretary
Geoff Seabrook Senior Vice President, Corporate Development
Jim Wilt Senior Vice President and President,
Professional Services Division
</TABLE>
