-----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, JB4OzpzqNGIHqyJXKC/R/3Nl9tQfCBNa9HXX+EgUR/lJ0LJwq2uftirnICJWh7qp v0ItS/mJJaHEBm6+WvIexg== 0001013816-06-000543.txt : 20060825 0001013816-06-000543.hdr.sgml : 20060825 20060825110348 ACCESSION NUMBER: 0001013816-06-000543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060822 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060825 DATE AS OF CHANGE: 20060825 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: 061054565 BUSINESS ADDRESS: STREET 1: 5400 SOQUEL AVENUE STREET 2: SUITE A2 CITY: SANTA CRUZ STATE: CA ZIP: 95062 BUSINESS PHONE: 8004727466 MAIL ADDRESS: STREET 1: 5400 SOQUEL AVENUE STREET 2: SUITE A2 CITY: SANTA CRUZ STATE: CA ZIP: 95062 FORMER COMPANY: FORMER CONFORMED NAME: UNITY FIRST ACQUISITION CORP DATE OF NAME CHANGE: 19960823 8-K 1 form8k_082306.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): August 22, 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 August 22, 2006, we issued a press release announcing that we will host an investors conference call on Thursday, August 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 August 22, 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: August 23, 2006 GraphOn Corporation By: /s/ William Swain -------------------------------- Name: William Swain Title: Chief Financial Officer EX-99 2 form8k_082306ex991.txt EXH. 99.1 PRESS RELEASE 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 Second Quarter 2006 Results; Will Host Investors Teleconference on Thursday August 31, 2006 SANTA CRUZ, CA, USA - August 22, 2006 - GraphOn(R) Corporation (OTCBB: GOJO) (www.graphon.com), a leading developer of business software for remote computing, today announced it will host an investors conference call at 1:00 pm Pacific Daylight Time (4:00 pm Eastern Daylight Time) on Thursday, August 31, 2006. The call will be moderated by Robert Dilworth, GraphOn's CEO and Chairman, and William Swain, GraphOn's CFO. Discussions will include a review of financial results for the second quarter, which ended June 30, 2006. The GraphOn management team will discuss the company's business and will take questions for a limited time following the presentation. Participants may access the call by phone by dialing (888) 511-3739 ten minutes prior to the call and stating conference ID # 4743259 Financial Highlights Revenues were approximately $1.5 million for the three-month period ended June 30, 2006, as compared to approximately $1.3 million recorded in the same period of 2005. Revenues were approximately $2.8 million for the six-month period ended June 30, 2006, as compared to approximately $2.5 million for the same period of 2005. The net loss for the three-month period ended June 30, 2006 was approximately $494 thousand, as compared to the approximate $267 thousand net loss for the same period of 2005. The net loss for the six-month period ended June 30, 2006 was approximately $1.1 million, as compared to the approximate $586 thousand net loss for the same period of 2005. The loss per common share on a basic and diluted basis for the quarter ended June 30, 2006 was $0.01 per share as compared with a loss of $0.01 per share for the same quarter of 2005. The loss per common share on a basic and diluted basis for the six-month period ended June 30, 2006 was $0.02 per share as compared with a loss of $0.12 per share for the same period in 2005. The loss per common share for the six-month period ended June 30, 2005 included a loss of $0.10 per common share, resulting from the effect of a $4 million non-cash deemed dividend. "Commencing on January 1, 2006 we are required to include non-cash stock-option based compensation as an operations expense in accordance with the accounting pronouncement, FASB123R. This additional non-cash expense has significantly contributed to the increase in our net loss over the comparable periods of 2005," commented Mr. Swain. "We are pleased with the increased revenue that we have achieved in both the current quarter and the six months to date of this year as compared to the comparable periods in 2005, an increase of approximately 14% and 12% respectively," Mr. Dilworth said. "Our cash flow from operations continues to be strong, unaffected by our increased deferred income and the non-cash expenses of both our stock-option based compensation and the amortization of our patent portfolio," Mr. Dilworth continued. "Because of this, we are very comfortable with the new initiatives we are investing in this year. We are increasing the size of both our engineering staff and consultants, we have recently hired a new Vice President of Engineering and have established a subsidiary in placecountry-regionIsrael in order to improve and expand our product development and support capabilities. Additionally, we have expanded our sales and marketing activities and have recently hired a new sales engineer in placeEurope in order to better serve our customers in that region. We also continue to aggressively protect and maximize the value of our intellectual property," Mr. Dilworth concluded. About GraphOn Corporation GraphOn Corporation is an innovative provider of cost-effective, advanced solutions that help customers 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 CityplaceSanta Cruz, StateCA 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 June 30, 2006 -------------------- ($000s) Cash and cash equivalents $ 3,138 Other current assets 929 -------------------- Total current assets 4,067 Patents, net 4,075 Property and equipment, net and other assets 160 -------------------- Total assets $ 8,302 ==================== Current liabilities $ 610 Deferred Revenue - Short Term 1,110 Deferred Revenue - Long Term 1,025 Shareholders' equity 5,557 -------------------- Total liabilities and shareholders' equity $ 8,302 ==================== Condensed Consolidated Statements of Operations
UNAUDITED UNAUDITED Three months ended June 30, Six months ended June 30, -------------- -------------- -------------- -------------- 2006 2005 2006 2005 -------------- -------------- -------------- -------------- ($000s, except per share data) ($000s, except per share data) Revenue $ 1,451 $ 1,276 $ 2,757 $ 2,456 Cost of revenue 151 131 262 252 -------------- -------------- -------------- -------------- Gross profit 1,300 1,145 2,495 2,204 -------------- -------------- -------------- -------------- Selling and marketing 426 342 840 677 General and administrative 925 768 1,915 1,495 Research and development 452 313 846 636 -------------- -------------- -------------- -------------- Total operating expenses 1,803 1,423 3,601 2,808 -------------- -------------- -------------- -------------- Loss from operations (503) (278) (1,106) (604) Other income, net 12 11 22 18 -------------- -------------- -------------- -------------- Loss before income taxes (491) (267) (1,084) (586) Income taxes 3 - 3 - -------------- -------------- -------------- -------------- Net loss (494) (267) (1,087) (586) Deemed dividends on preferred stock - - - (4,000) -------------- -------------- -------------- -------------- Loss attributable to common shareholders $ (494) $ (267) $ (1,087) $ (4,586) ============== ============== ============== ============== Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.02) $ (0.12) ============== ============== ============== ============== Weighted average shares outstanding 46,192,250 46,147,047 46,188,073 37,432,395 ============== ============== ============== ==============
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