S-8

As filed with the Securities and Exchange Commission on February 15, 2008

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	87-0662823
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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	Copy to:
Chief Executive Officer
The SCO Group, Inc.	Nolan S. Taylor
355 South 520 West	Dorsey & Whitney, LLP
Lindon, Utah 84042	136 South Main Street, Suite 1000
(801) 765-4999	Salt Lake City, Utah 84101
(Name, address and telephone number,
including area code, of
agent for service of process)

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
	(Do not check if a smaller reporting company)

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)	644,543	$0.06	$38,672.58	$1.52

(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 Pink Sheets on February 13, 2008.
(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, Registration No. 333-131350 and Registration No. 333-140258) are hereby incorporated by reference in this registration statement, except as revised in Part II of 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 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 February 15, 2008.

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 Kenneth R. Nielsen, 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
Principal Executive Officer:
/s/ Darl C. McBride Darl C. McBride	President, Chief Executive Officer and Director	February 15, 2008
Principal Financial and Accounting Officer:
/s/ Kenneth R. Nielsen Kenneth R. Nielsen	Chief Financial Officer	February 15, 2008
Directors:
/s/ Ralph J. Yarro III Ralph J. Yarro III	Chairman of the Board of Directors	February 15, 2008
/s/ Darcy G. Mott Darcy G. Mott	Director	February 15, 2008
/s/ R. Duff Thompson R. Duff Thompson	Director	February 11, 2008
/s/ J. Kent Millington J. Kent Millington	Director	February 11, 2008
/s/ Daniel W. Campbell Daniel W. Campbell	Director	February 15, 2008
/s/ Omar T. Leeman Omar T. Leeman	Director	February 15, 2008

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 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

Exhibit 5.1

OPINION AND CONSENT OF DORSEY & WHITNEY LLP

February 15, 2008

The SCO Group, Inc.
355 South 520 West, Suite 100
Lindon, Utah 84042

Re:  Registration Statement on Form S-8
for Offering 644,543 Shares of Common Stock

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 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company from time to time of up to 644,543 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), pursuant to The SCO Group, Inc. 2004 Omnibus Stock Incentive Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K of the Act.

     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.

The SCO Group, Inc.
February 15, 2008
Page 2

     Our opinion expressed above is limited to the Delaware General Corporation Law, and we express no opinion with respect to the applicability of any other laws. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

     This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Our opinions are expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares.

Very truly yours,

/S/ DORSEY & WHITNEY LLP

Dorsey & Whitney LLP
 

EX-23.1

Exhibit 23.1

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 January 28, 2008, with respect to the consolidated balance sheets of The SCO Group, Inc. and subsidiaries (debtors-in-possession) (collectively, the Company) as of October 31, 2007 and 2006, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the years in the three-year period ended October 31, 2007, and the financial statement schedule as of and for the years ended October 31, 2007, 2006 and 2005, incorporated by reference in this registration statement. Our report dated January 28, 2008 with respect to the consolidated financial statements includes an explanatory paragraph relating to uncertainties as to the Company’s ability to continue as a going concern.

/s/ Tanner LC

Salt Lake City, Utah
February 15, 2008