0001104659-05-007140.txt : 20120628 0001104659-05-007140.hdr.sgml : 20120628 20050217101522 ACCESSION NUMBER: 0001104659-05-007140 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050217 DATE AS OF CHANGE: 20050217 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47429 FILM NUMBER: 05622809 BUSINESS ADDRESS: STREET 1: 3130 WINKLE AVENUE CITY: SANTA CRUZ STATE: CA ZIP: 95065 BUSINESS PHONE: 8004727466 MAIL ADDRESS: STREET 1: 3130 WINKLE AVENUE CITY: SANTA CRUZ STATE: CA ZIP: 95065 FORMER COMPANY: FORMER CONFORMED NAME: UNITY FIRST ACQUISITION CORP DATE OF NAME CHANGE: 19960823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKOWITZ HERSHEL CENTRAL INDEX KEY: 0001280131 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O HAHN & HESSEN LLP STREET 2: 488 MADISON AVE. 14TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124787224 MAIL ADDRESS: STREET 1: C/O HAHN & HESSEN STREET 2: 488 MADISON AVE. 14TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 a05-3600_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No.  1  )

 

GRAPHON CORPORATION

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $.0001 PER SHARE

(Title of Class of Securities)

 

388 707 101

(CUSIP Number)

 

February 2, 2005

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 (“Act”) 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

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
HERSHEL BERKOWITZ

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,978,261

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
1,978,261

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,978,261

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2


 

Item 1.

 

(a)

Name of Issuer
GraphOn Corporation (“GraphOn”)

 

(b)

Address of Issuer’s Principal Executive Offices
3130 Winkle Avenue
Santa Cruz, California 95065

 

Item 2.

 

(a)

Name of Person Filing
Hershel Berkowitz

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business office of Hershel Berkowitz is 441 Yeshiva Lane, Apt. 1A, Baltimore, Maryland 21208.

 

(c)

Citizenship
Hershel Berkowitz is a United States citizen

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
388 707 101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

N/A

 

3


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

An aggregate of 1,978,261 shares.  The amount beneficially owned by the reporting persons includes (i) 652,174 shares of Common Stock currently held, (ii) 326,087 shares of Common Stock currently issuable upon exercise of warrants, (iii) 666,700 shares of Common Stock issuable upon the automatic conversion of Series A Participating Convertible Preferred Stock (subject to approval of an amendment to the Restated Certificate of Incorporation of GraphOn (the “Amendment”) by GraphOn’s shareholders), and (iv) 333,300 shares of Common Stock issuable upon exercise of warrants that will be exercisable to purchase Common Stock upon the approval of the Amendment.  If the Amendment is not timely approved, the 666,700 shares and 333,300 shares referred to in (iii) and (iv) will not be deemed beneficially owned.  The reporting person has assumed, for purposes of §§240.13d-3(d)(1), that the Amendment will be adopted within sixty days of the filing of this Schedule 13G.

 

(b)

Percent of class:   

4.2%

 

(c)

Number of shares as to which Hershel Berkowitz has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,978,261

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of    

1,978,261

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

N/A

 

Item 8.

Identification and Classification of Members of the Group

 

N/A

 

Item 9.

Notice of Dissolution of Group

 

N/A

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

4


 

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: February 15, 2005

 

Date

 


/s/ HERSHEL BERKOWITZ

 

Signature

 


HERSHEL BERKOWITZ

 

Name/Title

 

5