S-8

As filed with the Securities and Exchange Commission on January 27, 2006

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under

THE SECURITIES ACT OF 1933

THE SCO GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware	87-0662823
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
355 South 520 West Lindon, Utah  84042 Telephone: (801) 765-4999
(Address of Principal Executive Offices, |including Zip Code)

CALDERA SYSTEMS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Darl C. McBride Chief Executive Officer The SCO Group, Inc. 355 South 520 West Lindon, Utah  84042 (801) 765-4999	Copy to: Nolan S. Taylor Dorsey & Whitney, LLP 170 South Main Street, Suite 900 Salt Lake City, Utah  84101 (801) 933-7360
(Name, address and telephone number, including area code, of agent for service of process)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Stock, par value $0.001 per share, available for issuance under the Caldera Systems, Inc. 2000 Employee Stock Purchase Plan(3)	209,917	$	3.78	$	793,487	$	84.91

(1)This registration statement also relates to such additional number of shares available for issuance under the plan as may be required pursuant to the plan in the event of a stock dividend, stock split, recapitalization or other similar event, or as otherwise provided for in the plan.

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and Rule 457(c) based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on January 23, 2006.

(3)This Registration Statement also relates to rights to purchase shares of Common Stock of the Registrant which are attached to all shares of Common Stock issued pursuant to the terms of the Registrant’s Shareholder Rights Agreement dated as of August 10, 2004. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificate for the Common Stock and will be transferred with and only with such Common Stock. Because no separate consideration is paid for the rights, the registration fee therefore is included in the fee for Common Stock.

EXPLANATORY NOTE

This registration statement is being filed solely for the registration of additional shares of common stock of The SCO Group, Inc. (the “Company”) for issuance pursuant to the Caldera Systems, Inc. 2000 Employee Stock Purchase Plan (the “Plan”).  Accordingly, pursuant to General Instruction E to Form S-8, the contents of the earlier registration statements relating to the Plan (Registration No. 333-43822 and Registration No. 333-124102) are hereby incorporated by reference in this registration statement, except as revised in Part II of this registration statement.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.Exhibits.

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of Caldera International, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
4.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation regarding consolidation of outstanding shares (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
4.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation regarding change of name to The SCO Group, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
4.4	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
4.5	Rights Agreement dated as of August 10, 2004 by and between the Registrant and Computershare Trust Company, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on September 1, 2004 (File No. 000-29911))
5.1	Opinion of Dorsey & Whitney LLP, as to the legality of the securities offered
23.1	Consent of Tanner LC, Independent Registered Public Accounting Firm
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm

2

23.3	Consent of Dorsey & Whitney LLP (included in Exhibit No. 5.1)
24.1	Powers of Attorney (included with the signatures in Part II of this registration statement)

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lindon, State of Utah on January 27, 2006.

THE SCO GROUP, INC.
By	/s/ Darl C. McBride
Name: Darl C. McBride
Title:Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature to this Registration Statement appears below hereby constitutes and appoints Darl C. McBride and Bert B. Young, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
	Chief Executive Officer (Principal executive officer)	January 27, 2006
/s/ Darl C. McBride	and Director
Darl C. McBride
	Chief Financial Officer (Principal financial and
/s/ Bert B. Young	accounting officer)	January 27, 2006
Bert B. Young
/s/ Ralph J. Yarro III	Chairman of the Board of Directors	January 27, 2006
Ralph J. Yarro III
/s/ Edward E. Iacobucci	Director	January 27, 2006
Edward E. Iacobucci
/s/ Darcy G. Mott	Director	January 27, 2006
Darcy G. Mott
/s/ Daniel W. Campbell	Director	January 27, 2006
Daniel W. Campbell
/s/ R. Duff Thompson	Director	January 27, 2006
R. Duff Thompson
/s/ Omar T. Leeman	Director	January 27, 2006
Omar T. Leeman
/s/ J. Kent Millington	Director	January 27, 2006
J. Kent Millington

4

THE SCO GROUP, INC.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of Caldera International, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
4.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation regarding consolidation of outstanding shares (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
4.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation regarding change of name to The SCO Group, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
4.4	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A12G/A (File No. 000-29911))
4.5	Rights Agreement dated as of August 10, 2004 by and between the Registrant and Computershare Trust Company, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on September 1, 2004 (File No. 000-29911))
5.1	Opinion of Dorsey & Whitney LLP, as to the legality of the securities offered
23.1	Consent of Tanner LC, Independent Registered Public Accounting Firm
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.3	Consent of Dorsey & Whitney LLP (included in Exhibit No. 5.1)
24.1	Powers of Attorney (included with the signatures in Part II of this registration statement)

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EX-5.1

Exhibit 5.1

January 27, 2006

The SCO Group, Inc.
355 South 520 West, Suite 100
Lindon, Utah 84042

Re:Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to The SCO Group, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 relating to the sale by the Company from time to time of up to 209,917 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), which are to be offered and sold under the Caldera Systems, Inc. 2000 Employee Stock Purchase Plan (the “Plan”).

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below.

In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.  We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.  As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

Our opinion expressed above is limited to the laws of the State of Utah and the Delaware General Corporation Law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

	Very truly yours,
	/s/ Dorsey & Whitney LLP
SPG

2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
The SCO Group, Inc.

We consent to the use of our report dated January 23, 2006, with respect to the consolidated balance sheet of The SCO Group, Inc. and subsidiaries as of October 31, 2005, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the year then ended, and the financial statement schedule for the related period, incorporated by reference in the registration statement.

/s/Tanner LC

Salt Lake City, Utah

January 23, 2006

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors of
The SCO Group, Inc.:

We consent to the use of our report dated February 18, 2005, except as to Note 16, which is as of March 11, 2005, with respect to the consolidated balance sheet of The SCO Group, Inc. as of October 31, 2004, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for the years ended October 31, 2004 and 2003, and the related financial statement schedule, incorporated by reference in the registration statement.

/s/ KPMG LLP

Salt Lake City, Utah

January 27, 2006