-----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, PaZnSmrsv4JNE1qJQrt5cASfM1um6r6FYkEDD3ka4IqzRku4flLLt8aFWtiAYDBH GVRNpCiHZ0Gv30EnHLK9rw== 0000891020-07-000022.txt : 20070126 0000891020-07-000022.hdr.sgml : 20070126 20070126171926 ACCESSION NUMBER: 0000891020-07-000022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070126 DATE AS OF CHANGE: 20070126 EFFECTIVENESS DATE: 20070126 FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-140258 FILM NUMBER: 07557612 BUSINESS ADDRESS: STREET 1: 355 S 520 W, SUITE 100 CITY: LINDON STATE: UT ZIP: 84042 BUSINESS PHONE: 8017654999 MAIL ADDRESS: STREET 1: 355 S 520 W CITY: LINDON STATE: UT ZIP: 84042 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 S-8 1 v26724sv8.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
(State or other jurisdiction of
incorporation or organization)
  87-0662823
(I.R.S. Employer
Identification No.)
355 South 520 West
Lindon, Utah 84042
Telephone: (801) 765-4999
(Address of principal executive offices,
including zip code)
THE SCO GROUP, INC.
2004 OMNIBUS STOCK INCENTIVE PLAN

(Full title of the plan)
     
Darl C. McBride
Chief Executive Officer
  Copy to:
The SCO Group, Inc.
355 South 520 West
Lindon, Utah 84042
(Name and address of agent for service)
  Nolan S. Taylor
Dorsey & Whitney, LLP
170 South Main Street, Suite 900
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”)(3)
      632,819       $ 1.06       $ 670,788.14       $ 71.77    
 
 
(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 SCO Group, Inc. 2004 Omnibus Stock Incentive 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. 333-124101 and Registration No. 333-131350) 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
 
Darl C. McBride
  Chief Executive Officer (Principal executive officer) and Director    January 26, 2007
 
       
/s/ Bert B. Young
 
Bert B. Young
  Chief Financial Officer (Principal financial and accounting officer)    January 26, 2007
 
       
/s/ Ralph J. Yarro III
 
Ralph J. Yarro III
  Chairman of the Board of Directors    January 26, 2007
 
       
/s/ Edward E. Iacobucci
 
Edward E. Iacobucci
  Director    January 26, 2007
 
       
/s/ Darcy G. Mott
 
Darcy G. Mott
  Director    January 26, 2007
 
       
/s/ Daniel W. Campbell
 
Daniel W. Campbell
  Director    January 26, 2007
 
       
/s/ R. Duff Thompson
 
R. Duff Thompson
  Director    January 26, 2007
 
       
/s/ Omar T. Leeman
 
Omar T. Leeman
  Director    January 26, 2007
 
       
/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)

EX-5.1 2 v26724exv5w1.htm EXHIBIT 5.1 exv5w1
 

Exhibit 5.1
January 26, 2007
The SCO Group, Inc.
355 South 520 West, Suite 100
Lindon, Utah 84042
     Re: Registration Statement on Form S-8
     Ladies and Gentlemen:
     We have acted as counsel to The SCO Group, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 relating to the sale by the Company from time to time of up to 632,819 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), which are to be offered and sold under the The SCO Group, Inc. 2004 Omnibus Stock Incentive Plan (the “Plan”).
     We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below.
     In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.
     Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
     Our opinion expressed above is limited to the laws of the State of Utah and the Delaware General Corporation Law.


 

The SCO Group, Inc.
January 26, 2007
Page 2
     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
NST

EX-23.1 3 v26724exv23w1.htm EXHIBIT 23.1 exv23w1
 

EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
The SCO Group, Inc.
We consent to the use of our report dated January 26, 2007, with respect to the consolidated balance sheets of The SCO Group, Inc. and subsidiaries as of October 31, 2006 and 2005, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the financial statement schedule as of and for the years ended October 31, 2006 and 2005, incorporated by reference in this registration statement.
/s/ Tanner LC
Salt Lake City, Utah
January 26, 2007

EX-23.2 4 v26724exv23w2.htm EXHIBIT 23.2 exv23w2
 

EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors of
The SCO Group, Inc.:
We consent to the use of our report dated February 18, 2005, except as to Note 16, which is as of March 11, 2005, with respect to the consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for the year ended October 31, 2004, and the related financial statement schedule, incorporated herein by reference.
     
/s/ KPMG LLP
   
     
 
Salt Lake City, Utah
   
January 26, 2007
   

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