-----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, AOiEfoBxYwBeuwEGx77W5litgSDJfX9fo6ve0PTibFkn6oTZy9lyCMVLYnWeBgFQ 5GGsc3uigtenvLOlgEYJEw== 0001157523-06-011548.txt : 20061121 0001157523-06-011548.hdr.sgml : 20061121 20061120175148 ACCESSION NUMBER: 0001157523-06-011548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061120 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061120 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11807 FILM NUMBER: 061231068 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 8-K 1 a5279129.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): November 20, 2006 Unify Corporation (Exact name of registrant as specified in its charter) Delaware 001-11807 94-2710559 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of 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): [ ] 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 8.01 Other Events. On November 20, the registrant, Unify Corporation ("Unify" or the "Company") announced that it has closed its acquisition of Gupta Technologies LLC and closed, in a related transaction, $7.85 million in financing from ComVest Capital LLC, with term debt of $5.35 million and a $2.5 million line of credit. In these simultaneous transactions Unify acquires GUPTA, a subsidiary of Halo Technology Holdings, Inc. ("HALO") with HALO acquiring the Insurance Risk Management (IRM) division and ViaMode software assets from Unify. A copy of the press release issued by Unify on November 20, 2006 with regard to these transactions is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information required by Items 1.01 and 1.02 will be filed in a separate Current Report on Form 8-K. 2 Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release dated November 20, 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: November 20, 2006 By: /s/ Steven Bonham -------------------------------------------- Steven Bonham Vice President and CFO (Principal Financial and Accounting Officer) 4 EX-99.1 2 a5279129ex991.txt UNIFY CORPORATION EXHIBIT 99.1 Exhibit 99.1 Unify Closes Acquisition of GUPTA and Sale of Insurance Division Unify to Double in Size; Acquisition to Be Accretive SACRAMENTO, Calif.--(BUSINESS WIRE)--Nov. 20, 2006--Unify Corp. (OTCBB:UNFY), a global provider of development and database software, today announced it has closed the acquisition of Gupta Technologies, LLC ("GUPTA") from Halo Technology Holdings, Inc. (OTCBB:HALO). In closing the GUPTA acquisition, Unify paid $6.1 million in cash and transferred its Insurance Risk Management Division and ViaMode intellectual property to Halo. In order to finance this acquisition, the Company closed $7.85 million in financing from ComVest Capital LLC, with term debt of $5.35 million and a line of credit of $2.5 million. The final terms of the acquisition agreement were amended to eliminate Unify's issuance of five million common shares and a warrant for 750,000 common shares to Halo in exchange for increasing the cash consideration paid by Unify to $6.1 million from $5.0 million. Unify expects the combined effect of this transaction to be accretive to pro forma earnings going forward and to double Unify's annual revenues. "We have reached an important milestone today as the combination of Unify and GUPTA will create a dynamic, re-energized organization with a strengthened partner channel, broader distribution network, expanded global customer base and talented employee pool," said Todd Wille, CEO of Unify. "We are on a fast track to begin rapidly executing on our cross-selling strategies and new product development initiatives to expand our service-oriented architecture (SOA) and database offerings. In addition, we look forward to benefiting from a single strategic and operational focus on the software tools and embedded database markets. I am pleased to partner with ComVest and confident in our plans to create profitability and increase shareholder value with our new size, focus and strength." Unify and GUPTA provide cross platform enterprise software development and embedded database products to VARs, OEMs, ISVs, global distributors and IT organizations in more than 50 countries. With the acquisition of GUPTA, Unify becomes a company that is more than double in size with added technology resources, an established partner channel and a strong developer community who will rely on Unify to continue delivering productive and reliable technologies while providing a path to next generation, web and SOA-based solutions. "GUPTA and Unify have built their businesses by listening to customers, developing strong partner and distributor channels, and delivering productive, reliable technologies," said Mark Bygraves, managing director and vice president for GUPTA's EMEA and Asia Pacific regions. "Combining our organizations enables us to build on these foundations and I am truly excited by the new opportunities available to our network of channel partners and customers." "We are excited to merge with a software tools and database organization that, like us, is customer-driven, technology focused and profitable," said Patty Watkins, vice president of Americas Sales for GUPTA. "In addition to our current products, we will expand our offerings with solutions for developing rich Internet applications that leverage Web services and SOA, for migrating Lotus Notes applications, and for 'embed it and forget it,' no DBA required databases." Conference Call Unify will hold a conference call to discuss the acquisition and fiscal 2007 second quarter financial results on Thursday, Nov. 30, 2006 at 1:30 Pacific Time. Listeners may dial 888-371-9318 and enter conference ID #8149145. A replay of the conference call will be available until Dec. 14, 2006 by dialing 877-519-4471 and entering the passcode #8149145. The conference call will also be Webcast. Visitors can login at www.unify.com. About Unify Corporation Unify's software development and database solutions deliver a broad set of capabilities for automating business processes, integrating information 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 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 the acquisition and sale of a significant business unit such as integration of systems, combination of sales forces and business culture issues. 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. CONTACT: Unify Corporation Deb Thornton, 916-928-6379 deb@unify.com Steve Bonham, 916-928-6288 sbonham@unify.com -----END PRIVACY-ENHANCED MESSAGE-----