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-99.2 — Form of Proxy Card of the Santa Cruz Operation Inc
| EX-99.2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 99.2
DETACH HERE
PROXY
THE SANTA CRUZ OPERATION, INC.
SPECIAL MEETING OF SHAREHOLDERS
___________ ____, 2000
The undersigned shareholder of THE SANTA CRUZ OPERATION, INC., a California
corporation, hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement, each dated _________ ___, 2000, and hereby
appoints Douglas L. Michels and Steven M. Sabbath, and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the Special Meeting of
Shareholders of THE SANTA CRUZ OPERATION, INC. to be held on _________ ___, 2000
at ____, local time, at _____________, __________________________ and at any
adjournment or adjournments thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth on the reverse side.
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SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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VOTE BY TELEPHONE VOTE BY INTERNET
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It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683)
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FOLLOW THESE FOUR EASY STEPS: FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT/ANNUAL REPORT 1. READ THE ACCOMPANYING PROXY STATEMENT/ANNUAL REPORT
AND PROXY CARD. AND PROXY CARD.
2. CALL THE TOLL-FREE NUMBER 2. GO TO THE WEBSITE
1-877-PRX-VOTE (1-877-779-8683). FOR SHAREHOLDERS http://www.eproxyvote.com/scoc
RESIDING OUTSIDE THE UNITED STATES CALL COLLECT ON A
TOUCH-TONE PHONE 1-201-536-8073. 3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED
ON YOUR PROXY CARD ABOVE YOUR NAME.
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON
YOUR PROXY CARD ABOVE YOUR NAME. 4. FOLLOW THE INSTRUCTIONS PROVIDED.
4. FOLLOW THE RECORDED INSTRUCTIONS.
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YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime! Go to HTTP//WWW.EXPOXY.COM/SCOC anytime.
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DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
DETACH HERE
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X Please mark votes
------- as in this example.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN
OF REORGANIZATION DATED AUGUST 1, 2000 AND AMENDED SEPTEMBER 13, 2000 AND FOR
THE APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE
CORPORATE NAME TO "TARANTELLA, INC." AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING:
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1. To approve and adopt the FOR AGAINST ABSTAIN
agreement and plan of
reorganization dated August 1, [ ] [ ] [ ]
2000 and amended September 13,
2000, by and among The Santa
Cruz Operation, Inc., Caldera
Systems, Inc., and Caldera, Inc.
2. To approve an amendment to our FOR AGAINST ABSTAIN
articles of incorporation to
change our corporate name to [ ] [ ] [ ]
"Tarantella, Inc."
3. With discretionary authority,
upon such other matters as may
properly come before the meeting.
MARK HERE MARK HERE IF
FOR ADDRESS YOU PLAN TO
CHANGE AND ATTEND THE
NOTE AT LEFT MEETING
[ ] [ ]
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Signature:__________________________________ Date:_____ Signature:__________________________ Date:_____
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 11/8/00 |
| | 9/13/00 | | 2 |
| | 8/1/00 | | 2 | | | | | 8-K |
| List all Filings |
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Filing Submission 0001035704-00-000856 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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