S-8 1 v26723sv8.htm FORM S-8 sv8
 

As filed with the Securities and Exchange Commission on January 26, 2007
Registration No. 333-

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 
THE SCO GROUP, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   87-0662823
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
355 South 520 West
Lindon, Utah 84042
Telephone: (801) 765-4999
(Address of principal executive offices,
including zip code)
CALDERA SYSTEMS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
     
Darl C. McBride   Copy to:
Chief Executive Officer    
The SCO Group, Inc.   Nolan S. Taylor
355 South 520 West   Dorsey & Whitney, LLP
Lindon, Utah 84042   170 South Main Street, Suite 900
(Name and address of agent for service)   Salt Lake City, Utah 84101
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed Maximum     Proposed Maximum     Amount of  
        Amount to be     Offering Price     Aggregate Offering     Registration  
  Title of Securities to be Registered     Registered(1)     per Share(2)     Price(2)     Fee  
 
Common Stock, par value $0.001 per share (the “Common Stock”), available for issuance under the Caldera Systems, Inc. 2000 Employee Stock Purchase Plan(3)
    212,305     $1.06     $225,043.30     $24.08  
 
(1)   This registration statement also relates to such additional number of shares available for issuance under the plan as may be required pursuant to the plan in the event of a stock dividend, stock split, recapitalization or other similar event, or as otherwise provided for in the plan.
 
(2)   Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and Rule 457(c) based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on January 24, 2007.
 
(3)   This Registration Statement also relates to rights to purchase shares of Common Stock of the Registrant which are attached to all shares of Common Stock issued pursuant to the terms of the Registrant’s Shareholder Rights Agreement dated as of August 10, 2004. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificate for the Common Stock and will be transferred with and only with such Common Stock. Because no separate consideration is paid for the rights, the registration fee therefore is included in the fee for Common Stock.
 
 

 


 

EXPLANATORY NOTE
     This registration statement is being filed solely for the registration of additional shares of Common Stock of The SCO Group, Inc. (the “Company”) for issuance pursuant to the Caldera Systems, Inc. 2000 Employee Stock Purchase Plan (the “Plan”). Accordingly, pursuant to General Instruction E to Form S-8, the contents of the earlier registration statements relating to the Plan (Registration No. 333-43822, Registration No. 333-124102, and Registration No. 333-131349) are hereby incorporated by reference in this registration statement.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
     
Exhibit No.   Description
4.1
  Amended and Restated Certificate of Incorporation of Caldera International, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
 
   
4.2
  Certificate of Amendment to Amended and Restated Certificate of Incorporation regarding consolidation of outstanding shares (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
 
   
4.3
  Certificate of Amendment to Amended and Restated Certificate of Incorporation regarding change of name to The SCO Group, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
 
   
4.4
  Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
 
   
4.5
  Rights Agreement dated as of August 10, 2004 by and between the Registrant and Computershare Trust Company, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on September 1, 2004 (File No. 000-29911))
 
   
5.1
  Opinion of Dorsey & Whitney LLP, as to the legality of the securities offered
 
   
23.1
  Consent of Tanner LC, Independent Registered Public Accounting Firm
 
   
23.2
  Consent of KPMG LLP, Independent Registered Public Accounting Firm
 
   
23.3
  Consent of Dorsey & Whitney LLP (included in Exhibit No. 5.1)
 
   
24.1
  Powers of Attorney (included with the signatures in Part II of this registration statement)

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lindon, State of Utah on January 26, 2007.
             
    THE SCO GROUP, INC.    
 
           
 
  By   /s/ Darl C. McBride    
 
           
 
  Name:   Darl C. McBride    
 
  Title:   Chief Executive Officer    
POWERS OF ATTORNEY
     Each person whose signature to this Registration Statement appears below hereby constitutes and appoints Darl C. McBride and Bert B. Young, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
         
Signature   Title   Date
 
/s/ Darl C. McBride
 
  Chief Executive Officer (Principal executive officer) and Director   January 26, 2007
Darl C. McBride
       
 
       
/s/ Bert B. Young
 
  Chief Financial Officer (Principal financial and accounting officer)   January 26, 2007
Bert B. Young
       
 
       
/s/ Ralph J. Yarro III
 
  Chairman of the Board of Directors   January 26, 2007
Ralph J. Yarro III
       
 
       
/s/ Edward E. Iacobucci
 
  Director   January 26, 2007
Edward E. Iacobucci
       
 
       
/s/ Darcy G. Mott
 
  Director   January 26, 2007
Darcy G. Mott
       
 
       
/s/ Daniel W. Campbell
 
  Director   January 26, 2007
Daniel W. Campbell
       
 
       
/s/ R. Duff Thompson
 
  Director   January 26, 2007
R. Duff Thompson
       
 
       
/s/ Omar T. Leeman
 
  Director   January 26, 2007
Omar T. Leeman
       
 
       
/s/ J. Kent Millington
 
J. Kent Millington
  Director   January 26, 2007

 


 

THE SCO GROUP, INC.
EXHIBIT INDEX
     
Exhibit No.   Description
4.1
  Amended and Restated Certificate of Incorporation of Caldera International, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
 
   
4.2
  Certificate of Amendment to Amended and Restated Certificate of Incorporation regarding consolidation of outstanding shares (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
 
   
4.3
  Certificate of Amendment to Amended and Restated Certificate of Incorporation regarding change of name to The SCO Group, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
 
   
4.4
  Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
 
   
4.5
  Rights Agreement dated as of August 10, 2004 by and between the Registrant and Computershare Trust Company, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on September 1, 2004 (File No. 000-29911))
 
   
5.1
  Opinion of Dorsey & Whitney LLP, as to the legality of the securities offered
 
   
23.1
  Consent of Tanner LC, Independent Registered Public Accounting Firm
 
   
23.2
  Consent of KPMG LLP, Independent Registered Public Accounting Firm
 
   
23.3
  Consent of Dorsey & Whitney LLP (included in Exhibit No. 5.1)
 
   
24.1
  Powers of Attorney (included with the signatures in Part II of this registration statement)