-----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, OHtrejTw9IS+HJF7yB44vUIoyiPpkxRTkzCqTnEB1OWn4P1AR57P32a8buIntHlF N9FoM1kVUJj5GghVxQfOPw== 0001104659-05-037313.txt : 20050808 0001104659-05-037313.hdr.sgml : 20050808 20050808171752 ACCESSION NUMBER: 0001104659-05-037313 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050801 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29911 FILM NUMBER: 051006671 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 8-K 1 a05-14496_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  August 1, 2005

 

The SCO Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-29911

 

87-0662823

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

355 South 520 West

Lindon, Utah 84042

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code:  (801) 765-4999

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 1.01.                                          Entry into a Material Definitive Agreement.

 

On August 1, 2005, The SCO Group, Inc. (the “Company”) appointed Tim Negris as its senior vice president of marketing.  Mr. Negris will receive an annual salary of $140,000 and an option to purchase 150,000 shares of common stock of the Company at an exercise price equal to the fair market value of the Company’s common stock on the date of grant.  Mr. Negris’ option will be governed by the Company’s 2004 Omnibus Stock Incentive Plan.  Mr. Negris is also eligible to participate in the Company’s 2005 employee incentive bonus program, for a maximum target bonus of up to 80% of his base salary, pro rated from his start date.

 

On August 8, 2005, the Company promoted Sandeep Gupta to the position of chief technology officer.  Mr. Gupta will receive an annual salary of $140,000.  Mr. Gupta will continue to be eligible to participate in the Company’s 2005 employee incentive bonus program for a maximum target bonus of up to 40% of his base salary, and he may receive an additional bonus for specific product deliverables in addition to the bonus he receives pursuant to the employee incentive bonus program.

 

The Company also intends to enter into, with Mr. Negris and Mr. Gupta, the Company’s standard form of indemnification agreement for executive officers and directors, the form of which has previously been filed with the Securities and Exchange Commission on May 18, 2005, as Exhibit 10.36 to the Company’s Post-Effective Amendment No. 1 to Form S-3 on Form S-1.  For more information concerning the Company’s 2005 employee incentive bonus plan, please see the Company’s Form 10-Q filed with the Securities and Exchange Commission on April 14, 2005.

 

Item 9.01.                                          Financial Statements and Exhibits.

 

(c)                                  Exhibits

 

99.1

 

Press Release dated August 8, 2005.

 

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  August 8, 2005

 

 

THE SCO GROUP, INC.

 

 

 

By:

/s/ Bert B. Young

 

 

Name:

Bert B. Young

 

Title:

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

99.1

 

Press Release dated August 8, 2005.

 

4


 

EX-99.1 2 a05-14496_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

 

CONTACT:

Blake Stowell

The SCO Group

bstowell@sco.com

Tel:  (801) 932-5703

www.sco.com

 

SCO NAMES TIM NEGRIS AS SENIOR VICE PRESIDENT OF MARKETING;
PROMOTES SANDEEP GUPTA TO CHIEF TECHNOLOGY OFFICER

 

Experienced Senior Marketing Executive and Long-Time UNIX Guru Join SCO Executive Team

 

LAS VEGAS—SCO Forum—August 8, 2005—The SCO Group, Inc. (SCO) (Nasdaq: SCOX), owner of the UNIX operating system and a leading provider of UNIX-based solutions, today announced the appointment of Tim Negris to the position of senior vice president of marketing, and the promotion of Sandeep “Sandy” Gupta to the position of chief technology officer. Negris and Gupta bring solid backgrounds in both marketing and technology leadership to the SCO executive team. Negris and Gupta will report directly to Darl McBride, president and CEO of the SCO Group.

 

“The combined talents of both Tim and Sandy put our company in a strategic position to execute on our overall product and corporate vision,” said Darl McBride, president and CEO, the SCO Group. “By increasing the strength of our marketing and technology leadership, we’re better equipped to accomplish our goal of building world-class software, accelerating a movement toward more agile business computing and delivering outstanding marketing programs and customer service to our valued customers, partners and resellers.”

 

“SCO’s exciting new products, rich technical assets, deep management bench, and broad base of customers and partners add up to a great untold story and promising market opportunity for this company,” said Tim Negris, vice president of marketing, the SCO Group. “Today, when somebody orders fast food or makes a phone call anywhere in the world, there is probably a SCO operating system helping to make it happen. Going forward, the recent product performance enhancements will enable SCO’s customers and partners to

 



 

address even larger solution challenges and opportunities. The coming products will also bring SCO innovation to a wide range of new markets and applications. If you want to understand SCO’s mission as a company, look at the tech, not the torts. I did, and that’s why I am here.”

 

Tim Negris, Vice President of Marketing

In his new role as vice president of marketing, Negris will be responsible for all product and corporate marketing activities at SCO. Negris is a 25 year veteran of the computer software industry. He brings a strong marketing background to SCO, with broad experience in corporate leadership, strategy, and operations across a wide range of technology and business contexts, from start-ups to large corporations.

 

Throughout his career, Negris has served as vice president of marketing for a number of large software companies, including Oracle and IBM. He was credited with coining the term “thin client” that is now a ubiquitous notion in Web-based computing. Negris managed all aspects of marketing and brand management in IBM’s largest software business unit, with revenues of $3.5 billion. He was also responsible for all aspects of product marketing for database, office automation, document management, and connectivity product portfolios at Oracle, with revenues over $400 million per year. Prior to these engagements, Negris also worked in product management for Sybase, marketing client/server RDBMS technology.

 

Over the past 10 years, Negris has grown, managed, and reorganized a variety of business units and companies as president and CEO. He has managed all aspects of business for a number of mid-sized to small organizations, including a number of start-up companies. Negris has also served as a marketing consultant for executives at Hewlett-Packard, Dell, and Dun & Bradstreet.

 

Sandeep Gupta, Chief Technology Officer

As chief technology officer, Gupta will provide ongoing technology leadership to SCO’s UNIX products. Gupta will also continue to serve as vice president of engineering at SCO, overseeing the company’s movement toward an agile software development model used in

 



 

developing SCO’s next generation technology products and platforms. Within these duties, Gupta will oversee all development and engineering at SCO offices in Murray Hill, New Jersey; Scotts Valley, California; Lindon, Utah; and Delhi, India.

 

Gupta joined SCO in 1996 to work in the ISV engineering group. During this time, Gupta worked with strategic ISV partners—including Progress, Oracle, Computer Associates, and others—on their ports to SCO UNIX platforms. Gupta then moved to the SCO UK escalations group and led the 24x7 enterprise escalations engineering team. He also led the SCOx eCommerce and Web Services initiatives. At SCO, Gupta has also conducted the UnixWare development effort in SCO’s Murray Hill, New Jersey development center as senior director of UNIX engineering.

 

Most recently, Gupta has been serving as SCO’s Vice President of Engineering—providing technology leadership for the development and enhancement of all SCO products, including leading its two major operating system releases of SCO UnixWare 7.1.4 and SCO OpenServer 6. Before joining SCO, Gupta worked for Fujitsu ICL in the UK. During this engagement, Gupta contributed tremendous effort to the core kernel team at ICL that oversaw the reference port and device driver development of UNIX System V on the SPARC platform. Prior to this experience, Gupta started his career as an intern scientist at Indian Space and Research Organization (ISRO), India, where we worked on advanced digital signal processors and also published a paper on complex algorithms for speech synthesis at low bit rates.

 

About SCO

The SCO Group, Inc. (Nasdaq: SCOX) helps millions of customers to grow their businesses everyday. Headquartered in Lindon, Utah, SCO has a worldwide network of thousands of resellers and developers. SCO Global Services provides reliable localized support and services to partners and customers. For more information on SCO products and services, visit www.sco.com.

 

SCO, and the associated SCO logo, are trademarks or registered trademarks of The SCO Group, Inc. in the U.S. and other countries. UNIX is a registered trademark of The Open Group.  All other brand or product names are or may be trademarks of, and are used to identify products or services of, their respective owners.

 

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