0001044321-05-000014.txt : 20120705
0001044321-05-000014.hdr.sgml : 20120704
20050204165333
ACCESSION NUMBER: 0001044321-05-000014
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050204
DATE AS OF CHANGE: 20050204
GROUP MEMBERS: AUSTIN W. MARXE
GROUP MEMBERS: AWM INVESTMENT COMPANY, INC.
GROUP MEMBERS: DAVID M. GREENHOUSE
GROUP MEMBERS: MG ADVISERS, L.L.C.
GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP
GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS FUND III, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND, L.P.
GROUP MEMBERS: SST ADVISERS, L.L.C.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: UNIFY CORP
CENTRAL INDEX KEY: 0000880562
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 770427069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0430
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-50205
FILM NUMBER: 05577801
BUSINESS ADDRESS:
STREET 1: 181 METRO DR
STREET 2: 3RD FL
CITY: SAN JOSE
STATE: CA
ZIP: 95110
BUSINESS PHONE: 4084674500
MAIL ADDRESS:
STREET 1: 181 METRO DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95110
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M
CENTRAL INDEX KEY: 0001044321
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 153 E 53RD ST
STREET 2: 55ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2122076500
MAIL ADDRESS:
STREET 1: 153 E 53RD ST
STREET 2: 55TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13D/A
1
unify13dt.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _1_ )
Unify Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
904743101
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
153 East 53rd Street Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ?
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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. 904743101
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 8,339,460*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power: 8,339,460*
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,339,460*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 27.8% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 845,400 shares of Common Stock, and 309,880 Warrants
owned by Special Situations Cayman Fund, L.P., 2,520,700 shares of Common
Stock, and 929,560 Warrants owned by Special Situations Fund III, L.P.,
1,358,200 shares of Common Stock, and 507,080 Warrants owned by Special
Situations Private Equity Fund, L.P., 227,200 shares of Common Stock, and
84,520 Warrants owned by Special Situations Technology Fund, L.P. and
1,134,400 shares of Common Stock and 422,520 Warrants owned by Special
Situations Technology Fund II, L.P.
See Items 2 and 5 of this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the common stock and warrants of Unify
Corporation (the ?Issuer?). The Issuer?s principal executive officers are
located at 2101 Arena Blvd., Suite 100, Sacramento CA 95834
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of and investment adviser
to Special Situations Cayman Fund, L.P. (?Cayman?). AWM also serves as the
general partner of MGP Advisers Limited Partnership (?MGP?), the general partner
of and investment adviser to Special Situations Fund III, L.P. (?SSF3?). Marxe
and Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general
partner of and investment adviser to Special Situations Private Equity Fund,
L.P. (?SSPE?), and members of SST Advisers, L.L.C. (?SSTA?), the general
partner of and investment adviser to Special Situations Technology Fund, L.P.
(?Technology?) and the Special Situations Technology Fund II, L.P. (?Tech II?)
(SSF3, Cayman, SSPE, Technology and Tech II will hereafter be referred to as,
the ?Funds?).
The principal office and business address of the Reporting Persons, is 153 East
53rd Street, 55th Floor, New York NY 10022.
The principal business of each Fund is to invest in equity and equity-related
securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
have either of them been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase the
securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been acquired by
each of the Funds for investment purposes and not with the purpose or effect of
changing or influencing control of the Issuer. Each Fund acquired the
securities in the ordinary course of business and is holding the securities for
the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
Cayman owns 845,400 shares of Common Stock and 309,880 Warrants, or
4.1% of the shares outstanding, SSF3 owns 2,520,700 shares of Common Stock and
929,560 Warrants, or 12.0% of the shares outstanding, SSPE owns 1,358,200 shares
of Common Stock and 507,080 Warrants, or 6.6% of the outstanding shares,
Technology owns 227,200 shares of Common Stock and 84,520 Warrants or 1.1% of
the outstanding shares, and Tech II owns 1,134,400 shares of common stock
and 422,520 warrants or 5.5% of the outstanding shares. Messrs. Marxe and
Greenhouse share the power to vote and direct the disposition of all shares
of Common Stock owned by each of the Funds. Messrs. Marxe and Greenhouse are
deemed to beneficially own a total of 6,085,900 shares of Common Stock and
2,253,560 Warrants or 27.8% of the outstanding shares.
The following table reflects the acquisitions of Common Stock
purchased by each of the Funds during the sixty days preceding the date of
the event that required the filing of this statement.
A. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
During December 2004
(Purchases)
55,200
@.50
During January 2005
15,500
@.54
Date
Quantity
Average Price
(Sales)
B. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
During December 2004
(Purchases)
85,500
@.50
During January 2005
5,000
@.55
Date
Quantity
Average Price
(Sales)
C. Special Situations Technology Fund, L.P.
Date
Quantity
Average Price
During December 2004
(Purchases)
15,200
@.50
During January 2005
700
@.55
Date
Quantity
Average Price
(Sales)
D Special Situations Technology Fund II, L.P.
Date
Quantity
Average Price
During December 2004
(Purchases)
74,800
@.50
During January 2005
3,300
@.55
Date
Quantity
Average Price
(Sales)
E. Special Situations Fund III, L.P.
Date
Quantity
Average Price
During December 2004
(Purchases)
156,300
@.50
During January 2005
40,500
@.54
Date
Quantity
Average Price
(Sales)
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Messrs. Marxe and
Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
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 3, 2005
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13D to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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