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For the Sake of History, a Novell 1994 10K: Unix source and UnixWare 2 separate products
Wednesday, August 27 2008 @ 10:07 PM EDT

Do you remember Darl McBride testifying at trial in SCO v. Novell in April that if you wanted to get Unix source code, the only way to get it was to license UnixWare and that UnixWare was just the latest version of Unix? The court believed that story, so for the sake of history and truth, then, here is a Novell SEC 10K filing from 1994, when Novell was the place you went to in order to license UnixWare and Unix System V. They sold both UnixWare and Unix source code as two separate products.

As you will see, they had a two-fold business:
UNIX SYSTEMS GROUP.

USG provides a full suite of UNIX operating system and UNIX connectivity products. Key products include:

Operating System Products. Novell's UnixWare operating system provides a powerful application server and client for today's distributed computing environments. The current product offerings are the UnixWare Application Server 1.1 and the UnixWare Personal Edition 1.1. UnixWare uses the network services available from NetWare and the cross-platform development tools available from AppWare to make applications available throughout the entire enterprise. UnixWare is easy to use, enabling users to be productive right away. Its fully graphical user interface gives users access to all the enterprise-wide information and services available in the corporate computing environment with simple point-and-click mouse functions. UnixWare also supports a variety of international languages....

Novell also supplies the UNIX operating system source code to other UNIX system vendors. The latest version, UNIX System V Release 4.2 (SVR4.2), unifies several earlier versions and offers greatly enhanced ease of use and ease of administration features.

Duh. Unix System V and UnixWare were not the same thing to Novell, nor was UnixWare just the latest version of Unix System V or the only way to get the source. That gives context to the wording of the Novell-Santa Cruz Asset Purchase Agreement the following year:

This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of September 19, 1995 by and between The Santa Cruz Operation, Inc., a California corporation ("Buyer") and Novell, Inc., a Delaware corporation ("Seller").

RECITALS

A. Seller is engaged in the business of developing a line of software products currently known as Unix and UnixWare, the sale of binary and source code licenses to various versions of Unix and UnixWare, the support of such products and the sale of other products which are directly related to Unix and UnixWare (collectively, the "Business").

So, when in history did it become "true" that the only way to get Unix source was to license UnixWare? I guess I'll check Santa Cruz 10Ks next.

Incidentally, you will note that attached to the above filing as a paper exhibit is:

10.8 - Agreement and Plan of Reorganization and Merger dated February 12, 1993, among Novell, Inc.; Novell Acquisition Corp.; UNIX System Laboratories, Inc.; and American Telephone and Telegraph Company. (11)(Appendix A)

And here for history is Novell's account of the USL story:

In April 1991, the Company invested $15.0 million in UNIX System Laboratories, Inc. (USL), a subsidiary of AT&T that develops and licenses the UNIX operating system and other standards-based software to customers worldwide.

In December 1991, the Company announced the formation of Univel, a joint venture with USL, formed to accelerate the expanded use of the UNIX operating system in the personal computer and network computing marketplace. Novell and USL contributed cash and technology rights to Univel. Then in June 1993, the Company acquired the remaining portion of USL by issuing approximately 11.1 million shares of Novell common stock valued at $321.8 million in exchange for all of the outstanding stock of USL not previously owned by Novell and assumed additional liabilities of $9.4 million. The transaction was accounted for as a purchase and, on this basis, resulted in a one-time write-off of $268.7 million for purchased research and development in the third quarter of fiscal 1993. ...

In April 1991, the Company purchased a minority equity position in UNIX System Laboratories, Inc. (USL), a subsidiary of AT&T that develops and licenses the UNIX operating system and other standards-based software to vendors worldwide. This cash investment of $15.0 million was accounted for using the cost method. Later, in December 1991, the Company announced the formation of Univel, a 55% owned joint venture with USL, formed to accelerate the expanded use of the UNIX operating system in the personal computer and network computing marketplace. Novell and USL contributed cash and technology rights to Univel.

In June 1993, the Company acquired the remaining unowned portion of USL by issuing approximately 11.1 million shares of Novell common stock valued at $321.8 million in exchange for all of the outstanding stock of USL not previously owned by Novell and assumed additional liabilities of $9.4 million. The transaction was accounted for as a purchase and, on this basis, a one-time write-off of $268.7 million for purchased research and development was incurred.

Univel has been included in the consolidated financial statements of Novell since December 1991 by virtue of Novell's 55% ownership interest. That ownership interest is now 100% since the June 14, 1993 acquisition of USL, whereby both USL and Univel are now included in the consolidated financial statements of Novell.

Update: And here is a 1994 press release about Novell releasing UnixWare 2, and it mentions that it was compatible with SCO UNIX and with SVR4:

UnixWare 2 supports more than 3,000 existing applications and maintains compatibility with SVR4, SCO UNIX and Intel ABI applications.

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