-----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, V9OiQjpv34hyGUfr0i7TUd59kcGAKCdKJiVUOEow8SlUJUg6QUjnQWRbCAGIdHMv 5eHY4O39IOUtcap88P+9QA== 0000912057-02-037104.txt : 20020927 0000912057-02-037104.hdr.sgml : 20020927 20020927152554 ACCESSION NUMBER: 0000912057-02-037104 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020731 FILED AS OF DATE: 20020927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALDERA INTERNATIONAL INC/UT CENTRAL INDEX KEY: 0001102542 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870662823 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29911 FILM NUMBER: 02774713 BUSINESS ADDRESS: STREET 1: 240 W CENTER ST CITY: OREM STATE: UT ZIP: 84057 BUSINESS PHONE: 8017654999 FORMER COMPANY: FORMER CONFORMED NAME: CALDERA SYSTEMS INC DATE OF NAME CHANGE: 20000104 10-Q/A 1 a2090271z10-qa.txt 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.1 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JULY 31, 2002 OR [ ] 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 0-29911 CALDERA INTERNATIONAL, 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 Number) 355 South 520 West Suite 100 Lindon, Utah 84042 (Address of principal executive office and zip code) (801) 765-4999 (Registrant's telephone number, including area code) 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 filing requirements for the past 90 days. YES [X] NO [ ] AS OF SEPTEMBER 26, 2002, THERE WERE 11,362,431 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING. This amendment on Form 10-Q/A is being filed for the purpose of including the certification required by Section 906 of the Sarbanes-Oxley Act of 2002, included herewith as Exhibit 99.1. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K On May 9, 2002, the Company issued a current report on Form 8-K announcing the layoff of employees and the closing of facilities as well as an earnings warning that revenue would be less than previously announced. On May 13, 2002, the Company issued a current report on Form 8-K announcing a change in certifying accountants dismissing Arthur Andersen LLP and appointing KPMG LLP. On July 24, 2002, the Company issued a current report on Form 8-K announcing it had completed the repurchase of 4.3 million shares of its common stock from two shareholders for $4.0 million. ITEM 7. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 27, 2002 CALDERA INTERNATIONAL, INC. By: /s/ Robert K. Bench -------------------------- Robert K. Bench Chief Financial Officer (Principal Financial Officer) 2 CERTIFICATION PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTEDPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this amendment to the quarterly report on Form 10-Q of Caldera International, Inc. for the quarter ended July 31, 2002, the following officers of Caldera International, Inc. each hereby certify: 1. I have reviewed this Form 10-Q/A; 2. Based on my knowledge, this amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the quarterly report; and 3. Based on my knowledge, the financial statements, and other financial information included in this amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the quarterly report. By: /s/ Darl Mcbride --------------------------- Darl McBride President and Chief Executive Officer /s/ Robert K. Bench --------------------------- Robert K. Bench Chief Financial Officer Date: September 27, 2002 3 EX-99.1 3 a2090271zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Caldera International, Inc. (the "Company") on Form 10-Q, as amended by this amendment on Form 10Q/A, for the quarter ended July 31, 2002, the undersigned each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of each of our knowledge: 1. The quarterly report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 2. The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ Darl Mcbride --------------------------- Darl McBride President and Chief Executive Officer /s/ Robert K. Bench --------------------------- Robert K. Bench Chief Financial Officer Date: September 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----