<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM 10-Q



              [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997



              [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _____________ TO _______________

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

                         COMMISSION FILE NUMBER 0-21484

                         THE SANTA CRUZ OPERATION, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN THIS CHARTER)


         CALIFORNIA                                            94-2549086
 (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)


 400 ENCINAL STREET, SANTA CRUZ, CALIFORNIA                       95060
 (Address of principal executive office)                       (Zip Code)


        Registrant's telephone number, including area code (408) 425-7222



Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

Yes     [ X  ]  No [   ]



       The number of shares outstanding of the registrant's common stock as of
March 31, 1997 was 36,555,324.






<PAGE>   2
                         THE SANTA CRUZ OPERATION, INC.

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS                                                                   PAGE
<S>                                                                                                      <C>
                  A)  CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996.........................1

                  B)  CONSOLIDATED BALANCE SHEETS
                        AS OF MARCH 31, 1997 AND SEPTEMBER 30, 1996........................................2

                  C)  CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996...................................3

                  D)  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ..........................................4

         ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS....................................................................5




PART II.  OTHER INFORMATION

         ITEM 1.    LEGAL PROCEEDINGS......................................................................9

         ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................................10

         ITEM 6.    EXHIBITS............................................................................. 12



SIGNATURES................................................................................................11
</TABLE>



<PAGE>   3
                          PART I. FINANCIAL INFORMATION
                          ITEM I. FINANCIAL STATEMENTS

THE SANTA CRUZ OPERATION, INC.

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
--------------------------------------------------------------------------------------------------------------------

                                                                THREE MONTHS ENDED         SIX MONTHS ENDED
                                                                     MARCH 31,                  MARCH 31,
                                                              1997           1996          1997           1996
--------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>           <C>            <C>
NET REVENUES:                                                                                                     
     Licenses                                               $  48,918   $    46,291   $   100,764    $      89,466
     Services                                                   5,169         4,444         9,931            9,183
--------------------------------------------------------------------------------------------------------------------
       NET REVENUES                                            54,087        50,735       110,695           98,649
--------------------------------------------------------------------------------------------------------------------
COST OF REVENUES:                                                                                                 
     Licenses                                                   9,625         7,770        18,237           15,477
     Services                                                   4,642         4,374         8,993            8,945
--------------------------------------------------------------------------------------------------------------------
       Total cost of revenues                                  14,267        12,144        27,230           24,422
--------------------------------------------------------------------------------------------------------------------
       GROSS MARGIN                                            39,820        38,591        83,465           74,227
--------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:                                                                                               
    Research and development                                   12,284         9,376        24,250           17,321
    Sales and marketing                                        20,695        19,676        41,471           39,398
    General and administrative                                  6,125         6,044        12,060           10,974
    Non-recurring charges                                          --            --            --           38,363
--------------------------------------------------------------------------------------------------------------------
      Total operating expenses                                 39,104        35,096        77,781          106,056
--------------------------------------------------------------------------------------------------------------------
      OPERATING EARNINGS (LOSS)                                   716         3,495         5,684          (31,829)
OTHER INCOME (EXPENSE):                                                                                            
    Interest income, net                                          628           480         1,265            1,109
    Other expense, net                                            (45)          (94)         (362)            (288)
--------------------------------------------------------------------------------------------------------------------
      Profit (loss) before income taxes                         1,299         3,881         6,587          (31,008)
--------------------------------------------------------------------------------------------------------------------
    Income taxes (benefit)                                        325           970         1,647           (1,216)   
--------------------------------------------------------------------------------------------------------------------
    NET PROFIT (LOSS)                                       $     974   $     2,911   $     4,940    $     (29,792)
--------------------------------------------------------------------------------------------------------------------
    NET PROFIT (LOSS) PER SHARE                             $    0.03   $      0.08   $      0.13    $       (0.85)
--------------------------------------------------------------------------------------------------------------------
    COMMON AND COMMON EQUIVALENT SHARES USED
      IN COMPUTING NET PROFIT (LOSS) PER SHARE                 37,522        38,164        37,594           35,077
--------------------------------------------------------------------------------------------------------------------
</TABLE>





                                       1
<PAGE>   4
THE SANTA CRUZ OPERATION, INC.

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS                                                           MARCH 31,       SEPTEMBER 30,
(In thousands, except for share data)                                                    1997            1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>        
         ASSETS
         Current assets:
            Cash and cash equivalents                                          $         27,143    $    32,065
            Short-term investments                                                       24,790         22,766
            Receivables, net                                                             51,335         47,176
            Deferred tax asset                                                            6,152          6,152
            Other current assets                                                          7,804          9,670
         ----------------------------------------------------------------------------------------------------------

               Total current assets                                                     117,224        117,829
         ----------------------------------------------------------------------------------------------------------

         Property and equipment, net                                                     15,709         15,546
         Purchased software and technology licenses                                      18,558         19,908
         Other assets                                                                    17,164         13,524
         ----------------------------------------------------------------------------------------------------------

                   TOTAL ASSETS                                                $        168,655    $   166,807
         ----------------------------------------------------------------------------------------------------------

         LIABILITIES AND SHAREHOLDERS' EQUITY
         Current liabilities:
            Royalties payable                                                  $          7,751    $    10,644
            Trade accounts payable                                                        9,906         12,755
            Income taxes payable                                                          1,303          3,369
            Accrued expenses and other current liabilities                               26,266         22,288
            Deferred revenues                                                             8,713          6,838
         ----------------------------------------------------------------------------------------------------------

               Total current liabilities                                                 53,939         55,894
         ----------------------------------------------------------------------------------------------------------

         Other long-term liabilities                                                     12,813          9,332
         ----------------------------------------------------------------------------------------------------------

         SHAREHOLDERS' EQUITY
            Common stock, net, authorized 100,000,000 shares
               Issued and outstanding 36,555,324 and 37,105,892 shares                  120,462        125,172
            Cumulative translation adjustment                                              (205)          (297)
            Accumulated deficit                                                         (18,354)       (23,294)
         ----------------------------------------------------------------------------------------------------------

               Total shareholders' equity                                               101,903        101,581
         ----------------------------------------------------------------------------------------------------------

                   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $        168,655    $   166,807
         ----------------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       2
<PAGE>   5
THE SANTA CRUZ OPERATION, INC.

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
----------------------------------------------------------------------------------------------------------
                                                                                     Six Months Ended
                                                                                           March 31,
                                                                                      1997          1996
----------------------------------------------------------------------------------------------------------

<S>                                                                            <C>            <C>         
    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net profit (loss)                                                          $      4,940   $   (29,792)
    Adjustments to reconcile net profit (loss) to net cash
         used for operating activities -
         Depreciation and amortization                                                9,350         6,880
         Charge for purchased research and development                                   --        38,363
            Income tax benefit from stock options                                       229           175
            Changes in assets and liabilities -
               Receivables                                                           (4,159)        4,999
               Deferred tax assets                                                       --        (3,055)
               Other current assets                                                   1,866        (4,196)
               Royalties payable                                                     (2,893)         (881)
               Trade accounts payable                                                (2,849)         (322)
               Income taxes payable                                                  (2,066)          388
               Accrued expense and other current liabilities                          3,360        (2,690)
               Deferred revenue                                                       1,875           474
               Other accrued expense and other liabilities                            2,302         2,898
    ------------------------------------------------------------------------------------------------------
             Net cash provided by operating activities                               11,955        13,241
    ------------------------------------------------------------------------------------------------------
    CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment                                         (2,079)       (3,251)
         Purchases of software and technology licenses                               (3,635)       (3,703)
         Proceeds from short term investments                                         7,381         8,909
         Purchases of short term investments                                         (9,405)      (13,745)
         Changes in other assets                                                     (3,640)       (1,987)
    ------------------------------------------------------------------------------------------------------
             Net cash used for investing activities                                 (11,378)      (13,777)
    ------------------------------------------------------------------------------------------------------
    CASH FLOWS FROM FINANCING ACTIVITIES:
         Payments on capital lease obligations, term loan and bank line of             (652)         (515)
         credit
         Net proceeds from sale of common stock                                       1,730         1,328
         Repurchases of common stock                                                 (6,669)       (2,096)
    ------------------------------------------------------------------------------------------------------
             Net cash used for financing activities                                  (5,591)       (1,283)
    ------------------------------------------------------------------------------------------------------
    Effects of exchange rate changes on cash and cash equivalents                        92          (589)
    ------------------------------------------------------------------------------------------------------
    Change in cash and cash equivalents                                              (4,922)       (2,408)
    Cash and cash equivalents at beginning of period                                 32,065        32,074
    ------------------------------------------------------------------------------------------------------
    Cash and cash equivalents at end of period                                 $     27,143   $    29,666
    ------------------------------------------------------------------------------------------------------
    CASH PAID:
         Income taxes                                                          $      3,636   $     1,593
         Interest                                                              $        139   $       153
    ------------------------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   6
THE SANTA CRUZ OPERATION,INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1.    BASIS OF PRESENTATION

     In the opinion of management, the accompanying statements of operations,
     balance sheets and statements of cash flows include all material
     adjustments (consisting of only normal recurring adjustments) necessary for
     their fair presentation. The interim results presented are not necessarily
     indicative of results to be expected for a full year. Certain
     reclassifications have been made for consistent presentation.

2.    ACQUISITION

     In December 1995, the Company acquired from Novell certain assets related
     to UnixWare including the core intellectual property. The consideration
     consisted of 6,127,500 shares of newly issued non-registered common stock.
     Additionally, cash payments to Novell with a present value of $84 million
     will be paid periodically by SCO to Novell provided certain unit volumes of
     UNIX distribution is achieved. Such payments terminate at the end of
     calendar year 2002. The acquisition has been accounted for using the
     purchase method of accounting and, therefore, the accompanying financial
     statements include the UnixWare operations since the date of the
     acquisition. The Company incurred non-recurring charges including $38.4
     million of purchased research and development for UnixWare product which
     have not yet reached technological feasibility and other charges including
     severance and acquisition related costs.

3.    NET PROFIT (LOSS) PER SHARE

     Net profit (loss) per share is computed based on weighted average number of
     common shares and dilutive common equivalent shares outstanding.

4.    RECENT ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board recently issued Statement of
     Financial Accounting Standards No.128, "Earnings Per Share." SFAS No.128
     requires the presentation of basic earnings per share ("EPS") and, for
     companies with complex capital structures or potentially dilutive
     securities, such as convertible debt, options and warrants, diluted EPS.
     SFAS No.128 is effective for annual and interim periods ending after
     December 15, 1997. The Company expects that basic EPS and diluted EPS will
     not differ materially from earnings per share as presented in the
     accompanying consolidated financial statements.






                                       4
<PAGE>   7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

In addition to historical information contained herein, this Discussion and
Analysis may contain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date hereof. The Company undertakes
no obligation to publicly release the results of any revision to these
forward-looking statements, which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

NET REVENUES
Net revenues for the three months ended March 31, 1997 were $54.1 million as
compared to $50.7 million for the same period in fiscal year 1996. For the six
months ended March 31, 1997, net revenues increased 12% to $110.7 million from
$98.6 million in the six months ended March 31, 1996. No one customer accounted
for more that 10% of the total net revenues for the three and six month periods
ending March 31, 1997 and March 31, 1996.

License revenues for the three months ended March 31, 1997 was $48.9 million
compared to $46.3 million in the same quarter of 1996, representing a 6%
increase. For the six months ended March 31, 1997, license revenue was $100.8
million compared to $89.5 million for the same period in 1996, representing a
13% increase. Sales of UNIX server products, specifically OpenServer 5 and
UnixWare, accounted for the biggest increase, offset by lower volume of Client
Integration products and Layered products.

Service revenues, consisting of support, software enhancement services,
consulting, engineering services, custom development and training, increased to
$5.2 million for the three months ended March 31, 1997, up from $4.4 million in
the same period in 1996, an increase of 16%. For the first six months ended
March 31, 1997, service revenue totaled $9.9 million compared to $9.2 million in
the same period in 1996, an 8% increase. Service revenue was 10% of the total
revenue for the second quarter, compared to 9% in the prior year. These
increases were primarily due to growth in software enhancement services as well
as engineering services.

International revenues continue to be a significant portion of total net
revenues, comprising 50% of the revenues for the second fiscal quarter of 1997,
and 53% for the same quarter in fiscal year 1996.

COST AND EXPENSES
Cost of revenues as a percentage of net revenues increased to 26% in the second
quarter of 1997 from 24% for the same period in 1996. Higher technology costs
plus one-time royalty cost adjustments accounted for the major portion of the
increase. For the six months ended March 31, 1997 and 1996, the cost of revenues
represented 25% of net revenues.

Research and development expenses increased by 31% to $12.3 million for the
quarter ended March 31, 1997 (23% of net revenues) compared to $9.4 million (19%
of net revenues) for the same quarter in 1996. For the six months ended March
31, 1997, research and development expenses amounted to $24.3 million or 22% of
net revenues, representing a 40% increase compared to $17.3 million or 18% of
net revenues for the comparable period of fiscal 1996. The spending increase as
a percent of sales is primarily attributable to personnel costs relating to
accelerated investment in development of next generation operating systems and
technology focused on Internet enabled products.






                                       5
<PAGE>   8

Sales and marketing expenses increased by 5% to $20.7 million for the three
months ended March 31, 1997 from $19.7 million for the same period in 1996, but
decreased as a percent of net revenues to 38% from 39% in the same quarter of
1996. For the six months ended March 31, 1997, sales and marketing expenses
increased to $41.5 million from $39.4 million for the same period of the prior
fiscal year. Sales and marketing expenses represented 37% of net revenues for
the first six months of fiscal 1997 and 40% in fiscal 1996. Though down as a
percentage of revenue, the growth in absolute dollars was driven by increased
spending related to marketing efforts aimed at reseller training, Independent
Software Vendor recruitment and higher corporate brand awareness.

General and administrative expenses increased by 1% to $6.1 million for the
three months ended March 31, 1997 from $6.0 million for the same period in 1996
and decreased as a percentage of net revenues to 11% from 12% in the prior
year. For the six months ended March 31, 1997, general and administrative
expenses increased by 10% to $12.1 million from $11.0 million for the same
period of the prior year. The increase was primarily due to amortization of
intangibles starting in the second quarter of 1996 as a result of the UnixWare
purchase from Novell.

Other income consists of net interest income, foreign exchange gain and loss as
well as other miscellaneous income and expense items. For the second quarter of
fiscal 1997, other income was $0.6 million, compared to $0.4 million for the
same quarter of fiscal 1996. The increase in other income in the second quarter
of fiscal 1997 was due primarily to increased efficiency on overnight investment
of excess operational cash worldwide and additional interest earned on new
investments. For the six months ended March 31, 1997, other income was $0.9
million as compared to $0.8 million for the same six months in 1996. This
increase is attributable to an increase in interest income from investments.

The provision for income taxes was $0.3 million for the second quarter of fiscal
1997 compared to $1.0 million for the same period of the prior fiscal year, and
$1.6 million for the six months ended March 31, 1997 compared with a benefit of
$1.2 million for the corresponding fiscal 1996 period. The tax provision for the
second quarter of the current and prior fiscal years resulted from taxes
provided on operations at an effective tax rate of 25%. The tax provision for
the first six months of the current and prior fiscal years reflect taxes
provided on operations at an effective tax rate of 25% offset by a one-time tax
benefit in the first quarter of fiscal 1996 of approximately $3.1 million
associated with non-recurring charges relating to the UnixWare product
acquisition. The effective tax rate for fiscal years 1997 and 1996 reflect the
realization of deferred tax assets for which a valuation allowance was
previously established.

Net profit for the three months ending March 31, 1997 was $1.0 million, a
decrease of 67%, compared to a profit of $2.9 million in the same period of
1996. For the six months ended March 31,1997 net profit was $4.9 million, a
decrease of 10%, compared to $5.5 million in the same period in 1996 excluding
the non-recurring charge due to the UnixWare purchase.

CERTAIN FACTORS BEARING ON FUTURE RESULTS

The Company's future operating results may be affected by various uncertain
trends and factors which are beyond the Company's control. These include adverse
changes in general economic conditions and rapid or unexpected changes in the
technologies affecting the Company's products. The process of developing new
high technology products is complex and uncertain and requires accurate
anticipation of customer needs and technological trends. The industry has become
increasingly competitive and, accordingly, the Company's results may also be
adversely affected by the actions of existing or future competitors, including
the development of new technologies, the introduction of new products, and the
reduction of prices by such competitors to gain or retain market share. The
Company's results of operations could be adversely affected if it were required
to lower its prices significantly.

The Company participates in a highly dynamic industry and future results could
be subject to significant volatility, particularly on a quarterly basis. The
Company's revenues and operating results may be unpredictable due to the
Company's shipment patterns. The Company operates with little backlog of orders
because its products are generally shipped as orders are received. In general, a
substantial portion of the Company's revenues has been booked and shipped in the
third month of the quarter, with a concentration of these revenues in the latter
half of that third month. In addition, the timing of closing of large license
contracts and the release of new products and product upgrades




                                       6
<PAGE>   9
increase the risk of quarter to quarter fluctuations and the uncertainty of
quarterly operating results. The Company periodically may adjust the level of
inventory held in its distribution channels which may also cause
quarter-to-quarter fluctuations. The Company's staffing and operating expense
levels are based on an operating plan and are relatively fixed throughout the
quarter. As a result, if revenues are not realized in the quarter as expected,
the Company's expected operating results could be adversely affected, and such
effect could be substantial and could result in an operating loss.

The Company experiences seasonality of revenues for both European and the U.S.
federal government markets. European revenues during the quarter ending June 30
are historically lower or relatively flat compared to the prior quarter. This
reflects a reduction of customer purchases in anticipation of reduced selling
activity during the summer months. Sales to the U.S. federal government
generally increase more than normal during the quarter ending September 30. This
seasonal increase is primarily attributable to increased purchasing activity by
the U.S. federal government prior to the close of its fiscal budget year.
Additionally, net revenues for the first quarter of the fiscal year are
typically lower or relatively flat compared to net revenues of the prior
quarter.

The overall cost of revenues may be affected by changes in the mix of net
revenue contribution between licenses and services, product families,
geographical regions and channels of distribution, as the costs associated with
these revenues may have substantially different characteristics. The Company may
also experience a change in margin as net revenues increase or decrease since
technology costs, service costs and production costs are fixed within certain
volume ranges.

The Company's results of operations could be adversely affected if it were to
lower its prices significantly. In the event the Company reduced its prices, the
Company's standard terms for selected distributors provide credit for inventory
ordered in the previous 60 days, such credits to be applied against future
purchases. The Company, as a matter of policy, does not allow product returns
for refund. Product returns are generally allowances for stock balancing and are
accompanied by compensating and offsetting orders. Revenue is net of a provision
for estimated future stock balancing and excess quantities above levels the
Company deems appropriate in its distribution channels. The Company continues to
monitor the quantity and mix of products and no unusual activity is reflected in
the reserve or revenue for the three and six month periods ended March 31, 1997
and 1996.

As the Company continues to utilize its tax carryforwards and as new tax
legislation is enacted, the Company's effective tax rate is subject to change.

A substantial portion of the Company's revenues are derived from outside the
United States. Trade sales to international customers represented 50% and 53% of
total revenues for the second quarter of fiscal 1997 and 1996, respectively. A
substantial portion of these international revenues are denominated in the U.K.
pound sterling and operating results can vary with changes in the U.S. dollar
exchange rate for such currency. The Company's revenues can also be affected by
general economic conditions in the United States, Europe and other international
markets. The Company's operating strategy and pricing take into account changes
in exchange rates over time. However, the Company's results of operations may be
significantly affected in the short term by fluctuations in foreign currency
exchange rates.

The Company has adopted a strategy of reviewing and forecasting all material
foreign denominated assets and liabilities to cover any potential transactional
gain or loss which may occur should exchange rates change significantly. Where
uncovered exposure may exist, the Company may employ hedging instruments to
offset such exposure.

The Company's policy is to amortize purchased software and technology licenses
using the straight-line method over the remaining estimated economic life of the
product. Due to competitive pressures, it is reasonably possible that those
estimates of anticipated future gross revenues, the remaining estimated economic
life of the product, or both


                                       7
<PAGE>   10
will be reduced significantly in the near future. As a result, the carrying
amount of the Company's purchased software and technology licenses may be
reduced materially in the near future and, therefore, could create an adverse
impact on the Company's future reported earnings.

The Company recently has experienced growth in the scope of its operations due
to the acquisition of UNIX technology resulting in increased responsibilities
for its management. The Company continually evaluates potential candidates for
acquisitions in the future. Such candidates are selected based on products or
markets which are complementary to those of the Company's. Acquisitions involve
a number of special risks, including the successful combination of the companies
in an efficient and timely manner, the coordination of research and development
and sales efforts, the retention of key personnel, the integration of the
acquired products, the diversion of management's attention to assimilation of
the operations and personnel of the acquired companies, and the difficulty of
presenting a unified corporate image. The Company's operations and financial
results could be significantly affected by such an acquisition.

The Company's continued success depends to a significant extent on senior
management and other key employees. None of these individuals is subject to a
long-term employment contract or a non-competition agreement. Competition for
qualified people in the software industry is intense. The loss of one or more
key employees or the Company's inability to attract and retain other key
employees could have a material adverse effect on the Company.

The stock market in general, and the market for shares of technology companies
in particular, have experienced extreme price fluctuations, which have often
been unrelated to the operating performance of the affected companies. In
addition, factors such as new product introductions by the Company or its
competitors may have a significant impact on the market price of the Company's
Common Stock. Furthermore, quarter-to-quarter fluctuations in the Company's
results of operations caused by changes in customer demand may have a
significant impact on the market price of the Company's stock. These conditions,
as well as factors which generally affect the market for stocks of high
technology companies, could cause the price of the Company's stock to fluctuate
substantially over short periods.


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and short-term investments totaled $51.9 million at March 31,
1997, representing 31% of total assets. The six month decrease in cash and
short-term investments of $2.9 million was primarily attributable to the
repurchase of 885,000 shares of the Company's common stock during the first
quarter of fiscal 1997. In addition to systematic repurchase of the Company's
common stock for the funding of it's employee programs, the Company is
authorized to buy back up to 2,000,000 additional shares. As of March 31, 1997,
773,000 shares had been repurchased and retired under this program. At March 31,
1997, the Company had available lines of credit of approximately $17.0 million
under which the Company had $0.4 million in outstanding borrowings. The Company
believes that its existing cash and short-term investments, funds generated from
operations and available borrowing capabilities will be sufficient to meet its
operating requirements through at least calendar 1997.

The Company's second quarter ended March 31, 1997 Days Sales Outstanding (DSO)
was 85.4 days, a 2.9 day increase from the first quarter ended December 31,
1996. The increase was primarily attributable to moderate growth of corporate
revenue and a 3% increase in the percentage of revenue in the third month of the
quarter as compared to total quarterly revenue, thus increasing ending accounts
receivable.




                                       8
<PAGE>   11
                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

In August 1993, a securities class action lawsuit was filed in Superior Court of
San Francisco, California and is now pending in the Superior Court of Santa
Clara County, California against the Company, one current employee, three former
employees and the Company's underwriters. The lawsuit alleges violations of the
Securities Act of 1993, pertaining to alleged misrepresentations and omissions
in the Company's Registration Statement and Prospectus in connection with its
initial public offering. In May 1994, the case was dismissed at the pleading
stage. The plaintiffs filed a notice of appeal in June 1994. The appellate court
reversed the decision of the lower court. Further appellate review was not
granted by the US Supreme Court and the case has been remanded to the Superior
court for further proceedings and discovery. The Company believes it reasonably
possible that the outcome of the securities class action lawsuit could result in
a loss either by way of settlement with the plaintiffs or by way of a judgment
in the plaintiffs' favor. The resolution of the securities class action could
result in a significant non-recurring charge that could adversely impact the
Company's earnings per share in the fiscal quarter in which such resolution
occurred. However, the Company does not believe that any such loss would result
in a material impact to the Company's annual financial results or financial
position.

In February 1995, Micro-Quick Systems, Inc., a software dealer, commenced legal
action against the Company in the Superior Court of San Bernadino County,
California seeking to recover unspecified damages in excess of $1,000,000.
Micro-Quick alleges the Company failed to deliver conforming product and failed
to support said product. The Company filed a demurrer which was sustained by the
court with leave to amend. An amended complaint was filed by the plaintiffs in
June 1995 and a second demurrer was filed by the Company. In August 1995, the
Court upheld Plaintiff's breach of contract claim, dismissing all other causes
of action with leave to amend. An amended complaint was filed by the plaintiffs
in September 1995 and a demurrer was filed by the Company in October 1995. The
court overruled SCO's demurrer with respect to the breach of express warranty,
negligent misrepresentation and intentional misrepresentation. The court
sustained the demurrer with leave to amend as to the remaining causes of action.
Plaintiff failed to amend. The Company believes it reasonably possible that the
outcome of the lawsuit filed by Micro-Quick Systems could result in a loss
either by way of settlement with the plaintiff or by way of a judgment in the
plaintiff's favor. However, the Company does not believe that any such loss
would result in a material impact to the Company's annual financial results.

In September 1996, an action was filed in the Circuit Court of Cook County,
Illinois by a former employee against the Company and one current employee
alleging breach of contract regarding sales commissions. The Company believes it
remotely possible that the outcome of the lawsuit filed by a former employee
alleging breach of contract regarding sales commission payments will result in a
material impact to the Company's annual financial results.

In December 1995, an action was filed in the Superior Court of Santa Cruz
County, California by a former employee against the Company alleging employment
discrimination, wrongful termination and related claims. This matter was settled
in February 1997 for an immaterial amount.







                                       9
<PAGE>   12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Santa Cruz Operation, Inc. held an annual meeting of shareholders
         on February 25, 1997. The following matters were approved by the
         shareholders by the votes indicated:
<TABLE>
<CAPTION>
         MATTER                                      NUMBER OF SHARES
         ------                                      ----------------
                                                     FOR                        WITHHELD
                                                     ---                        --------
         ELECTION OF DIRECTORS:

<S>                                                  <C>                        <C>    
         Ninian Eadie                                30,280,039                 413,795
         Jean-Francois Heitz                         30,232,375                 461,459
         Ronald Lachman                              30,280,799                 413,035
         Robert M. McClure                           30,272,109                 421,725
         Douglas L. Michels                          30,215,480                 478,354
         Alok Mohan                                  30,269,081                 424,753
         R. Duff Thompson                            30,267,209                 426,625
         Enzo Torresi                                30,272,708                 421,126
         Gilbert Williamson                          30,269,853                 423,981
</TABLE>
<TABLE>
<CAPTION>
                                                                                                          BROKER
         OTHER MATTERS:                              FOR               AGAINST          ABSTAIN           NON-VOTES

<S>                                                  <C>              <C>               <C>               <C>
         Amendment of the Company's 1994             17,349,501        98,244         4,037,106          9,208,983
         Incentive Stock Option Plan to
         increase the number of shares reserved
         for issuance under such Plan by
         3,000,000 shares.

         Amendment of the Company's 1993             21,220,401     1,111,138            74,390          8,287,905
         Director Option Plan to increase the
         number of shares reserved for issuance
         under such Plan by 200,000 shares.

         Amendment of the Company's 1993             21,549,278       794,645            62,006          8,287,905
         Employee Stock Purchase Plan to
         increase the number of shares reserved
         for issuance under such Plan by
         750,000 shares.

         Ratification of KPMG Peat Marwick,          30,585,817        37,569            70,448              -0-
         LLP as independent certified public
         accountants of the Company.
</TABLE>


ITEM 6. EXHIBITS

(a)  Exhibits

          11.  Computation of Earnings (Loss) Per Share.
          27.  Financial Data Schedule.


ITEMS 2, 3, AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.

                                       10
<PAGE>   13
                                   Signatures


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 thereunto duly authorized.



                               The Santa Cruz Operation, Inc.


Date: May 12, 1997             By:        /s/ John Luhtala
                                  ---------------------------------
                                              John Luhtala
                                          Senior Vice-President
                                       and Chief Financial Officer


                               By:        /s/ Randy Bresee
                                  ---------------------------------
                                            Randy Bresee
                                        Corporate Controller


                                       11
<PAGE>   14

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit 
   No.                       Description
--------                     -----------
<S>                  <C> 
   11                Computation of Net Profit (Loss) Per Share

   27                Financial Data Schedule
</TABLE>