10-K/A 1 unify_10ka.htm AMENDMENTS - ANNUAL AND TRANSITION REPORTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A

Amendment No. 1 to Form 10-K

(Mark One)

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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2008

OR

o  

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                       to
Commission File Number: 001-11807

UNIFY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

94-2710559
(I.R.S. Employer
Identification Number)

1420 Rocky Ridge Drive, Suite 380
Roseville, California 95661
(Address of principal executive offices)

Telephone: (916) 218-4700
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o  NO x

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 of the Act. YES o  NO x

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x  NO o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. x

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o  Accelerated filer o  Non-accelerated filer o Smaller reporting company x
    (Do not check if a smaller reporting company)   

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) YES o  NO x

      The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $17,963,219 based on the number of shares held by non-affiliates of the registrant as of April 30, 2008, and computed by reference to the reported last sale price of common stock on October 31, 2007, which is the last business day of the registrant’s most recently completed second fiscal quarter. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of May 31, 2008, the registrant had 6,980,749 shares of common stock outstanding.

EXPLANATORY NOTE

Amendment No. 1 to the Annual Report on Form 10-K/A
For the Fiscal Year Ended April 30, 2008

     This Annual Report on Form 10-K/A (“Form 10-K/A”) is being filed as Amendment No. 1 to our Annual Report on Form 10-K for the year ended April 30, 2008, which was filed with the Securities and Exchange Commission on July 1, 2008 (the “Original Filing”). This Form 10-K/A is a technical amendment to correct inadvertent omissions from Exhibits 31.1 and 31.2 of the Original Filing.  These exhibits did not include certain required language regarding internal controls over financial reporting.  This Form 10-K/A includes only the corrected exhibits. This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing. The Original Filing is unchanged except with respect to the changes to Exhibits 31.1 and 31.2 included in this amendment.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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 
 
Date:  May 12, 2009  By:      /s/ TODD E. WILLE   
      Todd E. Wille 
      President and Chief Executive Officer 
 
 
Date:  May 12, 2009  By:  /s/ STEVEN D. BONHAM   
      Steven D. Bonham 
      Chief Financial Officer 

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 12, 2009.

Name      Title      Date
 
/s/ TODD E. WILLE President and Chief Executive Officer  May 12, 2009 
Todd E. Wille    (Principal Executive Officer)   
 
 
/s/ STEVEN D. BONHAM     Chief Financial Officer    May 12, 2009 
Steven D. Bonham  (Principal Financial and Accounting Officer)   
 
 
/s/ STEVEN D. WHITEMAN   Director and Chairman of the Board  May 12, 2009 
Steven D. Whiteman     
 
 
/s/ ROBERT BOZEMAN   Director  May 12, 2009 
Robert Bozeman     
 
 
/s/ RICHARD M. BROOKS   Director  May 12, 2009 
Richard M. Brooks     
 
 
/s/ TERY R. LARREW   Director  May 12, 2009 
Tery R. Larrew     
 
 
/s/ ROBERT J. MAJTELES   Director  May 12, 2009 
Robert J. Majteles     

EXHIBIT INDEX

LIST OF EXHIBITS

31.1*      (Corrected) Certification of Chief Executive Officer 
31.2*   (Corrected) Certification of Chief Financial Officer 

*Filed herewith