This is a repost from the Yahoo SCOX board. Apparently, there is a clause in the PIPE deal agreement that says SCO cannot buyback shares, but they can buyback employee shares.
So, unless we are about to see another SEC document modifying the PIPE deal, then this 1.5 million announcement is either BS to prop the stock price or SCO is about to reward a bunch of insiders:
Restrictions on the A1 Pfd by: thwackamole 03/11/04 11:49 am Msg: 108276 of 108282
Going along with a previous poster's comments, it appears (to me) that the indenture on the A1 preferred stock prohibits them from buying back shares in excess of those issued for employee stock options.
Otherwise they could ship all of BayStar's money to Canopy.
So this buyback is basically a non-event.
So long as any shares of Series A-1 Preferred Stock are outstanding, the Corporation shall not take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by the DGCL) of the Majority Holders:
(v) redeem, repurchase or otherwise acquire, or declare or pay any cash dividend or distribution on, any Junior Securities. Notwithstanding the foregoing, the Corporation shall, without the prior approval of the Majority Holders, be entitled to repurchase Junior Securities from employees of the Corporation in connection with employee compensation plans approved by the Corporation's Board of Directors;
Interestingly enough Halloween VII was making the rounds in Sept/Nov. 2002. It was in August 2002 that SCO brought in Morgan Keegan to try to find cash for them--and it was likely Morgan Keegan who both brought Boies on board and negotiated the original "license" deals with SUN and MS.
CA lost a lawsuit against another company controlled by Canopy (SCO's parent company.)
As a part of that settlment, SCO was required to purchase UnixWare licenses from SCO. SCO placed language in that license that also gave CA the right to SCO's Linux IP. Now SCO is using this to say that CA is a licensee.
The really interesting part is that this shows Canopy manuvering other companies it controls to benefit SCO. This may give IBM an opportunity to "pierce the corporate veil" and go after Canopy's assets in the counter-suit.
That is, if SCO goes under with debt, then Canopy should have to open their coffers for IBM/RedHat/et.al.
I expect that is correct, if IBM can pierce the veil.
The more interesting question is if SCO declares bankruptcy, who gets whatever IP rights they do have. (And realize that based on the Novell contracts, I don't really think they have any.) BayStar and the Royal Bank of Canada both get priority in liquidation--priority over and above IBM with a court judgement, I would imagine.
Do they get it? What if the MS connection alleged in the Anderer memo is proven? Then, do they get it? Does Canopy get it because they have a loan to SCO that is secured and, I believe, their lease to SCO is also secured.
# Jul 2002 McBride is hired # Aug 2002 Morgan Keegan is hired # Aug 2002 Caldera changes name to The SCO Group # Sep/Nov/? 2002 MS memo discussing using intellectual property as an attack against open source is floating around in Germany and later publically # Oct - Dec 2002 SCO later admits to beginning to look at its own intellectual properties and first makes noise about UnixWare binary libraries. # Jan 2003 SCO creates stronger language to indemnify its officers of criminal activity # Dec? 2002 - Jan? 2003 At some point Boies is brought in, likely via Morgan Keegan, to negotiate license/stock deals with Sun and Microsoft # Feb 2003 Morgan Keegan clarifies its arrangement with SCO and includes language indicating they are anticipating an IBM buyout, though without naming IBM specifically # Feb 2003 Boies finalizes his agreement with SCO to sue IBM # March 2003 IBM lawsuit # Jul/Aug 2003 Anderer joins # Oct 2003 Anderer e-mail penned # Oct 2003 PIPE deal # Nov 2003 Boies has no one from law firm at key press conference # Nov 2003 Boies gets 20% of PIPE deal # Dec 2003 PIPE investors get veto power over Boies payouts # Nov/Dec/? 2003 16 to 20 million deal discussed by Anderer never happens
but in reality I doubt there will be any meat left on them bones by the time IBM is done with them.
Don't forget that SCO has a PIPE deal with BayStar Capital and the Royal Bank of Canada that gives them priority over most claimants in any liquidation deal. Plus, The Canopy Group has a promissory note to SCO which also gives them priority.
So, I don't really know what kind of priority a court judgement gets in a bankrupcy, but I'd almost bet that IBM is third in line after BS/RBC and then Canopy. Even if they end up before them, there will certainly be nothing left for the licensees or the common shareholders.
EV1 used to be Rackshack + MS Connection
on
Germany Muzzles SCO
·
· Score: 4, Informative
For those who may not recognize who EV1 is, they used to be Rackshack and got (still have) quite a reputation for dirt-cheap hosting laced with spammers.
They used to use primarily Red Hat based systems but have begun pushing MicroSoft systems recently. They still have a ton of Linux systems, but they also seem to want to court MS. I suspect the tin-hat crowd might see some type of causal link between that and the fact that EV1 is now a SCO licensee.
Actually, I believe if you look at the timelines, IBM was clearly signalling in interest in pulling out of Monterey about the time of the sale. It can't have been a surprise to then Caldera. Of course, old-Caldera has even less to do with new-SCO than old-SCO had to do with old-Caldera.
I thought it was caused more by social conditions postwar, rather than any inherent lethality
Actually, no. It was a particularly deadly virus that actually hit the adult population harder than children, unlike most influenza strains. The fact that there were troops being transported all over and then returning home probably helped to speed its spread, but given what I've read about it, a modern city today would be hit pretty hard by the 1918 flu.
Yes, it does take pretty inclement weather to truly block the signal. But if it gets very cold in your area when it rains or snows, ice can form in the dish, and that will ruin your party.
If you can get away with it, think about not putting it on your roof. I live in NW Indiana and the only weather that would throw it out during the weather were the big spring thunderstorms with the cloud tops over 40,000 feet up. Snow never affected it, nor did ice/snow frozen on the dish.
However, when I got a lot of snow/ice frozen on it, once it started melting, the liquid water running through the snow matrix could take it out for an entire day until the snow melted off all the way. Because of trees in my neighborhood, I had to put it on the roof, and there was no way I was going up there with heavy snow that was melting.
I had missed that they were attempting to patent it. Yes, I do think a patent on this would be pretty ridiculous. I'm certain you could find the system described in many published works. I'll bet the patent is in the automating of the process using their API--but likely worded so broadly that it can be used to go after many other implementations.
Before submitting the article, I e-mailed to ask about this and the pricing. Did not get a response until after I had submitted to Slashdot, but here is the link for requesting an SDK.
And here is the link for pricing. Note, I was told that the introductory pricing period has passed and I was also told that the entire website was due for an update in the next week or two. Had I known that when I submitted the Slashdot article, I would have waited a bit. Maybe a good slashdotting will get a redesign that can handle a heavy load.:)
In the protocol descriptions, the customer who wants to sign a document first produces a hash and signs that. That is sent to the USPS who combines it with a timestamp and then signs the whole thing.
So, you can verify the persons signature and verify the time that it was submitted for an electronic postmark. Based on the language in their whitepaper, they are really looking at setting up a system that is as legally strong in court as a physical signed document.
I do wonder about the fact that they are only keeping the verification data online for seven years, though.
I found that in High School, doing better work that required independent thought even though it was not assigned was, in almost every case, not understood and often treated critically.
Absolutely. In a much earlier incarnation, I taught Freshman Comp. at a Pac-10 university. It was easy to tell that what little instruction the majority of students had received on writing in HS was a prescriptive set of rules to follow that led to a standard form. When handed assignments that required critical thought (i.e. pretty much everything they'd be getting in many college courses) that would not be well served by following their formulaic rules, they fell flat on their face.
All too much of the class was spent getting them to unlearn much of the indoctrination they had received.
The exceptions were notable. I actually talked with some of them about this and found that most of the exceptions weren't exceptional because they were brilliant but because their HS did not teach the way most did. These kids were coming in with a leg up on their peers because their HS training had actually encouraged critical thinking and the ability to express it coherently. My guess is that many of those differences smoothed out after a year or so of college, but I'm pretty sure that these kids came out with higher GPAs and ultimately better job prospects because of the quality of their HS instruction.
In case you couldn't guess, I do find the situation described by bccomm deplorable. However, I will also offer some advice that I used to offer my students in freshman comp. Learn how to read your teacher and pick your battles. Bccomm is going to have a much better insight as to whether this a battle that is winnable and what effort that might require. If it isn't worth it move on. More importantly is learning how to read your instructors. If this teacher is the kind of idiot who can't recognize and reward independent thought and effort, then give him the minimal effort to turn in the dross that he thinks is important. When you find the kind of instructor who will challenge you to push your boundaries and actually learn something, go for it. Take advantage of it, and realize that often these types of teachers will grade more leniently for someone who aims high and fails than for someone who underacheives with sufficient work.
And, no, it is not that way in the 'real' world where results are primarily what matters. But, HS should not be aiming for a 'real' world simulation.
I used to do corporate training and could spend the entire day on my feet. $15 pair a black shoes that didn't look like high-end business shoes, but were certainly acceptable. Very high arch support and I never had any trouble. I switched to them after asking another trainer because of the problems I was having with my much more expensive business shoes.
The problem with this is that crackers can and often will seed the virus through more conventional methods (kazaa, hijacked email, etc), and allow others to infect themselves and thus continue on with the trend.
Oh, I completely agree. Howver, before they have the virus totally debugged, if you are talking a new exploit, there have to be some small probes and packets sent out into the wild to test things. Of course, these are probably going to go through zombie computers, but I still think that one day in the forensics after the fact that mynetwatchman or dshield will have data on the early tests that will be used to track someone down.
All valid points, but the bulk of the worm infestations out there aren't spoofing becuase then they can't spread the infection. Given the number of ip addresses that mynetwatchman.com or dshield.org has reporting to them and the fact that they both require independent reports from multiple sources on ports with known exploits before making any type of report, the overwhelming majority of those reports are going to be for infected machines.
Dshield also performs a similar service. Between it and mynetwatchman, they do seem to perform a valid service. With the fast-acting worms, they may not be able to do anything on new worms before it is too late, but they are in an excellent position to track trends and they are going to see some of the preliminary scans that go on as someone is testing an early exploit.
I'm waiting for the time that data from those two sources is actually used to track down someone who releases an exploit. I really think it is only a matter of time.
Slashdot Mirror
This is a repost from the Yahoo SCOX board. Apparently, there is a clause in the PIPE deal agreement that says SCO cannot buyback shares, but they can buyback employee shares.
So, unless we are about to see another SEC document modifying the PIPE deal, then this 1.5 million announcement is either BS to prop the stock price or SCO is about to reward a bunch of insiders:
Restrictions on the A1 Pfd
by: thwackamole 03/11/04 11:49 am
Msg: 108276 of 108282
Going along with a previous poster's comments, it appears (to me) that the indenture on the A1 preferred stock prohibits them from buying back shares in excess of those issued for employee stock options.
Otherwise they could ship all of BayStar's money to Canopy.
So this buyback is basically a non-event.
So long as any shares of Series A-1 Preferred Stock are outstanding, the Corporation shall not take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by the DGCL) of the Majority Holders:
(v) redeem, repurchase or otherwise acquire, or declare or pay any cash dividend or distribution on, any Junior Securities. Notwithstanding the foregoing, the Corporation shall, without the prior approval of the Majority Holders, be entitled to repurchase Junior Securities from employees of the Corporation in connection with employee compensation plans approved by the
Corporation's Board of Directors;
According to the Newsforge article, Baystar specifically confirms that Vulcan does not invest in Baystar.
Of course, the same article indicates that Baystar refuses to staight that there are some MS or MS people investing in BayStar.
MS signaled this back with Halloween VII.
Interestingly enough Halloween VII was making the rounds in Sept/Nov. 2002. It was in August 2002 that SCO brought in Morgan Keegan to try to find cash for them--and it was likely Morgan Keegan who both brought Boies on board and negotiated the original "license" deals with SUN and MS.
I wonder what effect this will have on the number of spam messages we get daily?
I bet it will have an effect, but more than likely the long-term effect will simply be to move even more of the spam off-shore.
My thoughts exactly. I loved that book as a kid.
CA lost a lawsuit against another company controlled by Canopy (SCO's parent company.)
As a part of that settlment, SCO was required to purchase UnixWare licenses from SCO. SCO placed language in that license that also gave CA the right to SCO's Linux IP. Now SCO is using this to say that CA is a licensee.
The really interesting part is that this shows Canopy manuvering other companies it controls to benefit SCO. This may give IBM an opportunity to "pierce the corporate veil" and go after Canopy's assets in the counter-suit.
"Also, to plug my own horn..."
.well . . . Oh, yeah, I remember now: this was an intentional attempt to get the grammar police to comment on my stupidity.
Does that mean to not promote yourself?
Actually, . . . uh . .
You see, this would get their comment rated +5 Funny, which would then get lots of people to look at the parent to see the context.
Yeah, that's what I was doing.
That is, if SCO goes under with debt, then Canopy should have to open their coffers for IBM/RedHat/et.al.
I expect that is correct, if IBM can pierce the veil.
The more interesting question is if SCO declares bankruptcy, who gets whatever IP rights they do have. (And realize that based on the Novell contracts, I don't really think they have any.) BayStar and the Royal Bank of Canada both get priority in liquidation--priority over and above IBM with a court judgement, I would imagine.
Do they get it? What if the MS connection alleged in the Anderer memo is proven? Then, do they get it? Does Canopy get it because they have a loan to SCO that is secured and, I believe, their lease to SCO is also secured.
This is an important question.
I'm thinking that 'Ole Darl may have made the final plunge into the Tin Foil Hat club.
Speaking of tinfoil hats, the following from a long, somewhat boring, analysis of SEC docs that SCO has filed:
# Jul 2002 McBride is hired
# Aug 2002 Morgan Keegan is hired
# Aug 2002 Caldera changes name to The SCO Group
# Sep/Nov/? 2002 MS memo discussing using intellectual property as an attack against open source is floating around in Germany and later publically
# Oct - Dec 2002 SCO later admits to beginning to look at its own intellectual properties and first makes noise about UnixWare binary libraries.
# Jan 2003 SCO creates stronger language to indemnify its officers of criminal activity
# Dec? 2002 - Jan? 2003 At some point Boies is brought in, likely via Morgan Keegan, to negotiate license/stock deals with Sun and Microsoft
# Feb 2003 Morgan Keegan clarifies its arrangement with SCO and includes language indicating they are anticipating an IBM buyout, though without naming IBM specifically
# Feb 2003 Boies finalizes his agreement with SCO to sue IBM
# March 2003 IBM lawsuit
# Jul/Aug 2003 Anderer joins
# Oct 2003 Anderer e-mail penned
# Oct 2003 PIPE deal
# Nov 2003 Boies has no one from law firm at key press conference
# Nov 2003 Boies gets 20% of PIPE deal
# Dec 2003 PIPE investors get veto power over Boies payouts
# Nov/Dec/? 2003 16 to 20 million deal discussed by Anderer never happens
According to Newsforge there is likely already an SEC investigation ongoing.
Also, to plug my own horn, I've written up a few things on the financial dealings. Most are from August 2003, but the most recent relates to the Anderer memo.
but in reality I doubt there will be any meat left on them bones by the time IBM is done with them.
Don't forget that SCO has a PIPE deal with BayStar Capital and the Royal Bank of Canada that gives them priority over most claimants in any liquidation deal. Plus, The Canopy Group has a promissory note to SCO which also gives them priority.
So, I don't really know what kind of priority a court judgement gets in a bankrupcy, but I'd almost bet that IBM is third in line after BS/RBC and then Canopy. Even if they end up before them, there will certainly be nothing left for the licensees or the common shareholders.
For those who may not recognize who EV1 is, they used to be Rackshack and got (still have) quite a reputation for dirt-cheap hosting laced with spammers.
They used to use primarily Red Hat based systems but have begun pushing MicroSoft systems recently. They still have a ton of Linux systems, but they also seem to want to court MS. I suspect the tin-hat crowd might see some type of causal link between that and the fact that EV1 is now a SCO licensee.
Actually, I believe if you look at the timelines, IBM was clearly signalling in interest in pulling out of Monterey about the time of the sale. It can't have been a surprise to then Caldera. Of course, old-Caldera has even less to do with new-SCO than old-SCO had to do with old-Caldera.
Wow, eEye still knows of 3 different high severity remote exploit in MS systems, and MS has been sitting on two of them for over 3 months.
Secure computing indeed.
I thought it was caused more by social conditions postwar, rather than any inherent lethality
Actually, no. It was a particularly deadly virus that actually hit the adult population harder than children, unlike most influenza strains. The fact that there were troops being transported all over and then returning home probably helped to speed its spread, but given what I've read about it, a modern city today would be hit pretty hard by the 1918 flu.
Yes, it does take pretty inclement weather to truly block the signal. But if it gets very cold in your area when it rains or snows, ice can form in the dish, and that will ruin your party.
If you can get away with it, think about not putting it on your roof. I live in NW Indiana and the only weather that would throw it out during the weather were the big spring thunderstorms with the cloud tops over 40,000 feet up. Snow never affected it, nor did ice/snow frozen on the dish.
However, when I got a lot of snow/ice frozen on it, once it started melting, the liquid water running through the snow matrix could take it out for an entire day until the snow melted off all the way. Because of trees in my neighborhood, I had to put it on the roof, and there was no way I was going up there with heavy snow that was melting.
I had missed that they were attempting to patent it. Yes, I do think a patent on this would be pretty ridiculous. I'm certain you could find the system described in many published works. I'll bet the patent is in the automating of the process using their API--but likely worded so broadly that it can be used to go after many other implementations.
I e-mailed for more info and was provided this link to request a Java SDK:
https://www.uspsepm.com/crm/sdkRegister.adate
Before submitting the article, I e-mailed to ask about this and the pricing. Did not get a response until after I had submitted to Slashdot, but here is the link for requesting an SDK.
:)
And here is the link for pricing. Note, I was told that the introductory pricing period has passed and I was also told that the entire website was due for an update in the next week or two. Had I known that when I submitted the Slashdot article, I would have waited a bit. Maybe a good slashdotting will get a redesign that can handle a heavy load.
In the protocol descriptions, the customer who wants to sign a document first produces a hash and signs that. That is sent to the USPS who combines it with a timestamp and then signs the whole thing.
So, you can verify the persons signature and verify the time that it was submitted for an electronic postmark. Based on the language in their whitepaper, they are really looking at setting up a system that is as legally strong in court as a physical signed document.
I do wonder about the fact that they are only keeping the verification data online for seven years, though.
I found that in High School, doing better work that required independent thought even though it was not assigned was, in almost every case, not understood and often treated critically.
Absolutely. In a much earlier incarnation, I taught Freshman Comp. at a Pac-10 university. It was easy to tell that what little instruction the majority of students had received on writing in HS was a prescriptive set of rules to follow that led to a standard form. When handed assignments that required critical thought (i.e. pretty much everything they'd be getting in many college courses) that would not be well served by following their formulaic rules, they fell flat on their face.
All too much of the class was spent getting them to unlearn much of the indoctrination they had received.
The exceptions were notable. I actually talked with some of them about this and found that most of the exceptions weren't exceptional because they were brilliant but because their HS did not teach the way most did. These kids were coming in with a leg up on their peers because their HS training had actually encouraged critical thinking and the ability to express it coherently. My guess is that many of those differences smoothed out after a year or so of college, but I'm pretty sure that these kids came out with higher GPAs and ultimately better job prospects because of the quality of their HS instruction.
In case you couldn't guess, I do find the situation described by bccomm deplorable. However, I will also offer some advice that I used to offer my students in freshman comp. Learn how to read your teacher and pick your battles. Bccomm is going to have a much better insight as to whether this a battle that is winnable and what effort that might require. If it isn't worth it move on. More importantly is learning how to read your instructors. If this teacher is the kind of idiot who can't recognize and reward independent thought and effort, then give him the minimal effort to turn in the dross that he thinks is important. When you find the kind of instructor who will challenge you to push your boundaries and actually learn something, go for it. Take advantage of it, and realize that often these types of teachers will grade more leniently for someone who aims high and fails than for someone who underacheives with sufficient work.
And, no, it is not that way in the 'real' world where results are primarily what matters. But, HS should not be aiming for a 'real' world simulation.
I used to do corporate training and could spend the entire day on my feet. $15 pair a black shoes that didn't look like high-end business shoes, but were certainly acceptable. Very high arch support and I never had any trouble. I switched to them after asking another trainer because of the problems I was having with my much more expensive business shoes.
The problem with this is that crackers can and often will seed the virus through more conventional methods (kazaa, hijacked email, etc), and allow others to infect themselves and thus continue on with the trend.
Oh, I completely agree. Howver, before they have the virus totally debugged, if you are talking a new exploit, there have to be some small probes and packets sent out into the wild to test things. Of course, these are probably going to go through zombie computers, but I still think that one day in the forensics after the fact that mynetwatchman or dshield will have data on the early tests that will be used to track someone down.
All valid points, but the bulk of the worm infestations out there aren't spoofing becuase then they can't spread the infection. Given the number of ip addresses that mynetwatchman.com or dshield.org has reporting to them and the fact that they both require independent reports from multiple sources on ports with known exploits before making any type of report, the overwhelming majority of those reports are going to be for infected machines.
Dshield also performs a similar service. Between it and mynetwatchman, they do seem to perform a valid service. With the fast-acting worms, they may not be able to do anything on new worms before it is too late, but they are in an excellent position to track trends and they are going to see some of the preliminary scans that go on as someone is testing an early exploit.
I'm waiting for the time that data from those two sources is actually used to track down someone who releases an exploit. I really think it is only a matter of time.