-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ryex8S/Gib/2FYDM2g+pZ8Z9yEAzg6pSkd7D545p+eGh85c2fpU2suVuKEpltoe8 cr/x6QVvVGIHs4vZ4ENRlA== 0001035704-01-000237.txt : 20010327 0001035704-01-000237.hdr.sgml : 20010327 ACCESSION NUMBER: 0001035704-01-000237 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20010326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA CRUZ OPERATION INC CENTRAL INDEX KEY: 0000851560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942549086 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-21484 FILM NUMBER: 1578229 BUSINESS ADDRESS: STREET 1: 425 ENCINAL STREET STREET 2: PO BOX 1900 CITY: SANTA CRUZ STATE: CA ZIP: 95060 BUSINESS PHONE: 4084277172 10-K/A 1 d83665a2e10-ka.txt AMENDMENT NO. 2 TO FORM 10-K 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 10-K/A (AMENDMENT NO. 2) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO --------------------- COMMISSION FILE NUMBER 0-21484 THE SANTA CRUZ OPERATION, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 94-2549086 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 400 ENCINAL STREET, SANTA CRUZ, CALIFORNIA 95060 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (831) 425-7222 Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights Common Stock, No Par Value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Registrant became subject to such filing requirements on May 25, 1993 as a result of its initial public offering. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on November 1, 2000 as reported on the Nasdaq National Market was approximately $4.0938 Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of November 1, 2000, registrant had 39,441,763 shares of Common Stock outstanding. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K (a) Documents filed as part of Form 10-K 1. Financial Statement Schedule
SCHEDULE PAGE NUMBER DESCRIPTION NUMBER -------- ----------- ------ II Valuation and Qualifying Accounts 26
The independent auditors' reports with respect to the above-listed financial statement schedule appears on page 25 of this report on Form 10-K. Financial statement schedules other than those listed above have been omitted since they are either not required, not applicable, or the information is shown in the financial statements or notes thereto. 2. Exhibit Listing
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.0 -- Asset Purchase Agreement By and Between The Santa Cruz Operation, Inc. and Novell, Inc.(4) 3.1 -- Restated Articles of Incorporation of Registrant.(2) 3.2 -- Bylaws of Registrant, as amended.(5) 4.1 -- Specimen Common Stock Certificate of Registrant.(1) 10.11 -- Software License Agreement with Locus Computing Corporation effective January 11, 1989.(1) 10.12 -- Lease with Encinal Partnership No. 1 commencing May 1, 1991 (100 Pioneer Street).(1) 10.13 -- Lease with Encinal Partnership No. 1 commencing January 1, 1989 (425 Encinal Street).(1) 10.14 -- Lease with Wave Crest Development, Inc. commencing August 1, 1987 (440 Encinal Street).(1) 10.15 -- Lease with Wave Crest Development, Inc. commencing June 1, 1988 (400 Encinal Street).(1) 10.16 -- Lease with Wave Crest Development, Inc. commencing July 1, 1988 (399 Encinal Street).(1) 10.17 -- Form of Indemnification Agreement.(1) 10.18 -- Master Registration Rights Agreement as amended.(1) 10.19 -- 1993 Stock Purchase Plan and form of Stock Purchase Agreement.(3)(8)
3
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.20 -- 1994 Incentive Stock Option Plan and form of Incentive Stock Option Agreement.(3)(8) 10.21 -- 401(k) Plan, as amended.(1)(8) 10.23 -- Revised 1993 Employee Stock Purchase Plan.(5)(8) 10.24 -- 1993 Director Stock Option Plan.(1)(8) 10.34 -- Shareholders' Rights Agreement.(6) 10.35 -- Change-in-control agreement between the Company and certain key management.(8) 10.36 -- Employment Agreement with Alok Mohan.(7) 21.1 -- Subsidiaries of Registrant.(9) 23.1 -- Consent of Independent Accountants. 27.1 -- Financial Data Schedule.(9)
- --------------- (1) Incorporated by reference to Registration Statement 33-60548 on Form S-1. (2) Incorporated by reference to the Form 10-K filed on December 24, 1993. (3) Incorporated by reference to the Form 10-K filed on December 23, 1994. (4) Incorporated by reference to the Form 8-K filed on December 20, 1995. (5) Incorporated by reference to the Form 10-K filed on December 22, 1995. (6) Incorporated by reference to the Form 8-A12G filed on September 18, 1997. (7) Incorporated by reference to the Form 10-K filed on December 23, 1998. (8) Designates management contracts or compensatory plans, contracts or arrangements. (9) Incorporated by reference to the Amendment No. 1 to Form 10-K filed on March 23, 2002. (b) Reports on Form 8-K. On September 22, 2000, the Company filed a Current Report on Form 8-K to report that the Company had entered into an agreement to sell 409,375 units as $32.00. A unit consists of eight shares of common stock of the Company and a warrant to purchase either two additional shares of the Company's common stock at $4.00 per share or one share of the common stock of Caldera held by the Company at $8.00 per share. The warrants for the Caldera shares can be exercised only if the Agreement between the Company and Caldera is consummated. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. THE SANTA CRUZ OPERATION, INC. By: /s/ RANDALL BRESEE By: /s/ STEVEN M. SABBATH - --------------------------------------------- --------------------------------------------- Randall Bresee Steven M. Sabbath Senior Vice President, Senior Vice President, Chief Financial Officer Law and Corporate Affairs & Secretary Date: March 26, 2001 Date: March 26, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
NAME TITLE DATE - ---- ----- ---- * President, Chief Executive March 26, 2001 - ----------------------------------------------------- Officer and Director Douglas L. Michels * Chairman of the Board of March 26, 2001 - ----------------------------------------------------- Directors Alok Mohan * Director March 26, 2001 - ----------------------------------------------------- Gilbert P. Williamson * Director March 26, 2001 - ----------------------------------------------------- Ronald Lachman * Director March 26, 2001 - ----------------------------------------------------- Robert M. McClure * Director March 26, 2001 - ----------------------------------------------------- R. Duff Thompson * Director March 26, 2001 - ----------------------------------------------------- Ninian Eadie
* By: /s/ STEVEN M. SABBATH ------------------------------------------------- Steven M. Sabbath Attorney-in-fact 5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.0 -- Asset Purchase Agreement By and Between The Santa Cruz Operation, Inc. and Novell, Inc.(4) 3.1 -- Restated Articles of Incorporation of Registrant.(2) 3.2 -- Bylaws of Registrant, as amended.(5) 4.1 -- Specimen Common Stock Certificate of Registrant.(1) 10.11 -- Software License Agreement with Locus Computing Corporation effective January 11, 1989.(1) 10.12 -- Lease with Encinal Partnership No. 1 commencing May 1, 1991 (100 Pioneer Street).(1) 10.13 -- Lease with Encinal Partnership No. 1 commencing January 1, 1989 (425 Encinal Street).(1) 10.14 -- Lease with Wave Crest Development, Inc. commencing August 1, 1987 (440 Encinal Street).(1) 10.15 -- Lease with Wave Crest Development, Inc. commencing June 1, 1988 (400 Encinal Street).(1) 10.16 -- Lease with Wave Crest Development, Inc. commencing July 1, 1988 (399 Encinal Street).(1) 10.17 -- Form of Indemnification Agreement.(1) 10.18 -- Master Registration Rights Agreement as amended.(1) 10.19 -- 1993 Stock Purchase Plan and form of Stock Purchase Agreement.(3)(8) 10.20 -- 1994 Incentive Stock Option Plan and form of Incentive Stock Option Agreement.(3)(8) 10.21 -- 401(k) Plan, as amended.(1)(8) 10.23 -- Revised 1993 Employee Stock Purchase Plan.(5)(8) 10.24 -- 1993 Director Stock Option Plan.(1)(8) 10.34 -- Shareholders' Rights Agreement.(6) 10.35 -- Change-in-control agreement between the Company and certain key management.(8) 10.36 -- Employment Agreement with Alok Mohan.(7) 21.1 -- Subsidiaries of Registrant.(9) 23.1 -- Consent of Independent Accountants. 27.1 -- Financial Data Schedule.(9)
- --------------- (1) Incorporated by reference to Registration Statement 33-60548 on Form S-1. (2) Incorporated by reference to the Form 10-K filed on December 24, 1993. (3) Incorporated by reference to the Form 10-K filed on December 23, 1994. (4) Incorporated by reference to the Form 8-K filed on December 20, 1995. (5) Incorporated by reference to the Form 10-K filed on December 22, 1995. (6) Incorporated by reference to the Form 8-A12G filed on September 18, 1997. (7) Incorporated by reference to the Form 10-K filed on December 23, 1998. (8) Designates management contracts or compensatory plans, contracts or arrangements. (9) Incorporated by reference to the Amendment No. 1 to Form 10-K filed on March 23, 2001. EX-23.1 2 d83665a2ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-49812) and Form S-8 (No. 333-47436) of The Santa Cruz Operation, Inc. of our report dated October 23, 2000, except for the last paragraph of Note 1, which is as of January 8, 2001, relating to the financial statements and financial statement schedule, which appears in this Form 10-K/A. /s/ Pricewaterhouse Coopers LLP PricewaterhouseCoopers LLP San Jose, California March 22, 2001 -----END PRIVACY-ENHANCED MESSAGE-----