-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CS1LyXIpCL91UEvKNopk2hNxVkJCamLfi6A3GLdYoyzMuSrAKa3z/FgA0mOUHcJa +4hJjt+2FkqEYQp2YFzJlA== 0001012870-00-001474.txt : 20000321 0001012870-00-001474.hdr.sgml : 20000321 ACCESSION NUMBER: 0001012870-00-001474 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000320 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAPHON CORP/DE CENTRAL INDEX KEY: 0001021435 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133899021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47429 FILM NUMBER: 574047 BUSINESS ADDRESS: STREET 1: 150 HARRISON AVENUE CITY: CAMPBELL STATE: CA ZIP: 94103- BUSINESS PHONE: 4083704080 MAIL ADDRESS: STREET 1: 245 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: UNITY FIRST ACQUISITION CORP DATE OF NAME CHANGE: 19960823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COREL CORP CENTRAL INDEX KEY: 0000890640 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 101151819 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1600 CARLING AVE CITY: OTTAWA ONTARIO CANAD STATE: A6 BUSINESS PHONE: 6137288200 MAIL ADDRESS: STREET 1: 1600 CARLING AVENUE CITY: OTTAWA STATE: A6 SC 13D/A 1 AMENDMENT #1 TO SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.)(1) GraphOn Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 388 707 101 - -------------------------------------------------------------------------------- (CUSIP Number) Walt Keller GraphOn Corporation 150 Harrison Avenue, Campbell, California 95008 (408) 370-4080 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 20, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 388 707 101 SCHEDULE 13D - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A COREL CORPORATION - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 CANADA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,626,114 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,626,114 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,626,114 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILING OUT! CUSIP NO. 388 707 101 SCHEDULE 13D Item 1. Security and Issuer. This Schedule 13D relates to Common Stock, no par value, of GraphOn Coporation, a Delaware corporation ("GraphOn"). The principal executive offices of GraphOn are located at 150 Harrison Avenue, Campbell, California 95008, telephone (408) 370-4080. Item 2. Identity and Background. This Schedule 13D is filed by Corel Corporation ("Corel"), a Canadian corporation, whose corporate address is 1600 Carling Ave., Ottawa, ON K1Z 8R7. Item 3. Source and Amount of Funds or Other Consideration. Corel acquired 2,167,114 shares of common stock of GraphOn (the "Shares") and a warrant to purchase up to 216,711 shares of common stock at an exercise price of $1.79 per share in exchange for certain assets associated with a software product known as jBridge. Item 4. Purpose of Transaction. Corel acquired the Shares in connection with its sale (the "Sale") to GraphOn of a software product known as jBridge. As part of the sale, Corel is entitled to a nominee to the Board of Directors of GraphOn. (With this exception, Corel has no plans or proposals which would relate to or would result in any of the items listed in Item 4.) On February 23, 24, 25, 28 and 29, 2000, 23,000, 7,000, 15,000, 100,000 and 176,000 shares respectively were sold at an average price per day, per share of $17.7745, $17.0446, $16.9375, $16.805 and $15.494 respectively. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Schedule 13D, Corel beneficially owns 1,626,114 shares of GraphOn common stock or approximately 11.5% percent of the issued and outstanding shares of GraphOn's common stock, and a warrant to purchase up to 216,711 shares of common stock at an exercise price of $1.79 per share. (b) Corel has sole power to vote and dispose of 1,626,114 shares of GraphOn common stock held of record in Corel's name. (c) Other than as described above in response to Item 4 hereof, there were no GraphOn common stock transactions effected by Corel during the 60-day period preceding the date set forth on the cover except for 220,000 shares that were sold from February 14 -16, 2000 as reported on the 13D dated February 23, 2000. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As noted under Item 4 above, as part of the Sale, Corel was granted the right to appoint a nominee to the Board of Directors of GraphOn. Currently, Corel does not have a representative on the Board of Directors of GraphOn. Item 7. Material to be Filed as Exhibits. None CUSIP NO. 388 707 101 SCHEDULE 13D SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 20, 2000 By: /s/ Eric Smith ---------------------------------------- Eric J. Smith Vice President, General Counsel and Secretary Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No.388 707 101 SCHEDULE 13D The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Corel. Each such person is a Canadian citizen, and unless noted below, the business address of each such person is 1600 Carling Avenue, Ottawa, Ontario, Canada K1Z 8R7. Board of Directors - ------------------ Name and Title Present Principal Occupation Michael C.J. Cowpland Chairman, Chief Executive Officer and President of Corel Corporation Lyle B. Blair Director of Corel Corporation; President of Blairhampton Properties Inc. (a privately owned property development company) 29 Forest Hill Road, Toronto ON M4V 2L4. Honourable William G. Director of Corel Corporation; Counsel, Davis, P.C., C.C., Q.C. Torys, Barristers and Solicitors Hunter S. Grant Director of Corel Corporation; President of Kingmer Holding Ltd. (holding company) Jean-Louis Malouin Director of Corel Corporation; Dean, Faculty of Administration, University of Ottawa 136 Jean-Jacques Lussier, Ottawa ON K1N 6N5 Honorable Barbara J. Director of Corel Corporation; President McDougall, P.C., CFA, of The Canadian Institute of International Affair International Affairs (a non-partisan LLD (Hon.) nation-wide forum for discussion, analysis and debate of international affairs) c/o Glendon Hall, 2/nd/ Floor Glendon College Campus 2275 Bayview Avenue Toronto, ON M4N 3M6 Executive Officers Of Corel Corporation Who Are Not Directors - ------------------------------------------------------------- Name Title and Present Principal Occupation Derek Burney Executive Vice President, Engineering Sandra Gibson Executive Vice President, Corporate Services Tony O'Dowd Executive Vice President, International Product Development; General Manager, Corel Corporation Limited Ross Cammellari Executive Vice President, Marketing Eric Smith Vice President, General Counsel and Secretary Carey Stanton Executive Vice President, Business Development Kerry D. Williams Executive Vice President, Manufacturing Mitch Desrochers Vice-President, Finance and Controller Steve Houck Executive Vice-President, Sales -----END PRIVACY-ENHANCED MESSAGE-----