-----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, PrMwY2m2GG9lrbiSNnOIngMLCC0U5dUTbmfbYQTn14awVTevPcl5iQjrRUHLfyfo +iD6fY6sVGPLY9FsAe4s6Q== 0001206774-09-001100.txt : 20090522 0001206774-09-001100.hdr.sgml : 20090522 20090521171853 ACCESSION NUMBER: 0001206774-09-001100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090521 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090521 DATE AS OF CHANGE: 20090521 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: 09846184 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 unify_8k.htm CURRENT REPORT

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 21, 2009

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.)

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

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

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 May 21, 2009 Unify Corporation (“Unify”) and AXS-One Inc. (“AXS-One”) issued a joint press release announcing that Unify Corporation’s Registration Statement on Form S-4 (the “Registration Statement”) was declared effective by the Securities and Exchange Commission on May 14, 2009. Unify Corporation also announced a special meeting of its stockholders to consider a proposal to approve the issuance of shares of Unify common stock and warrants to purchase shares of Unify common stock to security holders of AXS-One in connection with the proposed transaction has been scheduled for Tuesday, June 30, 2009. The board of directors of Unify previously set the close of business on May 15, 2009 as the record date for determining stockholders who will be entitled to receive notice of, and vote at, the special meeting. AXS-One will hold a special meeting of its shareholders on Tuesday, June 30, 2009, to consider a proposal to approve the proposed transaction. The board of directors of AXS-One previously set the close of business on May 15, 2009 as the record date for determining shareholders who will be entitled to receive notice of, and vote at, the special meeting. Unify and AXS-One each expect to begin mailing the joint proxy statement/prospectus on or about May 27, 2009 to their respective eligible securityholders.

A copy of the press release issued by Unify and AXS-One announcing the effectiveness of the Registration Statement and respective special stockholders meetings is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.       Description  
99.1 Press release dated May 21, 2009

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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: May 21, 2009

By:   /s/ Steven Bonham   
 
 
  Steven Bonham 
  Vice President and CFO 
  (Principal Financial and Accounting Officer)  

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EX-99.1 2 exhibit99-1.htm PRESS RELEASE DATED MAY 21, 2009

Exhibit 99.1

UNIFY AND AXS-ONE ANNOUNCE REGISTRATION STATEMENT ON
FORM S-4 DECLARED EFFECTIVE BY THE SEC

ROSEVILLE, Calif., and RUTHERFORD, N.J., May 21, 2009 – Unify Corp. (NASDAQ: UNFY) and AXS-One Inc. (OTCBB: AXSO) today announced that on May 14, 2009, Unify’s Registration Statement on Form S-4, relating to the previously announced proposed acquisition of AXS-One, was declared effective by the United States Securities and Exchange Commission.

The companies also announced the dates of their respective special meetings of stockholders regarding the proposed merger. Unify has set the date of its special meeting of its stockholders for Tuesday, June 30, 2009 at 9:00 a.m. Pacific Time. Unify stockholders will consider a proposal to approve the issuance of shares of Unify common stock and warrants to purchase shares of Unify common stock in connection with the proposed transaction. AXS-One will hold its special meeting of its stockholders on Tuesday, June 30, 2009 at 9:00 a.m. Eastern Time. AXS-One stockholders will consider a proposal to adopt the Agreement and Plan of Merger dated April 16, 2009, by and among AXS-One, Unify and a wholly-owned subsidiary of Unify, and also to adopt a proposal allowing for an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the Agreement and Plan of Merger.

The boards of directors of Unify and AXS-One have set the close of business on May 15, 2009 as the record date for determining stockholders who will be entitled to receive notice of, and vote at, the special meetings. Unify and AXS-One expect to begin mailing the joint proxy statement and prospectus to their respective stockholders on or about May 27, 2009.

The parties currently expect closing of the merger to occur promptly following the satisfaction of all the conditions to closing contained in the merger agreement, including the receipt of approval of both Unify’s and AXS-One’s stockholders on June 30, 2009.

About Unify
Unify (NASDAQ: UNFY) is a global provider of application development, data management and migration solutions that enable organizations to cost-effectively deliver modern, data-rich applications and databases. The company’s software and services modernize and maximize the development, deployment and performance of business-critical applications and data, while providing a measurable return on investment. Unify is headquartered in Roseville, Calif., with offices in London, Munich, Calgary, Paris, and Sydney. Visit www.unify.com or email info@unify.com.

About AXS-One Inc.
AXS-One (OTC BB: AXSO) is a leading provider of high performance Records Compliance Management software solutions. The AXS-One Compliance Platform enables organizations to implement secure, scalable and enforceable policies that address records management for corporate governance, legal discovery and industry regulations such as SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The Patriot Act and Gramm-Leach-Bliley. AXS-One's award-winning technology has been critically acclaimed as best of class and delivers digital archiving, business process management, electronic document delivery and integrated records disposition and discovery for e-mail, instant messaging, images, SAP and other corporate records. Founded in 1979, and headquartered in Rutherford, N.J., AXS-One has offices worldwide including the United States, Australia, Singapore and the United Kingdom. For further information, visit the AXS-One Web site at http://www.axsone.com.

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Important Information

This communication is being made in respect of the proposed transaction involving Unify and AXS-One. In connection with the proposed transaction, Unify has filed with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of Unify and AXS-One. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Unify through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (and other documents filed with the SEC from Unify by directing a request to Unify Corp., ATTN: Investor Relations, 1420 Rocky Ridge Drive, Suite 380, Roseville, California 95661, or going to Unify’s corporate website at www.unify.com.

Unify and AXS-One, 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 Unify’s directors and executive officers is contained in its Annual Report on Form 10-K filed with the SEC on July 1, 2008. Information regarding AXS-One’s directors and executive officers is contained in its Annual Report on Form 10-K/A Amendment No. 1 filed with the SEC on April 30, 2009. Additional information regarding the interests of such potential participants is included in the Joint Proxy Statement/Prospectus and other relevant documents filed with the SEC.

Forward Looking Statements

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Unify or AXS-One. We wish to caution you that these statements involve risks and uncertainties and actual events or results may differ materially. Important factors which could cause actual results to differ materially from those in the forward-looking statements are detailed in Unify’s and AXS-One’s respective filings with the Securities and Exchange Commission, including each company’s most recent Form 10-K and subsequent filings with the SEC.

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