0001047469-05-007313.txt : 20120618 0001047469-05-007313.hdr.sgml : 20120618 20050322171612 ACCESSION NUMBER: 0001047469-05-007313 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050322 DATE AS OF CHANGE: 20050322 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCO GROUP INC CENTRAL INDEX KEY: 0001102542 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870662823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59433 FILM NUMBER: 05697353 BUSINESS ADDRESS: STREET 1: 355 S 520 W, SUITE 100 CITY: LINDON STATE: UT ZIP: 84042 BUSINESS PHONE: 8017654999 FORMER COMPANY: FORMER CONFORMED NAME: CALDERA INTERNATIONAL INC/UT DATE OF NAME CHANGE: 20001101 FORMER COMPANY: FORMER CONFORMED NAME: CALDERA SYSTEMS INC DATE OF NAME CHANGE: 20000104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YARRO RALPH J CENTRAL INDEX KEY: 0001119755 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 8012292223 MAIL ADDRESS: STREET 1: 240 WEST CENTER STREET CITY: OREM STATE: UT ZIP: 84057 SC 13D 1 a2154189zsc13d.htm SC 13D
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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).

CUSIP No. 78403A106



1.   Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ralph James Yarro, III

2.   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  o
                (b)  o

3.   SEC Use Only

           

4.   Source of Funds (See Instructions)
PF, OO

5.   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
                o

6.   Citizenship or Place of Organization
United States of America


Number of
Shares

 

7.

 

Sole Voting Power
5,621,885

 

 
Beneficially  
Owned by
Each
  8.   Shared Voting Power
0
   
Reporting  
Person
With
  9.   Sole Dispositive Power
5,621,885
   
       
        10.   Shared Dispositive Power
0
   

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
5,621,885

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
                o

13.   Percent of Class Represented by Amount in Row (11)
31.4%

14.   Type of Reporting Person (See Instructions)
IN


Item 1. Security and Issuer.

        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.


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.

Date: March 21, 2005


 

 

 

 

 

By:

 

/s/  
RALPH J. YARRO      
    Name/Title: Ralph J. Yarro



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SIGNATURE
EX-1 2 a2154189zex-1.htm EX 1
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EXHIBIT 1


STOCK PURCHASE AGREEMENT

        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.
Purchase of Shares.

        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.
Representations and Warranties of Seller and 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.

3.
Restrictive Legends. In order to reflect the restrictions on the disposition of the Shares, the Shares will be endorsed with appropriate restrictive legends.

4.
Attorneys' Fees. The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys' fees and costs in connection with such action.

5.
SCO Materials. Within thirty (30) days of the date hereof, Seller will turn over to Purchaser and Darcy G. Mott ("Mott") all records and documents related to the Company, whether in hard copy or electronic format, including, without limitation, the following: all documents related to the subpoena previously served on Seller by IBM; Purchaser's and Mott's Company board books, and all of Purchaser's and Mott's emails related to the Company. Seller may retain copies of any such records it reasonably determines that it needs, with copies to be obtained at Seller's own expense.

6.
Miscellaneous Provisions.

        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.

 

 

By:

 

/s/  
WILLIAM MUSTARD      
William Mustard
Its: President & CEO

 

 

 

 

/s/  
RALPH J. YARRO III      
Ralph J. Yarro III



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STOCK PURCHASE AGREEMENT