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SCO Amends Its ByLaws |
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Friday, January 04 2008 @ 05:35 PM EST
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SCO has just filed an 8K, announcing it has amended its bylaws: Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.
On December 31, 2007, the Board of Directors of The SCO Group, Inc. (the “Company”) adopted an amendment to Sections 1, 2 and 3 of Article VI of the Company’s Amended and Restated Bylaws (the “Bylaws”) to clarify the Company’s ability to issue and transfer uncertificated shares. The amendment to the Bylaws will facilitate the Company’s eligibility to participate in the direct registration statement, or DRS.
A copy of the amendment to the Bylaws is attached as Exhibit 3.1 to this report and is hereby incorporated by reference.
Attached to the 8K is the Amendment, and it's signed by Ryan Tibbitts, who is apparently the Secretary now.
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Exhibit 3.1
AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
OF THE SCO GROUP, INC.
The undersigned, in his capacity as the duly appointed and incumbent Secretary of The SCO
Group, Inc. (the "Corporation"), hereby certifies on behalf of the Corporation that the following
Amendment to the Amended and Restated Bylaws of the Corporation (the "Bylaws") was duly adopted by
the Board of Directors of the Corporation on December 31, 2007:
1. Section 1 of Article VI of the Corporation’s Bylaws is hereby amended and restated to read
in its entirety as follows: “Section 1. Every holder of stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation by, the Chairman of the Board of Directors, or the
president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by him/her in the
corporation; provided, however, that the Board of Directors may, subject to the
limits imposed by law, provide by resolution or resolutions that some or all of any or all classes
or series shall be uncertificated shares. Certificates may be issued for partly paid shares and in
such case upon the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the amount paid thereon
shall be specified. If the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof and the
qualification, limitations or restrictions of such preferences and/or rights shall be set forth in
full or summarized on the face or back of the certificate that the corporation shall issue to
represent such class or series of stock, provided that, except as otherwise provided in section 202
of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate that the corporation shall issue to represent such
class or series of stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he/she were such officer, transfer agent or registrar at the date of
issue.”
2. Section 2 of Article VI of the Corporation’s Bylaws is hereby amended and restated to read
in its entirety as follows:
“Section 2. The Board of Directors may direct the issue of (i) a new certificate or
certificates or (ii) uncertificated shares in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the
same in such manner as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.”
3. Section 3 of Article VI of the Corporation’s Bylaws is hereby amended and restated to read
in its entirety as follows:
“Section 3. Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation
or authority to transfer, it shall be the duty of the corporation to issue, in the corporation’s
sole discretion, (i) a new certificate or (ii) uncertificated shares to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.”
4. All other provisions of the Bylaws remain in full force and effect.
Date: December 31, 2007
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/s/ Ryan E. Tibbitts
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Ryan E. Tibbitts |
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Secretary |
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Authored by: ThrPilgrim on Friday, January 04 2008 @ 06:33 PM EST |
Please check that you are not incorrectly correcting the original text. [ Reply to This | # ]
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Authored by: atheist on Friday, January 04 2008 @ 06:43 PM EST |
Please read the instructions on clickable links. If not familiar with html, just
add <p> between paragraphs.[ Reply to This | # ]
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Authored by: atheist on Friday, January 04 2008 @ 06:46 PM EST |
Please use the newspick's title as your comment's title [ Reply to This | # ]
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Authored by: The Mad Hatter r on Friday, January 04 2008 @ 06:52 PM EST |
OK - this one has me stumped - does anyone know what it means?
---
Wayne
http://sourceforge.net/projects/twgs-toolkit/
[ Reply to This | # ]
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Authored by: atheist on Friday, January 04 2008 @ 06:53 PM EST |
Is this action being dictated by their delisting? [ Reply to This | # ]
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Authored by: Anonymous on Friday, January 04 2008 @ 07:38 PM EST |
This change is because they got delisted, and nobody will touch their stock,
right? They're so radioactive these days they can't even trade OTC. So they
have to handle stock registration themselves, and the bylaw changes are to make
this 'legal'.
I do take this as a sign the SCOundrels don't expect to be back on Nasdaq any
time soon.[ Reply to This | # ]
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Authored by: electron on Friday, January 04 2008 @ 08:32 PM EST |
Why is Caldera/The SCO Group spending so much time and effort and money on this
sort of stuff instead of improving their software, or developing a business plan
that they can use to earn long term sustainable income for this business?
Oh yeah - their business plan is not about *generating* income - it is about
spending what is left!
---
Electron
"A life? Sounds great! Do you know where I could download one?"[ Reply to This | # ]
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Authored by: arch_dude on Friday, January 04 2008 @ 09:08 PM EST |
Even if this is routine, is SCOG allowed to do this without approval of of the
court? They are in bankruptcy, after all.[ Reply to This | # ]
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Authored by: Anonymous on Saturday, January 05 2008 @ 11:58 AM EST |
This is amusing. NASDAQ is requiring listed companies to offer "book-entry
securities", where there are no physical certificates, just database entries
with a transfer agent.
But since SCO was delisted from the NASDAQ, they don't
have to worry about NASDAQ rules any more.
Now that SCOXQ.PK has settled
in on the Pink Sheets, their stock is barely being traded at all. It looks like
there were two trades on Thursday, and three on Friday. (You can't see the
smaller trades on Yahoo Finance, but if you use Google Finance and zoom in, you
can find them.) The whole point of book-entry securities is to reduce the
transfer agent's workload on heavily traded stocks. That's not exactly a problem
for SCOXQ.PK. [ Reply to This | # ]
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Authored by: Anonymous on Saturday, January 05 2008 @ 10:37 PM EST |
For everyone saying it's routine business there is something you need to keep in
mind. They are debtor in possession with zero chance that there will be ANY
shareholder value. There stock should be valued at zero, as it's not worth
anything. The creditors get everything means the stock holders get nothing. [ Reply to This | # ]
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