Sco Group Inc – ‘S-4/A’ on 11/8/00 – EX-99.1

On:  Wednesday, 11/8/00, at 5:07pm ET   ·   Accession #:  1035704-0-856   ·   File #:  333-45936

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 1 to Form S-4 - File No. 333-45936     427   2.13M 
 2: EX-4.1      Form of Certificate of Common Stock                    3     12K 
 3: EX-5.1      Opinion/Consent of Brobeck, Phleger & Harrison         2     10K 
 4: EX-8.1      Tax Opinion/Consent of Wilson Sonsini Goodrich         2     12K 
 5: EX-8.2      Tax Opinion/Consent of Brobech, Phleger & Harrison     2     14K 
 6: EX-10.35    Form of Sales Representative & Support Agreement      18     54K 
 7: EX-10.36    Form of Open Server Research & Development Agrmt.     14     45K 
 8: EX-21.1     Subsidiaries of the Registrant                         1      7K 
 9: EX-23.1     Consent of Arthur Andersen LLP - Caldera               1      7K 
10: EX-23.1.2   Consent of Arthur Andersen LLP - Ebiz Enterprises      1      8K 
11: EX-23.2     Consent of Pricewaterhousecoopers LLP - Sco            1      8K 
12: EX-23.2.1   Consent of Pricewaterhousecoopers LLP - Sco            1      7K 
13: EX-23.3     Consent of Kpmg LLP                                    1      8K 
14: EX-99.1     Form of Proxy Card of Caldera                          2      9K 
15: EX-99.2     Form of Proxy Card of the Santa Cruz Operation Inc     2     15K 

EX-99.1   —   Form of Proxy Card of Caldera

EX-99.1
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                                                                    EXHIBIT 99.1

 CALDERA SYSTEMS, INC.

 PROXY

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CALDERA SYSTEMS, INC.

        The undersigned hereby appoints Ransom H. Love and Richard C. Rife, or
any one or more of them, each with full power of substitution, the attorneys and
proxies of the undersigned to vote the shares of Common Stock of Caldera        
Systems, Inc., which the undersigned would be entitled to vote if personally    
present at the 2000 Special Meeting of Stockholders of Caldera Systems, Inc., to
be held on __________ __, 2000 at 10:00 a.m. at Caldera Campus, Building 1, 240 
West Center Street, Orem, Utah, and at any and all adjournments thereof on the  
matters set forth on the reverse side. The shares represented by this proxy     
shall be voted in the manner set forth on the reverse side.                     

         The Board of Directors recommends a vote IN FAVOR OF each of the listed
proposals. This Proxy, when properly executed will be voted as specified below. 

        IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF EACH
OF THE LISTED PROPOSALS AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING.                                        

(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)

EX-99.1
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 CALDERA SYSTEMS, INC.

PLEASE MARK YOUR VOTES X AS INDICATED [X].                                      

     1. To combine our company with the server and professional services
groups of the The Santa Cruz Operation, Inc. ("SCO"), and to issue approximately
18.4 million shares to SCO and employees of the SCO server and professional     
services groups who join Caldera in connection with this combination and to pay 
$7 million to SCO. In the combination, Caldera will become a subsidiary of a new
parent company, Caldera International, Inc., and SCO will contribute to Caldera 
International, Inc., the assets of its server and professional services groups. 

        FOR [  ]         AGAINST [  ]               ABSTAIN [  ]

   2. To amend our 1999 Omnibus Stock Incentive Plan to increase the
number of shares reserved for issuance from 4,105,238 to 6,405,238 and to       
provide for an automated director option grant program.                         

        FOR [  ]         AGAINST [  ]               ABSTAIN [  ]

   3. To amend our 2000 Employee Stock Purchase Plan to increase the
number of shares reserved for issuance from 500,000 to 2,000,000.               

        FOR [  ]         AGAINST [  ]               ABSTAIN [  ]

         4. To amend our Certificate of Incorporation to increase the authorized
number of shares of common stock from 75,000,000 to 175,000,000.                

        FOR [  ]         AGAINST [  ]               ABSTAIN [  ]

(This proxy should be marked, dated and signed by the stockholder(s) exactly as 
his or her name appears hereon, and returned promptly in the enclosed envelope. 
Persons signing in a fiduciary capacity should so indicate. If shares are held  
by joint tenants or as community property, both should sign.)                   

Please Print the name(s) appearing on each share:                               

--------------------------------------------------------------------------------
(Print name as it appears on certificate)                                       

Please sign your name:                                                          

--------------------------------------------------------------------------------
 (Authorized Signature(s))

Date:                                                                           
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