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The Caldera-Santa Cruz Deal - The 2001 Registration Statement
Monday, June 19 2006 @ 03:05 AM EDT

I came across a 2001 SEC filing by Caldera I think we should have in Groklaw's collection. It's too long to reproduce in full, but I'll put a link to it in our Contracts page. It's the Registration Statement, Form S-4, as filed with the SEC on March 26, 2001. I've been reading and rereading it for hours, trying to figure out how that deal was structured. I still don't get it. In fact, I'm more confused than when I started, and I'm even starting to wonder if the parties back then were similarly confused.

The Agreement and Plan of Reorganization by and between Caldera Systems, Inc., Caldera Holding, Inc., and Santa Cruz Operation, Inc. dated August 1, 2000 states that after the deal, the parties needed to get their shareholders to agree, and this registration statement is memorializing that part of the process, and part of the filing is letters to the shareholders of each company.

I've never been able to understand why they did it as a reorganization instead of an asset purchase, but this document indicates there were tax benefits to doing it that way. What I still have trouble with is figuring out where the Santa Cruz divisions' assets ended up. What I discovered, though, is that the S-4 has a long exhibit index, and I'll bet if we could read all the exhibits, we could finally figure it all out.

The registration statement was filed by Caldera International, Inc., which is I gather the mother ship company formed by the deal, and you find a letter to the Caldera Systems, Inc. shareholders, asking them to bless the "reorganization":

Dear Caldera Systems Stockholders:

I am writing to you today about our proposed combination with the server and professional services groups of The Santa Cruz Operation, Inc. The combination will create a combined company to offer comprehensive business solutions based on both the Linux and UNIX platforms.

In the combination, each share of Caldera Systems common stock will be exchanged for one share of common stock of a new entity, Caldera International, Inc.

That makes it sound simple. Caldera Systems, Inc. would merge with two of Santa Cruz's divisions to form a new combination company, Caldera International, Inc. What I can't get clear is who merged with what when? Where exactly did the Santa Cruz assets go? To Caldera Systems, Inc.? Or to Caldera International, Inc.? Here's how the Reorganization Agreement explains it, with my very perplexed thoughts in blue:

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is entered into as of August 1, 2000, by and among Caldera Systems, Inc., a Delaware corporation including for all purposes Caldera Surviving Corporation, ("Caldera"), Caldera Holding, Inc., a Delaware corporation ("Newco") and The Santa Cruz Operation, Inc., a California corporation ("SCO")
[So it's a three-party deal, old SCO, Caldera Systems, Inc. and Newco, Caldera Holding, Inc.]
RECITALS

A. The parties intend that, subject to the terms and conditions of this Agreement, (i) a new Delaware corporation referred to herein as Newco has been formed by Caldera solely for the purpose of the transactions contemplated hereunder;

[So, Newco has already been set up prior to the deal, and Caldera Holding, Inc. is Newco. ]
(ii) a newly formed, wholly owned subsidiary of Newco ("Merger Sub") will be merged with and into Caldera, with Caldera being the surviving corporation of such merger (the "Merger"),
[So my understanding is that they formed, prior to the deal or part of it, a newly formed subsidiary -- not a subsidiary of Caldera Systems, Inc., but of Newco, Caldera Holdings, Inc. -- and this subsidiary of Newco, Caldera Holding, Inc., was to be merged with and into Caldera Systems, Inc., which "Caldera" has been defined as meaning, with Caldera Systems, Inc. being the surviving corporation of that merger. So far, so good, even if I don't see why it was necessary to do it that way.]
and all outstanding Caldera securities will be converted, on a share for share basis, into Newco securities having identical rights, preferences and privileges, with Newco assuming any and all outstanding options and other rights to purchase shares of capital stock of Caldera (with all such Newco securities issued to former Caldera security holders initially representing the Caldera Percentage Interest in Newco), all on the terms set out in this Agreement and in the Certificate of Merger substantially in the form of Exhibit A hereto (the "Certificate of Merger") and the applicable provisions of Delaware Law;
[This is where I get confused. If Caldera Holding, Inc. is Newco, and they said so in the intro, then what is Caldera International, Inc.? That's who was going to be issuing stock, not the now defunct Caldera Holding, Inc. The definition of Newco seems to be morphing. Is Newco Caldera Holding, Inc. before the deal and Caldera International, Inc. after it? It appears that way.]
(iii) SCO and certain of its subsidiaries as herein specified will contribute to Newco,
[ Do you see why it matters, which entity is Newco? It says that Santa Cruz would contribute to Newco. When? Is it being contributed to Caldera Holding, Inc., the original Newco, which ends up a subsidiary of Caldera International, Inc.? Or did Santa Cruz contribute to Caldera International, Inc.? If Newco has now morphed into Caldera International, Inc., it's a valid question. So... um, where is oldSCO putting its assets? If you make oldSCO a quarter, and a penny be Caldera Systems, Inc., and a nickle be Caldera Holding, Inc., and a dime be Caldera International, Inc., see if you can make a deal and keep it all straight. Then try with both Caldera International and Caldera Holding being the same coin. ]
all on the terms herein specified, all of the Contributed Stock of the Contributed Companies (with each of the Contributed Companies thereby becoming a wholly owned subsidiary of Newco)
[ Each of the contributed companies from SCO becaome a wholly owned subsidiary of Newco? They don't become part of Newco? And which entity is Newco?]
and the Contributed Assets in consideration for the issuance by Newco to SCO of shares of Common Stock of Newco, $0.001 par value ("Newco Common Stock"), and (iv) Newco will assume all options to acquire common
[Here, it has to mean Newco is Caldera International Inc., but if so, why not simply say so in the Reorganization Agreement instead of calling Newco Caldera Holding, Inc.?]
stock of SCO held by the Employees (other than David McCrabb, Jack Moyer and Jim Wilt) hired or retained by Caldera (the "Optionees") and such options will be converted into options to purchase Newco Common Stock ("Newco Options") as set forth herein, which Newco Common Stock issued to SCO and Newco Options will represent in the aggregate a fully diluted equity interest in Newco equal to the difference between 100% and the Caldera Percentage Interest. The transactions described in subpart (iii) and (iv) of the foregoing sentence are collectively the "SCO Transaction."...

1. Plan of Reorganization.

1.1 The Organization of Newco and Merger Sub.

Caldera has formed Newco under the laws of the State of Delaware for the purposes of the

[Again, we see that Newco has already been formed. It's not the result of some merger later in the deal. It exists as Caldera Holding, Inc. as the parties enter the deal.]
transactions contemplated by the Merger and in accordance with the terms of this Agreement. Newco currently has no outstanding securities and has conducted no business and, prior to the Effective Time, will not issue any securities, will conduct no business or operations, will have no assets and will enter into no agreements nor incur any obligations or Liabilities, except as required or contemplated by this Agreement or necessary to perform its obligations hereunder. As soon as practicable after the date hereof, Newco shall form the Merger Sub as a wholly owned subsidiary, which will conduct no business prior to
[Is this the combo of Caldera Holding, Inc. and Caldera Systems, Inc.? If not, what is it?]
Closing except as expressly contemplated hereunder.

1.2 The Merger. At the Closing, subject to the terms and conditions of this Agreement, Caldera will execute and deliver and will file with the Secretary of State of the State of Delaware in accordance with relevant provisions of the Delaware Law, a Certificate of Merger providing for the Merger of Merger Sub with and into Caldera, with Caldera being the surviving corporation upon the effectiveness of the Merger and thereby becoming a wholly owned subsidiary of Newco, pursuant to this Agreement, the Certificate of Merger and in accordance with applicable provisions of the Delaware Law.

So, where is Caldera International, Inc. in this picture? Is it now Newco? If so, then Caldera Systems, Inc. is a subsididary of it, and where are the two oldSCO division asssets? Where in that shuffle did SCO's assets go? I see that Caldera Holding, Inc. started out as "Newco," and that it says that Santa Cruz is donating its assets to Newco, and that what it donates will become a subsidiary of Newco. Try to do that with your coins:

SCO and certain of its subsidiaries as herein specified will contribute to Newco, all on the terms herein specified, all of the Contributed Stock of the Contributed Companies (with each of the Contributed Companies thereby becoming a wholly owned subsidiary of Newco)

Wait a sec. What is that last part saying? "...(with each of the Contributed Companies thereby becoming a wholly owned subsidiary of Newco)..." ? Each? But Caldera merged with Newco (Caldera Holding, Inc.) also, with it surviving, it said. Or am I getting confused again? It's like trying to find your way out of a maze. Can you unravel this heap of spaghetti from the statement?

In the combination, each share of Caldera Systems common stock will be exchanged for one share of common stock of a new entity, Caldera International, Inc. SCO will receive 16 million shares of Caldera International common stock (representing approximately 25.3% of Caldera International on a fully diluted basis), $23 million in cash (of which $7 million was advanced to SCO on January 26, 2001) and a non-interest bearing promissory note in the amount of $8 million that will be paid in quarterly installments of $2 million beginning the fifth quarter after the combination is completed. In addition, if the OpenServer line of business of the server and professional services groups generates revenues in excess of specified thresholds during the three-year period following the completion of the combination, SCO will have earn-out rights entitling it to receive 45% of these excess revenues. Based on a price per share of $1.50, the closing price of a share of Caldera Systems common stock on March 22, 2001, the last full trading day for which closing prices were available at the time of printing this joint proxy statement/prospectus, and not including any future payments SCO may be entitled to receive from its earn-out rights, the estimated value of the consideration to be paid for the server and professional services groups would be approximately $55 million. SCO employees who join Caldera International will receive options to purchase approximately 1.8 million shares of common stock of Caldera International (representing approximately 2.8% of Caldera International on a fully diluted basis). In the combination, Caldera Systems will become a subsidiary of Caldera International. Please refer to page 68 for further discussion of the types and amounts of consideration to be paid to SCO in the combination. The combination is described more fully in the accompanying joint proxy statement/prospectus.

The best I can make out, Caldera International, Inc. is the name of the new company, but what is its relationship with oldSCO's assets? Here's the statement's shareholder letter from Santa Cruz:

Dear Shareholder of The Santa Cruz Operation:

We invite you to attend a special meeting of the shareholders of The Santa Cruz Operation, Inc. ("SCO") to be held at 425 Encinal Street, Santa Cruz, California at 10:00 a.m. local time, on May 4, 2001. At the special meeting, we will ask you to consider a proposal to approve and adopt the agreement and plan of reorganization that we entered into with Caldera Systems, Inc. and Caldera International, Inc. on August 1, 2000 and amended on September 13, 2000, December 12, 2000 and February 9, 2001, and a proposal to change our corporate name to "Tarantella, Inc."

Under the agreement and plan of reorganization, Caldera Systems, Inc. will acquire the assets of our server and our professional services groups. A new company, Caldera International, Inc., will be formed, combining the assets of Caldera Systems with the assets acquired from SCO. After the combination is completed, we will continue to operate our Tarantella business, and accordingly, have decided to change our corporate name. Under the proposed transaction, SCO will receive 16 million shares of Caldera International (representing approximately 25.3% of Caldera International on a fully diluted basis), $23 million in cash (of which $7 million was received on January 26, 2001) and a non-interest bearing promissory note in the amount of $8 million that will be received in quarterly installments of $2 million beginning the fifth quarter after the combination is completed. In addition, if the OpenServer line of business of the server and professional services groups generates revenues in excess of specified thresholds during the three-year period following the completion of the combination SCO will have earn-out rights entitling it to receive 45% of these excess revenues. Based on a price per share of $1.50, the closing price of a share of Caldera Systems common stock on March 22, 2001, the last full trading day for which closing prices were available at the time of printing this joint proxy statement/prospectus, and not including any future payments SCO may be entitled to receive from its earn-out rights, the estimated value of the consideration to be paid for the server and professional services groups would be approximately $55 million. SCO employees who join Caldera International will receive options to purchase approximately 1.8 million shares of common stock of Caldera International (representing approximately 2.8% of Caldera International on a fully diluted basis). Please refer to page 68 for further discussion of the types and amounts of consideration to be received by SCO in the combination.

That seems to indicate that Caldera Systems, Inc. would acquire the oldSCO assets, and together the combined assets would form a new company, Caldera International, Inc. This seems to equate Caldera Holding, Inc. with Caldera International, Inc., because it says that it entered into an agreement with Caldera Systems, Inc. and Caldera International, Inc. But the Reorganization Agreement says the three parties were Caldera Systems, Inc., Caldera Holding, Inc., and Santa Cruz Operation. So is Caldera Holding, Inc. the same thing as Caldera International, Inc.? Not at the time of the agreement, surely, unless I'm missing something, which is certainly possible. So if I am understanding the steps, it's the three parties form a reorganization agreement, whereby oldSCO would contribute assets to Caldera Systems, Inc., which has already set up Caldera Holding, Inc, which is eventually to become the new company, Caldera International, Inc., made up of the assets of oldSCO and Caldera Systems, Inc., except that the combination will be a subsidiary? How'm I doing? Santa Cruz's 10K back at the time seems confused:

In August, 2000, SCO and Caldera Systems, Inc., (Nasdaq: CALD), entered into an agreement in which Caldera Systems would acquire assets from the SCO Server Software and Professional Services Divisions. The agreement is subject to the approval of regulatory agencies and The Santa Cruz Operation, Inc. and Caldera Systems, Inc. stockholders, and is expected to close in January 2001. SCO will receive 28.6% ownership interest of Caldera, Inc., which is estimated to be an aggregate of approximately 18.4 million shares of Caldera stock and $7 million in cash. SCO will retain its Tarantella Division, and the SCO OpenServer revenue stream and intellectual properties.

SCO got ownership interest in Caldera, Inc.? That doesn't seem right. The problem is, when you say Caldera, what exactly do you mean? Caldera Systems, Inc.? Caldera Holding, Inc.? Caldera International, Inc.? Caldera, Inc. was the entity that sued Microsoft, no? Surely oldSCO didn't own part of that, did it? In short, no one back then seemed to be very good at making things clear, and not just on the issue of intellectual property. Did anyone back then actually know what was being transferred? Did they clearly communicate it to each other? And look at this segment of the letter to Caldera shareholders, in the S-4:

Q: WHAT IS "NEW CALDERA"?

A: New Caldera is what we call the combined company after the combination in this joint proxy statement/prospectus. The entity will be named Caldera International, Inc., and it will become the parent company of Caldera Systems. New Caldera will also directly own the server and professional services groups contributed by SCO.

Doesn't that seem to indicate that Caldera Systems, Inc. is one entity and the SCO assets become another? In Novell's Answer to SCO's Second Amended Complaint with Counterclaims, in the counterclaims section, it says it went like this:

29. On August 1, 2000, Santa Cruz entered into an agreement with Caldera Systems, under which Caldera Systems acquired Santa Cruz's Server Software and Professional Services divisions. With the acquisition, Caldera Systems planned to add Santa Cruz's UNIX server solutions and services to its Linux business.

30. On May 7, 2001, pursuant to an amendment to the agreement between Santa Cruz and Caldera Systems, Caldera International ("Caldera") was formed as a holding company to own Caldera Systems, including the assets, liabilities and operations of Santa Cruz's Server Software and Professional Services divisions.

I don't think that matches the date here, where Caldera International, Inc. is filing a document with the SEC in March of 2001, presumably prior to its formation in May. I can't explain it. I just see it. Maybe the exhibits will help us figure this all out. The registration statement has some exhibits attached that you can read, mostly consents from accountants, and one that is listed as having been filed previously, Exhibit 21.1, "Subsidiaries of the Registrant", but it doesn't tell us where to find it. There is also a lengthy Exhibit Index, which enumerates various corporate forms and documents. If I were working on this case, that's what I'd be looking at. Of course the "reorganization agreement" is there. Here are some other exhibits that struck my eye as being interesting:

**5.1 Opinion of Brobeck Phleger & Harrison, LLP. **8.1 Tax Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

**8.2 Tax Opinion of Brobeck Phleger & Harrison, LLP.

10.1 Conversion Agreement, dated December 30, 1999, between Caldera, The Canopy Group, Inc. and MTI Technology Corporation (incorporated by reference to Exhibit 10.1 to Caldera's Registration Statement on Form S-1 (File No. 333-94351)).

10.2 Form of Series B Preferred Stock Purchase Agreement between the Registrant and the Series B investors (incorporated by reference to Exhibit 10.2 to Caldera's Registration Statement on Form S-1 (File No. 333-94351)).....

10.13 Asset Purchase and Sale Agreement, dated September 1, 1998, between Caldera, Inc., a Utah corporation and Caldera (incorporated by reference to Exhibit 10.8 to Caldera's Registration Statement on Form S-1 (File No. 333-94351)).

10.14 Amended and Restated Asset Purchase Agreement, dated as of September 1, 1998, between Caldera, Inc., a Utah corporation, and Caldera (incorporated by reference to Exhibit 10.9 to Caldera's Registration Statement on Form S-1 (File No. 333-94351)).

10.15 Stock Purchase Agreement, dated January 27, 1999, by and among Caldera, the Canopy Group, Inc. and MTI Technology Corporation (incorporated by reference to Exhibit 10.10 to Caldera's Registration Statement on Form S-1 (File No. 333-94351)).

10.16 Stock Purchase Agreement, dated January 6, 2000, between Caldera and Lineo, Inc. (incorporated by reference to Exhibit 10.11 to Caldera's Registration Statement on Form S-1 (File No. 333-94351))....

10.23 Lease Agreement, dated September 1, 1998, between Caldera and Caldera, Inc., a Utah corporation (incorporated by reference to Exhibit 10.19 to Caldera's Registration Statement on Form S-1 (File No. 333-94351))....

**10.35 Form of Stockholder Agreement, among the Registrant, Caldera, The Santa Cruz Operation, Inc., MTI Technology Corporation and The Canopy Group, Inc.

**10.36 Form of Sales Representative and Support Agreement, between the Registrant and The Santa Cruz Operation, Inc.

**10.37 Form of Open Server Research & Development Agreement between the registrant and The Santa Cruz Operation, Inc.

**10.38 OEM Distribution Agreement, dated June 27, 2000, between Caldera and The Santa Cruz Operation, Inc.

**10.39 Agreement for Linux Professional Consulting Services between The Santa Cruz Operation, Inc. and Caldera Systems, Inc.

**10.40 Strategic Business Agreement between The Santa Cruz Operation, Inc. and Caldera Systems, Inc.

**10.41 Stock Purchase and Sale Agreement between The Canopy Group, Inc., Caldera Systems, Inc. and Metrowerks Holding, Inc.

**10.42 Stockholder Agreement between Lineo, Inc., Bryan Sparks, Dry Canyon Holding Company LLC and Metrowerks Holdings, Inc.

**10.43 Warrant Purchase Agreement between Lineo, Inc. and Metrowerks Holdings, Inc.

Of course, if you're really working on a case, somebody reads every single one. And you don't have to do so much digging, because you can just subpoena all the records. The reorganization agreement in paragraph 2.4, for instance, details that SCO delivered to Caldera all its SEC filings from 1995 onward and it tells us that SCO provided a very complete Disclosure Letter, so you can just get the documents by subpoena, and if there is something you don't understand, you can just ask at a deposition. It's fun. It's like working on a jigsaw puzzle. The puzzle to solve here is, which Caldera are we talking about at any given point? Caldera? Caldera, Inc.? Caldera Holdings? Caldera Systems, Inc.? Caldera International, Inc.? And what exactly was the purpose of each? For example, the document tells us this is part of what would occur if the deal went through:

THE COMBINATION

Caldera, New Caldera and SCO have entered into a reorganization agreement that provides for the following transactions:

- New Caldera will purchase the server and professional services groups from SCO ....

- Caldera will merge with a subsidiary of New Caldera and as a result will become a wholly-owned subsidiary of New Caldera.

Who is who in this picture? "A subsidiary" of New Caldera, meaning Caldera International, Inc. would merge with Caldera Systems, Inc.? But Caldera International would be purchasing the two divisions from Santa Cruz? Then what? I confess, I don't know, and I surely would love to read all those exhibits to try to solve the puzzle. The reason it might matter is, if the assets went to Caldera International, Inc., and not to Caldera Systems, Inc., I think the wrong entity is suing the world. And what exactly is the relationship of MetroWerks, Lineo and MTI with Caldera-whichever? I'm sure by the list alone you can see that if you had all those documents, you'd have a much clearer picture of what the deal with Santa Cruz was about.

The Caldera Systems, Inc. directors at the time were Ransom H. Love, Ralph J. Yarro III, Steve Cakebread, Edward Iacobucci, Raymond J. Noorda, and Thomas P. Raimondi, Jr. There are the usual Canopy-of-the-day liberal terms for stock options, bonuses, and incentives like phantom stock, and promises of indemnification everywhere. It also has an interesting "Intellectual Property" section that indicates that as far back as 2000, there was a dispute about the trademarks UNIXWARE and OPENSERVER between Santa Cruz Operation and X/OPEN. Here's how the paragraphs read:

INTELLECTUAL PROPERTY

The success of the server group largely depends on the ability to protect trademarks, trade secrets, and certain proprietary technology. To accomplish this, the group relies on a combination of trademark and copyright laws and trade secrets. Both the server and professional services groups also require their employees and consultants to sign confidentiality and nondisclosure agreements.

SCO also owns the trademark rights to "OPENSERVER" and "UNIXWARE" in the United States and other jurisdictions. On or around May 23, 2000, SCO was made aware that X/Open (the owner of the UNIX trademark) filed a cancellation action against SCO's UnixWare trademark registration in Japan. On July 4, 2000, SCO, through its trademark counsel in Japan, Tani & Abe, submitted arguments to the Japanese Patent Office in response to the cancellation. On October 10, 2000, the Japanese Patent Office rendered its decision that SCO's UnixWare trademark registration should be maintained. On or around May 23, 2000, SCO was made aware that a joint opposition action had been filed by X/Open (the owner of the UNIX trademark) and Novell against our European Community Trademark Application. The parties requested and received an extension to the cooling off period, which was extended to November 17, 2000. X/Open has been granted the opportunity to submit further facts, evidence or arguments in support of the opposition on or before January 17, 2001. SCO must submit, through its trademark counsel in the UK, Clifford Chance, its observations in reply on or before March 17, 2001, which period may be extended to ensure that SCO has at least two full months to respond to any new material submitted by X/Open. The parties requested and received an additional extension to the cooling off period, which was extended to March 17, 2001.

Do you remember what SCO Group told the USPTO about the UNIX trademark when it was trying (it failed) to get the trademark UNIX SYSTEM LABORATORIES?

Because UNIX SYSTEM LABORATORIES is now part of the Applicant, this trademark should be sent on to publication. In 1992, Novell purchased UNIX SYSTEM LABORATORIES and all of the UNIX assets, including all trademarks owned by UNIX SYSTEM LABORATORIES. In 1995, The Santa Cruz Operation, Inc. purchased all of the UNIX assets from Novell. As part of the transaction, Novell assigned the UNIX and UNIXWARE trademarks to The Santa Cruz Operation. In 2001, The Santa Cruz Operation completed the sale of, inter alia, the UNIXWARE technologies to Caldera Systems, Inc. Caldera subsequently changed its name to The SCO Group. Because of this, the mark should be allowed to go on to publication.

Did they know better? If they read their own Registration Statement, they certainly would have had a clue. Of course, we know how it all came out, but it may explain the odd wording of the IP clause in the Reorganization Agreement:

2.15 Intellectual Property.

(a) The Contributed Companies and, insofar as it relates to the Group Business, the Contributing Companies own, or have the right to use, sell or license such Intellectual Property Rights as are necessary or required for the Conduct of the Group Business (such Intellectual Property Rights being hereinafter collectively referred to as the "SCO IP Rights") and such ownership or rights to use, sell or license are reasonably sufficient for the Conduct of the Group Business, except for any failure to own or have the right to use, sell or license that would not have a Material Adverse Effect on the Group Business.

Just a little muddy, don't you think? The agreement goes on to state, "(e) To SCO's Knowledge, no third party is infringing or misappropriating any of the SCO IP Rights." I can't put all that together, but at least the registration statement mentions the dispute. But bottom line is, SCO Group had to know, I think, from all this that its USPTO trademark application was, to put it kindly, inaccurate. At a bare minimum, it knew that the UNIX trademark belonged to X/OPEN.

Finally, the registration statement includes a great deal of financial information, as well as a timeline on how the deal was put together. Reasons why the two entities wished to combine are outlined, and then each company's reasons for wanting the deal are listed. Caldera's list answers SCO's oft-asked question of what the company paid all that money for:

In addition to the joint reasons discussed above, the board of directors of each company also considered separate reasons for approving the combination, which are summarized below.

Caldera's reasons for the combination

The Caldera board of directors believes that the following are additional reasons for stockholders of Caldera to vote "FOR" approval and adoption of the combination:

- The server and professional services groups have a comprehensive, international, multi-tiered distribution channel, including several joint venture, value added resellers and original equipment manufacturers. These could provide New Caldera with significant additional opportunities to market its Linux offerings domestically and internationally;

- The server and professional services groups have an extensive international infrastructure that could accelerate New Caldera's ability to market Linux technologies in foreign markets;

- The server and professional services groups own and have rights to several technologies that, if ported for use on a Linux platform, could significantly expand Caldera's Linux product offerings; and

- New Caldera would have significantly higher revenue than Caldera. New Caldera's pro forma net revenue was $143.5 million for fiscal 2000. We believe these revenue streams could provide greater flexibility for purposes of financing operations of New Caldera.

Interesting, isn't it? They wanted the distribution channel and the international infrastructure, something Caldera lacked, and as for the code, it wanted it to port the technology to Linux, to "significantly expand" Caldera's Linux product offerings.


  


The Caldera-Santa Cruz Deal - The 2001 Registration Statement | 105 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
The Caldera-Santa Cruz Deal - The 2001 Registration Statement
Authored by: cshabazian on Monday, June 19 2006 @ 03:20 AM EDT
Ok, so who can clarify all this?

[ Reply to This | # ]

Corrections here
Authored by: MathFox on Monday, June 19 2006 @ 03:24 AM EDT
All in one thread for Pamela to collect.

---
If an axiomatic system can be proven to be consistent and complete from within
itself, then it is inconsistent.

[ Reply to This | # ]

Slightly off topic - maybe
Authored by: Nonad on Monday, June 19 2006 @ 04:24 AM EDT
Its all one massive shell game - and no one knows where the pea went.

Some of this has been discussed on Groklaw over two years ago ago, and no resolution of the fate of the pea has ever been reached.

Older Groklaw discussion.

(I'm not at all convinced there IS a pea since most of my UNIX manuals - from BTL and WECo - don't have copyright notices, and most of the source code didn't either. Since many were from before 'automatic' copyright, I question the existance of any viable copyright on ANYTHING in BTL's UNIX systems that was published with no copyright notice prior to automatic, no-notice copyrights.)

Nonad the Nomad

[ Reply to This | # ]

Off Topic thread
Authored by: MathFox on Monday, June 19 2006 @ 04:25 AM EDT
For Open Source legal issues not releated to the current article. Links and a
small description of the page linked to are appreciated.

---
If an axiomatic system can be proven to be consistent and complete from within
itself, then it is inconsistent.

[ Reply to This | # ]

The Caldera-Santa Cruz Deal - Could this be it?
Authored by: Ian Al on Monday, June 19 2006 @ 04:30 AM EDT
The way I read it, to make it pull together, is as follows.

Caldera Systems create Newco (aka, Caldera Holdings) to be the holding company
for all of the Caldera group. As a holding company, all the stock and options of
Caldera Systems are to be transferred to Caldera Holdings.

Caldera Holdings set up a new subsidiary (merger sub) to act as a container for
all SCO assets to be transferred to Caldera Holdings.

Caldera Holdings merge the two subsidiaries, Caldera Systems and Merger Sub to
form a single subsidiary, Caldera International.

SCO, SCO option holders and SCO shareholders get part ownership or options in
Caldera Holdings in proportion to the value of the transferred assets and cash
(now, don't you get me started about that!). Caldera Systems shareholders etc.
get stock/stock options in Caldera Holdings in proportion to the value
contributed by Caldera Systems (you're really pushing your luck, arn't you?).

I notice the following: "SCO will retain its Tarantella Division, and the
SCO OpenServer revenue stream and intellectual properties." IIRC,
OpenServer was transferred to Caldera International at a later date. Dunno about
the IP, though ;-)

If my reading is correct, after the transactions, Caldera International,
eventually to be renamed SCOG is the single, wholly owned subsidiary of Caldera
Holdings. If Caldera Holdings no longer exists, then the subsidiary must have
been subsumed into the holding company. That would, presumably, not be a problem
since all the stock was in the holding company, anyway.

---
Regards
Ian Al

[ Reply to This | # ]

Timing, Awareness, Incompetence and... Darl
Authored by: sproggit on Monday, June 19 2006 @ 04:47 AM EDT
PJ's closing remarks in her article here - to the effect that "The SCO
Group" must have known about the disputed ownership of the "UNIX"
Trademark - got me thinking again.

IIRC in a Court of Law a Limited Company is considered a "legal
entity" - ie a "person" or pseudo-person, if you will, in the
eyes of the law. There is also a legal relationship between the directors of
that company and the legal entity, since it is the directors who are legally
responsible for the acts of their company.

So the wording of PJs article got me wondering about a situation in which there
is a slow but steady rotation of staff through an organisation. For example,
let's say that in the year 2000, four friends formed a company and each became
directors. Then in each of the four subsequent years, [2001, 2002, 2003, and
2004] one director resigned per year and was replaced. By the time that we get
to 2005, what we'd see is, in effect, an all-new board.

Now, in the eyes of the law, this new board of Directors is every bit as legally
liable as the "founding four" in this theoretical company. However, in
terms of *competence*, would they have the same level of 'in-the-head' awareness
as the original founders? No, of course not. So this introduces the first
un-answered question in my mind.

Of the current Directors of The SCO Group, exactly how many have been
"in" since the beginning, say pre-Caldera days? How many *should* have
first-hand knowledge of the deals we've been discussing? Evidence is not clear,
but is it possible that current Directors of "The SCO Group" are
keeping those people quiet and out of the picture in case their testimony sinks
their own boat?




The second question relates to the behaviour of the company now known as
"The SCO Group" and the timing of the arrival of Darl McBride as it's
CEO. There are other players in this particular drama, as we have seen. There
are people like Ralph Yarro and Darcy Mott - ie "players" who were
pulling deals within the Canopy Group. This collection, at least on the face of
the evidence surfaced to date, seem to have been instrumental in setting policy
and direction within certainly TSG and possibly Canopy. Then you have
individuals like Sandeep Gupta. Gupta appears to have been "co-opted"
into becoming a Director of TSG, perhaps lured by the multi-Billion dollar
"prize" that Darl had been promising, perhaps "pursuaded" to
join the ranks by other motives we're not privvy to.

Either way, over a period of time we have seen the behaviour of "The SCO
Group" change. Darl McBride talked publicly about the review of IP that he
instigated upon arrival. We've also seen that he has had a history of trying to
use IP laws to generate an income in a previous corporate venture.

But my second question relates to those Directors or senior employees who may
pre-date this and may have knowledge that runs counter to Darl's interest here.
I wonder if it would be possible to draw from press articles and SEC filings a
timeline showing the arrivals and departures of the Board of Directors of the
various incarnations of what is now "The SCO Group". In particular,
what would interest me would be departures when it became obvious that the new
corporate strategy was to litigate for income. Anyone leaving at that time, say
on ethical grounds, might make for a very interesting witness... [Though it's
probably way too late to depose them].

And finally, offered only in a semi-serious way, would anyone care to take a
shot at what sort of legal defense a defeated Darl McBride might have [if TSG
were to lose this case] if sued by shareholders? Depends on the charge, of
course, but given what's happened to date they could be very broad indeed!

I'm wondering if, as we've discussed above that a "company" can be
considered a legal "person" in the eyes of the law, can a company
plead "not guilty" on the grounds of diminshed responsibility?
Kidding.

[ Reply to This | # ]

But no writings about copyright
Authored by: Chris Lingard on Monday, June 19 2006 @ 06:36 AM EDT

Way back, Santa Cruz Operation, Inc.bought something from Novell. The writings do mention instruction manuals; but no mention of copyright to UNIX. They did not have the money to do a full deal; instead paid with Santa Cruz shares, and agreed an agency deal with Novell, such that they sell on a commission basis. They agreed to give Novell all monies from sales, and that Novell would pay them 5% commission. Owning copyright to an instruction manual does not give you ownership of what it describes, and the knowledge has been in public domain for years.

If there is no transfer of copyright in the above deal, then Santa Cruz's successor owns the copyright to the manuals, so Tarantella, Inc, now owned by Sun would be the owners.

Later Caldera released the UNIX source; then withdrew the mirrors; then changed their name to SCO. All though these various changes there was no claims to copyright, nor writings to transfer them. Though they state that assets are transfered, this, by itself, does not transfer copyright claims.

[ Reply to This | # ]

Ransom Love was interviewed at the SCO conference and didn't know what he got either!
Authored by: Anonymous on Monday, June 19 2006 @ 06:54 AM EDT
The Trade Show Floor: Ransom Love's Secret Master Plan for Linux and UNIX,
Posted on Wednesday, August 23, 2000 by Don Marti


"One more question for Ransom is whether he got any software patents in the
acquisition. He doesn't know, and adds, "That wasn't our intent."

Note: see the entire article for much more of interest too because Ransom Love talks about
FORKING LINUX at the time - intent  (this part still is confusing... the master plan?)!

More about intentions to Open Source what they got found at Groklaw reader's comment/post here:
(from the same article)...

So - if the intention was the international marketing channel (and the book of customers to sell LINUX to....) then, if you read the SEC filings it is pretty clear that those were transferred.   What PJ did not cover in this article is that aspect of the transfer... the real estate (meaing the offices, etc).  All that seemed well covered in the filings I read, unless I missed something.  But, as to what in the realm of Intellectual Property transferred....that is still confusing as is the details of PJs article above.

[ Reply to This | # ]

The Caldera-Santa Cruz Deal - The 2001 Registration Statement
Authored by: Anonymous on Monday, June 19 2006 @ 07:05 AM EDT
This a long and compex document and Im sure that I have missed a few important
bits. I do however think I may be able to sort some of this out.

===

There existed 2 companies - Santa Cruz and Caldera. Caldera was originally a
Utah company and then re incoerpated as a Delaware one. We shall come back to
this.

A new company NewCo or New Caldera was created. This was a wholely owned
subsiduary of Caldera. In not going to try to figure out the Systems and the
Internation bits here because Im not quite sure I have this sorted myself.

Now Caldera moved its assets into this new subsiduary and then retook it over.
As well as doing this New Caldera also aquired some of the assets of Santa Cruz.


When you see things like this including moving a companies registration you have
to think tax law. I dont know the relevent tax law here but 1 will get you 10
that tax laws have something to do with this.

Proof that Santa Cruz and Caldera remained seperate includes:

"- all liabilities relating to the server and professional services groups
not expressly assumed by Caldera or New Caldera, and all liabilities whatsoever
relating to the business retained by SCO"

"Several SCO products traditionally bundled with OpenServer and UnixWare
are not being acquired by Caldera from SCO."

"As a result of the transfer to New Caldera of the capital stock of the
contributed companies, New Caldera will own all of the outstanding equity
capital of the contributed companies, each of which will remain liable for their
existing liabilities. In addition, New Caldera will not acquire the majority of
the accounts receivable nor will it assume certain accounts payables and other
liabilities of the server and professional services groups. New Caldera shall
assume, however, the following liabilities relating to the server and
professional services groups business"

There is no question that Santa Cruz ever ceased to exist here. This point has
come up before under priviledge disputes.

+++++++

There are a few interesting bits and pieces scattered around this document.

'"Contributed assets" means, subject to exceptions, (1) the assets
listed on certain schedules to the reorganization agreement, (2) intellectual
property rights material to the products of the server and professional services
groups,(3) assets used in the server and professional services groups and (4)
certain accounts receivable of the server and professional services groups.'

'(e) Unassignable Assets. Notwithstanding any other provision of this Agreement
or any of the Ancillary Agreements, to the extent that any of the Contributed
Assets are not assignable or otherwise transferable by the Contributing
Companies to Newco without the consent, approval or waiver of another party
thereto or any third party (including any governmental agency), or if such
assignment or transfer would constitute a breach thereof or of any other
material contract binding upon the transferor or any of its Affiliates, or a
violation of any applicable law, then neither this Agreement nor such Ancillary
Agreements shall constitute an assignment or transfer (or an attempted
assignment or transfer) thereof until such consent, approval or waiver of such
party or parties has been duly obtained.'

The second part here looks like boiler plate legal stuff. However given the
subsequent history one has to wonder.

++++++++

'While much of the code for Caldera's products is open source, its success
depends significantly on Caldera's ability to protect its trademarks, trade
secrets and certain proprietary technology contained in its products. Caldera
relies on a combination of copyright and trademark laws, and on trade secrets
and confidentiality provisions and other contractual provisions to protect its
proprietary rights. These measures afford only limited protection. Some
trademarks that have been registered in the United States have been licensed to
Caldera, and Caldera has other trademark applications pending in the United
States. Effective trademark protection may not be available in every country in
which Caldera intends to offer its products and services. Caldera's means of
protecting its proprietary rights in the United States or abroad may not be
adequate and competitors may independently develop similar technologies.
Caldera's future success will depend in part on its ability to protect its
proprietary rights.

Despite Caldera's efforts to protect its proprietary rights and technologies,
unauthorized parties may attempt to copy aspects of Caldera's products or to
obtain and use trade secrets or other information that Caldera regards as
proprietary. Legal proceedings to enforce Caldera's intellectual property rights
could be burdensome and expensive and could involve a high degree of
uncertainty.

These legal proceedings may also divert management's attention from growing
Caldera's business. In addition, the laws of some foreign countries do not
protect its proprietary rights as fully as do the laws of the United States.

If Caldera does not enforce and protect Caldera's intellectual property, its
business may suffer substantial harm.'

This looks interesting given that Caldera were looking for a new CEO at this
time. Again it may just be boiler plate.

++++++++++

There was trouble in the past with the Open Group:

'SCO also owns the trademark rights to "OPENSERVER" and
"UNIXWARE" in the United States and other jurisdictions. On or around
May 23, 2000, SCO was made aware that X/Open (the owner of the UNIX trademark)
filed a cancellation action against SCO's UnixWare trademark registration in
Japan. On July 4, 2000, SCO, through its trademark counsel in Japan, Tani &
Abe, submitted arguments to the Japanese Patent Office in response to the
cancellation. On October 10, 2000, the Japanese Patent Office rendered its
decision that SCO's UnixWare trademark registration should be maintained.

On or around May 23, 2000, SCO was made aware that a joint opposition action had
been filed by X/Open (the owner of the UNIX trademark) and Novell against our
European Community Trademark Application.

The parties requested and received an extension to the cooling off period, which
was extended to November 17, 2000. X/Open has been granted the opportunity to
submit further facts, evidence or arguments in support of the opposition on or
before January 17, 2001. SCO must submit, through its trademark counsel in the
UK, Clifford Chance, its observations in reply on or before March 17, 2001,
which period may be extended to ensure that SCO has at least two full months to
respond to any new material submitted by X/Open. The parties requested and
received an additional extension to the cooling off period, which was extended
to March 17, 2001.'

This might explain in part why new SCO tried to register the tradename.

++++++++++++++++++

A few other odds and ends:

'Caldera Systems, Inc. ("Caldera"), which was incorporated as a Utah
corporation on August 21, 1998, and reincorporated as a Delaware corporation on
March 6, 2000, began operations in 1994 as Caldera, Inc. (the
"Predecessor").'

Now this may all be completely conincidental but Brian S and I were hacking
over the dates where contarct between Yarro and Santa Cuz were known. We came to
a possible conclusion that if a plan was hatched to sue over Linux that this
would have come about sometime between May 1998 and August 1998. As I said this
could be a coincidence. Yarro created, took over and closed companies like they
were going out of fashion so it very hard to assert anything here. Its just the
timing looks interesting to me.

===

Troll Tech:

This document notes that Canopy took a 2% share in Troll Tech for a reasonable
sum of money. It does not record that Yarro was opointed to the Troll Tech
board. It is very likely there is a connection here. IMHO this looks like the
use of corperate assets to gain personal renumeration. Since Canopy is the
Noordas company no one else has stading to sue so this isnt strictly relevent.
But it is consistent with what we know.

==

'As a result of an option agreement between Canopy and Ralph J. Yarro III, which
was subsequently rescinded, the Company recorded a one-time compensation charge
of $372,000 during the year ended October 31, 2000. The option agreement allowed
Mr. Yarro to purchase shares of the Company's common stock directly from
Canopy.'

Interesting. One wonders about this. My guess here is that Yarro wrote himself
an option note that allowed him to buy Caldera shares from Canopy just before
Caldera/new SCO announced its law suit. Again we dont have this document so this
will have to remain a guess.

==

'In January 2000, the Company and Sun Microsystems, Inc. ("Sun"), an
investor in the Company's Series B preferred stock, entered into certain
software license agreements. These license agreements are for a term of 18
months and expire in June 2001.'

Very interesting. The MS settlement with Caldera was at the begining of 2000.
Sun and MS are two of the three known companies who bought SCO IP licences.
Both are listed as compeditors in this document.

The plot thickens.

--

MadScientist


[ Reply to This | # ]

The Caldera-Santa Cruz Deal - The 2001 Registration Statement
Authored by: dyfet on Monday, June 19 2006 @ 08:32 AM EDT
"Interesting, isn't it? They wanted the distribution channel and the international infrastructure, something Caldera lacked, and as for the code, it wanted it to port the technology to Linux, to "significantly expand" Caldera's Linux product offerings."

And it made a great deal of sense at the time. Like Novell had with Netware, (old) SCO had a strong VAR channel, and one with VAR's plugged into many enterprise accounts. Leverging a large but declining "old" Unix market base with a VAR channel who's livelyhood depended on being a VAR for the mother company, at the time they could have applied a strategy something like RHEL, perhaps also integrating support for old SCO Unix (levering ibcs, the SCO "libc" distributed on a GNU/Linux for old binaries, et el), and send it through that channel. In that process they could have leapfrogged over RedHat to become the largest and most financially successful GNU/Linux vendor in North Amerca. So yes, it would have made perfect sense at the time.

The only company holding "new" SCO back in the marketplace, or otherwise punishing "new" SCO, was certainly not IBM, but rather "new" SCO itself.

[ Reply to This | # ]

Due diligence.
Authored by: Anonymous on Monday, June 19 2006 @ 08:54 AM EDT
Even if you are buying a going concern, or merging with one, there is a
requirement for due diligence. There should be an auditor's report. There
should be a list of major assets.

In fact, somewhere in the Santa Cruz Operation's books there should be entries
showing the value of all of their assets. If they thought they owned the Unix
copyrights, they should be on the books with a value ascribed to them.

If I buy an asset I will normally want to write down (depreciate) the value of
that asset for tax purposes. To do that, the asset has to be on the books.

Not to belabor the point (I think I just did), if they thought they owned the
copyrights, they should be on the books and an auditor should have noted them
during the merger process.

IANAL, IANAA

[ Reply to This | # ]

I now understand the name
Authored by: Anonymous on Monday, June 19 2006 @ 09:38 AM EDT
Since it appears that at least in some views of the events, SCO's UNIX business
and "Caldera Systems" were both subsidiaries of "Caldera
International", changing the name of "Caldera International" to
"The SCO Group" is sort of logical, indicating ownership of (part of)
SCO and being a holding company (the "Group" part). So I wonder if
this was actually part of the reason of forming the holding company in the first
place? So that they could change the name when oldSCO was done with it.

And I wonder also if there is some vague strategy in someone's mind that they
could isolate the actions of "Caldera Systems" in participating in
OpenLinux and the SCO UNIX business, and thus avoid the GPL trap. This doesn't
seem like something they could have planned that early given who was in charge
at the time, but it may be a defense they will try. Although, since IANAL, I
have no idea how well you can legally isolate the actions of "wholly-owned
subsidiaries" from the actions of the parent company or other subsidiaries.

[ Reply to This | # ]

The Usual Reason for Reorganization
Authored by: Ruidh on Monday, June 19 2006 @ 12:01 PM EDT
...instead of an outright asset sale is taxes.

An asset transfer can not transfer any accumulated tax credits but a merger and
reorganization can. Tax credits are valuable -- if you have taxable income you
need to avoid taxes on. UNfortunately, Caldera never managed to get into a
profitable position where they would be able to take advantage of the tax
credits they would have received in a reorganization.


---
All my comments on this site are licensed under a Creative Commons License.
http://creativecommons.org/licenses/by-nc/2.0/

[ Reply to This | # ]

The Caldera-Santa Cruz Deal - The 2001 Registration Statement
Authored by: fredex on Monday, June 19 2006 @ 12:10 PM EDT
It would seem to me that IBM might be interested in finding out what it can
about this paper trail. One way to gain some info might be to depose Ransom
Love. Do we know if that has been done?... I don't recall hearing about it.

[ Reply to This | # ]

The Cast of Characters
Authored by: rsteinmetz70112 on Monday, June 19 2006 @ 01:14 PM EDT
Considering how confusing all of this seems I think it would be useful to list
all of the players and how they are described in PJ's article.

Caldera AKA Caldera Systems Inc. AKA Caldera Surviving Corporation.

Newco AKA Caldera Holding Inc.
Newco Merger Subsidiary AKA Merger Sub

Santa Cruz AKA The Santa Cruz Operations AKA SCO
Santa Cruz Subsidiaries AKA The Professional Services and Server Groups.

Caldera International.

What happened (not necessarily in this order) I think is;

1) Newco is renamed Caldera Holding Inc.

2) Caldera Systems is merged into Merg Sub and Merg Sub renamed Caldera Systems
International.

3) SCO subsidiaries are merged into Newco as separate subsidiaries.

This creates Caldera Holding Inc. with three subsidiaries, Caldera Systems Inc.,
SCO Professional Services Group and SCO Server Group.

How Caldera International came into being is not documented but I speculate that
it came after the merger and may have been part of an Canopy reorganization
which may have parked some of the assets elsewhere.

How does track through the documents?

First Newco is formed "Caldera Holding, Inc., a Delaware corporation
("Newco")" and renamed Caldera Holding Inc.

Second Caldera Systems is merged into Newco Merger Sub and renamed "a newly
formed, wholly owned subsidiary of Newco ("Merger Sub") will be merged
with and into Caldera, with Caldera being the surviving corporation of such
merger (the "Merger")". That seem to indicate Merger Sub was
renamed Caldera Systems.

Finally the two SCO divisions are subsidiaries "with each of the
Contributed Companies thereby becoming a wholly owned subsidiary of
Newco".

This leaves Caldera Holding with three subsidiaries, Caldera Systems Inc., SCO
professional Services Group and SCO Server Group.

Where Caldera International comes in is not at all clear. It may have been a
simple renaming of Caldera Holding Inc. or Yarro and company may have re
organized Caldera again after the merger, parking some assets elsewhere.

All of this should be documented somewhere in public records, but it may not be
easy to find or access. SCO was a California Company and presumably its
subsidiaries would have been as well, but there is no guarantee. Caldera records
are shared between Utah and Delaware.



---
Rsteinmetz - IANAL therefore my opinions are illegal.

"I could be wrong now, but I don't think so."
Randy Newman - The Title Theme from Monk

[ Reply to This | # ]

Interview with Doug Michels
Authored by: sk43 on Monday, June 19 2006 @ 01:16 PM EDT
Something might be gleaned from this interview with Doug Michels in Aug 2001.
... The process just took forever, but because of this we did have a chance to think about the actual deal and simplify it, but that meant making major changes to the document mid-way through.

When you have two public companies - one buying the other - then because both have already been audited it is a straightforward process, but because we were selling two out of three divisions we had to create accounts for the two parts of SCO going back five years.

It sounds like Santa Cruz might have first turned the two divisions into wholly owned subsidiaries.

[ Reply to This | # ]

SOP for Mergers
Authored by: Anonymous on Monday, June 19 2006 @ 01:44 PM EDT
It is quite common for each corporate entity to create a holding company in a
merger or buyout situation. The new corporation usually only lasts as long as
there are unresolved issues relating to the merger or buyout, then it is
disolved, as it should have no assets.

All the leftover bits that are going to be sold or liquidated are put in the
holding company. All the corporate assets before the merger is complete. I
forget everything I learned in that accounting class, but it is standard
operating procedure. I have actually seen it happen a few times in person. I
don't think there is anything sinister in one being setup here. Of course, this
is a bit more obfuscated than I am used to seeing...

[ Reply to This | # ]

Asset Exchange
Authored by: jws on Monday, June 19 2006 @ 01:58 PM EDT
I have not read the disclosures in detail. I do suspect what is going on is not
sinister here. When one does a tax free exchange of assets, one has to have a
"facilitator" separate from the giving and receiving parties. The
Newco may be the entity created to mix and match and spit back out the combined
assets in this process.

I have done 1031 type exchanges for investments I have, and in the code there
seems to be a third disinterested party doing the swapping.

Also Newco would allow the ones moving the assets to put out exactly what each
party would have.

Due to the arcane nature of these transactions, I would look for an accounting
firm involved that specializes in these sorts of activities. Unfortunately they
may have been retained by one of the involved parties big accounting firms and
may not be public. If it was, this would tend to suggest that this is what went
on, and that nothing was special here.

Always there are things to do here. I have seen two swaps done like this
involving companies who wanted to go public this way, and swapped assets with a
corporate shell which had a public structure attached. I know that is not the
goal in this case, but I suspect it is similar.

[ Reply to This | # ]

  • Asset Exchange - Authored by: Anonymous on Monday, June 19 2006 @ 03:00 PM EDT
The Caldera-Santa Cruz Deal - The 2001 Registration Statement
Authored by: PolR on Monday, June 19 2006 @ 06:40 PM EDT
WHen I read about this mess, I can't help but think about the change of control
languages in the oldSCO-Novell APA.

I can't help but think about SCOG claims to be the successor of interest of
AT&T/USL/Novell/oldSCO.

If SCOG are required to prove they are the successor of interest, they will have
to unravel the spaghetti, not Novell or IBM. Is my understanding right?

[ Reply to This | # ]

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