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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 |
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
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 |
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87-0662823 |
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(State
or other jurisdiction of |
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(Commission |
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(IRS
Employer |
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) |
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Exhibits. |
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99.1 |
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Engagement Agreement dated February 26, 2003 among SCO, Boies Schiller & Flexner LLP, Angelo, Barry & Boldt, P.A. and Berger Singerman |
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99.2 |
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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 |
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99.3 |
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Letter Agreement dated December 8, 2003 among SCO, BayStar Capital II, L.P., Royal Bank of Canada and acknowledged by Boies, Schiller & Flexner LLP |
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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 |
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By: |
/s/ Robert K. Bench |
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Chief Financial Officer |
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Principal Financial and Accounting Officer |
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EXHIBIT INDEX
Exhibit No. |
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Description |
99.1 |
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Engagement Agreement dated February 26, 2003 among SCO, Boies Schiller & Flexner LLP, Angelo, Barry & Boldt, P.A. and Berger Singerman |
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99.2 |
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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 |
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99.3 |
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Letter Agreement dated December 8, 2003 among SCO, BayStar Capital II, L.P., Royal Bank of Canada and Boies, Schiller & Flexner LLP |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 12/9/03 | |||
Filed on: | 12/8/03 | |||
For Period End: | 12/5/03 | |||
11/17/03 | S-3 | |||
2/26/03 | ||||
List all Filings |