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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)
August 2, 2000
Dear Partner,
This morning the attached press release was given to the media announcing the
upcoming acquisition of the SCO Server Software and Professional Services
Divisions by Caldera Systems, Inc. Together we are forming a new company that
combines selected technologies from the leading vendor of UNIX operating systems
and of Linux for Business.
By way of background, Caldera Systems is a leading provider of Linux for
Business and is headquartered in Orem, Utah, with major locations worldwide.
Caldera was founded in 1994 by President and CEO, Ransom Love. Caldera Systems
completed a successful IPO on March 17, 2000, which raised $74.9 million and has
been focused on the development, deployment and management of Linux-based
specialized servers and Internet access devices from its inception.
The Santa Cruz Operation, Inc. (SCO) is the world's leading provider of the UNIX
operating system. More than 15,000 resellers, distributors, systems integrators
and computer manufacturers around the world sell and distribute SCO products.
SCO has sales representation in more than 80 countries, with company
headquarters in Santa Cruz, California. SCO was founded in 1979 and went public
in 1993.
This acquisition is an industry-changing event. We believe that you, as our
partner, will understand the potential and feel the excitement of this new
opportunity. In that spirit, we are eager to help you understand the motivation
that led to this action.
Customer Benefits
One of the greatest benefits the customers of the new Caldera will now enjoy is
a full product spectrum. This array of world class products, which no other
company has today, will be tightly coupled with strong Professional Services and
Support organizations to create the reality of the Open Internet Platform. The
combination of Linux, the wave of the future, with Unix's history of providing
literally thousands of serious, fully developed business applications, gives
Caldera customers a trusted path to the future.
UNIX is also well established as an enterprise platform -- a system that allows
service to either a centrally located or broadly disbursed customer base. The
Linux/UNIX combination provides a full-range migration path from the desktop to
the enterprise.
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Partner Benefits
As a valued partner of the new Caldera Inc., you can be assured that we will
continue to drive unprecedented technologies, education, technical support and
marketing excellence for you. Caldera will provide innovative Internet and
high-availability solutions that you can offer to your new and existing
customers. We will drive UnixWare 7 NonStop Clusters, OpenServer, and Project
Monterey through the channel, as well as Caldera's "e" series products. These
solutions are ideal for eBusiness, as they reduce downtime risk and easily scale
to enable businesses to take advantage of 24x7 computing.
Caldera will also provide exciting, state-of-the-art channel programs to help
your business grow. Together, we will build communication, technical support,
and marketing services to bring increased productivity to you and your
customers.
As we move forward we will communicate more of the details on our product and
services strategies, and will be encouraging your feedback and suggestions.
Welcome!
Sincerely,
Ransom Love, President and CEO, Caldera Systems, Inc.
Doug Michels, President and CEO, The Santa Cruz Operation, Inc.
Additional Information and Where to Find It: It is expected that Caldera will
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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
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://www.caldera.com or by mail to Caldera Systems,
Inc., 240 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 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, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.
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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.
