-----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, MJCR6V0S8A1K3G+z9+ypwpzsybCVHZxybdetFAO0rZKpWVEC44q9K8y64vTirr35 vUmA+C+gEw0fyfOAstCnFw== 0001157523-06-007563.txt : 20060728 0001157523-06-007563.hdr.sgml : 20060728 20060728132004 ACCESSION NUMBER: 0001157523-06-007563 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060728 DATE AS OF CHANGE: 20060728 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: 06987056 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 a5198040.txt UNIFY CORPORATION 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): July 28, 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)) Item 2.02 and Item 8.01 Result of Operations and Financial Condition On July 28, 2006, Unify Corporation (the "Company" or "Unify") issued a press release regarding the Company's financial results for its fiscal 2006 fourth quarter and year ended April 30, 2006. The full text of the Company's press release is attached hereto as Exhibit 99.1 The information in the release relating to the proposed merger between Halo Technology Holdings ("HALO") and Unify shall be deemed filed under the Securities Exchange Act of 1934. Forward-Looking Statements Safe Harbor Legal Notice Regarding Forward-Looking Statements 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 definitive 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 definitive prospectus/proxy statement HALO and Unify will file with the SEC. ### 2 Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release dated July 28, 2006. 3 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: July 28, 2006 By: /s/ Steven Bonham --------------------------------------------- Steven Bonham Vice President and CFO (Principal Financial and Accounting Officer) 4 EX-99.1 2 a5198040ex991.txt UNIFY CORPORATION EXHIBIT 99.1 Exhibit 99.1 Unify Announces Fourth Quarter and Fiscal Year 2006 Financial Results SACRAMENTO, Calif.--(BUSINESS WIRE)--July 28, 2006--Unify Corp. (OTCBB:UNFY), a leading provider of business automation solutions including specialty vertical applications, today announced financial results for the fourth quarter and fiscal year ended April 30, 2006. Fourth quarter total revenue was $3.4 million, compared to $2.8 million in the fourth quarter of the prior year. Software licenses revenue was $2.1 million, compared to $1.3 million for the prior year comparative period. Net income for the fourth quarter was $168,000 or $0.01 earnings per share, compared to a net loss of $605,000, or $0.02 loss per share in the comparable period last year. For the fiscal year ended April 30, 2006, total revenue was $11.2 million, compared to $11.3 million in the prior fiscal year. Software licenses revenue for the year was $5.5 million, compared to $5.2 million in fiscal 2005. Net loss for the year was $628,000 or $0.02 loss per share, compared to a loss of $2.4 million or $0.09 loss per share in the prior year. The Company ended fiscal 2006 with cash and cash equivalents of $1.9 million, compared to $3.7 million at April 30, 2005. "Throughout fiscal 2006 we developed and maintained strong and loyal relationships with our new and existing customers and we continued to deliver product innovations with the launch of Unify NXJ Composer, NavRisk Portal and NavRisk Benefits," said Todd Wille, CEO of Unify. "Our heritage of customer satisfaction coupled with our technology expertise will serve as the launching pad into a new era as we prepare for the merger with HALO Technology Holdings. "Once the merger is completed, joining forces with HALO will provide Unify with the opportunity to extend our product offerings, leverage synergistic, complementary customer bases, enhance an already strong global presence, and save significant overhead costs. We look forward to adding customers, growing revenues and expanding our products as part of the HALO portfolio of companies." About Unify Corporation Unify provides business automation solutions including specialty insurance risk management 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 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 definitive 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 definitive prospectus/proxy statement HALO and Unify will file with the SEC. UNIFY CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) April 30, April 30, 2006 2005 --------- --------- ASSETS Current assets: Cash and cash equivalents $ 1,881 $ 3,675 Accounts receivable, net 3,397 2,519 Accounts receivable-related party 76 92 Prepaid expenses and other current assets 499 656 Contracts in progress 200 - --------- --------- Total current assets 6,053 6,942 Property and equipment, net 267 429 Other investments 214 214 Goodwill and intangible assets, net 1,617 1,739 Other assets 200 166 --------- --------- Total assets $ 8,351 $ 9,490 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 379 $ 739 Current portion of long term debt 33 102 Current portion of long term debt-related party - 64 Other accrued liabilities 791 1,336 Accrued compensation and related expenses 878 721 Deferred revenue 3,296 3,220 --------- --------- Total current liabilities 5,377 6,182 Long term debt, net of current portion 3 31 Royalties payable 539 514 Accrued support obligations 120 124 Other long term liabilities 77 72 Commitments and contingencies - - Stockholders' equity: Common stock 29 28 Additional paid-in capital 63,937 63,588 Accumulated other comprehensive income 19 73 Accumulated deficit (61,750) (61,122) --------- --------- Total stockholders' equity 2,235 2,567 --------- --------- Total liabilities and stockholders' equity $ 8,351 $ 9,490 ========= ========= UNIFY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three Months Ended Twelve Months Ended April 30, April 30, ------------------- ------------------- 2006 2005 2006 2005 --------- --------- --------- --------- Revenues: Software licenses $ 2,092 $ 1,255 $ 5,535 $ 5,205 Services 1,348 1,518 5,714 6,098 --------- --------- --------- --------- Total revenues 3,440 2,773 11,249 11,303 --------- --------- --------- --------- Cost of Revenues: Software licenses 92 73 448 336 Services 562 250 1,920 1,328 --------- --------- --------- --------- Total cost of revenues 654 323 2,368 1,664 --------- --------- --------- --------- Gross profit 2,786 2,450 8,881 9,639 --------- --------- --------- --------- Operating Expense: Product development 647 704 2,714 2,814 Selling, general and administrative 1,981 2,359 6,845 9,225 --------- --------- --------- --------- Total operating expenses 2,628 3,063 9,559 12,039 --------- --------- --------- --------- Income (loss) from operations 158 (613) (678) (2,400) Other income, net 10 9 50 44 --------- --------- --------- --------- Income (loss) before income taxes 168 (604) (628) (2,356) Provision for income taxes - 1 - 8 --------- --------- --------- --------- Net income (loss) $ 168 $ (605) $ (628) $ (2,364) ========= ========= ========= ========= Net income (loss) per share: Basic $ 0.01 $ (0.02) $ (0.02) $ (0.09) Diluted $ 0.01 $ (0.02) $ (0.02) $ (0.09) Shares used in computing net income (loss) per share: Basic 29,449 28,287 29,015 27,777 Diluted 29,736 28,287 29,015 27,777 CONTACT: Unify Corporation Deb Thornton, 916-928-6379 deb@unify.com -----END PRIVACY-ENHANCED MESSAGE-----