SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Sco Group Inc – ‘8-K’ for 12/5/03

On:  Monday, 12/8/03, at 9:00pm ET   ·   As of:  12/9/03   ·   For:  12/5/03   ·   Accession #:  1104659-3-28046   ·   File #:  0-29911

Previous ‘8-K’:  ‘8-K’ on 11/19/03 for 11/18/03   ·   Next:  ‘8-K’ on / for 12/22/03   ·   Latest:  ‘8-K/A’ on 3/31/10 for 3/5/10

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/09/03  Sco Group Inc                     8-K:5,7    12/05/03    4:122K                                   Merrill Corp-MD/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     23K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     44K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML     11K 
 4: EX-99.3     Miscellaneous Exhibit                               HTML     26K 


8-K   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

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) December 8, 2003

 

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)

 

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)

 

 



 

Item 5. Other Events and Regulation FD Disclosure

 

On December 8, 2003, The SCO Group, Inc. (“SCO”) entered into a letter agreement with BayStar Capital Partners, II, L.P. and Royal Bank of Canada, the investors that participated in SCO’s $50,000,000 private placement of shares of Series A Convertible Preferred Stock completed in October 2003, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.3.  This letter agreement was also acknowledged by Boies, Schiller & Flexner LLP, one of the law firms representing SCO in its efforts to enforce its intellectual property rights.

 

The letter agreement provides that SCO will not complete a transaction or take any action that could result in a claim for a contingency payment by the law firms, other than contingency payments for licenses not entered into as part of any settlement of litigation or sale of SCO, without first obtaining the consent of the private placement investors holding at least two thirds of the shares of SCO’s outstanding Series A Convertible Preferred Stock.  SCO’s obligation to obtain the consent of the investors will terminate automatically if and when the aggregate number of shares of SCO’s common stock issuable upon conversion of all outstanding shares of Series A Convertible Preferred Stock held by the Investors fails to equal or exceed five percent of SCO’s outstanding shares of common stock as of December 8, 2003.

 

SCO’s engagement arrangement with its law firms is governed by the Engagement Agreement dated February 26, 2003 among SCO, Boies Schiller & Flexner LLP, Angelo, Barry & Boldt, P.A. and Berger Singerman, as amended, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.  The engagement agreement has been modified as set forth in the letter dated November 17, 2003 from Darl C. McBride, President and Chief Executive Officer of SCO, to David Boies of Boies, Schiller & Flexner LLP, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2.

 

SCO’s agreement with the law firms provides that the law firms will receive a contingency fee of 20 percent of the proceeds from specified events related to the protection of SCO’s intellectual property rights.  These events include settlements, judgments, licensing fees, subject to certain exceptions, or a sale of our company during the pendancy of litigation or through settlement, subject to agreed upon credits for amounts received as discounted hourly fees and unused retainer fees and may include issuances of SCO equity securities.

 

Item 7.  Financial Statements and Exhibits

 

(c)

 

Exhibits.

 

 

 

99.1

 

Engagement Agreement dated February 26, 2003 among SCO, Boies Schiller & Flexner LLP, Angelo, Barry & Boldt, P.A. and Berger Singerman

 

 

 

99.2

 

Letter Amending Engagement Agreement dated November 17, 2003 from Darl C. McBride, President and Chief Executive Officer of SCO, to David Boies of Boies, Schiller & Flexner LLP

 

 

 

99.3

 

Letter Agreement dated December 8, 2003 among SCO, BayStar Capital II, L.P., Royal Bank of Canada and acknowledged by Boies, Schiller & Flexner LLP

 

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:  December 8, 2003

 

 

By:

/s/  Robert K. Bench

 

 

 

Chief Financial Officer

 

 

Principal Financial and Accounting Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Engagement Agreement dated February 26, 2003 among SCO, Boies Schiller & Flexner LLP, Angelo, Barry & Boldt, P.A. and Berger Singerman

 

 

 

99.2

 

Letter Amending Engagement Agreement Dated November 17, 2003 from Darl C. McBride, President and Chief Executive Officer of SCO, to David Boies of Boies, Schiller & Flexner LLP

 

 

 

99.3

 

Letter Agreement dated December 8, 2003 among SCO, BayStar Capital II, L.P., Royal Bank of Canada and Boies, Schiller & Flexner LLP

 

4



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed as of:12/9/03
Filed on:12/8/03
For Period End:12/5/03
11/17/03S-3
2/26/03
 List all Filings 
Top
Filing Submission 0001104659-03-028046   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 7:18:28.1pm ET