-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NrdKgIeizWIH1vEWXl0hngMJwPIvdm36G0bnUopEnMUtEiyxdjIIoA/wBlhqfw2o 5b1rhuO+aCAZ7jIzPWqduQ== 0001035704-01-500061.txt : 20010504 0001035704-01-500061.hdr.sgml : 20010504 ACCESSION NUMBER: 0001035704-01-500061 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 8 333-45936 FILED AS OF DATE: 20010503 EFFECTIVENESS DATE: 20010503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALDERA INTERNATIONAL INC/UT CENTRAL INDEX KEY: 0001102542 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870662823 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4MEF SEC ACT: SEC FILE NUMBER: 333-60140 FILM NUMBER: 1621593 BUSINESS ADDRESS: STREET 1: 240 W CENTER ST CITY: OREM STATE: UT ZIP: 84057 BUSINESS PHONE: 8017654999 FORMER COMPANY: FORMER CONFORMED NAME: CALDERA SYSTEMS INC DATE OF NAME CHANGE: 20000104 S-4MEF 1 d86708s-4mef.txt FORM S-4MEF 1 AS FILED: MAY 3, 2001 SEC FILE NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- CALDERA INTERNATIONAL, INC. --------------------------- (Exact name of registrant as specified in its charter)
DELAWARE 7372 87-0662823 -------- ---- ---------- (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.)
240 WEST CENTER STREET, OREM, UTAH 84047 (801) 765-4999 ------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) RANSOM H. LOVE, 240 WEST CENTER STREET, OREM, UTAH 84047 (801) 765-4999 ----------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: KEITH L. POPE, ESQ. JOHN E. HAYES, III, ESQ. PARR WADDOUPS BROWN GEE & LOVELESS LEXI S. METHVIN, ESQ. 185 SOUTH STATE STREET, SUITE 1300 BROBECK, PHLEGER & HARRISON LLP SALT LAKE CITY, UTAH 84111-1537 370 INTERLOCKEN BOULEVARD, SUITE 500 TELEPHONE (801) 532-7840 BROOMFIELD, COLORADO 80021 TELECOPY (801) 532-7750 TELEPHONE: (303) 410-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable following the effective time of the consummation of the combination. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration Statement on Form S-4, SEC File No. 333-45936 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] CALCULATION OF REGISTRATION FEE
====================================================================================================================== Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share(2) Offering Price(2) Fee - ---------------------------------------------------------------------------------------------------------------------- Common stock, par value $0.01(1) 1,250,000 $1.975 $2,468,750 $618 ======================================================================================================================
(1) Represents shares of the Registrant's common stock that may be issued to stockholders of Caldera Systems, Inc., in connection with the merger of Caldera Systems, Inc., with and into a subsidiary of the Registrant. (2) Pursuant to Rule 457(f)(1) and 457(c), the maximum aggregate offering price is based on the average of the high and low trading prices of Caldera Systems, Inc. common stock of $1.975 as reported on Nasdaq on April 30, 2001. 2 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-4, REGISTRATION NUMBER 333-45936. This registration statement is being filed under Rule 462(b) adopted under the Securities Act of 1933, as amended, for the sole purpose of registering an additional 1,250,000 shares of common stock of Caldera International, Inc. to be issued to the stockholders of Caldera Systems, Inc. in connection with the merger of Caldera Systems, Inc. with and into a subsidiary of Caldera International, Inc. This merger and the offering of which the issuance of the shares included in this registration statement form a part is described in the registration statement on Form S-4 filed on behalf of the Registrant and declared effective by the SEC on March 26, 2001, SEC File No. 333-45936 and all of the information included in such registration statement, and all exhibits thereto, is incorporated herein by this reference. We hereby certify that we have instructed our bank to transmit to the commission the applicable filing fee by a wire transfer from our account to the commission's account at Mellon Bank as soon as practicable, but no later than the close of business day following the filing of this registration statement. We further certify that we will not revoke the instructions to make the wire transfer and that we have sufficient funds in our account to cover the amount of the filing fee. 3 ITEM 21. EXHIBITS (a) Copies of the following documents are included as additional exhibits to this Registration Statement. EXHIBITS SEC EXHIBIT REFERENCE NO. NO. TITLE OF DOCUMENT 5.1 (5) Opinion of Brobeck, Phleger & Harrison LLP 23.1 (23) Consent of Arthur Andersen LLP, Independent Public Accountants of Caldera Systems, Inc. and the Registrant 23.2 (23) Consent of Arthur Andersen LLP, Independent Public Accountants of Ebiz Enterprises, Inc. 23.3 (23) Consent of PricewaterhouseCoopers LLP, Independent Accountants of The Santa Cruz Operation, Inc. 23.4 (23) Consent of PricewaterhouseCoopers LLP, Independent Accountants of The Santa Cruz Operation, Inc. regarding the financial statements of The Server and Professional Services Groups 23.5 (23) Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation 23.6 (23) Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1) 23.7 (23) Consent of Brobeck, Phleger & Harrison LLP 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Orem, state of Utah, on the 2nd day of May, 2001. CALDERA INTERNATIONAL, INC. (Registrant) By /s/ Ransom H. Love --------------------------------------- Ransom H. Love, Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated and on the 2nd day of May, 2001. /s/ Ransom H. Love - -------------------------------------------------------- Ransom H. Love, Director and Chief Executive Officer /s/ Robert K. Bench - -------------------------------------------------------- Robert K. Bench, Chief Financial Officer (Principal Accounting Officer) 5 EXHIBIT INDEX SEC EXHIBIT REFERENCE NO. NO. TITLE OF DOCUMENT 5.1 (5) Opinion of Brobeck, Phleger & Harrison LLP 23.1 (23) Consent of Arthur Andersen LLP, Independent Public Accountants of Caldera Systems, Inc. and the Registrant 23.2 (23) Consent of Arthur Andersen LLP, Independent Public Accountants of Ebiz Enterprises, Inc. 23.3 (23) Consent of PricewaterhouseCoopers LLP, Independent Accountants of The Santa Cruz Operation, Inc. 23.4 (23) Consent of PricewaterhouseCoopers LLP, Independent Accountants of The Santa Cruz Operation, Inc. regarding the financial statements of The Server and Professional Services Groups 23.5 (23) Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation 23.6 (23) Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1) 23.7 (23) Consent of Brobeck, Phleger & Harrison LLP EX-5.1 2 d86708ex5-1.txt OPINION OF BROBECK, PHLEGER & HARRISON LLP 1 EXHIBIT 5.1 May 1, 2001 Brobeck, Phleger & Harrison LLP 370 Interlocken Boulevard Suite 500 Broomfield, Colorado 80021 DIRECT 303.410.2000 FAX 303.410.2199 www.brobeck.com Caldera International, Inc. 240 West Center Street Orem, Utah 84057 Re: Caldera International, Inc. Registration Statement on Form S-4 for 1,250,000 Shares of Common Stock -------------------------------------------------- Ladies and Gentlemen: We have acted as counsel to Caldera International, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration by the Company of an aggregate of 1,250,000 shares of the Company's Common Stock (the "Shares"), par value $.001, as described in the Company's Registration Statement on Form S-4 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") on or about May 2, 2001. This opinion is being furnished in accordance with the requirements of Item 21(a) of Form S-4 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the issuance and sale of the Shares. Based on such review, we are of the opinion that the Shares have been duly authorized, and if, as and when issued in accordance with the Registration Statement and the related joint proxy statement/prospectus (as amended and supplemented through the date of issuance) will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus which is incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K. 2 Caldera International, Inc. May 1, 2001 Page 2 This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares. Very truly yours, /s/ Brobeck, Phleger & Harrison LLP BROBECK, PHLEGER & HARRISON LLP EX-23.1 3 d86708ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated December 5, 2000 relating to the financial statements and schedule of Caldera Systems, Inc. (and to all references to our Firm) included in Caldera International, Inc.'s Registration Statement on Form S-4 (File No. 333-45936). /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Salt Lake City, Utah May 2, 2001 EX-23.2 4 d86708ex23-2.txt CONSENT OF ARTHUR ANDERSEN LLP (EBIZ) 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated October 5, 2000 with respect to the financial statements of Ebiz Enterprises, Inc. for the years ended June 30, 2000 and 1999, and to all references to our firm included in or made a part of this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Phoenix, Arizona May 1, 2001 EX-23.3 5 d86708ex23-3.txt CONSENT OF PRICEWATERHOUSECOPPERS LLP (SANTA CRUZ) 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Caldera International, Inc. of our report dated October 23, 2000, except for the last paragraph of Note 1, which is as of January 8, 2001, relating to the consolidated financial statements and financial statement schedule, which appears in The Santa Cruz Operation, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2000, and which is incorporated by reference in Caldera International, Inc.'s Registration Statement on S-4 (No. 333-45936). /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California May 2, 2001 EX-23.4 6 d86708ex23-4.txt CONSENT OF PRICEWATERHOUSECOOPERS (SERVER) 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Caldera International, Inc. of our report dated February 9, 2001 relating to the financial statements of The Server and Professional Services Groups, which appears in Caldera International, Inc.'s Registration Statement on S-4 (No. 333-45936). /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California May 2, 2001 EX-23.5 7 d86708ex23-5.txt CONSENT OF WILSON SONSINI GOODRICH & ROSATI 1 EXHIBIT 23.5 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] April 30, 2001 Caldera International, Inc. 240 West Center Street Orem, Utah 84057 Re: Exhibit 8 Opinion Consent of Wilson Sonsini Goodrich & Rosati, P.C. Ladies and Gentlemen: Reference is made to our Exhibit 8 opinion dated November 8, 2000, which was furnished to The Santa Cruz Operation, Inc., a California corporation ("SCO") for use in connection with the Registration Statement on Form S-4 of Caldera International, Inc., a Delaware corporation ("Caldera International") (File No. 333-45936). We hereby consent to the incorporation by reference of such opinion in the Registration Statement of Caldera International on Form S-4 to be filed on or about May 1, 2001 to register 1,250,000 shares of common stock, par value $0.01 per share, of Caldera International ("Caldera Common Stock") (the "Registration Statement"). We also consent to the reference to our firm name wherever appearing in the Registration Statement or incorporated by reference with respect to the discussion of the material federal income tax consequences relevant to the exchange of assets by SCO for Caldera Common Stock, cash and other non-stock consideration, including the Proxy Statement/Prospectus constituting a part thereof, and any amendment thereto. In giving this consent, we do not thereby admit that we in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "experts" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Wilson Sonsini Goodrich & Rosati WILSON SONSINI GOODRICH & ROSATI Professional Corporation Cc: The Santa Cruz Operation, Inc. Attention: Steven M. Sabbath EX-23.7 8 d86708ex23-7.txt CONSENT OF BROBECK,PHLEGER & HARRISON LLP 1 EXHIBIT 23.7 May 1, 2001 Brobeck, Phleger & Harrison LLP 370 Interlocken Boulevard Suite 500 Broomfield, Colorado 80021 DIRECT 303.410.2000 FAX 303.410.2199 www.brobeck.com Caldera International, Inc. 240 West Center Street Orem, Utah 84057 Ladies and Gentlemen: We hereby consent to the incorporation by reference of our opinion, dated November 8, 2000, that was filed as exhibit 8.2 to the Registration Statement on Form S-4 of Caldera International (File No. 333-45936), in the Registration Statement of Caldera International on Form S-4 to be filed on or about May 2, 2001. We also consent to the references to our firm name, wherever appearing, or incorporated by reference, in the Registration Statement with respect to the discussion of the federal income tax consequences of the transaction, including any amendments to the Registration Statement. Very truly yours, /s/ Brobeck, Phleger & Harrison LLP Brobeck, Phleger & Harrison LLP -----END PRIVACY-ENHANCED MESSAGE-----