Ralph files w/ SEC, owns 31% of SCOXEE

Message ID: 248804
Posted By: scox_on_the_rox
Posted On: 2005-03-22 17:26:00
Subject: Ralph files w/ SEC, owns 31% of SCOXEE

edgar.sec.gov/Archives/edgar/data/1102542/000104746905007313/a2154189zsc13d.htm

<<
On March 11, 2005 Mr. Yarro acquired 5,492,834 shares of Common Stock pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") (the terms of which are hereby incorporated by reference), dated as of March 11, 2005 by and between The Canopy Group, Inc. ("The Canopy Group") and Mr. Yarro. Pursuant to the terms of the Stock Purchase Agreement, Mr. Yarro agreed to (i) the termination of that certain Shareholder Agreement dated November 8, 2000, by and among The Canopy Group, Mr. Yarro and the primary shareholders of The Canopy Group, and (ii) the transfer to The Canopy Group of certain shares of common stock of The Canopy Group held by Mr. Yarro.

....
(a) Mr. Yarro is deemed the beneficial owner of 5,621,885 shares of Common Stock of the Company representing 31.4% of the Common Stock of the Company outstanding as of March 15, 2005. This number includes (i) 5,531,885 shares of Common Stock currently owned individually by Mr. Yarro, and (ii) 90,000 currently exercisable options.

(b) Mr. Yarro has sole voting power over 5,621,885 shares of the Common Stock and shared voting power over 0 shares of the Common Stock. He has sole dispositive power over 5,621,885 shares of the Common Stock and shared dispositive power over 0 shares of the Common Stock.
>>

-sotr

Message ID: 248810
Posted By: heimdal31
Posted On: 2005-03-22 17:32:00
Subject: Re: Ralph files w/ SEC, owns 31% of SCO

So, am I correct in understanding that he will owe taxes based on their value on March 11?

Also that he will not be able to sell until all of SCO's SEC filings are in order? Can he loan them out for shorting?

Someone suggested too that Rule 144 will prohibit him from selling, which would seem to give him a big tax bill now and likely a loss to claim on the taxes next year, right?

Finally, I'd like to point out that SCOXE closed at 4.05 on Friday 11 March. Yahoo is showing 3.65 today. That means that Ralph is now down just under $2.2 million since he got them.

Couldn't happen to a more deserving person.

Message ID: 248811
Posted By: scox_on_the_rox
Posted On: 2005-03-22 17:33:00
Subject: Re: Ralph files w/ SEC, owns 31% of SCO

Meant to include a link to the purchase agreement, to:

edgar.sec.gov/Archives/edgar/data/1102542/000104746905007313/a2154189zex-1.htm

<<<
Seller hereby sells to Purchaser, and Purchaser hereby purchases, all of the capital stock Seller owns in the Company, which amount approximates 5,492,834 shares of the common stock of the Company, together with all of Seller's rights and securities entitlements for any shares of capital stock and securities entitlements of the Company (the "Shares"), for and in partial consideration of (i) the termination of that certain Shareholder Agreement dated November 8, 2000, by and among Seller, Purchaser and the primary shareholders of Seller, and (ii) the transfer to Seller of certain shares of common stock of Seller held by Purchaser (the "Consideration"). The Consideration is also providing certain additional benefits to Purchaser pursuant to the Settlement Agreement.
>>>

-sotr

Message ID: 248818
Posted By: nobbutl
Posted On: 2005-03-22 17:38:00
Subject: Re: Ralph files w/ SEC, owns 31% of SCO

Clause 5 is a hoot! Why doesn't it mention Brent Christensen?

"5.
SCO Materials. Within thirty (30) days of the date hereof, Seller will turn over to Purchaser and Darcy G. Mott ("Mott") all records and documents related to the Company, whether in hard copy or electronic format, including, without limitation, the following: all documents related to the subpoena previously served on Seller by IBM; Purchaser's and Mott's Company board books, and all of Purchaser's and Mott's emails related to the Company. Seller may retain copies of any such records it reasonably determines that it needs, with copies to be obtained at Seller's own expense."

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