-----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, AN0M4sRNk1I2aokp8mPzv7eq0u5hMEZpW3Zz6F0+tN0rPolurSlJZcdG0yCgKCxr 9zQjEpyu1cmmBvZzucqUjA== 0001013816-06-000390.txt : 20060523 0001013816-06-000390.hdr.sgml : 20060523 20060522182857 ACCESSION NUMBER: 0001013816-06-000390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060519 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060523 DATE AS OF CHANGE: 20060522 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21683 FILM NUMBER: 06859773 BUSINESS ADDRESS: STREET 1: 5400 SOQUEL AVENUE STREET 2: SUITE A2 CITY: SANTA CRUZ STATE: CA ZIP: 95065 BUSINESS PHONE: 8004727466 MAIL ADDRESS: STREET 1: 5400 SOQUEL AVENUE STREET 2: SUITE A2 CITY: SANTA CRUZ STATE: CA ZIP: 95065 FORMER COMPANY: FORMER CONFORMED NAME: UNITY FIRST ACQUISITION CORP DATE OF NAME CHANGE: 19960823 8-K 1 form8k_052206.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2006 GraphOn Corporation (Exact name of Registrant as specified in its charter) Delaware 0-21683 13-3899021 (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 5400 Soquel Avenue, Suite A-2 Santa Cruz, California 95062 (Address of principal executive offices) Registrant's telephone number: (800) 472-7466 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On May 19, 2006, we issued a press release announcing our financial results for the quarter ended March 31, 2006. A copy of the press release is being furnished as Exhibit 99.1 to this report and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired - None (b) Pro Forma Financial Information - None (c) Shell Company Transactions - None (d) Exhibits: Exhibit No. Description 99.1 Press release issued by us on May 19, 2006 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 hereunto duly authorized. Dated: May 22, 2006 GraphOn Corporation By: /s/ William Swain -------------------------------- Name: William Swain Title: Chief Financial Officer EX-99 2 form8k_052206ex99.txt EXH. 99 Exhibit 99.1 Press Release For Immediate Release Company Contact: Company Contact: William Swain, GraphOn Corporation 1.800.GRAPHON Bill.Swain@GraphOn.com GraphOn Corp. Announces First Quarter 2006 Results SANTA CRUZ, CA, USA - May 19, 2006 - GraphOn(R) Corporation (OTCBB: GOJO) (www.graphon.com), a leading developer of business software for remote computing, announces results for the first quarter which ended March 31, 2006. FINANCIAL HIGHLIGHTS Revenues were approximately $1.3 million for the three month period ended March 31, 2006, as compared to approximately $1.2 million recorded in the same period of 2005. The net loss for the three month period ended March 31, 2006 was approximately $593 thousand, as compared to the approximately $318 thousand net loss for the same period of 2005. The loss per common share on a basic and diluted basis for the three month period ended March 31, 2006 was $0.01 per share as compared with a basic and diluted loss of $0.15 per share for the same period of 2005. The basic and diluted loss per common share for the three month period ended March 31, 2005 included a loss of $0.14 per common share, resulting from the effect of a $4,000,000 non-cash deemed dividend excluded from net loss. "We are pleased with the approximate 10% increase in revenues that we were able to achieve in the first quarter of this year as compared to the first quarter of 2005," Robert Dilworth, CEO, said. "Expense levels in the first quarter of this year reflect increased investment not only in the administration of our patent activities, but in both the research and development and in the sales and marketing of our GO-Global products. Additionally, in the first quarter of this year we recorded $110 thousand in non-cash stock option compensation expense related to the adoption of SFAS 123R" Mr. Dilworth concluded, "We are very pleased with the continued growth of our core GraphOn business, a trend we expect to continue throughout 2006. ABOUT GRAPHON CORPORATION For over a decade, GraphOn Corporation has been an innovator of cost-effective, advanced solutions that help users access applications from anywhere. GraphOn's high-performance software provides fast remote access, cross-platform connectivity, and a centralized architecture that delivers a dramatically lower cost of ownership. The Company's solutions run under Microsoft (MSFT) Windows, Linux, and UNIX, including Sun (SUNW) Solaris, IBM AIX, Hewlett-Packard (HPQ) HP-UX, and more. GraphOn is located in Santa Cruz, CA and is traded on the Over the Counter Bulletin Board under the ticker GOJO (OTCBB:GOJO). For more information, please visit the Company's Web site at http://www.graphon.com. This press release contains statements that are forward looking as that term is defined by the United States Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that are subject to risks and uncertainties. Actual results will differ due to factors such as shifts in customer demand, product shipment schedules, product mix, competitive products and pricing, technological shifts and other variables. Readers are referred to GraphOn's most recent periodic and other reports filed with the Securities and Exchange Commission. GraphOn and GO-Global are a registered trademarks of GraphOn Corp. All other trademarks belong to their respective owners. # # # GRAPHON CORPORATION Condensed Consolidated Balance Sheet UNAUDITED March 31, 2006 -------------------- ($000s) Cash and cash equivalents $ 3,295 Other current assets 624 -------------------- Total current assets 3,919 Patents, net 4,297 Other assets 169 -------------------- Total assets $ 8,385 ==================== Current liabilities $ 593 Deferred Revenue - Short Term 1,091 Deferred Revenue - Long Term 763 Shareholders' equity 5,938 -------------------- Total liabilities and shareholders' equity $ 8,385 ==================== Condensed Consolidated Statements of Operations
UNAUDITED Three months ended March 31, -------------- -------------- 2006 2005 -------------- -------------- ($000s, except per share data) Revenue $ 1,306 $ 1,181 Cost of revenue 111 121 -------------- -------------- Gross profit 1,195 1,060 -------------- -------------- Selling and marketing 414 335 General and administrative 990 727 Research and development 394 324 -------------- -------------- Total operating expenses 1,798 1,386 -------------- -------------- Loss from operations (603) (326) Other income, net 10 8 -------------- -------------- Loss before income taxes (593) (318) Income taxes - - -------------- -------------- Net loss (593) (318) Deemed dividends on preferred stock - (4,000) -------------- -------------- Loss attributable to common shareholders $ (593) $ (4,318) ============== ============== Basic and diluted loss per share $ (0.01) $ (0.15) ============== ============== Weighted average shares outstanding 46,183,849 28,620,913 ============== ==============
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