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