SC 13D/A 1 unify13dt7.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _7 ) 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. 527 Madison Avenue, Suite 2600 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) April 30, 2009 (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: 2,706,564* Owned by Each Reporting 9. Sole Dispositive Power: 0* Person With 10. Shared Dispositive Power: 2,706,564* 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,706,564* 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): 35.1% * 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 276,890 shares of Common Stock, 201,251 warrants to purchase 61,891 common shares and $181,970 Debenture convertible into 36,394 shares of common stock owned by Special Situations Cayman Fund, L.P., 829,087 shares of Common Stock, 610,605 Warrants to purchase 181,805 common shares and $559,907 Debenture convertible into 111,981 common shares, owned by Special Situations Fund III QP, L.P., 440,775 shares of Common Stock, 325,665 Warrants to purchase 100,545 common shares and $293,951 Debenture convertible into 58,790 common shares owned by Special Situations Private Equity Fund, L.P., 74,253 shares of Common Stock, 60,978 Warrants to purchase 18,098 common shares and $55,991 Debenture convertible into 11,198 common shares owned by Special Situations Technology Fund, L.P. and 369,342 shares of Common Stock, 278,083 Warrants to purchase 85,123 common shares and $251,958 Debenture convertible into 50,392 common shares, 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 Special Situations Fund III QP, L.P. (?SSFQP?). Marxe and Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general partner of Special Situations Private Equity Fund, L.P. (?SSPE?), and members of SST Advisers, L.L.C. (?SSTA?), the general partner of Special Situations Technology Fund, L.P. (?Technology?) and Special Situations Technology Fund II, L.P. (?Tech II?). AWM serves as the investment adviser to SSFQP, SSPE, Technology, and Tech II. (SSFQP, 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 527 Madison Avenue, Suite 2600, 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. This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?). Special Situations Cayman Fund, L.P. owns 276,890 shares of Common Stock, 201,251 warrants to purchase 61,891 common shares and $181,970 Debenture convertible into 36,394 shares of common stock or 5.3% of the shares outstanding, Special Situations Fund III QP, L.P. owns 829,087 shares of Common Stock, 610,605 Warrants to purchase 181,805 common shares and $559,907 Debenture convertible into 111,981 common shares or 15.4% of the shares outstanding, Special Situations Private Equity Fund, L.P. owns 440,775 shares of Common Stock, 325,665 Warrants to purchase 100,545 common shares and $293,951 Debenture convertible into 58,790 common shares or 8.4% of the shares outstanding, Special Situations Technology Fund, L.P. owns 74,253 shares of Common Stock, 60,978 Warrants to purchase 18,098 common shares and $55,991 Debenture convertible into 11,198 common shares or 1.5% of the shares outstanding and Special Situations Technology Fund II, L.P. owns 369,342 shares of Common Stock, 278,083 Warrants to purchase 85,123 common shares and $251,958 Debenture convertible into 50,392 common shares or 7.1% of the shares outstanding. 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 1,990,347 shares of Common Stock, 1,476,582 Warrants to purchase 447,462 common shares and $1,343,777 Debenture convertible into 268,755 common shares or 35.1% of the shares outstanding. The following table reflects the exercise of warrants in exchange for common shares and new warrants.There have been no other dispositions or acquisitions within the sixty days preceding the date of the event that required the filing of this statement, other than those previously reported on 13D Filed April 9, 2009, file number 0001044321-09-000104: A. Special Situations Fund III QP, L.P. Date Quantity Average Price April 2009 (Purchases) 186,513 Common Shares $2.50 April 2009 74,605 Warrants $0 Date Quantity Average Price (Sales) April 2009 854,646 Warrants $0 B. Special Situations Cayman Fund, L.P. Date Quantity Average Price April 2009 (Purchases) 67,628 Common Shares $2.50 April 2009 27,051 Warrants $0 Date Quantity Average Price (Sales) April 2009 309,880 Warrants $0 C. Special Situations Private Equity Fund, L.P. Date Quantity Average Price April 2009 (Purchases) 110,662 Common Shares $2.50 April 2009 44,265 Warrants $0 Date Quantity Average Price (Sales) April 2009 507,080 Warrants $0 D. Special Situations Technology Fund, L.P. Date Quantity Average Price April 2009 (Purchases) 18,445 Common Shares $2.50 April 2009 7,378 Warrants $0 Date Quantity Average Price (Sales) April 2009 84,520 Warrants $0 E. Special Situations Technology Fund II, L.P. Date Quantity Average Price April 2009 (Purchases) 422,520 Common Shares $2.50 April 2009 36,883 Warrants $0 Date Quantity Average Price (Sales) April 2009 92,208 Warrants $0 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: May 11, 2009 /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 -4- S5313/1 05/11/09 1278889.03 -2- S5313/1 1278889.03