425

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):
March 14, 2006

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):

ý 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 8.01 Other Events.

On March 14, 2006, Unify Corporation (“Unify”) announced that it has entered into a definitive agreement with Warp Technology Holdings, Inc. operating under the name Halo Technology Holdings (“Halo”), whereby Halo will acquire Unify in a stock for stock merger transaction.

A copy of the joint press release issued by Halo and Unify on March 14, 2006 with regard to the transaction is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.

Forward-Looking Statements Safe Harbor

Certain statements contained in this current report regarding HALO’s and Unify’s future operating results or performance or business plans or prospects and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words “believe,” “expect,” “anticipate,” “intend,” “should,” “will,” “planned,” “estimated,” “potential,” “goal,” “outlook,” and similar expressions, as they relate to either company or their management, have been used to identify such forward-looking statements. All forward-looking statements reflect only current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to the companies. Accordingly, the statements are subject to significant risks, uncertainties and contingencies which could cause the companies’ actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements. Such risks, uncertainties and contingencies include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, HALO’s plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the risk of failure of Unify’s stockholders to approve the merger; (2) the risk that the businesses will not be integrated successfully; (3) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer to realize than expected; (4) the risk that HALO is unable to raise additional financing by the time that all other conditions to the completion of the merger have been satisfied; (5) the applicable disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers; and (6) general economic conditions and consumer sentiment in our markets. Additional factors that could cause the companies’ results to differ materially from those described in the forward-looking statements are described in detail in HALO’s Annual Report on Form 10-KSB for its fiscal year ended June 30, 2005, Unify’s Form 10-K for its fiscal year ended April 30, 2005, and HALO’s and Unify’s other periodic and current reports filed with the Securities and Exchange Commission from time to time that are available on the SEC’s internet Web site at http://www.sec.gov. Unless required by law, neither HALO nor Unify undertakes any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

Unify and HALO Stockholders are urged to read the proxy statement/prospectus regarding the proposed Merger when it becomes available because it will contain important information. Stockholders and other investors will be able when it becomes available to obtain a free copy of the proxy statement/prospectus, and are able to obtain free copies of other filings and furnished materials containing information about HALO and Unify, at the SEC’s internet Web site at http://www.sec.gov. Copies of the proxy statement/prospectus when it becomes available and any SEC filings incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to HALO Technology Holdings, 200 Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830, telephone (203) 422-2950, Attention: Investor Relations, or Unify Corporation, 2101 Arena Blvd., Suite 100, Sacramento, California 95834, telephone (916) 928-6400, Attention: Investor Relations.

Interests of Participants in the Solicitation of Proxies

Each of HALO and Unify and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding HALO’s

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directors and executive officers is available in its definitive proxy statement filed with the SEC by HALO under cover of Schedule 14A on October 7, 2005, and information regarding Unify’s directors and executive officers is available in its definitive proxy statement filed with the SEC by Unify under cover of Schedule 14A on August 12, 2005. Copies of these documents can be obtained, without charge, by directing a request to HALO or Unify. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Joint press release dated March 14, 2006.

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SIGNATURES

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 hereunto duly authorized.

Date:    March 14, 2006

UNIFY CORPORATION
By:	/s/ Todd E. Wille
	Todd E. Wille
	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

Investor Relations Contact:	HALO Media Relations Contact:	Unify Contact:
David K. Waldman/Jody Burfening	Olessia Sibiriakova	Deb Thornton
Lippert/Heilshorn & Associates	HALO Technology Holdings	Unify Corp.
dwaldman@lhai.com	olessia@haloholdings.com	deb@unify.com
(212) 838-3777	(203) 422-2950	(916) 928-6379

FOR IMMEDIATE RELEASE

HALO Technology Holdings to Acquire Unify Corp. for Approximately $21 Million

GREENWICH, Conn./SACRAMENTO, Calif. –March 14, 2006–HALO Technology Holdings (OTCBB: WARP), a holding company for established enterprise software companies, and Unify Corp. (OTCBB: UNFY) today announced the companies have entered into a definitive agreement under which HALO will acquire Unify in an all stock transaction for approximately $21 million, or $0.71 per Unify share, based on the ten-day weighted average price of HALO common stock of $1.62 ended March 10, 2006. Under the terms of the merger agreement, Unify stockholders will receive 0.437 shares of HALO common stock for every share of Unify common stock. The merger, which is subject to approval by shareholders of Unify and to a number of other closing conditions, is expected to close in the summer of 2006.

As a holding company, HALO’s strategy is to acquire and operate enterprise software companies with an established client base that complement its existing businesses. HALO has been executing on its strategy since January 2005 and the acquisition of Unify marks its tenth acquisition in the last fourteen months.

HALO CEO Ron Bienvenu stated, “Unify presents a unique strategic fit for us as it will bring scale and leading technologies to several of our existing industry sectors. With its innovative products, established customer base, and talented management team, Unify is a natural continuation of HALO’s acquisition strategy. By focusing on product quality and customer service, and by leveraging Unify’s software and customer base across our portfolio companies, we expect to generate steady, profitable growth from these assets over the long term.”

Unify provides business automation solutions, including market leading applications for the alternative risk insurance market. Upon completion of the merger, Unify will become a wholly-owned subsidiary of HALO. The Unify Business Solutions division will work closely with HALO’s Gupta subsidiary, a leading producer of embeddable databases and enterprise application development tools, who together will have more than 7,000 worldwide customers and a broad offering of Java, J2EE and relational database products. Unify’s Insurance Risk Management Division will work closely with HALO’s David Corp. subsidiary, a leading claims software provider with a large customer base in the alternative risk market.

“Unify’s products are a perfect complement to HALO’s growing suite of enterprise software solutions,” said Todd Wille, CEO of Unify. “We are excited to become part of the HALO team which gives us access to greater resources, a larger installed base of customers and significant product synergies with several of the HALO portfolio companies in addition to eliminating the substantial costs of operating as a stand-alone public company. HALO brings a proven acquisition platform which is completely aligned with our strategy and we look forward to growing Unify revenues and profits as a part of the HALO family of companies.”

Mr. Bienvenu, concluded, “The Unify acquisition furthers our strategy of building one of the most comprehensive suites of enterprise software in the industry. Upon the completion of the Unify acquisition, and other pending transactions, we estimate HALO’s pro forma, non-GAAP revenue run-rate to exceed $60 million, and through a combination of organic growth and additional acquisitions, we will be on track to achieving our stated pro forma, non-GAAP revenue run-rate target of approximately $100 million by the end of calendar 2006.”

The transaction is currently expected to be accretive to HALO earnings in the first twelve months after closing on a non-GAAP basis. HALO’s target of accretive to earnings on a non-GAAP basis, and HALO’s  revenue run-rate targets, assume no adverse impact from the loss of deferred revenue in the first twelve months following the close due to purchase accounting rules.

About HALO Technology Holdings

HALO Technology Holdings, Inc. is a global provider of a diversified range of standards-based enterprise software applications and on-demand solutions. HALO’s strategy is to acquire and operate enterprise software companies with a commitment to sustainable growth. HALO portfolio companies focus on customer service, product quality and profitability to build long term customer relationships and ensure customer satisfaction today and into the future. Everyday, thousands of corporations and institutions from across the globe rely on our portfolio companies to deliver high quality, enterprise class software and services. For more information, please see our website at www.haloholdings.com.

About Unify Corp.

Unify provides business automation solutions including specialty insurance risk management and driver performance applications.  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.

Legal Notice Regarding Forward-Looking Statements

HALO Legal Notice:  HALO Technology Holdings is the operating name of Warp Technology Holdings, Inc. (“HALO” or the “Company’). Shares of HALO are quoted on the Over-the-Counter Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol “WARP”. Certain

statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those relating to future opportunities, the outlook of customers, the reception of new products and technologies, and the success of new initiatives. In particular, statements contained in this press release  that concern future operating results or other statements using words such as “anticipate,” “believe,” “could,” “estimate,” “intend,” “may,” “plan,” “project,” “should” “will,” “set our sights on,” or “expect” constitute forward-looking statements and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Such factors include: (i) demand for the Company’s products; (ii) the actions of current and potential new competitors; (iii) changes in technology; (iv) the nature and amount of the Company’s revenues and expenses; (v) overall economic conditions and other risks detailed from time to time in the Company’s periodic earnings releases and reports filed with the Securities and Exchange Commission (the “Commission”) and (vi) the risks and uncertainties associated with acquisition and integration of several companies in a relatively sort period of time, as well as the risks and uncertainties discussed in the Company’s Annual Report on Form 10-KSB filed with the Commission on September 28, 2005, and the Company’s Quarterly Reports on Form 10-QSB filed with the Commission on November 14, 2005, and on February 15, 2006.

Unify Legal Notice:  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 insurance industry, 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, the Company’s ability to attract and retain employees in key positions and the risks and uncertainties associated with a merger of two companies. 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.

Additional Information Relating to the Merger and Where to Find It
HALO and Unify will file a prospectus/proxy statement with the SEC in connection with the proposed transaction. Investors are urged to read any such prospectus/proxy statement, when available, which will contain important information. The prospectus/proxy statement will be, and other documents filed by HALO and Unify with the SEC are, available free of charge at the SEC’s website (www.sec.gov) or from HALO by directing a request to Investor Relations at HALO Technology Holdings, 200 Railroad Ave., Greenwich, CT 06830, 203-422-2950 or from Unify Corporation’s Web site at www.unify.com. Neither this communication nor the prospectus/proxy statement, when available, will constitute an offer to issue HALO common stock in any jurisdiction outside the United States where such offer or issuance would be prohibited — such an offer or issuance will only be made in accordance with the applicable laws of such jurisdiction.

HALO, Unify and their respective directors, executive officers, and other employees may be deemed to be participating in the solicitation of proxies from Unify stockholders in connection with the approval of the proposed transaction. Information about HALO’s directors and executive officers is available in HALO’s proxy statement, dated October 7, 2005 for its 2005 annual meeting of stockholders. Information about Unify’s directors and executive officers is available in Unify’s proxy statement, dated August 12, 2005 for its 2005 annual meeting of stockholders. Additional information about the interests of potential participants will be included in the prospectus/proxy statement HALO and Unify will file with the SEC.

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