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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE SANTA CRUZ OPERATION, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
801833 10 4
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(CUSIP Number)
RANSOM H. LOVE
CHIEF EXECUTIVE OFFICER
CALDERA SYSTEMS, INC.
240 WEST CENTER STREET
OREM, UTAH 84057
(801) 765-4999
(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. [ ]
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SCHEDULE 13D
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CUSIP NO. 801833 10 4 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CALDERA SYSTEMS, INC. (I.R.S. Employer Identification Number: 87-0617393)
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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
DELAWARE
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7 SOLE VOTING POWER
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,853,400
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,853,400 (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)
10.7%
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14 TYPE OF REPORTING PERSON*
CO
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(1) 3,853,400 shares of The Santa Cruz Operation, Inc. ("SCO") common stock are
subject to a Voting Agreement entered into by Caldera Systems, Inc.
("Caldera") and a certain stockholder of SCO (discussed in Items 3 and 4
below). Caldera expressly disclaims beneficial ownership of any shares of
SCO common stock covered by the Voting Agreement. Based on the number of
shares of SCO common stock outstanding as of July 28, 2000 (as disclosed to
Caldera by SCO), the number of shares of SCO common stock represents
approximately 10.7% of the outstanding SCO common stock.
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CUSIP NO. 801833 10 4 PAGE 3 OF 7 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 Caldera Systems, Inc. that it is the
beneficial owner of any of the common stock 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.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock of The
Santa Cruz Operation, Inc., a California corporation ("SCO" or "Issuer"). The
principal executive offices of SCO are located at 400 Encinal Street, Santa
Cruz, California 95060.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the corporation filing this statement is Caldera Systems,
Inc., a Delaware corporation ("Caldera").
(b) The address of the principal executive offices of Caldera is 240 West
Center Street, Orem, Utah 84057.
(c) Caldera's principal business is the development and marketing of
software based on the Linux operating system. Caldera also provides
related services which enable the development, deployment and
management of Internet access devices and specialized servers. Set
forth in Schedule A is the name and present principal occupation or
employment, including the name, principal business and address of any
corporation or other organization in which such employment is
conducted, of each of Caldera's directors and executive officers as of
the date hereof
(d) During the past five years, neither Caldera nor, to Caldera's
knowledge, any person named in Schedule A has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Caldera nor, to Caldera's
knowledge, any person named in Schedule A was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, Federal or State
securities laws or finding any violation with respect to such laws.
(f) Each person listed on Schedule A is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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CUSIP NO. 801833 10 4 PAGE 4 OF 7 PAGES
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On August 1, 2000, Caldera, Caldera Holding, Inc., a Delaware
corporation ("New Caldera") and the Issuer entered into an Agreement and
Plan of Reorganization (the "Reorganization Agreement"). As an inducement
for Caldera to enter into the Reorganization Agreement described in Item 4
and in consideration thereof, Doug Michels, a shareholder of SCO, (the
"Shareholder") entered into a Voting Agreement with Caldera (the "Voting
Agreement"). Pursuant to the Voting Agreement, the Shareholder agreed to
vote the shares of Issuer common stock beneficially owned by him in favor
of the approval and adoption of the Reorganization Agreement and the
approval of the Acquisition (as defined below) and against any competing
transactions that may arise. Caldera did not pay additional consideration
to the Shareholder in connection with the execution and delivery of the
Voting Agreement. In addition, the Shareholder granted Caldera an
irrevocable proxy with respect to the shares covered by the Voting
Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
(a) and (c)
THE REORGANIZATION AGREEMENT
Pursuant to the Reorganization Agreement, (i) a newly formed,
wholly owned subsidiary of New Caldera 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 New Caldera securities
having identical rights, preferences and privileges, with New Caldera
assuming any and all outstanding options and other rights to purchase
shares of capital stock of Caldera (with all such New Caldera
securities issued to former Caldera security holders initially
representing 72% in New Caldera); (ii) Issuer and certain of its
subsidiaries will contribute to New Caldera, 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 New Caldera) and certain assets in consideration
for the issuance by New Caldera to Issuer of shares of common stock of
New Caldera, $0.001 par value ("New Caldera Common Stock") (the
"Acquisition"); (iii) New Caldera will assume all options to acquire
common stock of Issuer 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 New Caldera Common Stock as
set forth herein (the "New Caldera Options"); and (iv) Issuer will
receive shares of New Caldera Common Stock (including shares reserved
for New Caldera Options) representing in the aggregate a fully diluted
equity interest in New Caldera equal to 28% of New Caldera and
$7,000,000 in cash. Each of the transactions described above are
collectively referred to as the "Reorganization".
THE VOTING AGREEMENT
As an inducement for Caldera to enter into the Reorganization
Agreement, the Shareholder entered into the Voting Agreement, with the
Shareholder irrevocably appointing
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CUSIP NO. 801833 10 4 PAGE 5 OF 7 PAGES
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Caldera, or any designee of Caldera, as his sole and exclusive
attorney-in-fact and proxy. Such proxy gives Caldera the limited right
to vote all of Shareholder's shares of Issuer capital stock that are
now or hereafter beneficially owned (the "Shares") (a) in favor of the
approval and adoption of the Reorganization Agreement and the approval
of the Acquisition and in favor of each other action contemplated by
the Reorganization Agreement and any action required in furtherance
hereof or thereof and (b) against (i) any alternate proposal for a
change-of-control of Issuer, (ii) any dissolution, liquidation or
winding up of or by Issuer or (ii) any amendment of the Certificate of
Incorporation or by-laws of Issuer or other proposal or transaction
involving Issuer 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 Reorganization Agreement, the
Reorganization or any other transaction contemplated by the
Reorganization Agreement or change in any manner the voting rights of
any class of SCO's capital stock. Shareholder may vote his shares on
all other matters. The Voting Agreement terminates upon the earlier to
occur of (i) such date and time as the (ii) the termination of the
Reorganization Agreement pursuant to its terms (except for termination
by either Issuer or Caldera if the Issuer board recommends an
alternate proposal) or (ii) such date and time as the Reorganization
shall become effective in accordance with the terms and provisions of
the Reorganization Agreement.
References to, and descriptions of, the Reorganization, the
Reorganization Agreement and the Voting Agreement are qualified in
their entirety by reference to copies of the Reorganization Agreement
and the 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.
(b) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) See Item 4(a) and (c) above.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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CUSIP NO. 801833 10 4 PAGE 6 OF 7 PAGES
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(a) As a result of the Voting Agreement, Caldera may be deemed to be
the beneficial owner of 3,853,400 shares of Issuer common stock (including
options providing the right to acquire 300,000 shares of Issuer common
stock that have vested or will vest within 60 days from the date of this
filing). The aggregate number of shares for which Caldera may be deemed to
be the beneficial owner as a result of the Voting Agreement represents
approximately 10.7% of the issued and outstanding shares of Issuer common
stock.
(b) As a result of the Voting Agreement, Caldera has the shared power
to vote or direct the vote of (and, as a result, may be deemed to
beneficially own) 3,853,400 shares of Issuer common stock (including
options providing the right to acquire 300,000 shares of Issuer common
stock that have vested or will vest within 60 days from the date of this
filing), representing approximately 10.7% of the shares of Issuer common
stock outstanding on July 28, 2000 as represented by the Issuer to Caldera.
To Caldera's knowledge, no shares of Issuer common stock are beneficially
owned by any of the persons named in Schedule A. Such voting power is
shared with Doug Michels, President and Chief Executive Officer of The
Santa Cruz Operation, Inc. Mr. Michels is a U.S. citizen and his business
address is c/o The Santa Cruz Operation, Inc., 400 Encinal Street, Santa
Cruz, California 95060. To Caldera's knowledge, during the past five years
Mr. Michels has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). To Caldera's knowledge, during
the past five years Mr. Michels was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
(c) Except as described in Items 3 and 4, neither Caldera nor, to the
knowledge of Caldera, any person named in Schedule A has effected any
transaction in the Issuer common stock during the past 60 days.
(d) Other than with respect to the voting rights, neither Caldera nor,
to the knowledge of Caldera, any of the persons named in Schedule A
possesses any powers, rights or privileges with respect to the Issuer
common stock. All other powers, rights and privileges with respect to the
Issuer common stock remain with the Shareholder, including but not limited
to the right to receive, or the power to direct, the receipt of dividends
from, or the proceeds from the sale of such shares of Issuer common stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Reorganization Agreement and the Voting Agreement,
there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of Issuer 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:
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CUSIP NO. 801833 10 4 PAGE 7 OF 7 PAGES
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(i) Issuer has had discussions regarding a $7 million loan arrangement
from Caldera on terms to be determined.
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. and The Santa Cruz
Operation, Inc.
2. Voting Agreement, dated August 1, 2000, by and among Caldera and Doug
Michels.
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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
CALDERA SYSTEMS, INC.
By: /s/ Ransom H. Love
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Ransom H. Love
Chief Executive Officer
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF CALDERA SYSTEMS, INC.
The following table sets forth the name, business address and principal
occupation or employment of each director and executive officer of Caldera
Systems, Inc. Except as indicated below, the business address of each is Caldera
Systems, Inc., 240 West Center Street, Orem, Utah 84057.
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Ransom H. Love President and Chief Executive Officer, Caldera
Systems, Inc.
Ralph J. Yarro III Chairman of the Board of Directors, Caldera
Systems, Inc., President and Chief Executive
Officer, The Canopy Group, Inc.
Dale R. Boyd
4905 E. La Palma Avenue
Anaheim, CA 92807
John R. Egan Managing Partner
87 Elm Street Egan-Managed Capital, Venture Capital
Hopkinton, MA 01748
Edward E. Iacobucci
901 South Ocean Blvd.
Delray Beach, FL 33483
Raymond J. Noorda Chairman of the Board of Directors,
MTI Technology Corporation and The Canopy
Group, Inc.
Thomas P. Raimondi, Jr. President and Chief Executive Officer,
4905 E. La Palma Avenue MTI Technology Corporation
Anaheim, CA 92807
Steve Cakebread Senior Vice President and Chief Financial
20400 Stevens Creek Blvd. Officer, Autodesk, Inc.
Cupertino, CA 95014
</TABLE>
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EXECUTIVE OFFICERS OF CALDERA SYSTEMS, INC.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Ransom H. Love President and Chief Executive Officer
Alan Hansen Chief Financial Officer
Drew A. Spencer Chief Technology Officer
Royce D. Bybee Senior Vice President, Sales and Marketing
Benoy Tamang Vice President, Business Development
R. Dean Taylor Vice President, Marketing
John Thomas Vice President, Support Services
Walter D. Hammond Vice President, Operations and Information Systems
Richard C. Rife Vice President, General Counsel and Secretary
Darren Davis Vice President, Engineering
</TABLE>
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EXHIBIT INDEX
1. Agreement and Plan of Reorganization, dated August 1, 2000, by and
among Caldera Systems, Inc., Caldera Holding, Inc. and The Santa Cruz
Operation, Inc.
2. Voting Agreement, dated August 1, 2000, by and among Caldera and Doug
Michels.
