NT 10-K 1 a2150650znt10-k.htm NT 10-K
Washington, D.C. 20549

FORM 12b-25


Commission File No. 0-29911

(Check one):


ý Form 10-K


o Form 20-F


o Form 10-Q


o Form N-SAR


o Form N-CSR











    For Period Ended:   October 31, 2004
    o Transition Report on Form 10-K
    o Transition Report on Form 20-F
    o Transition Report on Form 11-K
    o Transition Report on Form 10-Q
    o Transition Report on Form N-SAR
    o Transition Report on Form N-CSR
    For the Transition Period Ended:  

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.











If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A


The SCO Group, Inc.

Full Name of Registrant


Former Name if Applicable

355 South 520 West

Address of Principal Executive Office (Street and Number)

Lindon, Utah 84042

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)





The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
ý   (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
    (c)   The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

        The SCO Group, Inc. (the "Company") hereby requests an extension of time to file its Annual Report on Form 10-K for the period ended October 31, 2004. The Company was unable to file its Form 10-K by January 31, 2005 without unreasonable effort or expense because the Company needs more time to adequately compile and analyze supporting documentation and provide such documentation to its auditor. Consequently, the Company's auditor was unable to complete the audit of the Company's financial statements within the necessary period of time. The Company currently anticipates that the Form 10-K will be filed by no later than the fifteenth calendar day following the date on which the Form 10-K was due.


(1)   Name and telephone number of person to contact in regard to this notification







    Bert B. Young
(Area Code)
(Telephone Number)







(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).







Yes ý        No o



(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
            Yes o*        No o*
    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company is examining certain matters related to the issuance of shares of common stock issued under the Company's 2000 Employee Stock Purchase Plan and potentially its other equity compensation plans. More time is needed to compile and analyze all relevant data.


        The SCO Group, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 31, 2005



      Name: Bert B. Young
      Title: Chief Financial Officer

Instruction: This form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.


Exhibit A

January 28, 2005

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

Ladies and Gentlemen:

Pursuant to Rule 12b-25 of the General Rules and Regulations under the Securities and Exchange Act of 1934, we inform you that we have been furnished a copy of the Form 12b-25 to be filed by The SCO Group, Inc. (the "Company") on or about January 31, 2005, which contains notification of the registrant's inability to file its Form 10-K by January 31, 2005. We have read the Company's statements contained in Part III therein and we agree with the stated reason as to why we have been unable to complete our audit and report on the Company's financial statements for the year ended October 31, 2004, to be included in its Form 10-K.

Very truly yours,