SCO Group

Infobox_Company
company_name = The SCO Group
company_
company_type = Public (Pinksheets|SCOXQ)
foundation = Santa Cruz, California (SCO, 1979)
Lindon, Utah (Caldera, 1994)
location = Lindon, Utah, USA
key_people = Ralph Yarro III, Chairman
Darl McBride, CEO
Ken Nielsen, CFO
Ryan E. Tibbitts, General Counsel
Sandy Gupta, President of SCO Operations Inc
Ransom Love, Founder (Caldera)
Doug Michels, Founder (SCO)
Larry Michels, Founder (SCO)
num_employees = 115 (2008)
industry = Operating system software
products = UnixWare, OpenServer, Me Inc. Mobility Products, SCO Mobile Server, HipCheck
revenue = decrease $29.2 million USD (2006)
net_income = loss ($16.6 million) USD (2006)
homepage = [http://www.sco.com/ www.sco.com]

The SCO Group, Inc. (TSG, informally SCO; Pinksheets|SCOXQ) is a software company formerly called Caldera Systems and Caldera International. After acquiring the Santa Cruz Operation's Server Software and Services divisions, as well as UnixWare and OpenServer technologies, the company changed its focus to UNIX. Later on, Caldera changed its name to SCO and then to The SCO Group to reflect that change in focus.

The company was part of the Canopy Group, but became independent after the settlement of a lawsuit between the Noorda family and a chairman of the group, Ralph Yarro, also former CEO of the Canopy Group.

In September 2007, SCO filed for Chapter 11 bankruptcy protection. [http://ir.sco.com/releasedetail.cfm?ReleaseID=264124 The SCO Group Files Chapter 11 to Protect Assets as It Addresses Potential Financial and Legal Challenges] . The SCO Group, Inc. press release, September 14, 2007]

History

The Santa Cruz Operation (SCO)

Santa Cruz Operation (SCO) was a software company based in Santa Cruz, California which was best known for selling three UNIX variants for Intel x86 processors: Xenix, SCO UNIX (later known as SCO OpenServer), and UnixWare. Eric Raymond, in his book The Art of UNIX Programming, calls SCO the "first UNIX company". [cite book
last = Raymond
first = Eric
authorlink = Eric Raymond
coauthors =
title = The Art of UNIX Programming
publisher = Addison-Wesley Professional
date = 2003-10-03
location =
pages =
url = http://www.catb.org/~esr/writings/taoup/html/ch02s01.html#id2879627
doi =
id =
isbn = 978-0131429017] Prior to this UNIX vendors were either computer hardware manufacturers or telephone companies.

In 1993, SCO acquired two smaller companies and developed the product line that was named Tarantella. In 2001, SCO sold its rights to UNIX and the related divisions to Caldera Systems. [cite press release
title= SCO Announces Official Closing of Sale of two Divisions to Caldera
publisher= The Santa Cruz Operation, Inc.
date= May 7, 2001
url= http://sec.edgar-online.com/2001/05/16/0001012870-01-500891/Section7.asp
accessdate= 2007-01-23 ] After that the corporation retained only its Tarantella product line, and changed its name to Tarantella, Inc.

Caldera subsequently changed its name to SCO then to The SCO Group (NASDAQ: SCOX; now delisted: SCOXQ.PK), which has created some confusion between the two companies. The company described here is the follow-on company now referred to as The SCO Group. Although generally referred to simply as "SCO" up to 2001, the parent company is sometimes referred to as "old SCO" or "Santa Cruz" to distinguish it from "The SCO Group" to whom the U.S. trademark "SCO" was transferred. [cite web
url=http://tess2.uspto.gov/bin/showfield?f=doc&state=cef9ao.2.15
title=Trademark Electronic Search System (TESS)
accessdate= 2008-05-03
date= 2007-07-16
publisher=United States Patent and Trademark Office]

SCO Forum

Beginning in 1987 SCO would host an annual Summer conference for the international UNIX systems community. Originally called "The SCO XENIX 386 Developer Conference", this unique educational conference was held on the redwood-forested campus of the University of California at Santa Cruz, overlooking the Monterey Bay. [cite web
url=http://www.sco.com/company/history.html
title=SCO History
accessdate= 2008-03-30
publisher=SCO]

Held annually since 1987 the conference is now called "SCO Forum". After the acquisition of the Server and Services divisions of SCO by Caldera Systems in 2001 the conference was moved to Las Vegas where the 2008 SCO Forum will be held. [cite web
url=http://www.groklaw.net/article.php?story=20080407141045566
title=SCO Forum 2008 Announced by Hunsaker; Where's Darl?
accessdate= 2008-05-20
publisher=groklaw.net]

Featured speakers over the years have included Douglas Adams [cite web
last=
first=
url=http://www.quotegeek.com/index.php?action=viewcategory&categoryid=18
title=QuoteGeek Your favorite quotations, online
date=1999-07-23
accessdate= 2008-05-20
publisher=Katharine Hammer Speaking at the 1997 SCO Forum, Douglas Adams said "The difference between us and a computer is that, the computer is blindingly stupid, but it is capable of being stupid many, many million times a second."] , Scott Adams, Dave Barry [cite web
url=http://web.archive.org/web/19981205115016/www.visionware.co.uk/forum98/conference/grid.html
title=SCO Forum98 Conference Schedule
accessdate= 2008-05-20
publisher=SCO] , Clifford Stoll, John Perry Barlow, Linus Torvalds, and Scott McNealy [cite web
last=Frazier
first=Belinda
url=http://www.linuxjournal.com/article/2608
title=Linux at SCO Forum
date=1995-11-01
accessdate= 2008-05-20
publisher=http://www.linuxjournal.com/ Linux Journal] . Musical entertainment at SCO Forum has included concerts by Jefferson Starship, Tower of Power, Roger McGuinn, Jan & Dean, The Kingsmen, The Surfaris, and Deth Specula [cite web
url=http://web.archive.org/web/19981206040346/www.visionware.co.uk/forum98/events.html
title=SCO Forum's Legendary Social Events
accessdate= 2008-05-20
publisher=VisionWare] .

Recent SCO Forum presentations have focused on presenting SCO's side of the SCO vs IBM legal battle. Speakers have included Darl McBride and Rob Enderle. SCO has also refocused the conference on technical presentations. [cite web
last=Emigh
first=Jacqueline
url=http://linuxplanet.com/linuxplanet/reviews/5965/1/
title=SCO Forum: Dueling with Linux & Microsoft (SCO Against the World)
date=2005-08-15
accessdate= 2008-05-20
publisher=http://www.linuxplanet.com/ LinuxPlanet]

Caldera Systems

Caldera Systems, based in Utah, was founded in 1994 by Bryan Sparks [http://www.devicelogics.com/company/management.htm] and Ransom Love [http://www.progeny.com/about/board.html#love] , receiving start-up funding from Ray Noorda. Its main product was Caldera Network Desktop, a Linux distribution mainly targeted at business customers and containing some proprietary additions. Caldera later purchased The Linux Support Team Software GmbH and its LST Linux distribution. LST was made the basis of their following product Caldera OpenLinux.

Caldera inherited a lawsuit against Microsoft when it purchased DR-DOS from Novell in 1996. This lawsuit related to Caldera's claims of monopolization, illegal tying, exclusive dealing, and tortious interference by Microsoft. Microsoft reached an undisclosed settlement in 2000 with Caldera (which, according to Microsoft, included a substantial payment to Caldera)Fact|date=March 2008.

Later in 2000, Caldera acquired several UNIX properties from the Santa Cruz Operation, including OpenServer and UnixWare, proprietary operating systems for PCs that would be expected to compete directly with Linux.

In 2002, Caldera joined with SuSE Linux, Turbolinux and Conectiva to form United Linux in an attempt to standardize Linux distributions. [cite press release|title=Caldera, Conectiva, SuSE, Turbolinux Partner To Create UnitedLinux, And Produce A Uniform Version Of Linux For Business|publisher=UnitedLinux|date=2002-05-30|url=http://unitedlinux.com/en/press/pr053002.html|accessdate=2007-03-27] Later that year, CEO Ransom Love left the company and was replaced by Darl McBride, and the company changed its name to The SCO Group.

The SCO Group

Shortly after changing its name, SCO began to claim that Linux "contained SCO's UNIX System V source code and that Linux was an unauthorized derivative of UNIX".cite web|title=SCO Registers UNIX® Copyrights and Offers UNIX License|url=http://ir.sco.com/releasedetail.cfm?ReleaseID=114170|accessdate=2007-04-28] SCO filed suit against IBM for an unprecedented US$1 billion and demanded that Linux end-users pay license fees. Microsoft bolstered SCO's financial situation in 2003 by purchasing a license to UNIX technology and by helping to arrange funding.cite web|title=SCO lawsuit against Linux financed by Microsoft|url=http://news.com.com/2100-7344_3-5450515.html|accessdate=2007-05-26] A new division called SCOsource was created to license the company's intellectual property (IP). These claims provoked outrage among Linux users, who denied that Linux had copied SCO's intellectual property. Linux distributor Red Hat filed suit against SCO in Delaware. Novell, from whom SCO claimed to have acquired its UNIX IP, announced that it had not sold the copyrights to SCO and that it retained them. In response, SCO sued Novell for slander of title in Utah, home state of both SCO and Novell.

Subsequently, the SCO Group sued two former customers (AutoZone and DaimlerChrysler). In "SCO v. AutoZone", SCO claimed that AutoZone violated SCO copyrights by using Linux. In "SCO v. DaimlerChrysler", SCO claimed that DaimlerChrysler breached its UNIX license contract by inappropriately using derivative works of UNIX and by refusing to respond to requests for certification of compliance by SCO. SCO's suit against DaimlerChrysler was dismissed in 2004.

After announcing its legal claims against various Linux users and vendors (see SCO-Linux controversies), the company suspended sales and development of its Linux related products. Attention was shifted to the UnixWare and OpenServer UNIX products previously acquired from the Santa Cruz Operation.

On September 14, 2007, SCO Group filed for reorganization under Chapter 11 of the United States Bankruptcy Code.

Products

* SCO UnixWare, a modern UNIX operating system. UnixWare 2.x and below were direct descendants of Unix System V Release 4.2 and was originally developed by AT&T, Univel, Novell and later on The Santa Cruz Operation. UnixWare 7 was sold as a "best of breed" UNIX OS combining UnixWare 2 and OpenServer 5 and was based on System V Release 5. UnixWare 7.1.2 was branded OpenUNIX 8, but later releases returned to the UnixWare 7.1.x name and version numbering.
* SCO OpenServer, another UNIX operating system, which was originally developed by The Santa Cruz Operation. SCO OpenServer 5 was a descendant of SCO UNIX, which is in turn a descendent of XENIX. OpenServer 6 is, in fact, an OpenServer compatibility environment running on a modern SVR5 based UNIX kernel.
* Smallfoot, an operating system and GUI created specifically for point of sale applications.
* SCOx Web Services Substrate, a web services-based framework for modernizing legacy applications.
* WebFace, a development environment for rich-UI browser-based Internet applications.
* SCOoffice Server, an e-mail and collaboration solution, based on a mixture of open-source and closed-source software.
* Caldera WebSpyder, a web browser for DOS. Code from Arachne was purchased and used.
* In late 2004, SCO announced the launch of the SCO Marketplace Initiative [http://www.sco.com/developers/marketplace/faq.html] , in which it offers pay-per-project development opportunities.
* In early 2006, SCO publicly released Me, Inc, a mobile services platform. [ [http://www.sco.com/products/meinc/ The SCO Group, Inc. | Products | MeInc ] ]

SCO-Linux lawsuits and controversies

The SCO Group is currently involved in a dispute with various Linux vendors and users. In this campaign SCO "announced that Linux contained SCO's UNIX System V source code and that Linux was an unauthorized derivative of UNIX". Although many are skeptical about their claims, SCO initiated a series of lawsuits and claims that so far have not been upheld by the courts. Thus far the impact on both Linux and Unix has been minimal. While making numerous public assertions that Linux infringes upon their copyrights, the lawsuits themselves concern contractual issues which are tangential to the issue of whether or not Linux infringes any copyrights. Further complicating the issue is the legitimacy of SCO claims concerning the ownership of System V Release 4.0 (SVR4) Unix copyrights. The success or failure of the claims will also have a profound effect on the financial future of The SCO Group, itself. SCO has, to date, made little headway in this dispute. In particular, in February 2005, Judge Dale Kimball, the judge in the "SCO v. IBM" case has stated: ["The SCO Group, Inc. vs. International Business Machines, Inc." case number 2:03cv0294 United States District Court for the District of Utah doc #398 [http://www.groklaw.net/pdf/IBM-398.pdf] ]

On August 10, 2007, Judge Kimball, hearing the "SCO v. Novell" case, ruled that "...the court concludes that Novell is the owner of the UNIX and UnixWare Copyrights". Novell was awarded summary judgments on a number of claims, and a number of SCO claims were denied. SCO was instructed to account for and pass to Novell an appropriate portion of income relating to SCOSource licences to Sun Microsystems and Microsoft. A number of matters are not disposed of by Judge Kimball's ruling, and the outcome of these are still pending. [http://sco.tuxrocks.com/Docs/Novell/Novell-377.pdf MEMORANDUM DECISION AND ORDER Civil Case No. 2:04CV139DAK] ]

List of recent SCO lawsuits

*"SCO v. IBM" ("The SCO Group, Inc. vs. International Business Machines, Inc.", case number 2:03cv0294, United States District Court for the District of Utah)
*"Red Hat v. SCO"
*"SCO v. Novell"
*"SCO v. AutoZone"
*"SCO v. DaimlerChrysler"

Timeline

2002

On June 28, 2002 Darl McBride became the CEO of SCO; soon thereafter the company pursued litigation against IBM and Linux. McBride accused Linux of containing "line-by-line" copies of SCO's proprietary source code.

2004

Dr. Randall Davis (MIT) files his second declaration on behalf of IBM.In it, he describes his examination of SCO's claims of infringement, using both the "comparitor" and "SIM" tools.He concluded that, "Despite an extensive review, I could find no source code in any of the IBM Code {including AIX, Dynix, Linux, or JFS} that incorporates any portion of the source code contained in the Unix System V Code or is in any other manner similar to such source code. Accordingly, the IBM Code cannot be said, in my opinion, to be a modification or a derivative work based on Unix System V Code." [http://www.groklaw.net/article.php?story=20040917083356327]

2005

On February 17 the SCO Group issued a press release that stated their stock may soon be delisted from the NASDAQ stock exchange for failing to issue an annual 10-K report in a timely manner as required by U.S. Securities and Exchange Commission regulations. [cite web |url=http://biz.yahoo.com/prnews/050217/lath062_1.html |title=The SCO Group, Inc. Receives Notice From Nasdaq Regarding Potential Delisting and Intends to Appeal |publisher=The SCO Group |archiveurl=http://web.archive.org/web/20050306103637/http://biz.yahoo.com/prnews/050217/lath062_1.html |archivedate=2005-03-06 |accessdate=2008-05-20 ] In late April 2005, after complying with the filing requirements, the NASDAQ switched trading of the SCO Group from "SCOXE" (which denotes a listing which may be delisted soon) back to their original "SCOX" stock symbol.

On June 20, expert Brian W. Kernighan filed a declaration on behalf of IBM. He testified that he had performed an analysis of SCO's specific claims and that there was no similarity between the portions of Linux identified by SCO and the allegedly copyrighted works. [http://www.groklaw.net/pdf/IBM-456decl.pdf]

On July 1, federal Judge Dale A. Kimball denied The SCO Group's motion to amend their claim against IBM yet another time (a 3rd amended complaint) and include new claims regarding Monterey on the PowerPC architecture. In the same decision, the five-week jury trial date was set for February 2007. [cite web|url=http://www.groklaw.net/article.php?story=20050701182523700|title=IBM Wins Big - SCO Motion to Amend Complaint Denied; Trial Date Set|publisher=Groklaw|accessdate=2007-08-11]

On July 14, Groklaw obtained an email [cite web|url=http://www.groklaw.net/article.php?story=20050714144923365|title=The Michael Davidson Email/Swartz Memo - SCO v. IBM (3 updates)|publisher=Groklaw|accessdate=2007-08-11] from Michael Davidson to SCO Group senior vice president Reginald Broughton sent on August 13, 2002. In it, Davidson describes The Santa Cruz Operation's own investigation into whether or not Linux contained proprietary UNIX source code. "At the end, we had found absolutely "nothing", i.e., no evidence of any copyright infringement whatsoever," Davidson concluded. At which time SCO presented as evidence an e-mail from a Robert Swartz, a consultant hired by SCO to compare UNIX and Linux source files, that copyright infringement could exist.

2006

On November 29 and December 1, two critical decisions were released. In the first, Judge Dale A. Kimball affirmed Magistrate Judge Brooke Wells' June 28, 2006 Order [PDFlink|http://www.groklaw.net/pdf/IBM-884.pdf|72.6 KiB ] striking most of SCO's claimed evidence of code misuse as being too vague to be worth adjudicating. In the second, Wells ruled from the bench in accepting IBM's motion to limit SCO's claims to those supported by evidence submitted by December 22, 2005 and not rejected by the court. [cite web|url=http://www.groklaw.net/article.php?story=20061130201113626|title= First Word from the Hearing: It's IBM All the Way|publisher=Groklaw|accessdate=2007-08-11] SCO stock subsequently lost roughly 50% of its value in three days of exceptionally heavy trading. [cite web|url=http://finance.google.com/finance/historical?cid=664357&startdate=Nov+29%2C+2006&enddate=Dec++1%2C+2006|title=Historical Prices for SCOX|publisher=Google|accessdate=2007-06-01]

2007

On April 23, SCO received a second delisting notice from NASDAQ. This was triggered by the active bid price of company stock, at closing, being less than $1 for 30 consecutive trading days. To regain compliance with continued listing requirements, the company must maintain a closing bid price greater than or equal to $1 for at least 10 trading days. [cite web |url=http://edgar.sec.gov/Archives/edgar/data/1102542/000095013407009308/v29626e8vk.htm
title=Form 8K: Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |accessdate=2007-04-28] The stock regained compliance on June 12, 2007. [cite web |url=http://edgar.sec.gov/Archives/edgar/data/1102542/000095013407013275/v31118e8vk.htm|title=Form 8K: Item 8.01 Other Events. |accessdate=2007-06-13]

On August 10, Judge Dale Kimball issued a ruling in "SCO v. Novell" which found that "Novell is the owner of the UNIX and UnixWare copyrights" and SCO to be in breach of its SVRX licensing agreement with Novell. [ [http://arstechnica.com/news.ars/post/20070812-sco-never-owned-unix-copyrights-owes-novell-95-percent-of-unix-royalties.html SCO never owned UNIX copyrights, owes Novell 95 percent of UNIX royalties] . Ars Technica, 2007-08-13.] The ruling also cast further doubt on SCO's claims that IBM and Linux infringe against any SCO source code, and upheld Novell's right to force SCO to waive its copyright claims against IBM and Sequent. In response, on Monday, August 13, SCO stock fell over 70%, to 44 cents a share. [ [http://arstechnica.com/news.ars/post/20070813-investors-bailing-on-sco-stock-scox-plummets.html Investors bailing on SCO stock, SCOX plummets] . Ars Technica, 2007-08-14.]

The trial in "SCO v. Novell" was due to start on Monday September 17, in order to determine how much money SCO owed Novell. On September 14, SCO Group filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code. As a result of the petition for bankruptcy, all pending litigation was automatically stayed as per U.S.C. § 362. On September 27, NASDAQ issued SCO a notice of potential delisting, under their discretionary authority. SCO appealed this decision, but on September 19, it received another delisting warning for an insufficient bid price. [ [http://biz.yahoo.com/prnews/070919/law124.html?.v=49 The SCO Group Receives Nasdaq Notice Letter] . The SCO Group, Inc. press release, September 19, 2007] [cite web|url=http://biz.yahoo.com/prnews/070928/laf019.html?.v=101|title=SCO Receives Nasdaq Notice Letter|accessdate=2007-09-30] On October 23, SCO announced that they had reached an agreement with York Capital Management. Pending Bankruptcy Court approval, York was to purchase most of SCO's business for a total of approximately $36 million, including financing. [cite web|url=http://www.groklaw.net/articlebasic.php?story=20071023172159177|title=SCO Has a Bid; Would Like More - Updated|publisher=Groklaw|date=October 23, 2007|accessdate=2008-02-15] After Novell, IBM, [cite web|url=http://www.groklaw.net/article.php?story=2007110116232284|title=Here Come the Objections to the Asset Sale -- IBM is Baaack|publisher=Groklaw|date=November 1, 2007|accessdate=2008-02-15] and the United States Trustee [cite web|url=http://www.groklaw.net/article.php?story=20071114002742380|title=US Trustee Objects to SCO's Proposed Asset Sale and more|publisher=Groklaw|date=November 14, 2007|accessdate=2008-02-15] objected to the deal, SCO withdrew the proposed sale on November 20, without prejudice. [cite web|url=http://www.groklaw.net/article.php?story=20071120141133294|title=SCO Withdraws Asset Sale Motion (Without Prejudice) - Updated, as text|publisher=Groklaw|date=November 20, 2007|accessdate=2008-02-15] SCO was delisted from NASDAQ on December 27, due to its bankruptcy filing. [cite web|url=http://biz.yahoo.com/prnews/071227/lath028.html?.v=101|title=SCO Receives Nasdaq Notice Letter|date=2007-12-27|accessdate=2007-12-27]

2008

On February 14, 2008, SCO filed a memorandum of understanding between it and Stephen Norris Capital Partners (SNCP). [cite web|url=http://www.groklaw.net/article.php?story=20080214125705140|title=SCO announces reorganization plan - $100 M from SNCP & "partners from the Middle East", to go private - Updated|publisher=Groklaw|date=February 14, 2008|accessdate=2008-02-15] Under the proposed deal, subject to Bankruptcy Court confirmation, SNCP would pay SCO up to $100 million (including a $95 million loan at LIBOR + 17 percentage points). If the restructuring had been confirmed, SCO would have exited Chapter 11, gone private, and repaid all creditors (including Novell and IBM) in full. SNCP would then have received a controlling interest in SCO. A joint press release stated that SNCP's business plans for SCO include both "unveiling new product lines" and "see [ing] SCO's legal claims through to their full conclusion." [cite web|url=http://biz.yahoo.com/prnews/080214/lath092.html?.v=101|title=The SCO Group Announces Reorganization Plan to Include $100 Million Financing by Stephen Norris Capital Partners|date=2008-02-14|accessdate=2008-02-14|publisher=Yahoo Finance] The proposal was scrapped two months later. [cite web|url=http://deseretnews.com/article/1,5143,695266913,00.html|title=Insolvent SCO scraps its reorganization plan|accessdate=2008-04-03|date=2008-04-03|publisher=Deseret Morning News]

Charts

Click on the images to see larger versions.

References

External links

* [http://www.sco.com/ The SCO Group, Inc.] —official site
* [http://www.sco.com/scoip/ SCO intellectual property site]
* [http://www.groklaw.net/ Groklaw: News and Commentary about SCO lawsuits and Other Related Legal Information]
* [http://chapter11.epiqsystems.com/clientdefault.aspx?pk=8ce798da-b105-4a4c-808a-b1214f0ea6d5&l=1 SCOX Bankruptcy information and documents]

Data

* [http://finance.yahoo.com/q?s=SCOXQ.PK Financial information for The SCO Group (SCOXQ.PK)]
* [http://biz.yahoo.com/ic/99/99709.html Yahoo! - The SCO Group, Inc. Company Profile]