<Page>

     As filed with the Securities and Exchange Commission on August 7, 2002
                                                         Registration No. 333-
================================================================================

                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                ----------------------

                                      FORM S-8
                               REGISTRATION STATEMENT
                                     Under the
                                Securities Act of 1933

                                ----------------------

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

            Delaware                                           87-0662823
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)


                                    355 South 520 West
                                    Lindon, Utah 84042
                               Telephone:  (801) 765-4999
                       (Address of Principal Executive Offices,
                                    including Zip Code)

                         SEVERANCE AGREEMENTS and TERMINATION OF
                              CHANGE OF CONTROL AGREEMENTS
                                 (Full title of the plan)

                Darl McBride                              Copy to:
          Chief Executive Officer
        Caldera International, Inc.                     Keith L. Pope
            355 South 520 West                Parr Waddoups Brown Gee & Loveless
            Lindon, Utah 84042                185 South State Street, Suite 1300
              (801) 765-4999                      Salt Lake City, Utah 84111
  (Name, address and telephone number,                   (801) 532-7840
including area code, of agent for service)

                                ----------------------

                           CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
==========================================================================================================================
                                                                 PROPOSED        PROPOSED MAXIMUM
                                           AMOUNT TO BE      MAXIMUM OFFERING   AGGREGATE OFFERING       AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)    PRICE PER SHARE(2)        PRICE(2)       REGISTRATION FEE(2)
-------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>                 <C>                  <C>
Common Stock, par value $001
per share (the "Common Stock")               280,000               $1.10              $308,000             $29.00
-------------------------------------------------------------------------------------------------------------------------
</Table>

--------------------
(1)  195,000 shares of Common Stock registered hereunder will be issued in
     connection with (i) severance agreements with two executive officers
     and managers, and (ii) 85,000 shares of Common Stock will be issued in
     connection with the termination of change of control agreements with
     five officers and managers.

(2)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     this amount is calculated based upon the last sales price of the Company's
     common stock reported in The Nasdaq Stock Market on August 6, 2002, of
     $1.10.

================================================================================
<Page>

                                     PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 adopted under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 adopted under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Caldera International, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference in this Registration Statement:

         (1)   The Registrant's Annual Report on Form 10-K for the year
               ended October 31, 2001.

         (2)   The description of the Registrant's Common Stock, par value
               $.001 per share, contained in the Registrant's Registration
               Statement on Form S-4 filed under the Securities Act.

         (3)   The Registrant's Current Report on Form 8-K, filed with the
               Commission on July 24, 2002.

         (4)   The Registrant's Current Report on Form 8-K, filed with the
               Commission on May 13, 2002.

         (5)   The Registrant's Current Report on Form 8-K, filed with the
               Commission on May 9, 2002.

         (6)   The Registrant's Current Report on Form 8-K, filed with the
               Commission on April 2, 2002.

         (7)   The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended April 30, 2002.

         (8)   The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended January 31, 2002.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superceded for purposes hereof to the extent that a statement contained
herein (or in any other subsequently filed document which is also incorporated
by reference herein) modifies or supercedes such statement.  Any statement so
modified or superceded shall not be deemed to constitute a part hereof except
as so modified or superceded.


                                       2
<Page>


         The consolidated financial statements (the "Audited Financial
Statements") of the Registrant included in the Registrant's Annual Report on
Form 10-K for the year ended October 31, 2001 (the "Annual Report"), and
incorporated by reference in this Registration Statement, have been audited
by Arthur Andersen, LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included in reliance upon the
authority of said firm as experts in accounting and auditing.

         The Registrant would ordinarily be required to obtain the consent of
Arthur Andersen LLP (the Registrant's former public accountant) before
incorporating by reference Arthur Andersen's Report of Independent Public
Accountants, dated November 30, 2001 (the "Audit Report") regarding the
Audited Financial Statements contained in the Annual Report.  Despite the
Registrant's reasonable efforts, it has been unable to obtain such a consent
from Arthur Andersen by reason of the departure from Arthur Andersen of the
partner and senior manager on the Registrant's engagement team.

         The Registrant has determined that pursuant to Rule 437a promulgated
under the Securities Act, the Audit Report and the Audited Financial
Statements may be incorporated by reference herein without obtaining the
consent of Arthur Andersen.

         Because Arthur Andersen has not consented to the inclusion by
reference of their Audit Report in this Registration Statement, the
Registrant believes that individuals will not be able to recover any losses
or damages from Arthur Andersen pursuant to the Securities Act if the Audit
Report or the Audited Financial Statements are deficient or otherwise violate
the Securities Act.

         Future financial statements of the Registrant and the reports
thereon by KPMG LLP will be incorporated by reference in this Registration
Statement in reliance upon the authority of that firm as experts in giving
those reports only to the extent, however, that said firm has audited those
financial statements and consented to the use of their reports thereon.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Our certificate of incorporation limits the liability of directors
to the fullest extent permitted by the Delaware General Corporation Law.  In
addition, our certificate of incorporation and bylaws provide that we will
indemnify our directors to the fullest extent permitted by the Delaware
General Corporation Law.  Under our bylaws, the Board of Directors in its
discretion has the power on behalf of the corporation to indemnify any
person, other than a director, including an officer, made a party to an
action, suit or proceeding by reason of the fact that he is or was an officer
or employee of the corporation.  Section 145 of the Delaware General
Corporation Law authorizes a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification (including reimbursement
for expenses incurred) arising under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


                                       3
<Page>


Item 8.  Exhibits.

         See the Exhibit Index on page 6.

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
         being made of the securities registered hereby, a post-effective
         amendment to this Registration Statement to include any material
         information with respect to the plan of distribution not previously
         disclosed in this Registration Statement or any material change to
         such information in this Registration Statement.

              (2)  That, for purposes of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.


                                       4
<Page>


                                 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 this 7th
day of August, 2002.

                                       CALDERA INTERNATIONAL, INC.


                                       By /s/ DARL MCBRIDE
                                         ------------------------------------
                                         Darl McBride
                                         Chief Executive Officer

                                POWER OF ATTORNEY

         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.  Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Darl
McBride and Robert Bench, 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 indicated below:

<Table>
<Caption>
        Signature                                 Title
        ---------                                 -----
<S>                            <C>
/s/ DARL MCBRIDE                   Chief Executive Officer (Principal executive
--------------------------     officer) and Director
Darl McBride


/s/ ROBERT K. BENCH                Chief Financial Officer (Principal financial and
--------------------------     accounting officer)
Robert K. Bench

/s/ RALPH J. YARRO III
--------------------------     Chairman of the Board of Directors and Director
Ralph J. Yarro III

/s/ STEVE CAKEBREAD
--------------------------     Director
Steve Cakebread

/s/ EDWARD E. IACOBUCCI
--------------------------     Director
Edward E. Iacobucci

/s/ DARCY MOTT
--------------------------     Director
Darcy Mott

/s/ THOMAS P. RAIMONDI
--------------------------     Director
Thomas P. Raimondi

/s/ R. DUFF THOMPSON
--------------------------     Director
R. Duff Thompson

</Table>

                                       5
<Page>


                             CALDERA INTERNATIONAL, INC.

                                    EXHIBIT INDEX


<Table>
<Caption>

Regulation S-K
Exhibit No.                                Description
--------------                             -----------
<S>                <C>
    4.1            Amended and Restated Certificate of Incorporation of Caldera
                   International, Inc. (incorporated by reference to Exhibit 3.1
                   to Caldera's Registration Statement on Form S-4 (File
                   No. 333-45936)).

    4.2            Amended and Restated Bylaws of Caldera International Inc.
                   (incorporated by reference to Exhibit 3.2 to Caldera's
                   Registration Statement on Form S-4 (File No. 333-45936)).

    5.1            Opinion of Parr Waddoups Brown Gee & Loveless, as to the
                   legality of the securities offered

   23.1            The consent of Arthur Andersen LLP to the inclusion of its
                   Report of Independent Public Accountants, dated November 30,
                   2001, is omitted pursuant to Securities Act Rule 437a.

   23.2            Consent of Parr Waddoups Brown Gee & Loveless (included in
                   Exhibit No. 5.1)

   24.1            Powers of Attorney (included on pages 5-6)

</Table>



                                           6
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{"company-data": {"conformed-name": "CALDERA INTERNATIONAL INC/UT", "cik": "0001102542", "assigned-sic": "7372", "irs-number": "870662823", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97865", "film-number": "02724309"}, "business-address": {"street1": "240 W CENTER ST", "city": "OREM", "state": "UT", "zip": "84057", "phone": "8017654999"}, "former-company": {"former-conformed-name": "CALDERA SYSTEMS INC", "date-changed": "20000104"}}
As filed with the Securities and Exchange Commission on August 7, 2002
                                                         Registration No. 333-
================================================================================

                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                ----------------------

                                      FORM S-8
                               REGISTRATION STATEMENT
                                     Under the
                                Securities Act of 1933

                                ----------------------

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

            Delaware                                           87-0662823
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                                    355 South 520 West
                                    Lindon, Utah 84042
                               Telephone:  (801) 765-4999
                       (Address of Principal Executive Offices,
                                    including Zip Code)

                         SEVERANCE AGREEMENTS and TERMINATION OF
                              CHANGE OF CONTROL AGREEMENTS
                                 (Full title of the plan)

                Darl McBride                              Copy to:
          Chief Executive Officer
        Caldera International, Inc.                     Keith L. Pope
            355 South 520 West                Parr Waddoups Brown Gee & Loveless
            Lindon, Utah 84042                185 South State Street, Suite 1300
              (801) 765-4999                      Salt Lake City, Utah 84111
  (Name, address and telephone number,                   (801) 532-7840
including area code, of agent for service)

                                ----------------------

                           CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                 PROPOSED        PROPOSED MAXIMUM
                                           AMOUNT TO BE      MAXIMUM OFFERING   AGGREGATE OFFERING       AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)    PRICE PER SHARE(2)        PRICE(2)       REGISTRATION FEE(2)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $001
per share (the "Common Stock")               280,000               $1.10              $308,000             $29.00
-------------------------------------------------------------------------------------------------------------------------
--------------------
(1)  195,000 shares of Common Stock registered hereunder will be issued in
     connection with (i) severance agreements with two executive officers
     and managers, and (ii) 85,000 shares of Common Stock will be issued in
     connection with the termination of change of control agreements with
     five officers and managers.

(2)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     this amount is calculated based upon the last sales price of the Company's
     common stock reported in The Nasdaq Stock Market on August 6, 2002, of
     $1.10.

================================================================================
PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 adopted under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 adopted under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Caldera International, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference in this Registration Statement:

         (1)   The Registrant's Annual Report on Form 10-K for the year
               ended October 31, 2001.

         (2)   The description of the Registrant's Common Stock, par value
               $.001 per share, contained in the Registrant's Registration
               Statement on Form S-4 filed under the Securities Act.

         (3)   The Registrant's Current Report on Form 8-K, filed with the
               Commission on July 24, 2002.

         (4)   The Registrant's Current Report on Form 8-K, filed with the
               Commission on May 13, 2002.

         (5)   The Registrant's Current Report on Form 8-K, filed with the
               Commission on May 9, 2002.

         (6)   The Registrant's Current Report on Form 8-K, filed with the
               Commission on April 2, 2002.

         (7)   The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended April 30, 2002.

         (8)   The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended January 31, 2002.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superceded for purposes hereof to the extent that a statement contained
herein (or in any other subsequently filed document which is also incorporated
by reference herein) modifies or supercedes such statement.  Any statement so
modified or superceded shall not be deemed to constitute a part hereof except
as so modified or superceded.

                                       2
The consolidated financial statements (the "Audited Financial
Statements") of the Registrant included in the Registrant's Annual Report on
Form 10-K for the year ended October 31, 2001 (the "Annual Report"), and
incorporated by reference in this Registration Statement, have been audited
by Arthur Andersen, LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included in reliance upon the
authority of said firm as experts in accounting and auditing.

         The Registrant would ordinarily be required to obtain the consent of
Arthur Andersen LLP (the Registrant's former public accountant) before
incorporating by reference Arthur Andersen's Report of Independent Public
Accountants, dated November 30, 2001 (the "Audit Report") regarding the
Audited Financial Statements contained in the Annual Report.  Despite the
Registrant's reasonable efforts, it has been unable to obtain such a consent
from Arthur Andersen by reason of the departure from Arthur Andersen of the
partner and senior manager on the Registrant's engagement team.

         The Registrant has determined that pursuant to Rule 437a promulgated
under the Securities Act, the Audit Report and the Audited Financial
Statements may be incorporated by reference herein without obtaining the
consent of Arthur Andersen.

         Because Arthur Andersen has not consented to the inclusion by
reference of their Audit Report in this Registration Statement, the
Registrant believes that individuals will not be able to recover any losses
or damages from Arthur Andersen pursuant to the Securities Act if the Audit
Report or the Audited Financial Statements are deficient or otherwise violate
the Securities Act.

         Future financial statements of the Registrant and the reports
thereon by KPMG LLP will be incorporated by reference in this Registration
Statement in reliance upon the authority of that firm as experts in giving
those reports only to the extent, however, that said firm has audited those
financial statements and consented to the use of their reports thereon.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Our certificate of incorporation limits the liability of directors
to the fullest extent permitted by the Delaware General Corporation Law.  In
addition, our certificate of incorporation and bylaws provide that we will
indemnify our directors to the fullest extent permitted by the Delaware
General Corporation Law.  Under our bylaws, the Board of Directors in its
discretion has the power on behalf of the corporation to indemnify any
person, other than a director, including an officer, made a party to an
action, suit or proceeding by reason of the fact that he is or was an officer
or employee of the corporation.  Section 145 of the Delaware General
Corporation Law authorizes a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification (including reimbursement
for expenses incurred) arising under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                       3
Item 8.  Exhibits.

         See the Exhibit Index on page 6.

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
         being made of the securities registered hereby, a post-effective
         amendment to this Registration Statement to include any material
         information with respect to the plan of distribution not previously
         disclosed in this Registration Statement or any material change to
         such information in this Registration Statement.

              (2)  That, for purposes of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                       4
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 this 7th
day of August, 2002.

                                       CALDERA INTERNATIONAL, INC.

                                       By /s/ DARL MCBRIDE
                                         ------------------------------------
                                         Darl McBride
                                         Chief Executive Officer

                                POWER OF ATTORNEY

         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.  Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Darl
McBride and Robert Bench, 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 indicated below:
Signature                                 Title
        ---------                                 -----
/s/ DARL MCBRIDE                   Chief Executive Officer (Principal executive
--------------------------     officer) and Director
Darl McBride

/s/ ROBERT K. BENCH                Chief Financial Officer (Principal financial and
--------------------------     accounting officer)
Robert K. Bench

/s/ RALPH J. YARRO III
--------------------------     Chairman of the Board of Directors and Director
Ralph J. Yarro III

/s/ STEVE CAKEBREAD
--------------------------     Director
Steve Cakebread

/s/ EDWARD E. IACOBUCCI
--------------------------     Director
Edward E. Iacobucci

/s/ DARCY MOTT
--------------------------     Director
Darcy Mott

/s/ THOMAS P. RAIMONDI
--------------------------     Director
Thomas P. Raimondi

/s/ R. DUFF THOMPSON
--------------------------     Director
R. Duff Thompson
5
CALDERA INTERNATIONAL, INC.

                                    EXHIBIT INDEX
Regulation S-K
Exhibit No.                                Description
--------------                             -----------
4.1            Amended and Restated Certificate of Incorporation of Caldera
                   International, Inc. (incorporated by reference to Exhibit 3.1
                   to Caldera's Registration Statement on Form S-4 (File
                   No. 333-45936)).

    4.2            Amended and Restated Bylaws of Caldera International Inc.
                   (incorporated by reference to Exhibit 3.2 to Caldera's
                   Registration Statement on Form S-4 (File No. 333-45936)).

    5.1            Opinion of Parr Waddoups Brown Gee & Loveless, as to the
                   legality of the securities offered

   23.1            The consent of Arthur Andersen LLP to the inclusion of its
                   Report of Independent Public Accountants, dated November 30,
                   2001, is omitted pursuant to Securities Act Rule 437a.

   23.2            Consent of Parr Waddoups Brown Gee & Loveless (included in
                   Exhibit No. 5.1)

   24.1            Powers of Attorney (included on pages 5-6)
6