8-K

UNITED STATES 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):
June 14, 2005

Unify Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11807	94-2710559
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

2101 Arena Boulevard
Sacramento, California 95834
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(916) 928-6400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Result of Operations and Financial Condition

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On June 14, 2005, Unify Corporation (the “Company”) issued a press release regarding the Company’s financial results for its four fiscal quarter and fiscal year ended April 30, 2005. The full text of the Company’s press release is attached hereto as Exhibit 99.1

In the press release the Company provided certain non-GAAP financial measures, specifically, the reconciliation of GAAP net income to non-GAAP net income (loss) for both the most recently completed fourth quarter and the prior year period, as well as a comparison on a year over year basis.

Reflected in the reconciliation were certain adjustments included in the measurement of GAAP net income that the Company believes are useful in explaining to investors its net loss from ongoing operations.  The Company believes this non-GAAP measure is useful because it permits investors to evaluate important expense and recovery components that may not be apparent from use of the most directly comparable GAAP financial measure.

In the conference call referred to in the press release, the Company provided certain non-GAAP financial measures, including, the affect of certain adjustments on GAAP operating expenses in determining non-GAAP operating expenses, in comparison on a year-to-date basis, year over year, which the Company believes is useful because it permits investors to evaluate important expense and recovery components that may not be apparent from use of the most directly comparable GAAP financial measure.  A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is set forth below:

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Reconciliation of GAAP Net Loss to Non-GAAP Net Loss:

	Quarter Ended April 30, 2005			Quarter Ended April 30, 2004			Twelve Months ended April 30, 2005			Twelve Months ended April 30, 2004
GAAP Net Loss	$	(948,000	)	$	(457,000	)	$	(2,706,000	)	$	(1,010,000	)
Adjustments :
Severance & Restructuring Charges	150,000						850,000			200,000
Acquisition Related Expenses	200,000						330,000
Earn out and Amortization	150,000						150,000
Write-down of Other Investments										175,000
Special Charges (Recoveries) (1)							(150,000		)	110,000
Non-GAAP Net Loss	$	(448,000	)	$	(457,000	)	$	(1,526,000	)	$	(525,000	)

(1) Special charges (recoveries) related primarily to litigation expenses

The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance.  Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.  A transcript of the portions of the conference call discussing Non-GAAP financial measures is attached hereto as Exhibit 99.2.

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Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On June 14, 2005, Unify Corporation announced the appointment of Steven Bonham as its Chief Financial Officer. A copy of the press release is attached as Exhibit 99.3 to this report and is incorporated herein by reference.

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ITEM 9.01. Financial Statements and Exhibits

c. Exhibits

Exhibit Number	Description
99.1	Press release dated June 14, 2005
99.2	Transcript of Portion of June 14, 2005 Conference Call
99.3	Press release dated June 14, 2005

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SIGNATURE

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 thereunto duly authorized.

Unify Corporation
(Registrant)
Date: June 20, 2005
By:	/s/  Todd E. Wille
	Todd E. Wille
	President and CEO
	(Acting Principal Financial and Accounting Officer)

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EX-99.1

Exhibit 99.1

Unify Announces Fourth Quarter and Fiscal Year 2005 Results

SACRAMENTO, Calif., Jun 14, 2005 (BUSINESS WIRE) — Unify Corp. (OTCBB:UNFY), a leading provider of business process automation solutions including specialty vertical applications today announced financial results for the fourth quarter and fiscal year ended April 30, 2005.

Fourth quarter total revenue was $2.8 million, compared to $3.2 million in the fourth quarter of the prior year. Software licenses revenue was $1.3 million, compared to $1.7 million for the prior year comparative period.

Under U.S. generally accepted accounting principals (GAAP), the Company’s net loss for the fourth quarter was $948,000, or $0.03 loss per share, compared to a $457,000 net loss or $0.02 loss per share in the comparable period last year. Excluding certain charges that are contained in the reconciliation of GAAP net loss to non-GAAP net loss table below, pro forma net loss for the quarter was $448,000, compared to a $457,000 net loss in the comparable period last year.

For the fiscal year ended April 30, 2005, total revenue was $11.3 million, compared to $11.9 million in the prior fiscal year. Software licenses revenue for the year was $5.2 million, compared to $6.1 million in fiscal 2004. On a GAAP basis, net loss for the year was $2.7 million or $0.10 loss per share, compared to a $1.0 million loss or $0.05 loss per share in the prior year. Excluding certain charges that are contained in the reconciliation of GAAP net loss to non-GAAP net loss table below, pro forma net loss for the year was $1.5 million, compared to $525,000 in the same period last year.

The Company ended fiscal 2005 with cash and cash equivalents of $3.7 million, compared to $6.6 million at April 30, 2004.

Reconciliation of GAAP Net Loss to Non-GAAP Net Loss:

	Quarter Ended April 30, 2005			Quarter Ended April 30, 2004			Twelve Months Ended April 30, 2005			Twelve Months Ended April 30, 2004
GAAP Net Loss	$	(948,000	)	$	(457,000	)	$	(2,706,000	)	$	(1,010,000	)
Adjustments:
Severance & Restructuring Charges	150,000						850,000			200,000
Acquisition Related Expenses	200,000						330,000
Earn out and Amortization	150,000						150,000
Write-down of Other Investments										175,000
Special Charges (Recoveries) (1)							(150,000		)	110,000
Non-GAAP Net Loss	$	(448,000	)	$	(457,000	)	$	(1,526,000	)	$	(525,000	)

(1) Special charges (recoveries) related primarily to litigation Expenses

“Fiscal 2005 was a year of positive developments as well as disappointments for Unify,” said Todd Wille, president and CEO. “A year ago we were well into execution of a strategy focused solely on Unify NXJ as the growth engine for the company. But we quickly learned that selling NXJ into horizontal markets didn’t scale. Businesses instead were requiring solutions to specific problems, rather than technology. We rapidly made the adjustment to a vertical market strategy that leveraged NXJ in specialty niche solutions.”

“We’re pleased with the successful acquisition and integration of Acuitrek during the quarter that enabled us to leapfrog into a new market with our comprehensive NavRisk application and solid customer base,” added Wille. “During the fourth quarter, we generated more than $400,000 in new NavRisk contract bookings, which will convert to revenue in the second quarter of fiscal 2006. Additionally, we generated more than $250,000 in contract bookings for ViaMode, our transportation labor management application that will convert to revenue over the next two quarters, further solidifying our solutions focus.”

“Our planned revenue growth in fiscal 2006 will be driven from our four customer segments, consisting of our enterprise installed base, NXJ customers, and new NavRisk and ViaMode customer wins. With the significant reductions in our cost structure during fiscal 2005 and reduced discretionary spending for fiscal 2006, we expect to be profitable in the second half of the year,” concluded Wille.

Conference Call

Unify will hold its conference call on June 14, 2005, beginning at 2 p.m. Pacific Time. Listeners should dial 800-938-0653 prior to the start of the conference call. The conference call will also be Webcast. Online listeners can visit the investor relations section at www.unify.com prior to the start of the call for login information. A replay of the conference call will be available until June 30, 2005 by dialing 877-519-4471 and entering the passcode 6080028.

About Unify

Unify (OTCBB:UNFY) provides business process automation solutions, including market leading applications for specialty markets within the insurance and transportation industries. Unify’s solutions deliver a broad set of capabilities for automating business processes, integrating existing information systems and delivering collaborative information. Through its industry expertise and market leading technologies, Unify helps organizations drive business optimization, apply governance and increase customer service. Unify is headquartered in Sacramento, Calif. with offices in London and Paris, and a worldwide network of global distributors. Contact Unify at 916-928-6400 or visit www.unify.com.

This press release contains “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934 as amended. Forward looking statements are denoted by words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and other variations of such words and similar expressions are intended to identify such forward-looking statements. These forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the Company’s forward looking statements. Such risks and uncertainties include, but are not limited to general economic conditions in the computer and software industries, domestically and worldwide, the Company’s ability to keep up with technological innovations in relation to its competitors, product defects or delays, developments in the Company’s relationships with its customers, distributors and suppliers, changes in pricing policies of the Company or its competitors and the Company’s ability to attract and retain employees in key positions. In addition, Unify’s forward looking statements should be considered in the context of other risks and uncertainties discussed in the Company’s SEC filings available for viewing on its web site at “Investor Relations,” “SEC filings” or from the SEC at www.sec.gov.

UNIFY CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

	April 30, 2005			April 30, 2004
Assets
Current assets:
Cash and cash equivalents	$	3,675		$	6,606
Accounts receivable, net	2,611			2,848
Prepaid expense & other current assets	656			543
Total current assets	6,942			9,997
Property and equipment, net	429			338
Other investments	214			214
Deferred royalty expense	425
Intangible assets	970
Other assets	166			194
Total assets	$	9,147		$	10,743
Liabilities and Stockholders’ Equity
Current liabilities:
Line of credit	$	—		$	—
Current portion of long term debt	166			146
Account payable	739			523
Other accrued liabilities	1,336			1,340
Accrued compensation and related expenses	721			812
Deferred revenue	3,220			3,360
Total current liabilities	6,182			6,181
Long term royalty payable	514
Long term support obligations	123
Other long term liabilities	103			70
Total long term liabilities	740			70
Commitments and contingencies
Stockholders’ equity:
Common stock	38			27
Additional paid in capital	63,578			63,205
Accumulated other comprehensive loss	73			18
Accumulated deficit	(61,465		)	(58,758		)
Total stockholders’ equity	2,224			4,492
Total liabilities and stockholders’ equity	$	9,147		$	10,743

UNIFY CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended April 30,						Twelve Months Ended April 30,
	2005			2004			2005			2004
Revenues:
Software Licenses	$	1,255		$	1,684		$	5,205		$	6,111
Services	1,518			1,492			6,098			5,814
Total revenues	2,773			3,176			11,303			11,925
Cost of Revenues:
Software licenses	81			182			345			595
Services	249			349			1,326			1,299
Total cost of revenues	330			531			1,671			1,894
Gross profit	2,443			2,645			9,632			10,031
Operating Expenses:
Product development	704			699			2,814			2,996
Selling, general and administrative	2,694			2,386			9,560			7,840
Write-down of other investments	—			—			—			175
Total operating expenses	3,398			3,085			12,374			11,011
Loss from operations	(956		)	(440		)	(2,742		)	(980		)
Other income (expense), net	9			(20		)	44			(27		)
Loss before income taxes	(947		)	(460		)	(2,698		)	(1,007		)
Provision (recovery) for income taxes	1			(3		)	8			3
Net loss	$	(948	)	$	(457	)	$	(2,706	)	$	(1,010	)
Net loss per share:
Basic	$	(0.03	)	$	(0.02	)	$	(0.10	)	$	(0.05	)
Dilutive	$	(0.03	)	$	(0.02	)	$	(0.09	)	$	(0.05	)
Shares used in computing net loss per share:
Basic	28,287			21,821			28,145			21,558
Dilutive	29,188			21,821			29,169			21,558

EX-99.2

Exhibit 99.2

Transcript of Portion of June 14, 2005 Conference Call

During the Q3 call, we stated we would dramatically decrease total expenses as part of our plan to return to profitability.  On a pre-acquisition basis, our target spending for Q4 was $2.9 million versus fiscal 2004 fourth quarter spending of $3.6 million.  We did achieve our spending target of $2.9 million after subtracting the Acuitrek expenses of $300,000 and the additional non-operating costs of $500,000. Those non-operating costs consist of the reorganization of sales teams totaling $150,000, acquisition related expenses of $200,000, and the acquisition earn out and amortization expenses of $150,000.

For the next three quarters, we expect the total expense run rate to be $3.2 million per quarter which includes cost of revenues and operating costs, but excludes acquisition earn-out and amortization costs.

Under generally accepted accounting principals the company’s Q4 net loss was $948,000 or ($0.03) loss per share, compared to a $457,000 loss or ($0.02) loss per share in the prior year period. Excluding the non-operating costs I mentioned earlier, the company’s pro forma net loss for the quarter was $448,000 compared to a loss of $457,000 in the same period last year.

GAAP net loss for the year was $2.7 million or ($0.10) loss per share, compared to a loss of $1 million or ($0.05) loss per share in the prior year.

Pro forma loss for the year was $1.5 million, compared to a $525,000 loss last year.  The reconciliation of GAAP to Non-GAAP net loss is detailed in our press release.

EX-99.3

Exhibit 99.3

Unify Announces the Appointment of Steven Bonham
as Chief Financial Officer

SACRAMENTO, Calif., – June 14, 2005 – Unify Corp. (OTC BB: UNFY), a leading provider of business process automation solutions including specialty vertical applications, today announced that Steven Bonham has been appointed chief financial officer effective June 27, 2005.

For the past eight years Bonham has served as the chief financial officer for LexisNexis Examen, a recently acquired subsidiary of LexisNexis that provides legal spend management solutions to Fortune 1000 legal departments.  Prior to LexisNexis Examen, Bonham spent eight years with Foundation Health Corp., a Fortune 500 publicly traded managed care insurance company, most recently serving as the vice president of finance for the California Heath Care and Specialty Services divisions. Bonham, a licensed certified public accountant, has a bachelor’s degree in accounting from California State University, Sacramento.

“Steven brings strong credentials in software executive management, accounting and operations having served with vertical solutions-focused companies throughout most of his career,” said Todd Wille, president and CEO of Unify.  “As Unify expands its specialty market strategy, we look forward to leveraging Steven’s background and expertise to capitalize on the opportunities before us and take Unify to the next level. We enthusiastically welcome Steven to the team.”

About Unify

Unify provides business process automation solutions, including market leading applications for specialty markets within the insurance and transportation labor industries.  Unify’s solutions deliver a broad set of capabilities for automating business processes, integrating existing information systems and delivering collaborative information.  Through its industry expertise and market leading technologies, Unify helps organizations drive business optimization, apply governance and increase customer service. Unify is headquartered in Sacramento, Calif. with offices in London and Paris, and a worldwide network of global distributors. Contact Unify at 916-928-6400 or visit www.unify.com.

This press release contains “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934 as amended. Forward looking statements are denoted by words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and other variations of such words and similar expressions are intended to identify such forward-looking statements. These forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the Company’s forward looking statements. Such risks and uncertainties include, but are not limited to general economic conditions in the computer and software industries, domestically and worldwide, the Company’s ability to keep up with technological innovations in relation to its competitors, product defects or delays, developments in the Company’s relationships with its customers, distributors and suppliers, changes in pricing policies of the Company or its competitors and the Company’s ability to attract and retain employees in key positions. In addition, Unify’s forward looking statements should be considered in the context of other risks and uncertainties discussed in the Company’s SEC filings available for viewing on its web site at “Investor Relations,” “SEC filings” or from the SEC at www.sec.gov.

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