S-8

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Filed with the Securities and Exchange Commission on August 23, 2002

Registration No.                  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Unify Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 77-0427069
(I.R.S. employer identification no.)

2101 Arena Blvd., Suite 100
Sacramento, CA 95834
(Address of principal executive offices) (Zip code)

Unify Corporation 2002 Director Restricted Stock Plan
(Full title of the plan)

David Adams, Chief Financial Officer
Unify Corporation
2101 Arena Blvd., Suite 100
Sacramento, CA 95834
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (916) 928-6400

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.

CALCULATION OF REGISTRATION FEE

Title of securities to be registered1	Amount to be registered2	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
2002 Director Restricted Stock Plan
Common Stock ($0.001 par value)	222,728	$0.553	$122,5003	$11.27
	277,272	$0.504	$138,6364	$12.75
Total	500,000		$261,136	$24.02

¹

The securities to be registered include options and rights to acquire Common Stock.

²

Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

³

Estimated pursuant to Rule 457(h) solely for purposes of calculating the registration fee. The price is computed on the basis of the closing price of the Common Stock on May 9, 2002, the date of grant of the options.

⁴

Estimated pursuant to Rule 457(h) solely for purposes of calculating the registration fee. The price is based upon the average of the high and low prices of the Common Stock on August 21, 2002, as reported on the Over the Counter Bulletin Board.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

        Unify Corporation (the "Company") hereby incorporates by reference in this registration statement the following documents:

        (a)  The Company's Annual Report on Form 10-K for the year ended April 30, 2002, as filed with the Commission on July 26, 2002 (File Number 001-11807).

        (b)  All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the document referred to in (a) above.

        (c)  The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities

        The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts and Counsel

        Inapplicable.

Item 6.    Indemnification of Directors and Officers

        The Company's Restated Certificate of Incorporation and Bylaws provide that the Company shall indemnify its directors, officers, employees and agents to the full extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. In addition, the Company has entered into separate indemnification agreements with its directors and officers which would require the Company, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified and to maintain directors' and officers' liability insurance, if available on reasonable terms.

        These indemnification provisions may be sufficiently broad to permit indemnification of the Company's officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Item 7.    Exemption From Registration Claimed

        Inapplicable.

Item 8.    Exhibits

        See Exhibit Index.

Item 9.    Undertakings

        (a)    Rule 415 Offering

        The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        (i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

        (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)    Filing incorporating subsequent Exchange Act documents by reference

        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (h)    Request for acceleration of effective date or filing of registration statement on Form S-8

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURE

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on August 22, 2002.

UNIFY CORPORATION
By:	/s/  TODD WILLE Todd Wille Chief Executive Officer

POWER OF ATTORNEY

        The officers and directors of Unify Corporation whose signatures appear below, hereby constitute and appoint Todd Wille and David Adams, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2002.

Signature	Title
/s/  TODD WILLE Todd Wille	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/  DAVID ADAMS David Adams	Chief Financial Officer (Principal Financial and Accounting Officer)
/s/  KURT M. GARBE Kurt M. Garbe	Director
/s/  TERY R. LARREW Tery R. Larrew	Director
/s/  JACK CORRIE Jack Corrie	Director
/s/  STEVEN D. WHITEMAN Steven D. Whiteman	Director

EXHIBIT INDEX

4.1	Restated Certificate of Incorporation of the Company is incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission effective April 6, 1996 (File No. 333-3834)
4.2	Bylaws of the Company are incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission effective April 6, 1996 (File No. 333-3834)
5	Opinion re legality
23.1	Consent of Counsel (included in Exhibit 5)
23.2	Independent Auditors' Consent
24	Power of Attorney (included in signature pages to this registration statement)

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption From Registration Claimed
Item 8. Exhibits
Item 9. Undertakings

SIGNATURE
POWER OF ATTORNEY
EXHIBIT INDEX

EX-5

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EXHIBIT 5

OPINION RE LEGALITY

[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA 94301-1825
Phone: 650-833-2000        Fax: 650-833-2001        www.graycary.com

August 23, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

As legal counsel for Unify Corporation, a Delaware corporation (the Company"), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 500,000 shares of the Common Stock, $0.001 par value, of the Company which may be issued pursuant to the 2002 Director Restricted Stock Plan (the "Plan").

We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of California and we express no opinion concerning any law other than the law of the State of California, the corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of California..

Based on such examination, we are of the opinion that the 500,000 shares of Common Stock which may be issued pursuant to the Plan, are duly authorized shares of the Company's Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement.

Respectfully submitted,

/s/ Gray Cary Ware & Freidenrich LLP

GRAY CARY WARE & FREIDENRICH LLP

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EXHIBIT 5

EX-23.2

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EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of Unify Corporation on Form S-8 of our report (which is unqualified and contains an explanatory paragraph regarding the substantial doubt about the Company's ability to continue as a going concern) dated May 23, 2002, appearing in the Annual Report on Form 10-K of Unify Corporation for the year ended April 30, 2002.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

San Jose, California
August 20, 2002

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EXHIBIT 23.2