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): April 17, 2012

GraphOn Corporation

(Exact name of Registrant as specified in its charter)

Delaware (State of incorporation) 0-21683 (Commission File No.) 13-3899021 (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:

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Certain Officers

On April 17, 2012, William Swain informed the chairman of our board of directors that he would be retiring and, accordingly, submitted his voluntary resignation as our Chief Financial Officer and Secretary, to be effective as of May 12, 2012.

Election of Directors

On April 17, 2012, we appointed Michael Brochu as a Class II member of our board of directors, to serve as such until the 2013 annual meeting of our shareholders or, if earlier, until his resignation, removal or replacement.

From November 1997 until its acquisition in November 2004 by Art Technology Group, Inc., Mr. Brochu served as the President, Chief Executive Officer and Chairman of the Board of Primus Knowledge Solutions, Inc. Mr. Brochu was a member of the board of directors of Art Technology Group from November 2004 until its acquisition by Oracle Corporation in January 2011. Beginning in December 2003, Mr. Brochu served as a director of Loudeye Corp., and beginning in February 2005, as its President and Chief Executive Officer. In October 2006, Loudeye Corp. was acquired by Nokia Corp. Mr. Brochu left Nokia Corp. in December 2006. From June 2007 until its acquisition in September 2011 by WPP PLC, Mr. Brochu served as President, Chief Executive Officer and a director of Global Market Insite, Inc.

Concurrently with our appointment of Mr. Brochu as a director, we granted him options under our 2008 Equity Incentive Plan to purchase up to 700,000 shares of our common stock at an exercise price of $0.17 per share. The options are immediately exercisable, will vest in 33 equal monthly installments beginning on August 17, 2012, and will expire on April 16, 2022.  We have the right, should the options be exercised prior to their full vesting, to repurchase the unvested portion of the shares issued upon their exercise at the options’ exercise price upon termination of Mr. Brochu’s status as a director.

As a non-employee director, Mr. Brochu will be eligible to be compensated for his attendance at board meetings and to receive periodic stock option grants. For further information regarding Compensation of Directors, see Item 11 in our annual report on Form 10-K for the year ended December 31, 2011.  We also entered into our standard non-employee director indemnification agreement with Mr. Brochu.

Item 8.01.   Other Events

We issued a press release on April 18, 2012 announcing the appointment of Eldad Eilam as our Interim Chief Executive Officer, effective April 13, 2012, and the resignation of Robert Dilworth as our Chief Executive Officer and as a member of our board of directors, effective April 12, 2012.

We issued a press release on April 20, 2012 announcing the appointment of Michael Brochu as a member of our board of directors.

Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

Exhibits:

Exhibit No.	Description
99.1	Press Release issued on April 18, 2012
99.2	Press Release issued on April 20, 2012

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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: April 23, 2012

GRAPHON CORPORATION

By:    /s/ William Swain                                                  

Name:  William Swain

Title:  Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

For Immediate Release

GraphOn Contact:

Bill Swain

GraphOn Corporation

1.800.GRAPHON

www.graphon.com

GraphOn Corporation Appoints President

Eldad Eilam as Interim Chief Executive Officer

SANTA CRUZ, CA – April 18, 2012 – The Board of Directors of GraphOn Corporation (OTCBB: GOJO.OB), a leading worldwide developer of cloud application delivery and Web-enabling solutions, today announced that as part of its ongoing strategic plan, it has appointed company President Eldad Eilam the additional responsibilities of interim chief executive officer. In his expanded role, Mr. Eilam replaces Robert Dilworth who resigned as CEO and board member effective April 12, 2012.

Mr. Eilam has been involved with GraphOn in various capacities for over a decade. “I am honored at the confidence the board has expressed by asking me to serve as interim CEO,” he said. “I look forward to contributing to GraphOn’s continued growth and success.”

“We are thankful for Robert Dilworth’s many years of dedicated service to GraphOn,” said Steven Ledger, GraphOn’s chairman of the board. “We wish him the very best in his future endeavors.”

GraphOn’s board of directors and executive management team continue to execute the company’s strategic plan to expand its GO-Global product line and intellectual property portfolio. The board recently approved an increase in the size of the board from five seats to seven seats.

“Our management realignment and expansion of board seats represent an important component of the company’s new strategic direction,” said Mr. Ledger. “We believe the company will benefit from these changes and the addition of new, value-added board directors with expertise relevant to our new direction.”

In September of last year, GraphOn raised $7.1 million of equity capital and set forth on a path towards building an expanded, strategic intellectual property (IP) portfolio and related new product roadmap. As part of this new direction, GraphOn entered into a strategic alliance with ipCapital Group, Inc. (ipCG), a leading IP strategy firm, with ipCG’s founder and Managing Partner John Cronin joining the GraphOn board.

About GraphOn Corporation

Founded in 1996, GraphOn Corporation is a publicly traded company headquartered in Santa Cruz, California. The company is an innovator of cost-effective, advanced solutions that help customers access applications from anywhere. GraphOn’s high-performance software solutions provide fast application access, cross-platform connectivity, and a centralized architecture that delivers a dramatically lower cost of ownership. The company’s GO-Global solutions can be used with Microsoft (MSFT) Windows, IBM AIX, Oracle (ORCL) Solaris, Hewlett-Packard (HPQ) HP-UX, Linux, Apple (AAPL) OS X and iOS, and other operating systems. For more information, call 1.800.GRAPHON in the USA, +44.1344.206549 in Europe, or visit www.graphon.com or www.facebook.com/graphon.

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 management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ significantly from those described in the forward looking statements.  Factors that may cause such a difference include the following: the success of our new products depends on a number of factors including market acceptance and our ability to manage the risks associated with product introduction; our revenue could be adversely impacted if any of our significant customers reduces its order levels or fails to order during a reporting period; and other factors, including those set forth under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, and in other documents we have filed with the SEC.

GraphOn and GO-Global are registered trademarks of GraphOn Corp. All other trademarks belong to their respective owners.

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EX-99.2

Exhibit 99.2

Press Release                                                                                                                     

For Immediate Release

GraphOn Contact:

Bill Swain

GraphOn Corporation

1.800.GRAPHON

www.graphon.com

GraphOn Corporation Appoints

Michael Brochu to the Board of Directors

SANTA CRUZ, CA – April 20, 2012 – GraphOn Corporation (OTCBB: GOJO.OB), a leading worldwide developer of cloud application delivery and Web-enabling solutions, announced today that it has named Michael Brochu to the company’s board of directors.

Mr. Brochu is a seasoned technology executive with over 20 years of senior-level experience at a variety of global companies. Most recently, he was president and chief executive officer of Global Market Insite (GMI), a developer of technology platforms serving the market research industry. GMI was acquired by WPP in September 2011. Previously, he served as president and chief executive officer of Loudeye Corporation, a worldwide leader in business-to-business digital media solutions that was acquired by Nokia Corporation in 2006.

From 1997 to 2004, Mr. Brochu was president and chief executive officer of Primus Knowledge Solutions, which consummated its initial public offering in 1999 and was acquired by Art Technology Group in 2004. Primus developed award-winning software, enabling companies to provide a superior customer experience via contact centers, help desks, Web self-service, and electronic communication channels.

From 1995 to 1997, Mr. Brochu served as president and chief operating officer of Sierra On-Line, Inc., one of the world’s largest publishers of interactive entertainment, educational, and home productivity software. He spearheaded efforts that increased sales by more than 300 percent, culminating with the acquisition of Sierra On-Line by CUC International in 1996 for more than US $1 billion.

Mr. Brochu currently sits on the board of directors of Centro Digital Media, Vines of Mendoza, and Zotec Partners, and on the advisory board of Seattle-based venture capital firm Voyager Capital, which was also one of GMI’s early institutional investors. Mr. Brochu was named Ernst & Young’s Entrepreneur of the Year in 2000.

“We are pleased to announce Mike’s appointment to the GraphOn board of directors,” said Steve Ledger, GraphOn’s chairman of the board. “Mike is a highly accomplished, senior executive with a history of driving shareholder value at every one of his former companies. While his background and accomplishments speak for themselves, we believe his decision to join the board also speaks to the excitement and opportunity related to the new strategic direction of GraphOn.”

In August 2011, GraphOn raised $7.1 million of equity capital and set forth on a path towards building an expanded, strategic intellectual property portfolio, and related new product roadmap. As part of this new direction, GraphOn entered into a strategic alliance with ipCapital Group, Inc. (ipCG), a leading IP strategy firm, with iPCG’s founder and Managing Partner John Cronin joining the GraphOn board of directors.

GraphOn announced in January of this year that it had strengthened and expanded its intellectual property portfolio with the filing of 26 new U.S. patent applications tied to the company’s new product roadmap. These new applications are in addition to GraphOn’s existing portfolio of 26 issued U.S. patents and a number of patent applications previously filed.

GraphOn Appoints Michael Brochu

Page Two

About GraphOn Corporation

Founded in 1996, GraphOn Corporation is a publicly traded company headquartered in Santa Cruz, California. The company is an innovator of cost-effective, advanced solutions that help customers access applications from anywhere. GraphOn’s high-performance software solutions provide fast application access, cross-platform connectivity, and a centralized architecture that delivers a dramatically lower cost of ownership. The company’s GO-Global solutions can be used with Microsoft (MSFT) Windows, IBM AIX, Oracle (ORCL) Solaris, Hewlett-Packard (HPQ) HP-UX, Linux, Apple (AAPL) OS X and iOS, and other operating systems. For more information, call 1.800.GRAPHON in the USA, +44.1344.206549 in Europe, or visit www.graphon.com or www.facebook.com/graphon.

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 management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ significantly from those described in the forward looking statements. Factors that may cause such a difference include the following: the success of our new products depends on a number of factors including market acceptance and our ability to manage the risks associated with product introduction; our revenue could be adversely impacted if any of our significant customers reduces its order levels or fails to order during a reporting period; and other factors, including those set forth under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, and in other documents we have filed with the SEC.

GraphOn and GO-Global are registered trademarks of GraphOn Corp. All other trademarks belong to their respective owners.

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