-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SxgKos/bVrt8TLRMp4ler6OOR9PfCtCXYSQv2j6ntFAHNxJQdmkjGG9foYm3l5eG PLbWHI7+EtXs3kwpNdwyOQ== 0001157523-06-005690.txt : 20060531 0001157523-06-005690.hdr.sgml : 20060531 20060531145453 ACCESSION NUMBER: 0001157523-06-005690 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060531 DATE AS OF CHANGE: 20060531 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11807 FILM NUMBER: 06876707 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: 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: 425 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 425 1 a5160018.txt UNIFY CORP. 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): May 31, 2006 Unify Corporation (Exact name of registrant as specified in its charter) Delaware 001-11807 94-2710559 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation) 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): [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 1.01 Entry into Material Definitive Agreements On May 24, 2006, Halo Technology Holdings, Inc. ("Halo"), UCA Merger Sub, Inc., a wholly-owned subsidiary of Halo ("Merger Sub") and Unify Corporation ("Unify") entered into Amendment No. 1 to the Merger Agreement, which amendment amends that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 14, 2006, by and among Halo, Merger Sub and Unify. The amendment clarifies that it is a condition to the closing under the Merger Agreement that the parties receive opinions from counsel to Unify and tax counsel to Halo, dated as of the date the Registration Statement (as defined in the Merger Agreement) is declared effective, to the effect that the Merger will constitute a reorganization under the provisions of Section 368(a) of the Code. The descriptions of the Merger Agreement and Amendment No. 1 to the Merger Agreement are qualified in their entirety by reference to the Merger Agreement, which was previously filed as Exhibit 10.118 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 20, 2006, and to Amendment No. 1 to the Merger Agreement attached as Exhibit 10.123 hereto and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.123 10.123 Amendment No. 1 to Agreement and Plan of Merger, dated as of May 24, 2006, among Halo Technology Holdings, Inc., UCA Merger Sub, Inc. and Unify Corporation. 2 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: May 31, 2006 By: /s/ Steven Bonham --------------------------------------------- Steven Bonham Vice President and CFO (Principal Financial and Accounting Officer) 3 EX-10.123 2 a5160018ex10123.txt EXHIBIT 10.123 Exhibit 10.123 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Merger Agreement dated as of May 24, 2006 (this "Amendment"), among Halo Technology Holdings, Inc., a Nevada corporation ("Parent"), UCA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub") and Unify Corporation, a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, Parent, Merger Sub and the Company are parties to that certain Agreement and Plan of Merger, dated as of March 14, 2006 (the "Merger Agreement"), and desire to amend the Merger Agreement as set forth herein. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto do hereby agree as follows (capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement): 1. Amendment to Section 7.1. The following provision is added immediately following Section 7.1 (d): (e) Opinion of Counsel to Company. The Parent shall have received from DLA Piper Rudnick Gray Cary US LLP, counsel to the Company, an opinion dated as of the date the Registration Statement is declared effective, in the form mutually agreed to by the parties to the effect that the Merger will constitute a reorganization under the provisions of Section 368(a) of the Code. 2. Amendment to Section 7.1. The following provision is added immediately following Section 7.1 (e): (f) Opinion of Tax Counsel to Parent. The Company shall have received from Day, Berry & Howard LLP, tax counsel to the Parent, an opinion dated as of the date the Registration Statement is declared effective, in the form mutually agreed to by the parties to the effect that the Merger will constitute a reorganization under the provisions of Section 368(a) of the Code. 3. Miscellaneous. (a) The validity, construction and performance of this Amendment, and any action arising out of or relating to this Amendment shall be governed by the laws of the State of Delaware, without regard to the laws of the State of Delaware as to choice or conflict of laws. (b) Except as modified herein, all other terms and provisions of the Merger Agreement are unchanged and remain in full force and effect. (c) The captions contained in this Amendment are for convenience of reference only, shall not be given meaning and do not form part of this Amendment. (d) This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Amendment shall become effective when each party to this Amendment shall have received a counterpart hereof signed by the other parties to this Amendment. (e) This Amendment shall be binding upon any permitted assignee, transferee, successor or assign to any of the parties hereto. 4 IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first set forth above. PARENT: HALO TECHNOLOGY HOLDINGS, INC. /s/ Ernest C. Mysogland -------------------------------- Name: Ernest C. Mysogland Title: Executive Vice President MERGER SUB: UCA MERGER SUB, INC. /s/ Ernest C. Mysogland -------------------------------- Name: Ernest C. Mysogland Title: President and Sole Director COMPANY: UNIFY CORPORATION By: Todd E. Wille -------------------------------- Name: Todd E. Wille Title: President and CEO 5 -----END PRIVACY-ENHANCED MESSAGE-----