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| SCO Announces Annual Meeting, Q1 Conference Call/Files 14A |
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Friday, March 03 2006 @ 02:04 PM EST
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SCO has filed a 14A with the SEC, announcing their annual meeting on April 27. And they have also announced the date and time for the first quarter 2006 financial results release and conference call. The results will be released at close of market, and the call will be March 8 at 5 PM Eastern. Do you remember the litigation in the marchFIRST bankruptcy that we mentioned when Bert Young joined SCO Group in 2004? I have discovered that there was also a shareholder class action, and in February, there was signed a proposed settlement of both the shareholder class action and the trustee actions, which awaits court approval. I'll tell you all about it. Another interesting tidbit:
When SCO announced their new EdgeClick service, the announcement listed the COO of EdgeLink Solutions, Gary Cooper: One of the first companies to join the Me Inc. Sales Agent program is
EdgeLink Solutions. "We've recently created a dedicated part of our business
selling Me Inc. digital services from SCO," said Gary Cooper, COO, EdgeLink
Solutions. "The leads we're receiving from SCO indicate that customers are
interested in extending the capabilities of smart phones to communicate in an
entirely new way. We're seeing interest from various customers involved with
entertainment, sports teams, universities, and businesses of all kinds." According to the Utah Department of Commerce Business Entity website for EdgeLink Solutions, Inc., guess who is a Director, Treasurer, and Vice President? One Andrea McBride.
I found the proposed settlement when I noticed some wording in the 14A filing. It lists the backgrounds of SCO's executives. Here what it says about Bert Young:
Bert B. Young has served as Chief Financial Officer since April 2004. Mr. Young is responsible for all finance, accounting, and administration of our worldwide operations. From November 2002 to April 2004, Mr. Young worked as Chief Financial Officer at LANDesk Software Inc. and from September 2000 to November 2002 was the Chief Financial Officer of Talk2 Technology Inc. From March 2000 to September 2000, Mr. Young was the Chief Financial Officer at MarchFIRST Inc. On April 21, 2001, MarchFIRST filed for protection under the federal bankruptcy laws. Mr. Young holds a B.S. degree in Accounting from Utah State University.
I couldn't help but notice that SCO finally tells us that MarchFIRST went bankrupt, something it failed to mention when Young joined SCO. For that matter, when he joined, the SCO press release didn't actually mention marchFIRST at all. Here's how it described his work history then: "Previous to SCO, Young was the Vice President and Chief Financial Officer for LANDesk Software, where he was accountable for all financial management and reporting to company stockholders. He has also served as CFO for several other companies including Talk2 Technology, Inc. and Whittman-Hart. He was also the CIO for Chicago-based Waste Management, Inc."
Whittman-Hart became marchFIRST, a connection we demonstrated in that April 2004 article, but SCO didn't mention that detail. It drew my eye that SCO was freely listing the marchFIRST bankruptcy now, so I thought I'd see what, if anything, had happened with that case. Young and other executives had been accused of various breaches of fiduciary duty. Knowing SCOfolk as I do, I figured there was some reason why they felt they could or should mention it now. And sure enough, there is a proposed settlement [PDF] as of February 9 and filed with the court on February 24th for its approval.
If this is all new to you, here is the complaint [PDF] filed by the trustee in the bankruptcy, Andrew Maxwell in February of 2002, accusing the executives of marchFIRST, including Mr. Young, of breaches of fiduciary duty, and here's the Complaint to Avoid Fraudulent Transfers and for Declaratory Judgment [PDF] filed by the same trustee in April of 2003, trying to get the court to declare void settlement agreements between marchFIRST and Young and others when they left the company, which purported to indemnify them. And here's the Answer [PDF] to that one. It wasn't easy to find the settlement, because it isn't listed on Pacer in either of the two trustee actions yet. But when I read Mr. Young's Answer [PDF] to the first complaint, on page 25 I noticed that there was also a class action shareholder suit brought against marchFIRST and certain officers of the company, Sutton, et al. v. Bernard et al., which asserted violation of federal securities law. That's where I found the proposed settlement. Here is the proposed Order in the shareholder class action [PDF], attached as Exhibit B to the main settlement document, whereby the shareholders will get $18 million (see page 8). And here's the proposed Order Approving Trustee's Motion to Obtain Approval of the First Amendment to the Settlement Agreement with the D & O Defendants and Certain Other Parties [PDF], which says that around $6 million will go the trustee for the creditors (see page 3) and the D & O defendants can get reimbursement of some legal fees and costs up to $175,000. They do not make any admissions of guilt, of course. This document is the one that tells the whole story of the mediation efforts. From the documents, it appears that the court will hear the matter and approve, or not, on April 6. For those who can't get enough detail, you might also like to read the Motion to Dismiss [PDF] and the Memorandum in Support [PDF] in the first trustee action, which motion was denied [PDF]. The memorandum in support presents the clearest case on behalf of the defendants that I could find, so if you want the whole picture, there you go. So now we know the rest of the story.
I see from the 14A that Darl McBride got a raise. He was paid $265,000 for his leadership at SCO, and a bonus too, $213,823, in 2005. I enjoyed one detail in the 14A. Here's what SCO Group looks for when considering nominated members for the board:
Minimum Criteria for Board Members. Each candidate to serve on the Board of Directors (a "Candidate") must possess at least the following specific minimum qualifications.
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Each Candidate shall be prepared to represent the best interests of all of the Company’s stockholders and not just one particular constituency.
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Each Candidate shall be an individual who has demonstrated integrity and ethics in his/her personal and professional life and has established a record of professional accomplishment in his/her chosen field.
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No Candidate, or family member (as defined in NASD rules), or affiliate or associate (each as defined in Rule 405 under the Securities Act of 1933, as amended) of a Candidate, shall have any material personal, financial or professional interest in any present or reasonably foreseeable potential competitor of the Company.
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Each Candidate shall be prepared to participate fully in Board activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and not have other personal or professional commitments that would, in the Nominations Committee’s sole judgment, interfere with or limit his or her ability to do so.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominations Committee may consider such other factors as it may deem appropriate, which may include, without limitation, judgment, skill, diversity, experience with businesses and organizations of comparable size to the Company, the interplay of a Candidate’s experience with the experience of other directors and the extent to which a Candidate would be a desirable addition to the Board and any committees of the Board.
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| Authored by: entre on Friday, March 03 2006 @ 02:09 PM EST |
| For PJ [ Reply to This | # ]
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| Authored by: SpaceLifeForm on Friday, March 03 2006 @ 02:14 PM EST |
Make 'em clickable if you got 'em.
---
You are being MICROattacked, from various angles, in a SOFT manner.[ Reply to This | # ]
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| Authored by: LarryVance on Friday, March 03 2006 @ 02:56 PM EST |
Is this the same Gary Cooper of Little Rascals fame? Or is this a new little
rascal?
---
Never underestimate your influence!
Larry Vance[ Reply to This | # ]
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| Authored by: Anonymous on Friday, March 03 2006 @ 03:18 PM EST |
Are apparently Darl's relatives. Everyone else know's Darl's philosophy of
business. . . "Contracts are what you use against people you have business
relationships with" lol. Yeah, I know, it's beating a dead horse, but I
just think it's funny how. . . inbred. . . most of SCO's business partnerships
turn out to be.[ Reply to This | # ]
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| Authored by: sschlimgen on Friday, March 03 2006 @ 03:18 PM EST |
Unless someone else has it, I'll start working on the first PDF, the one
referenced in the article:
If this is all new to you, here is the <complaint [PDF]> filed by the
trustee in the bankruptcy ...
Steve[ Reply to This | # ]
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| Authored by: SilverWave on Friday, March 03 2006 @ 03:24 PM EST |
Ah ha...
Judge people by the friends they keep...
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"They [each] put in one hour of work,
but because they share the end results
they get nine hours... for free"
Firstmonday 98 interview with Linus Torvalds[ Reply to This | # ]
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| Authored by: major_figjam on Friday, March 03 2006 @ 03:43 PM EST |
Is there any evidence Ms McBride might be related to Darl?
Is there any evidence Mr Kimball (also a director) might be related to Judge
Kimball?[ Reply to This | # ]
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- Andrea McBride?? - Authored by: Anonymous on Friday, March 03 2006 @ 03:56 PM EST
- Andrea McBride?? - Authored by: Anonymous on Friday, March 03 2006 @ 03:56 PM EST
- Andrea McBride?? - Authored by: Wol on Friday, March 03 2006 @ 03:57 PM EST
- Really? - Authored by: PolR on Friday, March 03 2006 @ 04:30 PM EST
- Andrea McBride?? - Authored by: Anonymous on Friday, March 03 2006 @ 04:03 PM EST
- common names - Authored by: Anonymous on Friday, March 03 2006 @ 04:10 PM EST
- common names - Authored by: Anonymous on Friday, March 03 2006 @ 04:19 PM EST
- Andrea McBride?? - Authored by: geoff lane on Friday, March 03 2006 @ 04:14 PM EST
- Andrea McBride--respect, please - Authored by: Anonymous on Friday, March 03 2006 @ 04:26 PM EST
- Andrea McBride?? - Authored by: Anonymous on Friday, March 03 2006 @ 05:37 PM EST
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| Authored by: Anonymous on Friday, March 03 2006 @ 04:04 PM EST |
| Phil Davies, President and Owner of 3d Communications, is featured in the
recent SCO Me PR, “As a Commerce Partner in SCO's EdgeClick solution
provider
program, (blah, blah).
3D Communications, Inc was founded by brothers Ron G
and Phil Davies in
1986. It was sold to IKON in June, 1997-- one of the last of
McBride's
whirlwind roll up of other firms in his brief and glorious career
with IKON.
The 3D ... Inc. version of the name is noted as merged and
expired in Utah's
business entity data base. A new Limited Partnership with the
same name and
a DBA alias to the Inc version was created in October 2002. IKON
was known
to have written off a number of the McBride purchases, so may have
handed
the operation back to the original owner.
Co-founder Ron Davies, has
his bio at BYU Idaho BusManagement where he
notes,
"1997-1999, 2000-2001;
National VP, Operations, Telecommunications
Business Unit, Ikon Office
Soloutions, Malvern, PA. Miserable experience."
McBride is closely aligned
with SCO Me through his wife's sales agent start-up
and the nod given 3D for a
commerce partner. It points to a very limited and
parochial group committed to
the SCO Me vision, but also supports the idea
McBride is still firmly in
charge.
Sources:
www.edgeclickpark.com/cqp.html
www.ikon.com/about/NewsArchives/archives/archive_content.asp?
prTXT=080497
www.byui.edu/BusManagement/
Ron%20Davies%20Biography%20BYU%20Iaho.htm
Searchable Database at: secure.utah.gov/bes/bes
credit due an Iberian
Inquisitioner who noticed:
Ron Davies got smacked down by the SEC for what he
did at Ikon:
http://
www.sec.gov/litigation/admin/34-42987.htm
[ Reply to This | # ]
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| Authored by: Anonymous on Friday, March 03 2006 @ 04:07 PM EST |
Over on Y!, Hamjudo thinks he has spotted some errors in the shares totals.
Anyone qualified who can check them over - Stats?
Tufty
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| Authored by: Anonymous on Friday, March 03 2006 @ 05:02 PM EST |
A little googling shows that the merger that created firstMarch was completed by
the time Burt Young joined the company. It appears that it was never
Whittman-Hart when he worked for it. He didn't work there long (March - Sept.)
and the company went bankrupt months after he left.
So why would they want to hide this? It looks like they lied. Is someone in
trouble?
[ Reply to This | # ]
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| Authored by: Anonymous on Friday, March 03 2006 @ 08:14 PM EST |
"One of the first companies to join the Me Inc. Sales Agent program is
EdgeLink Solutions." .... According to the Utah Department of Commerce Business
Entity website for EdgeLink Solutions, Inc., guess who is a Director, Treasurer,
and Vice President? One Andrea McBride.
Yegads and little fishes! One
of the classic MLM ploys is to ensure that the early joiners (who stand to make
considerable more money than the later ones because of their "downline") are
friends and family. [ Reply to This | # ]
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| Authored by: Anonymous on Friday, March 03 2006 @ 10:16 PM EST |
Boy some of the research here trying to track down the McBrides is awesome
without actually being sleazy. I am really quite impressed with the quality and
tone of investigative "reporting" without resorting to distortion and
out and out bias and lies.
I will state a personal observation about Utah. Having lived there for about
four years. I can personally observe that there are a scary number of businesses
in Utah which have the same sorts of "questionable" business
practices, flimsy mgt linkages via families and personal "connections"
in the way which makes one kind of feel ill about doing business.
The local culture or laws certainly do not condone nor support the kind of crazy
MLM, edgy sort of behavior which seems to be the stock in trade of McBride and
many of the related henchmen mentioned as involved as beneficiaries of some
pretty quacky stuff here. In fact LDS church leaders with a real pulse on their
flocks would likely remove some of the sheep from their flocks for less than the
kind of stuff which appears to be going on at SCO. Yet, I personally challenge
any of you amateur sleuths to find very many companies in Utah free of this kind
of stuff. Utah is an insular culture and lifestyle, with some VERY tight
demographics which lock it into a slow (if ever) pattern of change. The culture
is not one of open transparency, unfettered by nepotism, or personal favors.
The stuff you have uncovered over the past couple of years here in my experience
seemed to be stock in trade for much of Utah high tech (and I would bet the same
is true for Nutritionals, beauty products, and a few others where MLM's
flourish). Just try a readout of the history of Novell, Wordperfect, LANDesk
(pre and post intel), Caldera & Canopy (some of this is already clear), etc,
and look up the histories of the individuals involved in Mgt. You will continue
to find more interesting connections all over the place. You might find that
instead of only working one link, you might have to search to or three links
deep and further back, but it's been fun watching you folks find the stuff you
have already found.
Don't get me wrong, there are a bunch of good, honest, hardworking, brilliant,
entrepenuerial (and not) folks in Utah. Some of the folks just want to do good
things and make a postive difference in their sphere. There are also a number
of folks involved in some stuff I would not be caught dead doing or involved in.
But overall check the UT statistics out about bankruptcies, business fraud, and
prosecutions for the kind of stuff not too far to the bad side of where SCO is
now. Compare UT against the other states. You might find the statistics
staggeringly suspect in the direction I am pointing. Utah was a nice place to
live, and lots of folks are moving there, but the business climate was not one I
felt comfortable in.
;-)[ Reply to This | # ]
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| Authored by: stats_for_all on Friday, March 03 2006 @ 11:54 PM EST |
| Omar Leeman gets a new lead in his biography in the current DEF 14A: "Omar
T.
Leeman is the Senior Vice President of Sales and Customer Support for
TrueContext Corporation"
TrueContext
is a private
Canadian company that does Windows CE and PDA mobile glue
for enterprise
applications. They list their funders, management + directors at
their
website. Looks like they are light years ahead of SCO on the
database-to-
mobile phone widget.
It would be curious to learn what new
relationships Mr. Leeman's new job has
brought him, and whether he has
relocated to Canada. [ Reply to This | # ]
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