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SCO Fills in the Blanks with SEC 8K Filing |
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Friday, December 02 2005 @ 03:04 PM EST
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SCO has filed its 8K about the private placement. Here are the parties concerned: On November 29, 2005, The SCO Group, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with the following institutional investors or their affiliates: AmTrust Financial, C P Management, L.L.C., Eton Park Capital Management, Glenhill Capital, Jet Capital Management, and Scoggin Capital Management (the “Institutional Investors”). The Institutional Investors were all stockholders of the Company prior to their execution of the Purchase Agreement. In addition, Darcy G. Mott, a director and stockholder of the Company, entered into the Purchase Agreement with the Company (Mr. Mott and the Institutional Investors are collectively referred to herein as the “Purchasers”). I don't recall seeing AmTrust Financial or C P Management, L.L.C., before in connection with SCO. Do you? The other sentence that stands out is this one: The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”). SCO says it will try to get them registered: Pursuant to the Purchase Agreement, the Company agreed to use its best efforts to file a registration statement with the Securities and Exchange Commission covering the resale of the Shares not later than December 30, 2005 (the “Filing Deadline”), and to use its commercially reasonable efforts to have the Registration Statement declared effective by the Securities and Exchange Commission on or before the 60th day after the Filing Deadline. Here's Mr. Mott's Form 4 filing. He now owns 174,819 shares, and the explanation line reads, "Consists of 337 shares of common stock, options to purchase 90,000 shares of common stock, 33,462 shares of common stock received for service on the board, as well as, 51,020 shares purchased in this present transaction." [Update: SCO has also filed a 424B3 prospectus supplement.] Here's the full text from the SCO Group's 8K filing.
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Item 1.01 - Entry into a Material Definitive Agreement.
On November 29, 2005, The SCO Group, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with the following institutional investors or their affiliates: AmTrust Financial, C P Management, L.L.C., Eton Park Capital Management, Glenhill Capital, Jet Capital Management, and Scoggin Capital Management (the “Institutional Investors”). The Institutional Investors were all stockholders of the Company prior to their execution of the Purchase Agreement. In addition, Darcy G. Mott, a director and stockholder of the Company, entered into the Purchase Agreement with the Company (Mr. Mott and the Institutional Investors are collectively referred to herein as the “Purchasers”). Pursuant to the terms of the Purchase Agreement, the Company sold to the Purchasers an aggregate of 2,852,449 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a price of $3.50 per share to all of the Purchasers except for Mr. Mott, who purchased the Shares for $3.92 per share. The closing of the offering (the “Offering”) occurred on November 30, 2005.
Pursuant to the Purchase Agreement, the Company agreed to use its best efforts to file a registration statement with the Securities and Exchange Commission covering the resale of the Shares not later than December 30, 2005 (the “Filing Deadline”), and to use its commercially reasonable efforts to have the Registration Statement declared effective by the Securities and Exchange Commission on or before the 60th day after the Filing Deadline.
All expenses incurred by the Company in connection with its performance of or compliance with its registration obligations, including (i) all Securities and Exchange Commission registration and filing fees, (ii) all necessary printing and duplicating expenses, (iii) all fees and disbursements of counsel and accountants retained on behalf of the Company, and (iv) all reasonable fees and disbursements of counsel retained on behalf of the Purchasers will be paid by the Company.
The proceeds to the Company from the Offering were approximately $10,005,000. The proceeds are expected to be used for general working capital purposes.
Item 3.02 - Unregistered Sale of Equity Securities.
The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”). The issuance did not involve any public offering; the Company made no solicitation in connection with the Offering other than communications with the Purchasers; the Company obtained representations from the Purchasers regarding their investment intent and knowledge of the Offering; and the Purchasers either received or had access to adequate information about the Company in order to make informed investment decisions.
At the time of their issuance, the securities were deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities bear legends to that effect.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 7.01 - Regulation FD Disclosure
On November 30, 2005, the Company issued a press release regarding the sale of the Shares to the Purchasers. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. - Financial Statements and Exhibits.
(c) Exhibits
99.1* Press Release dated November 30, 2005
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* The information in this exhibit is furnished under Item 7.01 and shall not be deemed “filed” for any purpose, including for the purpose of Section 18 of the Exchange Act, or incorporated by reference into any other filling.
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 2, 2005
THE SCO GROUP, INC.
By:
/s/ Bert B. Young
Name: Bert B. Young
Title: Chief Financial Officer
EXHIBIT INDEX
99.1* - Press Release dated November 30, 2005
* The information in this exhibit is furnished under Item 7.01 and shall not be deemed “filed” for any purpose, including for the purpose of Section 18 of the Exchange Act, or incorporated by reference into any other filling.
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Authored by: Chris Lingard on Friday, December 02 2005 @ 03:40 PM EST |
Please post in HTML, and put in those links if you can
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Authored by: Chris Lingard on Friday, December 02 2005 @ 03:42 PM EST |
Just in case; though we have never made one yet.
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Authored by: rsi on Friday, December 02 2005 @ 03:59 PM EST |
would buy into a company with this much against them, and knowing they are in
litigation with IBM, Novell, Red Hat, and TWO of their own customers??? They
HAVE to know they will lose their shirts! Unless, I am missing something here.
Don't they know that the SEC is looking hard at them??? Is there ANYTHING that
SCO has done that makes ANY sense at all???, signed, Totally Confused![ Reply to This | # ]
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Authored by: Anonymous on Friday, December 02 2005 @ 04:49 PM EST |
> I don't recall seeing AmTrust Financial or C P
> Management, L.L.C., before in connection with SCO.
> Do you?
Only if the "C P" in C P Management, LLC stands for "Crack
Pipe." We've all seen a LOT of that kind of "management" by SCO.[ Reply to This | # ]
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Authored by: stats_for_all on Friday, December 02 2005 @ 04:53 PM EST |
C P Managment, LLC is the advisor of the Chesapeake Partners hedge
fund.
Chesapeake owned 838K shares on Sept 30, 2005, unchanged for 3
Quarters.
It first bought shares in the quarter ending June, 2004.
The Nov. 29
Bagholders own an estimated aggregate 7,025K shares of SCOX.
Their aggregate
ownership probably exceeds that of Mr. Ralph Yarro. Several
of these funds have
engaged in bruising proxy fights over management
direction in the past.
Sept 30 Holdings
Krevlin
(Glenhill).................1,448,682
S&E
(Scoggin)........................973,500
Jet
Capital*............................653,902
Chesapeake......................
....838,800
Eton
Park..............................308,900
AmTrust...........................
.....(no info)
Total==============4,223,784
New
shares..........................2,801,429
Total Shares==========7,025,213
Chesapeake Partners recruited a new fund manager on April 5,
2004. On that
day, Jan H Loeb left the investment unwriting company, Jefferies
& Company
[JEF], and joined the "buy side" merger and acquisition hedge
Chesapeake.
Loeb had worked on "special situations" coverage at Jefferies.
Jan Loeb had frequently whispered in the ear of business week tipster Gene
Marcial. Loeb took his tips with him, because Chesapeake acquired
multimillion
dollar positions in some of Loeb's most visibly tracked
companies: INGR and
Hollinger (Conrad Black private piggy bank). Loeb had
promoted INGR a
"rewarding "patent play." The company holds valuable
patents on microprocessors
for high-end workstations." (Marcial quote)
In the quarter Loeb stepped
in, Chesapeake acquired 380K shares of SCOX,
they boosted this to 870K by Sept
30, 2004. In March 2005, they let a few go.
When we press hands to out
temples, we can *almost* imagine New-CFO Bert
Young busily *emailing* New-Fund
Manger Loeb describing the boundless
investment possibilities in teh Moon
Rocket Scox-e. Jan Loeb's sole
directorship is with APFC, a Las Vegas based
manufacturer of propellant
grade ammonium perchlorate. He wishes he had a
truckload for SCOX.
To be serious, Loeb's interest in SCOX *perhaps*
predates the Chesapeake
job, which means it was developed in the context of
"special situation"
funding. Loeb's name is associated with unhappy public
companies going
private (NSI), arranged not quite bankruptcy sales (Hollinger),
and strange and
peculiar cash-out, but not-a-taxable-dividend dividend (TRY).
Chesapeake already has a relationship with Charles? H.?Purcell, a partner
at
Preston Gates Ellis. Preston Gates Ellis is the law firm of Gates pere, and
Purcell's bio shows he does a big part of M$FT merger and acquisitions.
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Authored by: Anonymous on Friday, December 02 2005 @ 05:03 PM EST |
AmTrust Financial or C P Management = Microsoft shill?????????? Should look
deeper into this one. Was this an "arms length" transaction???? I
may be wrong, but have a gut feeling this is not as it seems.
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Authored by: Anonymous on Friday, December 02 2005 @ 05:51 PM EST |
It's the same trick my grand pa did:
Imagine your wife is pregnant, and you hope to get a son.
Now you going to bet with everybody for a cigar it will be a girl.
Now you can't go wrong.. You have a son or a lot of cigars
/Arthur[ Reply to This | # ]
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Authored by: TimDaly on Friday, December 02 2005 @ 06:40 PM EST |
Lets see why someone might invest (and this is just a wild
guess). Suppose you expected that SCO might lose. What it
the one asset that could be sold to pay its debts but still
"owned"? The source code is one asset of that nature. Could
a majority share, special stockholder get access and rights
to that code as part of a sell off? I don't know but it would make sense.
Of course it also seems highly unlikely that half-a-dozen
people knocked on the door without ever being asked and
wanted to buy shares. Sounds like a "good-old-boy" network
is funding this to keep it alive. The real damage happens
due to time, not success. If I were writing a fiction
novel I'd expect the reader to complain when I introduced
such an "unmotivated, magic solution". When writing good
fiction you always have to have a motive because there is
always one in reality. So we have to "follow the money"
and see whose hand shows up behind it all.
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Authored by: Anonymous on Friday, December 02 2005 @ 06:42 PM EST |
109. This constructive trust should be imposed for the additional reason that
SCO is quickly dissipating its assets. On information and belief, SCO's revenues
are declining, its operational losses are increasing and its cash is dwindling
quickly. SCO expects to have only $11 million in cash remaining for its business
operations as of October 31, 2005, just a fraction of the revenue it purportedly
generated as a result of its new SVRX Licenses with Sun and Microsoft.
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- Hardly - Authored by: Anonymous on Friday, December 02 2005 @ 07:50 PM EST
- On the up side - Authored by: tangomike on Friday, December 02 2005 @ 08:59 PM EST
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Authored by: Anonymous on Friday, December 02 2005 @ 07:04 PM EST |
SCO has filed a Form 424B3 prospectus with the SEC for 2,105,263 shares of
common
stock of The SCO Group, Inc.
"The securities described in Item
1.01 above were offered and sold in reliance
upon exemptions from registration
pursuant to Section 4(2) under the Securities
Act of 1933, as amended (the
“Securities Act”). The issuance did not involve
any public offering; the
Company made no solicitation in connection with the
Offering other than
communications with the Purchasers; the Company obtained
representations from
the Purchasers regarding their investment intent and
knowledge of the Offering;
and the Purchasers either received or had access
to adequate information about
the Company in order to make informed investment
decisions."
"At the
time of their issuance, the securities were deemed to be restricted
securities
for purposes of the Securities Act, and the certificates representing
the
securities bear legends to that effect."
SEC Form 424B3
--------------------
Steve
Stites
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Authored by: kh on Sunday, December 04 2005 @ 07:08 PM EST |
A very, very rich company who are insterested in keeping this case going for as
long as it can and to whom $10 Million is spare change.[ Reply to This | # ]
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