Page | (sequential) | | | | (alphabetic) | Top |
---|
| | |
- Alternative Formats (Word, et al.)
- Additional Proposals to be Voted upon by Caldera Stockholders
- Agreements Related to the Combination
- Amendment
- August 1, 2000
- Board of Directors
- Business of Caldera
- Business of New Caldera
- Business of Server and Professional Services Groups
- Caldera
- Caldera Common Stock
- Caldera, Inc
- Caldera Management's Discussion and Analysis of Financial Condition and Results of Operations
- Caldera Meeting, The
- Caldera Options
- Canopy
- Canopy Group, Inc, The
- Cash and cash equivalents
- Certain Transactions of Caldera and New Caldera
- Change in Control
- Closing
- Combination, The
- Common Stock
- Comparison of Rights of Holders of Sco Common Stock and New Caldera Common Stock
- Consolidated Balance Sheets
- Consolidated Statements of Cash Flows
- Consolidated Statements of Divisional Deficit and Accumulated Other Comprehensive Loss
- Consolidated Statements of Operations and Comprehensive Loss
- Consolidated Statements of Stockholders' Equity
- Description of Caldera and New Caldera Capital Stock
- Directors
- Divisional deficit and accumulated other comprehensive loss
- Employees
- Employee Stock Option Alternatives, The
- Employment Agreements
- Exhibits and Financial Statement Schedules
- Experts
- Form S-4
- Frequently Asked Questions
- Incentive Stock Options
- Indemnification of Officers and Directors
- Index to Appendices
- Index to Financial Statements
- Interests of Persons in the Combination
- Legal Matters
- Management of Caldera and New Caldera
- Market Price Information
- Mti
- Net revenues
- Notes to Consolidated Financial Statements
- Opinions of Financial Advisors
- Option Transactions
- Other Action to Be Taken at the Sco Special Meeting
- Phantom Stock
- Preferred Stock
- Principal Stockholders of Caldera
- Principal Stockholders of New Caldera
- Proposal Four: Amendments to Caldera's Certificate of Incorporation
- Proposal Three: Approval of Amendments to the Employee Stock Purchase Plan
- Proposal Two: Approval of Amendments to the Stock Incentive Plan
- Ransom H. Love
- Registration Rights
- Reorganization
- Reorganization Agreement, The
- Replacement Alternative
- Restricted Stock
- Restrictions on Soliciting Alternative Proposals
- Revenue
- Risk Factors
- Risks of Caldera
- Sales Representative and Support Agreement
- Sco
- SCO is Acting as Exchange Agent
- SCO is Incorporating its SEC Filings in this Document by Reference
- Sco Meeting, The
- SCO Options
- Selected Financial Data of Caldera
- Selected Financial Data of the Santa Cruz Operation, Inc
- Selected Financial Data of the Server and Professional Services Groups
- Server and Professional Services Groups Management's Discussion and Analysis of Financial Condition and Results of Operations
- Special Note Regarding Forward-Looking Statements
- Stock-Based Compensation
- Stock Bonus
- Stockholder Agreement
- Summary
- Table of Contents
- Taxes
- Termination of Employment
- The Caldera Meeting
- The Canopy Group, Inc
- The Combination
- The Employee Stock Option Alternatives
- The Reorganization Agreement
- The Sco Meeting
- Thomas P. Raimondi, Jr
- Unaudited Pro Forma Condensed Combined Financial Information
- Undertakings
- Voting Agreements
- Where You Can Find More Information
- 10.1 Escrow Fund
- 10.2 Indemnification by SCO
- 10.4 Limitations on Indemnification
- 10.5 Indemnification Procedures
- 10. Escrow and Indemnification
- 1.10 Tax-Free Reorganization
- 11.1 Right to Offer Employment
- 1.11 Tax-Free Section 351 Transaction
- 1.12 HSR Filings
- 11.2 Termination of Employment
- 1.13 Board of Directors and Officers of Newco; Newco Certificate of Incorporation and Bylaws
- 11.3 Cooperation
- 1.14 Registration on Form S-4
- 11. Employee Matters
- 1.1 The Organization of Newco and Merger Sub
- 12.1 Transaction Taxes; Representation; Transaction Tax Indemnity
- 12.2 Treatment of Indemnity Payments
- 12.3 Indemnity for Taxes
- 12.4 Other Tax Matters
- 12.5 Tax Representations
- 12. Tax Matters
- 1.2 The Merger
- 13.1 Governing Law; Venue
- 13.2 Assignment; Binding upon Successors and Assigns
- 13.3 Severability
- 13.4 Counterparts
- 13.5 Other Remedies
- 13.6 Amendment and Waivers
- 13.7 Expenses
- 13.8 Attorneys' Fees
- 13.9 Notices
- 13. Miscellaneous
- 1.3 SCO Transaction
- 1.4 Contribution and Transfer of Contributed Stock and Contributed Assets
- 1.5 Closing Matters
- 1.6 Dissenter's Rights
- 1.7 Newco Plans
- 1.8 Registration on Form S-8
- 1.9 Effects of the Caldera Merger
- 1. Plan of Reorganization
- 2.10 Full Force and Effect
- 2.11 Agreements
- 2.12 No Defaults
- 2.13 Certain Agreements
- 2.14 Taxes
- 2.15 Intellectual Property
- 2.16 Fees and Expenses
- 2.17 Insurance
- 2.18 Ownership of Property
- 2.19 Environmental Matters
- 2.1 Organization; Good Standing; Qualification and Power
- 2.20 Interested Party Transactions
- 2.21 Fairness Opinion
- 2.22 Title to and Condition and Sufficiency of Group Assets
- 2.23 No Restrictive Agreements
- 2.24 Supplier and Customer Relationships
- 2.25 Product and Inventory Status
- 2.26 Affirmative Vote
- 2.27 State Takeover Statutes
- 2.28 Competition and Fair Trading Laws
- 2.29 Grants
- 2.2 Capital Structure
- 2.3 Authority
- 2.4 SEC Documents
- 2.5 Disclosure; Information Supplied
- 2.6 Compliance with Applicable Laws
- 2.7 Litigation
- 2.8 ERISA and Other Compliance
- 2.9 Absence of Certain Changes or Events
- 2. Representations and Warranties of Sco
- 3.10 Taxes
- 3.11 Intellectual Property
- 3.12 Fees and Expenses
- 3.13 Environmental Matters
- 3.14 Fairness Opinion
- 3.15 Tax Representations
- 3.1 Organization; Good Standing; Qualification and Power
- 3.2 Capital Structure
- 3.3 Authority
- 3.4 SEC Documents
- 3.5 Disclosure; Information Supplied
- 3.6 Vote Required
- 3.7 Litigation
- 3.8 Valid Issuance
- 3.9 Absence of Certain Changes or Events
- 3. Representations and Warranties of Caldera and Newco
- 4.10 Satisfaction of Conditions Precedent
- 4.11 Voting Agreement
- 4.12 Sales Representative and Support Agreement
- 4.13 Stockholders Agreement
- 4.14 No Other Negotiations
- 4.15 Books and Records
- 4.16 [Intentionally Omitted.]
- 4.17 Modification of Joint Contributed Agreements and Shared Contributed Assets
- 4.18 Key Employee Employment Agreements
- 4.19 SCO IP Rights
- 4.1 Advice of Changes
- 4.20 Directors' and Officers' Liability Insurance
- 4.21 Closing Group Account
- 4.22 SCO Retained Business
- 4.23 Taking of Necessary Action; Further Action
- 4.24 Accounting Treatments
- 4.2 Maintenance of Business
- 4.3 Conduct of Business
- 4.4 SCO Corporate Approvals
- 4.5 Letter of SCO's Accountants
- 4.6 Prospectus/Proxy Statement
- 4.7 Regulatory Approvals
- 4.8 Necessary Consents
- 4.9 Access to Information
- 4. Sco Covenants
- 5.10 Access to Information
- 5.11 Books and Records
- 5.12 Satisfaction of Conditions Precedent
- 5.13 Voting Agreement
- 5.14 Sales Representative and Support Agreement
- 5.15 Stockholders Agreement
- 5.16 Caldera Employee Plans
- 5.17 Indemnification and Insurance -- Caldera
- 5.18 Indemnification and Insurance -- Employees
- 5.19 Distribution to SCO Shareholders
- 5.1 Advice of Changes
- 5.2 Maintenance of Business
- 5.3 Conduct of Business
- 5.4 Stockholder Approval
- 5.5 Letter of Caldera's Accountants
- 5.6 Prospectus/Proxy Statement
- 5.7 State Securities Law Compliance
- 5.8 Regulatory Approvals
- 5.9 Necessary Consents
- 5. Caldera and Newco Covenants
- 6.10 HSR Act
- 6.11 Ancillary Agreements
- 6.12 Delivery of Newco Shares
- 6.1 Accuracy of Representations and Warranties
- 6.2 Covenants
- 6.3 Compliance with Law
- 6.4 Form S-4
- 6.5 Opinion of Caldera and Newco's Counsel
- 6.6 Stockholder Approval
- 6.7 Tax Opinion
- 6.8 Designees to the Board of Directors of Newco
- 6.9 Nasdaq Listing
- 6. Conditions Precedent to Obligations of Sco
- 7.10 Ancillary Agreements
- 7.11 Key Employee Term Sheets
- 7.1 Accuracy of Representations and Warranties
- 7.2 Covenants
- 7.3 Compliance with Law
- 7.4 Consents
- 7.5 Form S-4
- 7.6 Opinion of Counsel to SCO
- 7.7 Caldera Stockholder Approval
- 7.8 Tax Opinion
- 7.9 HSR Act
- 7. Conditions Precedent to Obligations of Caldera and Newco
- 8.1 Termination
- 8.2 Notice of Termination
- 8.3 Liability
- 8.4 Termination Fee
- 8. Termination of Agreement
- 9.1 Survival of Representations
- 9. Survival of Representations
|
1 | 1st Page - Filing Submission
|
" | Form S-4
|
" | Caldera, Inc
|
" | Ransom H. Love
|
7 | Table of Contents
|
9 | Frequently Asked Questions
|
13 | Summary
|
" | The Combination
|
23 | Caldera
|
24 | Market Price Information
|
" | Caldera Common Stock
|
" | Sco
|
26 | Risk Factors
|
31 | Risks of Caldera
|
38 | Special Note Regarding Forward-Looking Statements
|
" | SCO is Incorporating its SEC Filings in this Document by Reference
|
39 | Where You Can Find More Information
|
40 | The Caldera Meeting
|
43 | The Sco Meeting
|
52 | Opinions of Financial Advisors
|
59 | Directors
|
68 | Interests of Persons in the Combination
|
69 | Stockholder Agreement
|
" | Voting Agreements
|
" | The Reorganization Agreement
|
" | Closing
|
70 | Caldera Options
|
" | SCO Options
|
74 | Restrictions on Soliciting Alternative Proposals
|
76 | Taxes
|
77 | Agreements Related to the Combination
|
" | The Canopy Group, Inc
|
80 | Sales Representative and Support Agreement
|
" | Employment Agreements
|
81 | The Employee Stock Option Alternatives
|
" | Replacement Alternative
|
84 | SCO is Acting as Exchange Agent
|
85 | Selected Financial Data of Caldera
|
87 | Caldera Management's Discussion and Analysis of Financial Condition and Results of Operations
|
91 | Revenue
|
99 | Selected Financial Data of the Santa Cruz Operation, Inc
|
100 | Selected Financial Data of the Server and Professional Services Groups
|
101 | Server and Professional Services Groups Management's Discussion and Analysis of Financial Condition and Results of Operations
|
" | Net revenues
|
107 | Business of Caldera
|
118 | Employees
|
119 | Business of Server and Professional Services Groups
|
124 | Business of New Caldera
|
" | Management of Caldera and New Caldera
|
126 | Thomas P. Raimondi, Jr
|
134 | Certain Transactions of Caldera and New Caldera
|
138 | Principal Stockholders of New Caldera
|
140 | Principal Stockholders of Caldera
|
144 | Description of Caldera and New Caldera Capital Stock
|
" | Common Stock
|
" | Preferred Stock
|
" | Registration Rights
|
147 | Comparison of Rights of Holders of Sco Common Stock and New Caldera Common Stock
|
148 | Board of Directors
|
153 | Additional Proposals to be Voted upon by Caldera Stockholders
|
154 | Proposal Two: Approval of Amendments to the Stock Incentive Plan
|
157 | Termination of Employment
|
159 | Restricted Stock
|
160 | Phantom Stock
|
" | Stock Bonus
|
163 | Incentive Stock Options
|
165 | Change in Control
|
166 | Option Transactions
|
169 | Proposal Three: Approval of Amendments to the Employee Stock Purchase Plan
|
174 | Proposal Four: Amendments to Caldera's Certificate of Incorporation
|
175 | Other Action to Be Taken at the Sco Special Meeting
|
176 | Legal Matters
|
" | Experts
|
177 | Unaudited Pro Forma Condensed Combined Financial Information
|
178 | Reorganization
|
194 | Index to Financial Statements
|
196 | Consolidated Balance Sheets
|
197 | Consolidated Statements of Operations and Comprehensive Loss
|
198 | Consolidated Statements of Stockholders' Equity
|
199 | Consolidated Statements of Cash Flows
|
201 | Notes to Consolidated Financial Statements
|
203 | Cash and cash equivalents
|
212 | Stock-Based Compensation
|
218 | Canopy
|
219 | Mti
|
225 | Divisional deficit and accumulated other comprehensive loss
|
227 | Consolidated Statements of Divisional Deficit and Accumulated Other Comprehensive Loss
|
242 | Index to Appendices
|
243 | August 1, 2000
|
249 | 1. Plan of Reorganization
|
" | 1.1 The Organization of Newco and Merger Sub
|
250 | 1.2 The Merger
|
" | 1.3 SCO Transaction
|
251 | 1.4 Contribution and Transfer of Contributed Stock and Contributed Assets
|
254 | 1.5 Closing Matters
|
" | 1.6 Dissenter's Rights
|
" | 1.7 Newco Plans
|
" | 1.8 Registration on Form S-8
|
" | 1.9 Effects of the Caldera Merger
|
" | 1.10 Tax-Free Reorganization
|
255 | 1.11 Tax-Free Section 351 Transaction
|
" | 1.12 HSR Filings
|
" | 1.13 Board of Directors and Officers of Newco; Newco Certificate of Incorporation and Bylaws
|
256 | 1.14 Registration on Form S-4
|
" | 2. Representations and Warranties of Sco
|
" | 2.1 Organization; Good Standing; Qualification and Power
|
" | 2.2 Capital Structure
|
257 | 2.3 Authority
|
258 | 2.4 SEC Documents
|
259 | 2.5 Disclosure; Information Supplied
|
260 | 2.6 Compliance with Applicable Laws
|
" | 2.7 Litigation
|
261 | 2.8 ERISA and Other Compliance
|
263 | 2.9 Absence of Certain Changes or Events
|
265 | 2.10 Full Force and Effect
|
" | 2.11 Agreements
|
266 | 2.12 No Defaults
|
" | 2.13 Certain Agreements
|
" | 2.14 Taxes
|
267 | 2.15 Intellectual Property
|
269 | 2.16 Fees and Expenses
|
" | 2.17 Insurance
|
" | 2.18 Ownership of Property
|
" | 2.19 Environmental Matters
|
270 | 2.20 Interested Party Transactions
|
" | 2.21 Fairness Opinion
|
" | 2.22 Title to and Condition and Sufficiency of Group Assets
|
" | 2.23 No Restrictive Agreements
|
" | 2.24 Supplier and Customer Relationships
|
271 | 2.25 Product and Inventory Status
|
" | 2.26 Affirmative Vote
|
" | 2.27 State Takeover Statutes
|
" | 2.28 Competition and Fair Trading Laws
|
" | 2.29 Grants
|
272 | 3. Representations and Warranties of Caldera and Newco
|
" | 3.1 Organization; Good Standing; Qualification and Power
|
" | 3.2 Capital Structure
|
273 | 3.3 Authority
|
274 | 3.4 SEC Documents
|
" | 3.5 Disclosure; Information Supplied
|
275 | 3.6 Vote Required
|
" | 3.7 Litigation
|
" | 3.8 Valid Issuance
|
" | 3.9 Absence of Certain Changes or Events
|
277 | 3.10 Taxes
|
" | 3.11 Intellectual Property
|
" | 3.12 Fees and Expenses
|
278 | 3.13 Environmental Matters
|
" | 3.14 Fairness Opinion
|
" | 3.15 Tax Representations
|
" | 4. Sco Covenants
|
" | 4.1 Advice of Changes
|
279 | 4.2 Maintenance of Business
|
" | 4.3 Conduct of Business
|
280 | 4.4 SCO Corporate Approvals
|
" | 4.5 Letter of SCO's Accountants
|
" | 4.6 Prospectus/Proxy Statement
|
281 | 4.7 Regulatory Approvals
|
" | 4.8 Necessary Consents
|
" | 4.9 Access to Information
|
" | 4.10 Satisfaction of Conditions Precedent
|
" | 4.11 Voting Agreement
|
282 | 4.12 Sales Representative and Support Agreement
|
" | 4.13 Stockholders Agreement
|
" | 4.14 No Other Negotiations
|
283 | 4.15 Books and Records
|
" | 4.16 [Intentionally Omitted.]
|
" | 4.17 Modification of Joint Contributed Agreements and Shared Contributed Assets
|
" | 4.18 Key Employee Employment Agreements
|
" | 4.19 SCO IP Rights
|
284 | 4.20 Directors' and Officers' Liability Insurance
|
" | 4.21 Closing Group Account
|
" | 4.22 SCO Retained Business
|
" | 4.23 Taking of Necessary Action; Further Action
|
" | 4.24 Accounting Treatments
|
" | 5. Caldera and Newco Covenants
|
" | 5.1 Advice of Changes
|
285 | 5.2 Maintenance of Business
|
" | 5.3 Conduct of Business
|
" | 5.4 Stockholder Approval
|
" | 5.5 Letter of Caldera's Accountants
|
286 | 5.6 Prospectus/Proxy Statement
|
" | 5.7 State Securities Law Compliance
|
" | 5.8 Regulatory Approvals
|
287 | 5.9 Necessary Consents
|
" | 5.10 Access to Information
|
" | 5.11 Books and Records
|
" | 5.12 Satisfaction of Conditions Precedent
|
" | 5.13 Voting Agreement
|
" | 5.14 Sales Representative and Support Agreement
|
" | 5.15 Stockholders Agreement
|
" | 5.16 Caldera Employee Plans
|
288 | 5.17 Indemnification and Insurance -- Caldera
|
289 | 5.18 Indemnification and Insurance -- Employees
|
290 | 5.19 Distribution to SCO Shareholders
|
291 | 6. Conditions Precedent to Obligations of Sco
|
" | 6.1 Accuracy of Representations and Warranties
|
" | 6.2 Covenants
|
" | 6.3 Compliance with Law
|
" | 6.4 Form S-4
|
" | 6.5 Opinion of Caldera and Newco's Counsel
|
" | 6.6 Stockholder Approval
|
" | 6.7 Tax Opinion
|
" | 6.8 Designees to the Board of Directors of Newco
|
292 | 6.9 Nasdaq Listing
|
" | 6.10 HSR Act
|
" | 6.11 Ancillary Agreements
|
" | 6.12 Delivery of Newco Shares
|
" | 7. Conditions Precedent to Obligations of Caldera and Newco
|
" | 7.1 Accuracy of Representations and Warranties
|
" | 7.2 Covenants
|
" | 7.3 Compliance with Law
|
" | 7.4 Consents
|
" | 7.5 Form S-4
|
" | 7.6 Opinion of Counsel to SCO
|
" | 7.7 Caldera Stockholder Approval
|
" | 7.8 Tax Opinion
|
293 | 7.9 HSR Act
|
" | 7.10 Ancillary Agreements
|
" | 7.11 Key Employee Term Sheets
|
" | 8. Termination of Agreement
|
" | 8.1 Termination
|
294 | 8.2 Notice of Termination
|
" | 8.3 Liability
|
295 | 8.4 Termination Fee
|
" | 9. Survival of Representations
|
" | 9.1 Survival of Representations
|
" | 10. Escrow and Indemnification
|
" | 10.1 Escrow Fund
|
296 | 10.2 Indemnification by SCO
|
" | 10.4 Limitations on Indemnification
|
" | 10.5 Indemnification Procedures
|
298 | 11. Employee Matters
|
" | 11.1 Right to Offer Employment
|
299 | 11.2 Termination of Employment
|
300 | 11.3 Cooperation
|
" | 12. Tax Matters
|
" | 12.1 Transaction Taxes; Representation; Transaction Tax Indemnity
|
" | 12.2 Treatment of Indemnity Payments
|
" | 12.3 Indemnity for Taxes
|
302 | 12.4 Other Tax Matters
|
304 | 12.5 Tax Representations
|
305 | 13. Miscellaneous
|
" | 13.1 Governing Law; Venue
|
" | 13.2 Assignment; Binding upon Successors and Assigns
|
" | 13.3 Severability
|
" | 13.4 Counterparts
|
" | 13.5 Other Remedies
|
" | 13.6 Amendment and Waivers
|
" | 13.7 Expenses
|
306 | 13.8 Attorneys' Fees
|
" | 13.9 Notices
|
356 | Amendment
|
385 | Item 20. Indemnification of Officers and Directors
|
386 | Item 21. Exhibits and Financial Statement Schedules
|
389 | Item 22. Undertakings
|