-----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, FBiGOWI9z5VIYG7bo4K4We2wdiDT3lkFrvUVe/I+qq7xcA6fNDSRTEoDkMYIkhNu 6Ee5OibxbQR49PLaMPHkPA== 0001206774-09-001618.txt : 20090824 0001206774-09-001618.hdr.sgml : 20090824 20090824170519 ACCESSION NUMBER: 0001206774-09-001618 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090824 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090824 DATE AS OF CHANGE: 20090824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIFY CORP CENTRAL INDEX KEY: 0000880562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942710559 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11807 FILM NUMBER: 091031729 BUSINESS ADDRESS: STREET 1: 1420 ROCKY RIDGE DRIVE STREET 2: SUITE 380 CITY: ROSEVILLE STATE: CA ZIP: 95661 BUSINESS PHONE: 9162184700 MAIL ADDRESS: STREET 1: 1420 ROCKY RIDGE DRIVE STREET 2: SUITE 380 CITY: ROSEVILLE STATE: CA ZIP: 95661 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):
August 24, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 

On August 20, 2009, Unify Corporation (“Unify” or the “Company”) announced the appointment of Tim Bacci to its board of directors. Mr. Bacci was appointed to Unify’s board of directors pursuant to an agreement to appoint an individual acceptable to the holders of AXS-One, Inc. convertible notes and Unify’s nominating committee described in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 13, 2009. Unify acquired AXS-One on June 30, 2009 pursuant to an Agreement and Plan of Merger dated April 16, 2009, by and between Unify, UCAC, Inc. and AXS-One. As a Unify board member, Mr. Bacci will receive the standard compensation that is provided to Unify board members as described in our latest proxy statement. Concurrently, Unify expanded its board of directors to seven to accommodate Mr. Bacci’s appointment. Mr. Bacci has not currently been appointed to any Unify board committee.

Mr. Bacci was a director and stockholder of AXS-One and beneficially owned certain convertible promissory notes issued by AXS-One. Following the closing of the merger on June 30, 2009, Mr. Bacci received 3,887 shares of Unify common stock directly. Mr. Bacci is also managing partner of BlueLine Partners which held directly and indirectly stock and convertible debt in AXS-One. Following the merger BlueLine Partners directly and indirectly owns 758,692 shares of Unify stock. Additionally, pursuant to an earn-out provision in the merger agreement BlueLine Partners and its affiliates may earn additional shares in Unify. Securities held by BlueLine Partners and its affiliates are deemed beneficially owned by Mr. Bacci pursuant to the rules of the Securities and Exchange Commission. At the time of the merger, the 762,579 shares beneficially owned by Mr. Bacci were valued at approximately $2.55 million based on the closing price of Unify’s common stock on June 30, 2009.

A copy of the press release issued by Unify on August 20, 2009 with regard to this action is attached hereto as Exhibit 99.1 and incorporated herein by reference.

             Exhibit No.               Description 
  99.1    Press release dated August 20, 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: August 24, 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 AUGUST 20, 2009

Exhibit 99.1

BLUELINE PARTNERS CO-FOUNDER TIM BACCI
JOINS UNIFY BOARD OF DIRECTORS

ROSEVILLE, Calif., - August 20, 2009 – Unify Corp. (NASDAQ: UNFY), a global provider of application development, data management, migration and e-mail archiving software, today announced the appointment of Tim Bacci to its board of directors. Mr. Bacci, formerly a member of the AXS-One board of directors, is the founder and managing partner of BlueLine Partners, LLC. In addition to representing BlueLine’s investment in Unify, he adds extensive knowledge of the archiving market and related technologies that could further Unify’s acquisition growth strategy.

“Tim is a highly regarded entrepreneur who brings a tremendous perspective and a successful track record to the board,” said Todd Wille, CEO of Unify. “His continuity and knowledge of the archiving market, as well as his contacts, will be crucial to our plans to grow revenues and market share with the AXS-One solutions.”

Mr. Bacci co-founded BlueLine Partners, a Calif.-based strategic opportunities fund with more than $100 million in assets invested in small, publicly-traded, and undervalued healthcare and IT companies. Prior to BlueLine, he spent 15 years in executive positions for software companies, including serving as chairman and interim CEO of Instant802 Networks and CEO of siteROCK Corp. He was a co-founder of Vicinity Corporation, which was acquired by Microsoft in 2002. Additionally, he has served as a consultant to several early stage technology companies addressing areas related to corporate strategy and executive recruiting. Mr. Bacci holds a B.S. in engineering from the United States Naval Academy and served as an officer on active duty in the U.S. Navy as a fighter pilot.

During his tenure on the AXS-One board, Mr. Bacci served on the Audit, Governance, Nominating and Compensation Committees. He currently serves on the boards of directors of Syntrio Inc., siteROCK and Instant802 Networks.

About Unify
Unify (NASDAQ: UNFY) is a global provider of application development, data management, migration and e-mail archiving software. Unify’s software and services modernize and maximize the development, deployment and migration of business-critical applications and data, while providing a measurable return on investment. Unify’s award-winning AXS-One technology enables organizations to archive and manage the retention and disposition of disparate electronic records while addressing cost management, corporate governance, legal discovery and regulatory compliance. Unify is headquartered in Roseville, Calif., with offices in Rutherford, London, Munich, Calgary, Paris, Sao Paulo and Sydney. Visit www.unify.com, www.axsone.com or email info@unify.com.

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