10-K/A

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2002
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                              to                              .

Commission file number: 0-29911

CALDERA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)	87-0662823 (I.R.S. Employer Identification No.)
355 South 520 West Lindon, Utah 84042 (Address of principal executive offices, including zip code)	(801) 765-4999 (Registrant's telephone number, including area code)

Securities pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Common Stock, par value $.001 per share

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý    NO o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference on Part III of this Form 10-K or any amendment to this Form 10-K. o

        The aggregate market value of the common stock beneficially owned by non-affiliates of the Registrant, as of January 27, 2003, was approximately $6.3 million based upon the last sale price reported for such date on The Nasdaq Stock Market. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the Registrant have been excluded because such persons may be deemed to be affiliates. The number of shares of the Registrant's Common Stock outstanding as of January 27, 2003, was 11,962,313.

Documents Incorporated by Reference—None

        This amendment on Form 10-K/A is being filed for the sole purpose of updating the consent of KPMG LLP, Independent Auditors to the Company (Exhibit 23.1). Readers are referred to the Company's form 10-K for the year ended October 31, 2002 for information concerning our business and financial status, including our audited financial statements and a complete list of exhibits.

PART IV.

ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

        Exhibits included with this filing.

23.1

Consent of KPMG LLP, Independent Auditors



99.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1

Signatures

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 30, 2003.

CALDERA INTERNATIONAL, INC.
By:	/s/  ROBERT K. BENCH Robert K. Bench Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/s/  DARL C. MCBRIDE Darl C. McBride	President and Chief Executive Officer	January 30, 2003
Principal Financial and     Accounting Officer:
/s/  ROBERT K. BENCH Robert K. Bench	Chief Financial Officer	January 30, 2003
Additional Directors:
/s/  DARCY MOTT Robert K. Bench	Director	January 30, 2003
/s/  RALPH J. YARRO III Ralph J. Yarro III	Chairman of the Board	January 30, 2003
/s/  EDWARD E. IACOBUCCI Edward E. Iacobucci	Director	January 30, 2003
/s/  STEVEN M. CAKEBREAD Steven M. Cakebread	Director	January 30, 2003
/s/  THOMAS P. RAIMONDI Thomas P. Raimondi	Director	January 30, 2003
/s/  R. DUFF THOMPSON R. Duff Thompson	Director	January 30, 2003

2

Certifications of the Chief Executive Officer and the Chief Financial Officer

        I, Darl C. McBride, certify that:

1.

I have reviewed this annual report on Form 10-K/A of Caldera International, Inc;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

(c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee or registrant's board of directors (or persons performing the equivalent function):

(a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

January 30, 2003

/s/  DARL C. MCBRIDE Darl C. McBride, Chief Executive Officer

3

        I, Robert K. Bench, certify that:

1.

I have reviewed this annual report on Form 10-K/A of Caldera International, Inc;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

(c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee or registrant's board of directors (or persons performing the equivalent function):

(a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

January 30, 2003

/s/  ROBERT K. BENCH Robert K. Bench, Chief Financial Officer

4

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PART IV.
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Signatures

Certifications of the Chief Executive Officer and the Chief Financial Officer

EX-23.1

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Exhibit 23.1

Independent Auditors' Consent

The Board of Directors and Stockholders
Caldera International, Inc.:

        We consent to the incorporation by reference in Registration Statement No.s 333-43822, 333-97865, and 333-100105 on Form S-8 and Registration Statement No. 333-65658 on Form S-3 of Caldera International, Inc. of our report dated January 27, 2003, with respect to the consolidated balance sheet of Caldera International, Inc. and subsidiaries as of October 31, 2002, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the year then ended, and the related financial statement schedule, which report appears in the October 31, 2002 Annual Report on Form 10-K of Caldera International, Inc.

        The October 31, 2001 and 2000 consolidated financial statements of Caldera International, Inc. and subsidiaries were audited by other auditors who have ceased operations. Our report dated January 27, 2003, refers to our audit of the transitional disclosures required by Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, which was adopted by the Company as of November 1, 2001, and of the adjustments that were applied to retroactively reflect a one-for-four reverse stock split of the Company's common stock approved on March 4, 2002. However, we were not engaged to audit, review, or apply any procedures to the October 31, 2001 and 2000 consolidated financial statements of Caldera International, Inc. and subsidiaries other than with respect to such disclosures and adjustments and, accordingly, we do not express an opinion or any form of assurance on the October 31, 2001 and 2000 consolidated financial statements taken as a whole.

/s/ KPMG LLP

Salt Lake City, Utah
January 27, 2003

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Exhibit 23.1

EX-99.1

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Exhibit 99.1

Section 906 Certifications

        Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications were made to accompany the Form 10-K/A.

Certification of the Chief Financial Officer of
Caldera International, Inc. pursuant to 18 U.S.C. § 1350

        In connection with the annual report of Caldera International, Inc. (the "Company") on Form 10-K/A for the year ended October 31, 2002, Robert K. Bench hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.

The annual report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and



2.

The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

January 30, 2003

/s/  ROBERT K. BENCH Robert K. Bench, Chief Financial Officer

        The above certification is furnished solely to accompany the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and is not being filed as part of the Form 10-K/A or as a separate disclosure statement.

        Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications were made to accompany the Form 10-K/A.

Certification of the Chief Executive Officer of
Caldera International, Inc. pursuant to 18 U.S.C. § 1350

        In connection with the annual report of Caldera International, Inc. (the "Company") on Form 10-K/A for the year ended October 31, 2002, Darl C. McBride hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.

The annual report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and



2.

The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

January 30, 2003

/s/  DARL C. MCBRIDE Darl C. McBride, Chief Executive Officer

        The above certification is furnished solely to accompany the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and is not being filed as part of the Form 10-K/A or as a separate disclosure statement.

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Exhibit 99.1