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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 12, 1999
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GRAPHON CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 0-21683 13-3899021
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 HARRISON AVENUE, CAMPBELL, CA 94103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 370-4080
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UNITY FIRST ACQUISITION CORP.
245 FIFTH AVENUE, SUITE 1500
NEW YORK, NEW YORK 10016
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On July 12, 1999, Registrant acquired GraphOn Corporation, a
California corporation ("GraphOn-CA") (the "Merger") pursuant to an Agreement
and Plan of Merger and Reorganization between Registrant and GraphOn-CA,
dated as of February 1, 1999, as amended as of June 1, 1999 (as amended, the
"Merger Agreement"), filed as Exhibit B to the Registration Statement on Form
S-4 originally filed on April 15, 1999. Immediately after the Merger, the
holders of GraphOn-CA common stock owned approximately 82.9% of the
outstanding shares of common stock of Registrant, issued to them in exchange
for all of the outstanding shares of GraphOn-CA common stock. The shares of
Registrant common stock issued to the former GraphOn-CA shareholders were new
shares issued by Registrant in connection with the Merger. Pursuant to the
Merger Agreement, the officers, directors and holders of at least 5% of the
shares of GraphOn-CA and Registrant (prior to consummation of the Merger )
(the "GraphOn-CA Affiliates" or "Registrant Affiliates", respectively)
entered into a voting agreement pursuant to which they have agreed to vote
all shares of Registrant common stock held by them for a slate of directors
comprised of not less than five designees of the GraphOn-CA Affiliates and
one designee of the Registrant Affiliates for a period of one year following
the date of the Merger.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On July 12, 1999, Registrant acquired GraphOn-CA pursuant to the
Merger Agreement.
Registrant acquired all of the issued and outstanding capital
stock, options and warrants of GraphOn-CA in the Merger. GraphOn-CA,
including all of its assets, liabilities, rights, obligations and business,
was merged with and into Registrant with Registrant (formerly Unity First
Acquisition Corp., renamed GraphOn Corporation, a Delaware corporation) as
the surviving entity. GraphOn-CA's principal executive offices were located
in Campbell, California and its tangible assets were primarily located in
Campbell, California, Bellevue, Washington and Concord, New Hampshire.
Pursuant to the Merger Agreement, Registrant issued an aggregate
of 9,086,961 shares of Registrant Common Stock to the GraphOn-CA
shareholders. Each share of GraphOn-CA Common Stock outstanding immediately
prior to the Merger (other than dissenting shares or fractional shares) was
converted into the right to receive 0.5576 shares of Registrant Common Stock,
and payment of cash in lieu of fractional shares.
The description of the agreement set forth herein does not
purport to be complete and is qualified in its entirety by reference to the
provisions of the Merger Agreement, filed as Exhibit B of the Registration
Statement on Form S-4 originally filed April 15, 1999 and incorporated herein
by reference.
(b) Prior to the Merger, GraphOn-CA developed, marketed, sold and
supported server-based software for the enterprise computing environment.
Server-based computing, sometimes referred to as thin-client computing, is a
computing model where traditional desktop software applications are relocated
to run entirely on a server or host computer. GraphOn-CA's technology uses a
small software program at each desktop, where allows the user to interface
with an application as if it were running on the user's desktop computer,
reducing the complexity
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and total costs associated with enterprise computing. GraphOn-CA provided
the technology to access applications over the Internet. Registrant intends
to continue these operations.
ITEM 5 OTHER EVENTS
(a) On July 22, 1999, Registrant changed the symbols under which its
securities are traded on the OTC Bulletin Board as follows:
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<CAPTION>
Type of Security Previous Symbol Current Symbol
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<S> <C> <C>
Common Stock UFAC GOJO
Class A Warrants UFACW GOJOW
Class B Warrants UFACZ GOJOZ
Units UFACU GOJOU
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ITEM 7. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) The following financial statements were filed as part of the
Registration Statement on Form S-4/A, filed June 15, 1999, and are
incorporated herein by reference:
(1) Report of Independent Accountants
(2) GraphOn-CA audited Balance Sheets as of December 31, 1998 and 1997
and unaudited balance sheet as of March 31, 1999
(4) GraphOn-CA Statements of Income for each of the three years ended
December 31, 1998, 1997 and 1996 and unaudited Statements of Income for the
three months ended March 31, 1999 and 1998
(5) GraphOn-CA Statements of Changes in Stockholders' Equity for the
three years ended December 31, 1998, 1997 and 1996 and unaudited Statements
of Changes in Stockholders' Equity for the three months ended March 31, 1999
and 1998
(6) GraphOn-CA Statements of Cash Flows for the three years ended
December 31, 1998, 1997 and 1996 and unaudited Statements of Cash Flows for
the three months ended March 31, 1999 and 1998
(b) PRO FORMA Financial Information. The following PRO FORMA
financial information for Registrant was filed as part of the Registration
Statement on Form S-4/A, filed June 15, 1999, and is incorporated herein by
reference:
(1) GraphOn-CA and Registrant unaudited Pro Forma Balance Sheet as of
March 31, 1999 (GraphOn-CA) and April 30, 1999 (Registrant)
(2) GraphOn-CA and Registrant unaudited Pro Forma Statement of
Operations for the years ended December 31, 1998 (GraphOn-CA) and January 31,
1999 (Registrant)
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(3) GraphOn-CA and Registrant unaudited Pro Forma Statement of
Operations for the three months ended March 31, 1999 (GraphOn-CA) and April
30, 1999 (Registrant)
(c) Exhibits. The following documents are filed as exhibits to this
report:
1. Exhibit 4.1 - Voting Agreement, dated July 12, 1999, among
certain affiliates of Registrant and of GraphOn-CA.
2. Exhibit 99.1 - Press Release, dated July 12, 1999, issued by
Registrant, announcing the completion of the Merger.
ITEM 8. CHANGE IN FISCAL YEAR
At the Effective Time, the Registrant determined to change its fiscal
year from the year ending July 31 to the year ending December 31. The report
covering the transition period will be filed using Form 10-Q.
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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.
GraphOn Corporation
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(Registrant)
Date: July 27, 1999 By: /s/ Edmund Becmer
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EDMUND BECMER
Chief Financial Officer
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GraphOn Corporation
Exhibit Index
to Form 8-K
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<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Voting Agreement, dated July 12, 1999, among certain affiliates
of Registrant and of GraphOn-CA.
99.2 Press Release, dated July 12, 1999, issued by Registrant,
announcing the completion of the Merger.
</TABLE>
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EXHIBIT 4.1
VOTING AGREEMENT dated July 12, 1999
among the persons listed on the
signature pages hereof.
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Certain of the parties hereto presently serve as directors of Unity
First Acquisition Corp., a Delaware corporation ("Unity"), and such parties,
as well as certain of their Affiliates (as such term is defined in the Merger
Agreement) are also stockholders of Unity ("Current Stockholders"). The
other parties hereto are directors, and are also stockholders ("New
Stockholders") of GraphOn Corporation, a California corporation (the
"Company").
Unity and the Company have entered into an Agreement and Plan of Merger
and Reorganization (the "Merger Agreement") pursuant to the terms of which
the Company will merge with and into Unity, with Unity being the corporation
surviving the merger (the "Merger"). Upon consummation of the Merger, shares
of common stock of the Company will be converted into shares of common stock,
$.0001 par value, of Unity ("Unity Shares").
The Current Stockholders and the New Stockholders (collectively the
"Stockholders") are entering into this instrument to evidence their agreement
with respect to the voting of Unity Shares owned by each as to the election
of directors, and certain related matters.
NOW, THEREFORE, the parties agree as follows:
1. VOTING
Each Stockholder agrees to vote all Unity Shares over which he
possesses voting power in favor of the election of a slate of directors of
Unity comprised of (i) one designee of the Current Stockholders and (ii) not
less than six designees of the New Stockholders.
2. NOMINATION OF SLATE
Each Stockholder agrees to use all reasonable efforts to cause the
management of Unity to propose as candidates for the management slate of
directors nominees comprised of (i) one designee of the Current Stockholders
and (ii) not less than six designees of the New Stockholders.
3. PRESENCE FOR QUORUM PURPOSES
Each Stockholder agrees that at any duly called meeting of
Stockholders of Unity called for the purpose, among others, of electing
directors, he shall be present in person or by proxy for purposes of
establishing a quorum.
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4. ELECTION OF NEW DIRECTORS
Immediately prior to the Effective Time (as defined in the Merger
Agreement), the Current Stockholders as directors of Unity will (A) pursuant
to the provisions of Unity's By-Laws, increase the number of Unity's
directors to at least seven (7), (B) elect not less than seven (7) persons
designated by the Current Stockholders as the new directors of Unity, and
such Current Stockholders will resign as officers of Unity and (other than
Lawrence Burstein) resign as directors of Unity, effective upon consummation
of the Merger so that Unity's board of directors shall, immediately after the
Merger, be composed of the persons contemplated by Section 1 above.
5. NO RESTRAINT ON ALIENATION
The above provisions as to the voting of Unity Shares apply to all
Unity Shares owned by each Stockholder at the time of voting or other taking
of action but are not intended to, and shall not, limit the freedom of each
Stockholder to sell, transfer or otherwise dispose of any Unity Shares owned
by him in accordance with applicable law, but subject to any other
contractual limitation agreed to by such Stockholder.
6. COOPERATION
The parties will cooperate in good faith with each other in
carrying out the provisions of this Agreement.
7. TERM
This Agreement shall remain in full force and effect for a period
of one (1) year following the date hereof.
8. COUNTERPARTS
This Voting Agreement may be executed in counterparts, each of
which shall constitute an original, and all of which originals, when taken
together, shall constitute one and the same Agreement.
9. GOVERNING LAW
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.
2
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.
/s/ Walter Keller
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Walter Keller
/s/ Thomas A. Bevilacqua
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Thomas A. Bevilacqua
/s/ Eric Kim
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Eric Kim
/s/ Robert Dilworth
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Robert Dilworth
/s/ August P. Klein
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August P. Klein
/s/ Michael O'Reilly
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Michael O'Reilly
/s/ Robin Ford
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Robin Ford
/s/ Edmund Becmer
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Edmund Becmer
/s/ Vince Pfeifer
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Vince Pfeifer
COREL CORPORATION
/s/ Mitch Desrochers
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By: Mitch Desrochers
Title: Vice President Finance and Controller
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KEVIN KIMBERLIN PARTNERS
/s/ Kevin Kimberlin
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By: Kevin Kimberlin
Title: General Partner
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EXHIBIT 99.1
GRAPHON CORPORATION, UNITY FIRST ACQUISITION CORP. COMPLETE MERGER
CAMPBELL, CA - JULY 12, 1999 -GraphOn Corporation (www.graphon.com) today
announced the consummation of a merger with Unity First Acquisition Corp.
(OTC BB: UFAC). In the agreement, Unity First, a publicly traded acquisition
corporation, acquired GraphOn and changed its name to GraphOn Corporation.
GraphOn's operations and management team will continue in their existing
roles with the newly public company in GraphOn's business as a leading
provider of thin, connectivity software. GraphOn software enables enterprises
to extend their applications to a wide variety of PCs and desktop devices
over dial-up, WAN and Internet connections. This technology provides
efficient, cost-effective access to applications by new and existing markets
by web-enabling applications for the enterprise and the emerging Application
Service Provider (ASP) industry.
Unity First announced its intent to consummate a merger and acquisition
of GraphOn earlier this year. GraphOn completed a $5.175 million private
placement of common stock in late January. "The Unity First merger provides
GraphOn with significant capital for expansion," said Walt Keller, president
of GraphOn. "With this capital, GraphOn intends to increase its sales and
marketing efforts in the U.S. and international markets, attract and retain
key management and other personnel, acquire technologies and companies and
further develop existing and new software." Keller continued, "GraphOn has
established strategic alliances with major technology leaders and brings
today's most powerful applications to the desktop without rewrites to the
software or changes to the corporate computing infrastructure, lowering total
cost of ownership."
The merger was approved by the shareholders of both companies and is
expected to provide GraphOn with additional operating capital of $5.4
million. As previously announced, GraphOn shareholders will receive a fixed
exchange ratio of 0.5576 share of Unity common stock for each share of
GraphOn common stock. In addition, Unity First has filed an application with
the Nasdaq for inclusion in the SmallCap Market and to change its ticker
symbol from UFAC to GOJO.
ABOUT GRAPHON
GraphOn Corporation develops and markets thin, server-based software to
speed, centralize and simplify enterprise computing and enable efficient
network deployment of applications to a wide variety of devices. In addition
to jBridge which GraphOn acquired from Corel Corporation in December 1998,
GraphOn products include GO-Global, the first thin client X server for PCs
running Microsoft Windows; GO-Joe, the first thin client X server for Java;
and GO-Between, the first thin client X server for multi-user NT (such as
Microsoft Terminal Server and Citrix WinFrame). Fully functional demos of
GraphOn's products are downloadable from the company's website
(http://www.graphon.com). The company is headquartered in Campbell,
California and has offices in Seattle, Washington and Concord, New Hampshire.
ABOUT UNITY FIRST
Unity First Acquisition Corp. (OTC Bulletin Board - UFAC; UFACW; UFACZ)
was formed in May 1996 to serve as a vehicle to effect a merger or similar
business combination with an operating business which Unity First believes
has significant growth potential. Unity First consummated an initial public
offering of its equity securities in November 1996 from which it derived net
proceeds in excess of $6 million.
THIS PRESS RELEASE CONTAINS STATEMENTS THAT ARE FORWARD LOOKING AS THAT TERM
IS DEFINED BY THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS THAT ARE SUBJECT TO
RISKS AND UNCERTAINTIES. ACTUAL RESULTS WILL DIFFER DUE TO FACTORS SUCH AS
SHIFTS IN CUSTOMER DEMAND, PRODUCT SHIPMENT
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SCHEDULES, PC SHIPMENT GROWTH, PRODUCT MIX, COMPETITIVE PRODUCTS AND PRICING,
TECHNOLOGICAL SHIFTS AND OTHER VARIABLES. READERS ARE ALSO REFERRED TO UFAC's
MOST RECENT REPORTS ON FORM S-4, FORM 10-K AND 10-Q AND OTHER REPORTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.
GRAPHON, GO-JOE, GO-GLOBAL, GO-BETWEEN, GLOBALHOST, AND RAPIDX ARE TRADEMARKS
OR REGISTERED TRADEMARKS OF GRAPHON CORP. IN THE USA AND OTHER COUNTRIES.
