-----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, RcANq7o9Pfi4DxcOnduRTrtT9LjbqP7r43UoTrVsCZ0Y40pS35yTFKQeETgieDmQ 0UDVxjhkVdf4dmEKVaR9cg== 0001047469-99-028724.txt : 19990728 0001047469-99-028724.hdr.sgml : 19990728 ACCESSION NUMBER: 0001047469-99-028724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990712 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990727 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: SEC FILE NUMBER: 000-21683 FILM NUMBER: 99670997 BUSINESS ADDRESS: STREET 1: 150 HARRISON AVENUE CITY: CAMPBELL STATE: CA ZIP: 94103- BUSINESS PHONE: (408)-370-4080 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) JULY 12, 1999 ------------- GRAPHON CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in charter) DELAWARE 0-21683 13-3899021 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 150 HARRISON AVENUE, CAMPBELL, CA 94103 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 370-4080 ------------------ UNITY FIRST ACQUISITION CORP. 245 FIFTH AVENUE, SUITE 1500 NEW YORK, NEW YORK 10016 - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report.) ITEM 1. CHANGES IN CONTROL OF REGISTRANT (a) On July 12, 1999, Registrant acquired GraphOn Corporation, a California corporation ("GraphOn-CA") (the "Merger") pursuant to an Agreement and Plan of Merger and Reorganization between Registrant and GraphOn-CA, dated as of February 1, 1999, as amended as of June 1, 1999 (as amended, the "Merger Agreement"), filed as Exhibit B to the Registration Statement on Form S-4 originally filed on April 15, 1999. Immediately after the Merger, the holders of GraphOn-CA common stock owned approximately 82.9% of the outstanding shares of common stock of Registrant, issued to them in exchange for all of the outstanding shares of GraphOn-CA common stock. The shares of Registrant common stock issued to the former GraphOn-CA shareholders were new shares issued by Registrant in connection with the Merger. Pursuant to the Merger Agreement, the officers, directors and holders of at least 5% of the shares of GraphOn-CA and Registrant (prior to consummation of the Merger ) (the "GraphOn-CA Affiliates" or "Registrant Affiliates", respectively) entered into a voting agreement pursuant to which they have agreed to vote all shares of Registrant common stock held by them for a slate of directors comprised of not less than five designees of the GraphOn-CA Affiliates and one designee of the Registrant Affiliates for a period of one year following the date of the Merger. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) On July 12, 1999, Registrant acquired GraphOn-CA pursuant to the Merger Agreement. Registrant acquired all of the issued and outstanding capital stock, options and warrants of GraphOn-CA in the Merger. GraphOn-CA, including all of its assets, liabilities, rights, obligations and business, was merged with and into Registrant with Registrant (formerly Unity First Acquisition Corp., renamed GraphOn Corporation, a Delaware corporation) as the surviving entity. GraphOn-CA's principal executive offices were located in Campbell, California and its tangible assets were primarily located in Campbell, California, Bellevue, Washington and Concord, New Hampshire. Pursuant to the Merger Agreement, Registrant issued an aggregate of 9,086,961 shares of Registrant Common Stock to the GraphOn-CA shareholders. Each share of GraphOn-CA Common Stock outstanding immediately prior to the Merger (other than dissenting shares or fractional shares) was converted into the right to receive 0.5576 shares of Registrant Common Stock, and payment of cash in lieu of fractional shares. The description of the agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the provisions of the Merger Agreement, filed as Exhibit B of the Registration Statement on Form S-4 originally filed April 15, 1999 and incorporated herein by reference. (b) Prior to the Merger, GraphOn-CA developed, marketed, sold and supported server-based software for the enterprise computing environment. Server-based computing, sometimes referred to as thin-client computing, is a computing model where traditional desktop software applications are relocated to run entirely on a server or host computer. GraphOn-CA's technology uses a small software program at each desktop, where allows the user to interface with an application as if it were running on the user's desktop computer, reducing the complexity and total costs associated with enterprise computing. GraphOn-CA provided the technology to access applications over the Internet. Registrant intends to continue these operations. ITEM 5 OTHER EVENTS (a) On July 22, 1999, Registrant changed the symbols under which its securities are traded on the OTC Bulletin Board as follows:
Type of Security Previous Symbol Current Symbol ---------------- --------------- -------------- Common Stock UFAC GOJO Class A Warrants UFACW GOJOW Class B Warrants UFACZ GOJOZ Units UFACU GOJOU
ITEM 7. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) The following financial statements were filed as part of the Registration Statement on Form S-4/A, filed June 15, 1999, and are incorporated herein by reference: (1) Report of Independent Accountants (2) GraphOn-CA audited Balance Sheets as of December 31, 1998 and 1997 and unaudited balance sheet as of March 31, 1999 (4) GraphOn-CA Statements of Income for each of the three years ended December 31, 1998, 1997 and 1996 and unaudited Statements of Income for the three months ended March 31, 1999 and 1998 (5) GraphOn-CA Statements of Changes in Stockholders' Equity for the three years ended December 31, 1998, 1997 and 1996 and unaudited Statements of Changes in Stockholders' Equity for the three months ended March 31, 1999 and 1998 (6) GraphOn-CA Statements of Cash Flows for the three years ended December 31, 1998, 1997 and 1996 and unaudited Statements of Cash Flows for the three months ended March 31, 1999 and 1998 (b) PRO FORMA Financial Information. The following PRO FORMA financial information for Registrant was filed as part of the Registration Statement on Form S-4/A, filed June 15, 1999, and is incorporated herein by reference: (1) GraphOn-CA and Registrant unaudited Pro Forma Balance Sheet as of March 31, 1999 (GraphOn-CA) and April 30, 1999 (Registrant) (2) GraphOn-CA and Registrant unaudited Pro Forma Statement of Operations for the years ended December 31, 1998 (GraphOn-CA) and January 31, 1999 (Registrant) (3) GraphOn-CA and Registrant unaudited Pro Forma Statement of Operations for the three months ended March 31, 1999 (GraphOn-CA) and April 30, 1999 (Registrant) (c) Exhibits. The following documents are filed as exhibits to this report: 1. Exhibit 4.1 - Voting Agreement, dated July 12, 1999, among certain affiliates of Registrant and of GraphOn-CA. 2. Exhibit 99.1 - Press Release, dated July 12, 1999, issued by Registrant, announcing the completion of the Merger. ITEM 8. CHANGE IN FISCAL YEAR At the Effective Time, the Registrant determined to change its fiscal year from the year ending July 31 to the year ending December 31. The report covering the transition period will be filed using Form 10-Q. 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. GraphOn Corporation ----------------------------- (Registrant) Date: July 27, 1999 By: /s/ Edmund Becmer ------------------------------ EDMUND BECMER Chief Financial Officer GraphOn Corporation Exhibit Index to Form 8-K
Exhibit No. Description - ----------- ----------- 4.1 Voting Agreement, dated July 12, 1999, among certain affiliates of Registrant and of GraphOn-CA. 99.2 Press Release, dated July 12, 1999, issued by Registrant, announcing the completion of the Merger.
EX-4.1 2 EXHIBIT 4.1 EXHIBIT 4.1 VOTING AGREEMENT dated July 12, 1999 among the persons listed on the signature pages hereof. ---------------------- Certain of the parties hereto presently serve as directors of Unity First Acquisition Corp., a Delaware corporation ("Unity"), and such parties, as well as certain of their Affiliates (as such term is defined in the Merger Agreement) are also stockholders of Unity ("Current Stockholders"). The other parties hereto are directors, and are also stockholders ("New Stockholders") of GraphOn Corporation, a California corporation (the "Company"). Unity and the Company have entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") pursuant to the terms of which the Company will merge with and into Unity, with Unity being the corporation surviving the merger (the "Merger"). Upon consummation of the Merger, shares of common stock of the Company will be converted into shares of common stock, $.0001 par value, of Unity ("Unity Shares"). The Current Stockholders and the New Stockholders (collectively the "Stockholders") are entering into this instrument to evidence their agreement with respect to the voting of Unity Shares owned by each as to the election of directors, and certain related matters. NOW, THEREFORE, the parties agree as follows: 1. VOTING Each Stockholder agrees to vote all Unity Shares over which he possesses voting power in favor of the election of a slate of directors of Unity comprised of (i) one designee of the Current Stockholders and (ii) not less than six designees of the New Stockholders. 2. NOMINATION OF SLATE Each Stockholder agrees to use all reasonable efforts to cause the management of Unity to propose as candidates for the management slate of directors nominees comprised of (i) one designee of the Current Stockholders and (ii) not less than six designees of the New Stockholders. 3. PRESENCE FOR QUORUM PURPOSES Each Stockholder agrees that at any duly called meeting of Stockholders of Unity called for the purpose, among others, of electing directors, he shall be present in person or by proxy for purposes of establishing a quorum. 4. ELECTION OF NEW DIRECTORS Immediately prior to the Effective Time (as defined in the Merger Agreement), the Current Stockholders as directors of Unity will (A) pursuant to the provisions of Unity's By-Laws, increase the number of Unity's directors to at least seven (7), (B) elect not less than seven (7) persons designated by the Current Stockholders as the new directors of Unity, and such Current Stockholders will resign as officers of Unity and (other than Lawrence Burstein) resign as directors of Unity, effective upon consummation of the Merger so that Unity's board of directors shall, immediately after the Merger, be composed of the persons contemplated by Section 1 above. 5. NO RESTRAINT ON ALIENATION The above provisions as to the voting of Unity Shares apply to all Unity Shares owned by each Stockholder at the time of voting or other taking of action but are not intended to, and shall not, limit the freedom of each Stockholder to sell, transfer or otherwise dispose of any Unity Shares owned by him in accordance with applicable law, but subject to any other contractual limitation agreed to by such Stockholder. 6. COOPERATION The parties will cooperate in good faith with each other in carrying out the provisions of this Agreement. 7. TERM This Agreement shall remain in full force and effect for a period of one (1) year following the date hereof. 8. COUNTERPARTS This Voting Agreement may be executed in counterparts, each of which shall constitute an original, and all of which originals, when taken together, shall constitute one and the same Agreement. 9. GOVERNING LAW This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. 2 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written. /s/ Walter Keller ------------------------------ Walter Keller /s/ Thomas A. Bevilacqua ------------------------------ Thomas A. Bevilacqua /s/ Eric Kim ------------------------------ Eric Kim /s/ Robert Dilworth ------------------------------ Robert Dilworth /s/ August P. Klein ------------------------------ August P. Klein /s/ Michael O'Reilly ------------------------------ Michael O'Reilly /s/ Robin Ford ------------------------------ Robin Ford /s/ Edmund Becmer ------------------------------ Edmund Becmer /s/ Vince Pfeifer ------------------------------ Vince Pfeifer COREL CORPORATION /s/ Mitch Desrochers ------------------------------ By: Mitch Desrochers Title: Vice President Finance and Controller 3 KEVIN KIMBERLIN PARTNERS /s/ Kevin Kimberlin ------------------------------ By: Kevin Kimberlin Title: General Partner 4 EX-99.1 3 EXHIBIT 99.1 EXHIBIT 99.1 GRAPHON CORPORATION, UNITY FIRST ACQUISITION CORP. COMPLETE MERGER CAMPBELL, CA - JULY 12, 1999 -GraphOn Corporation (www.graphon.com) today announced the consummation of a merger with Unity First Acquisition Corp. (OTC BB: UFAC). In the agreement, Unity First, a publicly traded acquisition corporation, acquired GraphOn and changed its name to GraphOn Corporation. GraphOn's operations and management team will continue in their existing roles with the newly public company in GraphOn's business as a leading provider of thin, connectivity software. GraphOn software enables enterprises to extend their applications to a wide variety of PCs and desktop devices over dial-up, WAN and Internet connections. This technology provides efficient, cost-effective access to applications by new and existing markets by web-enabling applications for the enterprise and the emerging Application Service Provider (ASP) industry. Unity First announced its intent to consummate a merger and acquisition of GraphOn earlier this year. GraphOn completed a $5.175 million private placement of common stock in late January. "The Unity First merger provides GraphOn with significant capital for expansion," said Walt Keller, president of GraphOn. "With this capital, GraphOn intends to increase its sales and marketing efforts in the U.S. and international markets, attract and retain key management and other personnel, acquire technologies and companies and further develop existing and new software." Keller continued, "GraphOn has established strategic alliances with major technology leaders and brings today's most powerful applications to the desktop without rewrites to the software or changes to the corporate computing infrastructure, lowering total cost of ownership." The merger was approved by the shareholders of both companies and is expected to provide GraphOn with additional operating capital of $5.4 million. As previously announced, GraphOn shareholders will receive a fixed exchange ratio of 0.5576 share of Unity common stock for each share of GraphOn common stock. In addition, Unity First has filed an application with the Nasdaq for inclusion in the SmallCap Market and to change its ticker symbol from UFAC to GOJO. ABOUT GRAPHON GraphOn Corporation develops and markets thin, server-based software to speed, centralize and simplify enterprise computing and enable efficient network deployment of applications to a wide variety of devices. In addition to jBridge which GraphOn acquired from Corel Corporation in December 1998, GraphOn products include GO-Global, the first thin client X server for PCs running Microsoft Windows; GO-Joe, the first thin client X server for Java; and GO-Between, the first thin client X server for multi-user NT (such as Microsoft Terminal Server and Citrix WinFrame). Fully functional demos of GraphOn's products are downloadable from the company's website (http://www.graphon.com). The company is headquartered in Campbell, California and has offices in Seattle, Washington and Concord, New Hampshire. ABOUT UNITY FIRST Unity First Acquisition Corp. (OTC Bulletin Board - UFAC; UFACW; UFACZ) was formed in May 1996 to serve as a vehicle to effect a merger or similar business combination with an operating business which Unity First believes has significant growth potential. Unity First consummated an initial public offering of its equity securities in November 1996 from which it derived net proceeds in excess of $6 million. 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, PC SHIPMENT GROWTH, PRODUCT MIX, COMPETITIVE PRODUCTS AND PRICING, TECHNOLOGICAL SHIFTS AND OTHER VARIABLES. READERS ARE ALSO REFERRED TO UFAC's MOST RECENT REPORTS ON FORM S-4, FORM 10-K AND 10-Q AND OTHER REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. GRAPHON, GO-JOE, GO-GLOBAL, GO-BETWEEN, GLOBALHOST, AND RAPIDX ARE TRADEMARKS OR REGISTERED TRADEMARKS OF GRAPHON CORP. IN THE USA AND OTHER COUNTRIES. -----END PRIVACY-ENHANCED MESSAGE-----