UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
The SCO Group, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
78403A106
(CUSIP Number)
Ralph James Yarro III
c/o The SCO Group, Inc.
355 South 520 West
Lindon, Utah 84042
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 11, 2005
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph James Yarro, III |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o | ||||||
(b) o | ||||||||
3. | SEC Use Only |
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4. | Source of Funds (See Instructions) PF, OO |
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5. | Check 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 United States of America |
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Number of Shares |
7. |
Sole Voting Power 5,621,885 |
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Beneficially | ||||||||
Owned by Each |
8. | Shared Voting Power 0 |
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Reporting | ||||||||
Person With |
9. | Sole Dispositive Power 5,621,885 |
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10. | Shared Dispositive Power 0 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,621,885 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |||||||
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13. | Percent of Class Represented by Amount in Row (11) 31.4% |
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14. | Type of Reporting Person (See Instructions) IN |
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This statement on Schedule 13D relates to the common stock, par value $0.001 per share ("Common Stock"), of The SCO Group, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 355 South 520 West, Lindon, Utah 84042.
Item 2. Identity and Background.
(a) Ralph J. Yarro
(b) Business Address: c/o The SCO Group, Inc., 355 South 520 West, Lindon, Utah 84042.
(c) Director of the Company
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration.
On March 11, 2005 Mr. Yarro acquired 5,492,834 shares of Common Stock pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") (the terms of which are hereby incorporated by reference), dated as of March 11, 2005 by and between The Canopy Group, Inc. ("The Canopy Group") and Mr. Yarro. Pursuant to the terms of the Stock Purchase Agreement, Mr. Yarro agreed to (i) the termination of that certain Shareholder Agreement dated November 8, 2000, by and among The Canopy Group, Mr. Yarro and the primary shareholders of The Canopy Group, and (ii) the transfer to The Canopy Group of certain shares of common stock of The Canopy Group held by Mr. Yarro.
Item 4. Purpose of Transaction.
On March 11, 2005, Mr. Yarro and The Canopy Group entered into the Stock Purchase Agreement, pursuant to which Mr. Yarro acquired 5,492,834 shares of Common Stock of the Company in exchange for certain consideration described in Item 3 above and in the Stock Purchase Agreement (the terms of which are hereby incorporated by reference). Mr. Yarro acquired these shares for investment purposes.
Mr. Yarro does not have any present plans or proposals that relate to or would result in the occurrence of any of the events or matters described in Item 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Yarro is deemed the beneficial owner of 5,621,885 shares of Common Stock of the Company representing 31.4% of the Common Stock of the Company outstanding as of March 15, 2005. This number includes (i) 5,531,885 shares of Common Stock currently owned individually by Mr. Yarro, and (ii) 90,000 currently exercisable options.
(b) Mr. Yarro has sole voting power over 5,621,885 shares of the Common Stock and shared voting power over 0 shares of the Common Stock. He has sole dispositive power over 5,621,885 shares of the Common Stock and shared dispositive power over 0 shares of the Common Stock.
(c) Except as reported above in Item 3, Mr. Yarro has not effected any transactions in the Common Stock during the past 60 days.
(d) No other person has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities owned by Mr. Yarro.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth under Items 3, 4 and 5 and the agreement set forth on the Exhibits attached hereto is incorporated herein by reference. As described in Item 3 above, pursuant to the Stock Purchase Agreement Mr. Yarro acquired 5,492,834 shares of Common Stock.
Mr. Yarro holds options to purchase shares of Common Stock pursuant to the Company's stock option and incentive plans.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Stock Purchase Agreement, by and between Mr. Yarro and The Canopy Group, dated as of March 11, 2005.
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.
Date: March 21, 2005
By: |
/s/ RALPH J. YARRO |
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Name/Title: Ralph J. Yarro |
EXHIBIT 1
This Stock Purchase Agreement (this "Agreement") is made as of the 11th day of March 2005 by and between The Canopy Group, Inc., a Utah corporation (the "Seller"), and Ralph J. Yarro III, an individual residing in the State of Utah (the "Purchaser").
WHEREAS, Seller desires to sell and Purchaser desires to purchase all of the shares of common stock of The SCO Group, Inc., a Delaware corporation (the "Company") owned by Seller, together with Seller's rights for any future shares of the Company, on the terms and conditions hereinafter set forth;
WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Company and Yarro have entered into the Settlement Agreement and Release of All Claims (the "Settlement Agreement");
NOW, THEREFORE, for and in consideration of the promises contained herein and in the Settlement Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.1 Purchase. Seller hereby sells to Purchaser, and Purchaser hereby purchases, all of the capital stock Seller owns in the Company, which amount approximates 5,492,834 shares of the common stock of the Company, together with all of Seller's rights and securities entitlements for any shares of capital stock and securities entitlements of the Company (the "Shares"), for and in partial consideration of (i) the termination of that certain Shareholder Agreement dated November 8, 2000, by and among Seller, Purchaser and the primary shareholders of Seller, and (ii) the transfer to Seller of certain shares of common stock of Seller held by Purchaser (the "Consideration"). The Consideration is also providing certain additional benefits to Purchaser pursuant to the Settlement Agreement.
1.2 Delivery of Shares. Upon delivery of the Consideration, which shall constitute full payment for the Shares, and simultaneously with the delivery and/or payment of the additional benefits to Purchaser pursuant to the Settlement Agreement, Seller shall make all necessary instructions to its agents to deliver the Shares to the designated brokerage account of Purchaser.
2.1 Representations of Seller. Seller hereby represents and warrants to Purchaser as follows:
(a) Seller has good and valid title to the Shares, free and clear of all liens, encumbrances and restrictions on transfer and is legally entitled to sell the Shares hereunder, and such sale will not violate the terms or conditions of any agreement to which Seller is a party or by which Seller is bound.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any provision of any instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien, charge or encumbrance upon the Shares.
(c) To the best knowledge of Seller, no event has occurred or is reasonably likely to occur immediately that would have a material affect on the assets, business, prospects, financial condition, or results of operations of the Company.
2.2 Purchaser Representations and Warranties. Purchaser hereby represents and warrants to Seller that:
(a) Purchaser acknowledges he is aware the Shares are deemed to constitute "restricted securities" under Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). In this connection, Purchaser warrants and represents that he is purchasing the Shares for his own account and has no present intention of distributing or selling said Shares except as permitted under the Securities Act.
(b) Purchaser is an Accredited Investor as defined in Section 501 of Regulation D promulgated under the Securities Act and is experienced in evaluating and investing in securities of companies and acknowledges that he has the capacity to protect his own interests in connection with the purchase of the Shares, can bear the economic risk of his investment, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in the Shares.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any provision of any instrument, judgment, order, writ, decree or contract to which Purchaser is a party.
(d) To the best knowledge of Purchaser, no event has occurred or is reasonably likely to occur immediately that would have a material affect on the assets, business, prospects, financial condition, or results of operations of the Company.
6.1 Further Action. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement as soon as possible.
6.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah, as such laws are applied to contracts entered into and performed in such State.
6.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.
THE CANOPY GROUP, INC. |
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By: |
/s/ WILLIAM MUSTARD William Mustard Its: President & CEO |
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/s/ RALPH J. YARRO III Ralph J. Yarro III |