SCO Group

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SCO Group, Inc.
Public
IndustryOperating system software
FoundedLindon, Utah (Caldera, 1994)
HeadquartersLindon, Utah, United States
Key people
  • Ralph Yarro III, Chairman
  • Darl McBride, CEO (2002–2009)
  • Ken Nielsen, CFO
  • Ryan E. Tibbitts, General Counsel
  • Jeff Hunsaker, President of SCO Operations Inc
  • Ransom H. Love, Founder (Caldera)
  • Doug Michels, Founder (SCO)
  • Larry Michels, Founder (SCO)
ProductsUnixWare, OpenServer, Me Inc. Mobility Products, SCO Mobile Server, HipCheck
RevenueDecrease $15.6 million USD (2008)
Decrease ($8.7 million) USD (2008)
Number of employees
63 (2009)
Websitewww.sco.com

SCO, The SCO Group, and The TSG Group are the various names of an American software company that became known for acquiring the Santa Cruz Operation's Server Software and Services divisions, and UnixWare and OpenServer technologies, and then, under CEO Darl McBride, pursuing a series of legal battles known as the SCO-Linux controversies.

The SCO Group began in 2002 with a renaming of Caldera International, accompanied by Darl McBride becoming CEO and a major change in business strategy and direction. The company was part of the Canopy Group, but became independent in March 2005, 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. As part of the settlement, Canopy transferred all of its shares to Yarro.[1][2]

In January 2004, their website, www.sco.com, was attacked by the Mydoom computer virus, which took down the website for 2 weeks using a DDoS attack.[3]

In September 2007, SCO filed for Chapter 11 bankruptcy protection.[4] In April 2011, UnXis, Inc. (currently Xinuos) bought The SCO Group, Inc. operating assets and intellectual property rights after having been approved by the bankruptcy court in Delaware. The SCO Group, Inc. then renamed itself TSG Group, Inc.[5][6] In August 2012, TSG Group, Inc. filed to convert from Chapter 11 bankruptcy protection to Chapter 7 stating "There is no reasonable chance of rehabilitation".[7] On June 14, 2013, Judge David Nuffer ruled on SCO v. IBM motions, granting SCO's motion for reconsideration and reopening the case.[8][9]

Background[edit]

The Santa Cruz Operation (SCO)[edit]

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. In his book The Art of Unix Programming, Eric Raymond calls SCO the "first UNIX company".[10] 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.[11] After selling its UNIX interests, SCO retained only its Tarantella product line, and therefore changed its name to Tarantella, Inc.

Caldera Systems and Caldera International[edit]

Caldera, Inc. based in Utah, was founded in 1994 by Bryan Wayne Sparks[12] and Ransom H. Love,[13] receiving start-up funding from Ray Noorda's Canopy Group. Its main product was Caldera Network Desktop, a Linux distribution mainly targeted at business customers and containing some proprietary additions. Caldera, Inc. later purchased the German LST Software GmbH and its LST Power Linux distribution, which was made the basis of their following product Caldera OpenLinux.

Caldera, Inc. 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.[14][15]

In August 1998, the original Caldera, Inc. company split into two daughter companies named Caldera Systems, Inc. and Caldera Thin Clients, Inc. Caldera Systems took over the Linux business, while Caldera Thin Clients took over the DOS and embedded business.[16] The shell company Caldera, Inc., remained responsible for the lawsuit only.

On August 2, 2000,[17] Santa Cruz Operation announced that it would sell its Server Software and Services Divisions, as well as OpenServer and UnixWare, to Caldera Systems, Inc., proprietary operating systems for PCs that would be expected to compete directly with Linux. In May 2001, the SCO purchase was completed and Caldera Systems became Caldera International, Inc..[18]

In 2002, Caldera International joined with SuSE Linux (now SUSE), Turbolinux and Conectiva to form United Linux in an attempt to standardize Linux distributions.[19]

History[edit]

Start of The SCO Group[edit]

On June 27, 2002, CEO Ransom Love was replaced by Darl McBride,[20] and the company changed its name to The SCO Group on August 26, 2002.[21]

Caldera International's name-change to The SCO Group created some confusion between The SCO Group (formerly known as Caldera International) and Tarantella (formerly known as SCO). The company described here is The SCO Group (formerly Caldera International). 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.[22]

Legal battles[edit]

In or around 2003, SCO began to claim that Linux "contained SCO's UNIX System V source code and that Linux was an unauthorized derivative of UNIX".[23] 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.[24] 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.

Decline[edit]

After announcing its legal claims against various Linux users and vendors, 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 February 17, 2005, 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.[25] 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 April 23, 2007, 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.[26] The stock regained compliance on June 12, 2007.[27]

Bankruptcy[edit]

Shortly after Judge Dale Kimball's ruling on August 10, 2007, SCO Group filed for reorganization on September 14, 2007, under Chapter 11 of the United States Bankruptcy Code.[4]

SCO was delisted from NASDAQ on December 27, 2007, due to its bankruptcy filing.[28]

On February 14, 2008, SCO filed a memorandum of understanding between it and Stephen Norris Capital Partners (SNCP).[29] 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[failed verification (See discussion.)] 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."[30] The proposal was abandoned two months later.[31]

On January 12, 2009, SCO filed a new reorganization plan with the bankruptcy court.[32]

On May 5, 2009, the U.S. Trustee's office, through its counsel Joseph J. McMahon Jr., filed a motion in the SCO bankruptcy proceeding to convert the SCO's Chapter 11 to a liquidation under Chapter 7.[33]

On June 15, 2009, Darl McBride announced during the liquidation hearing that they had come to an agreement with Gulf Capital Partners for funding to pay off the debts and continue its litigation against IBM and others, through the sale of its UNIX division.[34][35]

On August 5, 2009, Judge Gross ordered the appointment of a Trustee according to Chapter 11 by the U.S. Trustee's office.[36] On August 25, 2009, Edward Norman Cahn, was named as Chapter 11 trustee for SCO's cases.[37]

On October 14, 2009, SCO Group announced that the company had terminated CEO Darl McBride's contract.

Following the appointment of the Chapter 11 trustee, on October 14, 2009, the SCO Group announced that the company has eliminated the Chief Executive Officer and President positions, consequently terminating Darl McBride's position,[38][39] and that the remaining members of the current management team, including Chief Operating Officer, Jeff Hunsaker, Chief Financial Officer, Ken Nielsen and General Counsel, Ryan Tibbitts, will continue to work closely with the Chapter 11 trustee and his advisors.[40] Jeff Hunsaker left SCO on November 13, 2009. SCO stated that they intended to hire him temporarily as a consultant.[41]

On September 16, 2010, the SCO Group announced that it was "pursuing a sale of substantially all of the assets of its UNIX(R) business, including certain UNIX system V software products and related services",[42] and requested that interested parties show "financial wherewithal to close on the transaction on or before October 5, 2010 at 5:00 p.m.",[42] but as of December 2010, no announcement of any actual sale had been made.

Since May 2010, SCO Group has repeatedly cancelled its bankruptcy hearings—as of December 2010, their next scheduled hearing is January 18, 2011.[43][44]

On January 26, 2011, the SCO Group announced that UnXis Inc. has been selected to purchase their software product business.[45] The terms of sale are to be submitted to the bankruptcy court, where SCO's Chapter 11 case is also pending, for approval on March 2, 2011. The original date of the hearing has been postponed by two weeks.

On April 5, 2011, the U.S. Securities and Exchange Commission temporarily halted trading on SCO stock in response to SCO's failure to make required periodic filing for over two years.[46]

On April 11, 2011, UnXis completed the purchase of its operating assets.[47] The SCO Group's litigation rights against IBM and Novell did not transfer to UnXis.

SCO filed amendments to their certificates of incorporation on April 15, 2011. The SCO Group, Inc. was renamed TSG Group, Inc., and SCO Operations, Inc. became TSG Operations, Inc.[6]

Products[edit]

  • SCO UnixWare, a 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 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 descendant 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.
  • In late 2004, SCO announced the launch of the SCO Marketplace Initiative,[48] in which it offers pay-per-project development opportunities.
  • In early 2006, SCO publicly released Me, Inc, a mobile services platform.[49]

SCO-Linux lawsuits and controversies[edit]

The SCO Group was, in 2004, 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".[23] 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:[50]

Viewed against the backdrop of SCO's plethora of public statements concerning IBM's and others' infringement of SCO's purported copyrights to the Unix software, it is astonishing that SCO has not offered any competent evidence to create a disputed fact regarding whether IBM has infringed SCO's alleged copyrights through IBM's Linux activities.

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.[51]

On August 24, 2009, the Tenth Circuit Court of Appeals issued its findings on SCO's appeal of the 2007 summary judgment. It reversed Judge Kimball's summary judgment rulings on ownership of UNIX and UnixWare copyrights, SCO's claim seeking specific performance, the scope of Novell's rights under Section 4.16 of the APA, and the application of the covenant of good faith and fair dealing to Novell's rights under Section 4.16 of the APA. It upheld Kimball's ruling on royalties due Novell. The reversed judgments were remanded to trial in Utah Federal court.[52]

On March 30, 2010 a federal jury found unanimously that the copyrights to Unix and UnixWare did not transfer to SCO. Then on June 10, Judge Stewart granted all remaining claims of Novell, and denied all claims of SCO, closing the case.[53]

SCO appealed for a second time on September 9, 2010. However, the Tenth Circuit Court of Appeals affirmed the district court ruling in all respects.[54]

List of recent SCO lawsuits[edit]

Charts[edit]

Click on the images to see larger versions.

SCO Forum[edit]

Beginning in 1987 Santa Cruz Operation had hosted an annual summer conference for the international Unix community in Santa Cruz. Originally called "The SCO XENIX 386 Developer Conference", it was later called "SCO Forum".

The SCO Forum conference tradition continued under Caldera Systems and Caldera International, but starting in 2002, the conference was moved to Las Vegas, where it was held yearly until the 2008 SCO Forum[55] was the last one held.

After the SCO v. IBM legal battle began, SCO Forum presentations focused on presenting SCO's side. Speakers included Darl McBride and Rob Enderle. SCO continued the focus in the conference on technical presentations.[56]

References[edit]

  1. ^ Mims, Bob (2005-03-12). "Canopy deal: Former CEO stays on board of SCO Group". The Salt Lake Tribune. Archived from the original on 2005-03-12.
  2. ^ "STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP". EDGAR. The Securities and Exchange Commission. 2005-03-11.
  3. ^ "Security firm: MyDoom worm fastest yet". CNN. 2004-01-28.
  4. ^ a b The SCO Group Files Chapter 11 to Protect Assets as It Addresses Potential Financial and Legal Challenges. The SCO Group, Inc. press release, 2007-09-14 Archived 2007-10-06 at the Wayback Machine
  5. ^ "UnXis Completes Purchase of SCO UNIX Assets" Archived 2011-11-14 at the Wayback Machine, press release 2011-04-11
  6. ^ a b "Certificates of Amendment to the Debtors' Certificates of Incorporation (Exhibit A)" (PDF). Secretary of State of the State of Delaware/Groklaw. 2011-05-06. Retrieved 2011-05-07.
  7. ^ "SCO Files for Chapter 7: "There is no reasonable chance of 'rehabilitation"". Groklaw. 2012-08-07.
  8. ^ "Ladies and Gentlemen, SCO v. IBM Is Officially Reopened ~pj". Groklaw. 2013-06-15.
  9. ^ "Order Reopening case and vacating prior order" (PDF). "U.S. District Court, District of Utah, Central Division". 2013-06-14.
  10. ^ Raymond, Eric S. (2003-10-03). The Art of UNIX Programming. Addison–Wesley Professional. ISBN 978-0-13-142901-7.
  11. ^ "SCO Announces Official Closing of Sale of two Divisions to Caldera" (Press release). The Santa Cruz Operation, Inc. 2001-05-07. Archived from the original on 2007-10-01. Retrieved 2007-01-23.
  12. ^ http://www.devicelogics.com/company/management.htm Archived 2007-10-23 at the Wayback Machine
  13. ^ http://www.progeny.com/about/board.html#love Archived 2007-09-28 at the Wayback Machine
  14. ^ "Software Developer Caldera sues Microsoft for Antitrust practices alleges monopolistic acts shut its DR DOS operating system out of market". Salt Lake City, UT, USA: Caldera News. 1996-07-24. Archived from the original on 2017-06-24. Retrieved 2017-06-24.
  15. ^ Leon, Mark (1996-07-29). "Caldera reopens 'settled' suit, buys DR DOS". Computerworld. IDG. Archived from the original on 2018-08-23. Retrieved 2018-02-13.
  16. ^ Caldera Creates Two Wholly-Owned Subsidiaries
  17. ^ Malinkoff, Marina (2000-08-03). "SCO spins off two divisions for cash, stock". Santa Cruz Sentinel. pp. A1, A12 – via Newspapers.com.
  18. ^ "Caldera Completes Acquisition of Two SCO Divisions; Becomes Largest Linux Company in the World with Global Services/Support" (Press release). Caldera Systems, Inc. 2001-05-08.
  19. ^ "Caldera, Conectiva, SuSE, Turbolinux Partner To Create UnitedLinux, And Produce A Uniform Version Of Linux For Business" (Press release). UnitedLinux. 2002-05-30. Retrieved 2007-03-27.
  20. ^ Weiss, Todd R. (2002-06-27). "Caldera CEO steps aside to focus on UnitedLinux". Computerworld.
  21. ^ Weiss, Todd R. (2002-08-26). "SCO name returns as Caldera rebrands itself". Computerworld.
  22. ^ "Trademark Electronic Search System (TESS)". United States Patent and Trademark Office. 2007-07-16. Retrieved 2008-05-03.
  23. ^ a b "SCO Registers UNIX Copyrights and Offers UNIX License". Archived from the original on 2010-01-02. Retrieved 2007-04-28.
  24. ^ "SCO lawsuit against Linux financed by Microsoft". Archived from the original on 2013-01-19. Retrieved 2007-05-26.
  25. ^ "The SCO Group, Inc. Receives Notice From Nasdaq Regarding Potential Delisting and Intends to Appeal". Lindon, UT, USA: The SCO Group. 2005-02-17. Archived from the original on 2018-09-08. Retrieved 2008-05-20 – via PRNewswire-FirstCall via COMTEX.
  26. ^ "Form 8K: Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing". Retrieved 2007-04-28.
  27. ^ "Form 8K: Item 8.01 Other Events". Retrieved 2007-06-13.
  28. ^ "SCO Receives Nasdaq Notice Letter". 2007-12-27. Archived from the original on 2007-12-29. Retrieved 2007-12-27.
  29. ^ "SCO announces reorganization plan – $100 M from SNCP & "partners from the Middle East", to go private – Updated". Groklaw. 2008-02-14. Retrieved 2008-02-15.
  30. ^ "The SCO Group Announces Reorganization Plan to Include $100 Million Financing by Stephen Norris Capital Partners". Yahoo Finance. 2008-02-14. Archived from the original on 2008-02-20. Retrieved 2008-02-14.
  31. ^ "Insolvent SCO scraps its reorganization plan". Deseret Morning News. 2008-04-03. Retrieved 2008-04-03.
  32. ^ The SCO Group Files Formal Reorganization Plan With Bankruptcy Court[dead link]
  33. ^ Groklaw – U.S. Trustee Moves to Convert SCO Bankruptcy to Chapter 7 – Updated
  34. ^ SCO Group strikes deal just before bankruptcy hearing Archived 2009-06-19 at the Wayback Machine
  35. ^ SCO vs. Linux: New investor rescues SCO from bankruptcy Archived 2009-06-21 at the Wayback Machine
  36. ^ "Court documents" (PDF). www.groklaw.net. Retrieved 2019-10-18.
  37. ^ (SCO) Search Dockets Archived 2012-07-07 at Archive.today
  38. ^ "The SCO Group, Inc.: FORM 8-K: 2009-10-14". EDGAR. The Securities and Exchange Commission. 2009-10-14. Retrieved 2009-10-19.
  39. ^ "Change in Directors or Principal Officers, Other Events, Financial Statements". Archived from the original on 2009-10-22.
  40. ^ The SCO Group, Inc. – Current Report SECDatabase.com, Form Type: 8-K, Filing Date: 2009-10-19
  41. ^ "FORM 8-K: Item 5.02: Departure of Directors or Certain Officers". EDGAR. Securities and Exchange Commission. 2009-11-13. Retrieved 2009-11-16.
  42. ^ a b "The SCO Group Announces UNIX Asset Sale" (Press release). The SCO Group, Inc. 2010-09-16. Archived from the original on 2010-09-22. Retrieved 2010-12-29.
  43. ^ Pamela, Jones. "SCO Bankruptcy Timeline". Groklaw. Retrieved 2010-12-29.
  44. ^ Pamela, Jones. "List of stories referenced in the "SCO Bankruptcy Timeline"". Groklaw. Archived from the original on 2013-02-21. Retrieved 2010-12-29.
  45. ^ "UnXis Group Acquires SCO" (PDF) (Press release). UnXis, Inc. 2011-01-26. Archived from the original (PDF) on 2012-03-31. Retrieved 2011-04-06.
  46. ^ "Securities and Exchange Commission Suspends Trading in the Securities of Fourteen Issuers for Failure to Make Required Periodic Filings". SEC News Digest (2011–65). 2011-04-05. Retrieved 2011-04-06.
  47. ^ Harvey, Tom (2011-04-11). "SCO closes sale of Unix system to Nevada company". The Salt Lake Tribune. Retrieved 2011-04-11.
  48. ^ http://www.sco.com/developers/marketplace/faq.html[dead link]
  49. ^ The SCO Group, Inc. | Products | MeInc[permanent dead link]
  50. ^ The SCO Group, Inc. vs. International Business Machines, Inc. case number 2:03cv0294 United States District Court for the District of Utah doc #398 [1]
  51. ^ MEMORANDUM DECISION AND ORDER Civil Case No. 2:04CV139DAK
  52. ^ http://www.ck10.uscourts.gov/opinions/08/08-4217.pdf[dead link]
  53. ^ NOVELL: Novell News » Blog Archive » United States District Court Judge Issues Final Judgment Confirming Novell Ownership of UNIX Copyrights and Denying Other SCO Claims
  54. ^ "10th Circuit Affirms in All Respects – Novell, Not SCO, Owns the Copyrights, etc".
  55. ^ "SCO Forum 2008 Announced by Hunsaker; Where's Darl?". groklaw.net. Retrieved 2008-05-20.
  56. ^ Emigh, Jacqueline (2005-08-15). "SCO Forum: Dueling with Linux & Microsoft (SCO Against the World)". LinuxPlanet. Retrieved 2008-05-20.

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