content: <PAGE>
  
  ===============================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                   CURRENT REPORT
                        Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934
  
  
                                 February 9, 2001
                                 ----------------
                 Date of Report (Date of earliest event reported)
  
                          THE SANTA CRUZ OPERATION, INC.
         ---------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
          California                      0-21484                  94-2549086
  ----------------------------     ------------------------    ------------------
  (State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
        of incorporation)                                      Identification No.)
  
                                 425 Encinal Street
                            Santa Cruz, California 95061
                     (Address of principal executive offices)
  
                                  (831) 425-7222
               ----------------------------------------------------
               (Registrant's telephone number, including area code)
  <PAGE>
  
  Item 5.   Other Events.
  
            On February 9, 2001, Caldera Systems, Inc. ("Caldera"), Caldera
       International, Inc. ("New Caldera"), and The Santa Cruz Operation, Inc.
       ("SCO") entered into a Third Amendment to the Agreement and Plan of
       Reorganization (the "Amendment"). The original Agreement and Plan of
       Reorganization was entered into on August 1, 2000 and was amended on
       September 13, 2000 and December 12, 2000 (together with the Amendment, the
       "Amended Reorganization Agreement"). The Amendment is the result of new
       negotiations between the parties and the total consideration to be paid by
       New Caldera has been changed as a consequence. Under the transactions
       proposed by the Amended Reorganization Agreement (the "Reorganization"),
       (i) a newly formed, wholly owned subsidiary of New Caldera will be merged
       with and into Caldera, with Caldera being the surviving corporation, and
       all outstanding Caldera securities will be converted, on a share for share
       basis, into New Caldera securities having identical rights, preferences and
       privileges, with New Caldera assuming any and all outstanding options and
       other rights to purchase shares of capital stock of Caldera (with all such
       New Caldera securities issued to former Caldera security holders initially
       representing approximately 74.1 % in New Caldera); (ii) SCO and certain of
       its subsidiaries will contribute to New Caldera certain assets, including
       the SCO Open Server intellectual property, in consideration for the
       issuance by New Caldera to SCO of 16 million shares of common stock of New
       Caldera, $0.001 par value ("New Caldera Common Stock"), which would have an
       approximate value of $53 million based on the closing price of Caldera's
       common stock on February 9, 2001, and which represents a fully diluted
       equity interest in New Caldera equal to approximately 25.3% of New Caldera,
       (the "Acquisition"); (iii) New Caldera will provide options to the existing
       SCO employees who become employees of New Caldera (other than David
       McCrabb, Jack Moyer and Jim Wilt); (iv) SCO will receive $23 million in
       cash (of which $7 million has been previously advanced to SCO) and will
       also receive a note for $8 million due in four quarterly installments
       beginning in the second year following the close of the transaction; and
       (v) Caldera and SCO have agreed to share revenue from SCO OpenServer
       products for a period of three years, if sales exceed pre-defined levels,
       and Caldera will also be assigned certain long-term accounts receivable.
       These receivables will vary depending on the timing of the transaction and
       product usage by customers, currently estimated to be $3-4 million. In
       conjunction with the Reorganization, The Canopy Group, Inc., a major
       stockholder of Caldera, has provided a line of credit of up to $18 million
       to SCO. Under the Amendment, the date by which either party can terminate
       the Amended Reorganization Agreement without giving rise to damages has
       been extended from February 28, 2001 to May 31, 2001.
  
            Voting Agreements previously entered into between certain stockholders
       of SCO and certain stockholders of Caldera to vote in favor of the
       Reorganization and against certain other matters (the "Voting Agreements")
       remain in force.
  
            The Reorganization is intended to constitute a reorganization under
       Section 351 of the Internal Revenue Code of 1986, as amended, and to be
       accounted for as a purchase transaction. Consummation of the Reorganization
       is subject to various conditions, including, among other things, receipt of
       the necessary approvals of the stockholders of Caldera, shareholders of SCO
       and certain regulatory bodies.
  
                                        -2-
  <PAGE>
  
            The foregoing description of the Amended Reorganization Agreement and
       the transactions contemplated thereby do not purport to be complete and are
       qualified in their entirety by reference to the Amendment, the form of
       which is filed herewith as Exhibit 99.1, and to the original Agreement and
       Plan of Reorganization between the parties which was filed as Exhibit 2.1
       to SCO's report on Form 8-K dated August 11, 2000.
  
            It is expected that Caldera will file an amended Registration
       Statement on SEC Form S-4 and Caldera and SCO will file an amended Joint
       Proxy Statement/Prospectus with the SEC in connection with the
       Reorganization, and that Caldera and SCO will mail a Joint Proxy
       Statement/Prospectus to stockholders of Caldera and shareholders of SCO
       containing information about the Reorganization. Investors and security
       holders are urged to read the Registration Statement and the Joint Proxy
       Statement/Prospectus carefully when they are available. The Registration
       Statement and the Joint Proxy Statement/Prospectus will contain important
       information about Caldera, SCO, the Reorganization, the persons soliciting
       proxies relating to the Reorganization, their interests in the
       Reorganization, and related matters. Investors and security holders will be
       able to obtain free copies of these documents through the website
       maintained by the SEC at http://www.sec.gov. Free copies of the Joint Proxy
       Statement/Prospectus and these other documents may also be obtained from
       Caldera by directing a request through the Investors Relations portion of
       Caldera's Web site at http://www.caldera.com or by mail to Caldera Systems,
       Inc., 240 West Center Street, Orem, Utah 84057, attention: Investor
       Relations, telephone (801) 765-4999, or by directing a request through the
       Investors Relations portion of SCO's Web site at http://www.sco.com or by
       mail to The Santa Cruz Operation, Inc., 425 Encinal Street, Santa Cruz,
       California 95061, attention: Investor Relations, telephone (831) 427-7399.
  
            In addition to the Registration Statement and the Joint Proxy
       Statement/Prospectus, Caldera and SCO file annual, quarterly and special
       reports, proxy statements and other information with the SEC. You may read
       and copy any reports, statements or other information filed by Caldera or
       SCO at the SEC public reference rooms at 450 Fifth Street, N.W.,
       Washington, D.C. 20549 or at any of the SEC's other public reference rooms
       in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-
       SEC-0330 for further information on the public reference rooms.
  
                                        -3-
  <PAGE>
  
  Item 7.   Exhibits.
  
       (c)  Exhibits.
  
            Exhibit 2.1    Third Amendment to Agreement and Plan of Reorganization
                           by and among Caldera Systems, Inc., Caldera Holdings,
                           Inc., and The Santa Cruz Operation, Inc. dated February
                           9, 2001.
  
            Exhibit 2.2    First Amendment to Agreement and Plan of Reorganization
                           by and among Caldera Systems, Inc., Caldera Holdings,
                           Inc., and The Santa Cruz Operation, Inc. dated
                           September 13, 2000.
  
            Exhibit 2.3    Second Amendment to Agreement and Plan of
                           Reorganization by and among Caldera Systems, Inc.,
                           Caldera Holding, Inc., and The Santa Cruz Operation,
                           Inc. dated December 12, 2000.
  
            Exhibit 2.4    Agreement and Plan of Reorganization by and among
                           Caldera Systems, Inc., Caldera Holdings, Inc., and The
                           Santa Cruz Operation, Inc., dated August 1, 2000.
                           (incorporated by reference to Exhibit 2.1 to SCO's
                           report on Form 8-K dated August 11, 2000)
  
            Exhibit 9.1    Form of Voting Agreement by and among The Santa Cruz
                           Operation, Inc., and certain stockholders of Caldera
                           Systems, Inc., dated August 1, 2000. (incorporated by
                           reference to Exhibit 9.1 to SCO's report on Form 8-K
                           dated August 11, 2000)
  
            Exhibit 99.1   Form of Voting Agreement by and among The Santa Cruz
                           Operation, Inc., and Caldera Systems, Inc. and Douglas
                           Michels, dated August 1, 2000. (incorporated by
                           reference to Exhibit 99.1 to SCO's report on Form 8-K
                           dated August 11, 2000)
  
                                        -4-
  <PAGE>
  
                                     SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                THE SANTA CRUZ OPERATION, INC.
  
  Date: February 13, 2001       By:   /s/ Steven M. Sabbath
                                      --------------------------------------
                                      Steven M. Sabbath
                                      Senior Vice President, Law & Corporate
                                      Affairs
  
                                        -5-
  <PAGE>
  
                           INDEX TO EXHIBITS FILED WITH
               THE CURRENT REPORT ON FORM 8-K DATED FEBRUARY 9, 2001
  
            Exhibit        Description
            -------        -----------
  
            Exhibit 2.1    Third Amendment to Agreement and Plan of Reorganization
                           by and among Caldera Systems, Inc., Caldera Holdings,
                           Inc., and The Santa Cruz Operation, Inc. dated February
                           9, 2001.
  
            Exhibit 2.2    First Amendment to Agreement and Plan of Reorganization
                           by and among Caldera Systems, Inc., Caldera Holdings,
                           Inc., and The Santa Cruz Operation, Inc. dated
                           September 13, 2000.
  
            Exhibit 2.3    Second Amendment to Agreement and Plan of
                           Reorganization by and among Caldera Systems, Inc.,
                           Caldera Holding, Inc., and The Santa Cruz Operation,
                           Inc. dated December 12, 2000.
  
            Exhibit 2.4    Agreement and Plan of Reorganization by and among
                           Caldera Systems, Inc., Caldera Holdings, Inc., and The
                           Santa Cruz Operation, Inc., dated August 1, 2000.
                           (incorporated by reference to Exhibit 2.1 to SCO's
                           report on Form 8-K dated August 11, 2000)
  
            Exhibit 9.1    Form of Voting Agreement by and among The Santa Cruz
                           Operation, Inc., and certain stockholders of Caldera
                           Systems, Inc., dated August 1, 2000. (incorporated by
                           reference to Exhibit 9.1 to SCO's report on Form 8-K
                           dated August 11, 2000)
  
            Exhibit 99.1   Form of Voting Agreement by and among The Santa Cruz
                           Operation, Inc., and Caldera Systems, Inc. and Douglas
                           Michels, dated August 1, 2000. (incorporated by
                           reference to Exhibit 99.1 to SCO's report on Form 8-K
                           dated August 11, 2000)
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text: ===============================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                   CURRENT REPORT
                        Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934
  
                                 February 9, 2001
                                 ----------------
                 Date of Report (Date of earliest event reported)
  
                          THE SANTA CRUZ OPERATION, INC.
         ---------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
          California                      0-21484                  94-2549086
  ----------------------------     ------------------------    ------------------
  (State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
        of incorporation)                                      Identification No.)
  
                                 425 Encinal Street
                            Santa Cruz, California 95061
                     (Address of principal executive offices)
  
                                  (831) 425-7222
               ----------------------------------------------------
               (Registrant's telephone number, including area code)
  Item 5.   Other Events.
  
            On February 9, 2001, Caldera Systems, Inc. ("Caldera"), Caldera
       International, Inc. ("New Caldera"), and The Santa Cruz Operation, Inc.
       ("SCO") entered into a Third Amendment to the Agreement and Plan of
       Reorganization (the "Amendment"). The original Agreement and Plan of
       Reorganization was entered into on August 1, 2000 and was amended on
       September 13, 2000 and December 12, 2000 (together with the Amendment, the
       "Amended Reorganization Agreement"). The Amendment is the result of new
       negotiations between the parties and the total consideration to be paid by
       New Caldera has been changed as a consequence. Under the transactions
       proposed by the Amended Reorganization Agreement (the "Reorganization"),
       (i) a newly formed, wholly owned subsidiary of New Caldera will be merged
       with and into Caldera, with Caldera being the surviving corporation, and
       all outstanding Caldera securities will be converted, on a share for share
       basis, into New Caldera securities having identical rights, preferences and
       privileges, with New Caldera assuming any and all outstanding options and
       other rights to purchase shares of capital stock of Caldera (with all such
       New Caldera securities issued to former Caldera security holders initially
       representing approximately 74.1 % in New Caldera); (ii) SCO and certain of
       its subsidiaries will contribute to New Caldera certain assets, including
       the SCO Open Server intellectual property, in consideration for the
       issuance by New Caldera to SCO of 16 million shares of common stock of New
       Caldera, $0.001 par value ("New Caldera Common Stock"), which would have an
       approximate value of $53 million based on the closing price of Caldera's
       common stock on February 9, 2001, and which represents a fully diluted
       equity interest in New Caldera equal to approximately 25.3% of New Caldera,
       (the "Acquisition"); (iii) New Caldera will provide options to the existing
       SCO employees who become employees of New Caldera (other than David
       McCrabb, Jack Moyer and Jim Wilt); (iv) SCO will receive $23 million in
       cash (of which $7 million has been previously advanced to SCO) and will
       also receive a note for $8 million due in four quarterly installments
       beginning in the second year following the close of the transaction; and
       (v) Caldera and SCO have agreed to share revenue from SCO OpenServer
       products for a period of three years, if sales exceed pre-defined levels,
       and Caldera will also be assigned certain long-term accounts receivable.
       These receivables will vary depending on the timing of the transaction and
       product usage by customers, currently estimated to be $3-4 million. In
       conjunction with the Reorganization, The Canopy Group, Inc., a major
       stockholder of Caldera, has provided a line of credit of up to $18 million
       to SCO. Under the Amendment, the date by which either party can terminate
       the Amended Reorganization Agreement without giving rise to damages has
       been extended from February 28, 2001 to May 31, 2001.
  
            Voting Agreements previously entered into between certain stockholders
       of SCO and certain stockholders of Caldera to vote in favor of the
       Reorganization and against certain other matters (the "Voting Agreements")
       remain in force.
  
            The Reorganization is intended to constitute a reorganization under
       Section 351 of the Internal Revenue Code of 1986, as amended, and to be
       accounted for as a purchase transaction. Consummation of the Reorganization
       is subject to various conditions, including, among other things, receipt of
       the necessary approvals of the stockholders of Caldera, shareholders of SCO
       and certain regulatory bodies.
  
                                        -2-
  The foregoing description of the Amended Reorganization Agreement and
       the transactions contemplated thereby do not purport to be complete and are
       qualified in their entirety by reference to the Amendment, the form of
       which is filed herewith as Exhibit 99.1, and to the original Agreement and
       Plan of Reorganization between the parties which was filed as Exhibit 2.1
       to SCO's report on Form 8-K dated August 11, 2000.
  
            It is expected that Caldera will file an amended Registration
       Statement on SEC Form S-4 and Caldera and SCO will file an amended Joint
       Proxy Statement/Prospectus with the SEC in connection with the
       Reorganization, and that Caldera and SCO will mail a Joint Proxy
       Statement/Prospectus to stockholders of Caldera and shareholders of SCO
       containing information about the Reorganization. Investors and security
       holders are urged to read the Registration Statement and the Joint Proxy
       Statement/Prospectus carefully when they are available. The Registration
       Statement and the Joint Proxy Statement/Prospectus will contain important
       information about Caldera, SCO, the Reorganization, the persons soliciting
       proxies relating to the Reorganization, their interests in the
       Reorganization, and related matters. Investors and security holders will be
       able to obtain free copies of these documents through the website
       maintained by the SEC at http://www.sec.gov. Free copies of the Joint Proxy
       Statement/Prospectus and these other documents may also be obtained from
       Caldera by directing a request through the Investors Relations portion of
       Caldera's Web site at http://www.caldera.com or by mail to Caldera Systems,
       Inc., 240 West Center Street, Orem, Utah 84057, attention: Investor
       Relations, telephone (801) 765-4999, or by directing a request through the
       Investors Relations portion of SCO's Web site at http://www.sco.com or by
       mail to The Santa Cruz Operation, Inc., 425 Encinal Street, Santa Cruz,
       California 95061, attention: Investor Relations, telephone (831) 427-7399.
  
            In addition to the Registration Statement and the Joint Proxy
       Statement/Prospectus, Caldera and SCO file annual, quarterly and special
       reports, proxy statements and other information with the SEC. You may read
       and copy any reports, statements or other information filed by Caldera or
       SCO at the SEC public reference rooms at 450 Fifth Street, N.W.,
       Washington, D.C. 20549 or at any of the SEC's other public reference rooms
       in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-
       SEC-0330 for further information on the public reference rooms.
  
                                        -3-
  Item 7.   Exhibits.
  
       (c)  Exhibits.
  
            Exhibit 2.1    Third Amendment to Agreement and Plan of Reorganization
                           by and among Caldera Systems, Inc., Caldera Holdings,
                           Inc., and The Santa Cruz Operation, Inc. dated February
                           9, 2001.
  
            Exhibit 2.2    First Amendment to Agreement and Plan of Reorganization
                           by and among Caldera Systems, Inc., Caldera Holdings,
                           Inc., and The Santa Cruz Operation, Inc. dated
                           September 13, 2000.
  
            Exhibit 2.3    Second Amendment to Agreement and Plan of
                           Reorganization by and among Caldera Systems, Inc.,
                           Caldera Holding, Inc., and The Santa Cruz Operation,
                           Inc. dated December 12, 2000.
  
            Exhibit 2.4    Agreement and Plan of Reorganization by and among
                           Caldera Systems, Inc., Caldera Holdings, Inc., and The
                           Santa Cruz Operation, Inc., dated August 1, 2000.
                           (incorporated by reference to Exhibit 2.1 to SCO's
                           report on Form 8-K dated August 11, 2000)
  
            Exhibit 9.1    Form of Voting Agreement by and among The Santa Cruz
                           Operation, Inc., and certain stockholders of Caldera
                           Systems, Inc., dated August 1, 2000. (incorporated by
                           reference to Exhibit 9.1 to SCO's report on Form 8-K
                           dated August 11, 2000)
  
            Exhibit 99.1   Form of Voting Agreement by and among The Santa Cruz
                           Operation, Inc., and Caldera Systems, Inc. and Douglas
                           Michels, dated August 1, 2000. (incorporated by
                           reference to Exhibit 99.1 to SCO's report on Form 8-K
                           dated August 11, 2000)
  
                                        -4-
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                THE SANTA CRUZ OPERATION, INC.
  
  Date: February 13, 2001       By:   /s/ Steven M. Sabbath
                                      --------------------------------------
                                      Steven M. Sabbath
                                      Senior Vice President, Law & Corporate
                                      Affairs
  
                                        -5-
  INDEX TO EXHIBITS FILED WITH
               THE CURRENT REPORT ON FORM 8-K DATED FEBRUARY 9, 2001
  
            Exhibit        Description
            -------        -----------
  
            Exhibit 2.1    Third Amendment to Agreement and Plan of Reorganization
                           by and among Caldera Systems, Inc., Caldera Holdings,
                           Inc., and The Santa Cruz Operation, Inc. dated February
                           9, 2001.
  
            Exhibit 2.2    First Amendment to Agreement and Plan of Reorganization
                           by and among Caldera Systems, Inc., Caldera Holdings,
                           Inc., and The Santa Cruz Operation, Inc. dated
                           September 13, 2000.
  
            Exhibit 2.3    Second Amendment to Agreement and Plan of
                           Reorganization by and among Caldera Systems, Inc.,
                           Caldera Holding, Inc., and The Santa Cruz Operation,
                           Inc. dated December 12, 2000.
  
            Exhibit 2.4    Agreement and Plan of Reorganization by and among
                           Caldera Systems, Inc., Caldera Holdings, Inc., and The
                           Santa Cruz Operation, Inc., dated August 1, 2000.
                           (incorporated by reference to Exhibit 2.1 to SCO's
                           report on Form 8-K dated August 11, 2000)
  
            Exhibit 9.1    Form of Voting Agreement by and among The Santa Cruz
                           Operation, Inc., and certain stockholders of Caldera
                           Systems, Inc., dated August 1, 2000. (incorporated by
                           reference to Exhibit 9.1 to SCO's report on Form 8-K
                           dated August 11, 2000)
  
            Exhibit 99.1   Form of Voting Agreement by and among The Santa Cruz
                           Operation, Inc., and Caldera Systems, Inc. and Douglas
                           Michels, dated August 1, 2000. (incorporated by
                           reference to Exhibit 99.1 to SCO's report on Form 8-K
                           dated August 11, 2000)