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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1996
REGISTRATION STATEMENT NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNIFY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2710559
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
181 METRO DRIVE, 3RD FLOOR
SAN JOSE, CALIFORNIA 95110
(408) 467-4500
(Address, including Zip Code and telephone number, including
Area Code, of Registrant's principal executive offices)
1991 STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the plan)
REZA MIKAILLI
PRESIDENT
181 METRO DRIVE, 3RD FLOOR
SAN JOSE, CALIFORNIA 95110
(408) 467-4500
(Name, address, including Zip Code and telephone number,
including Area Code, of agent for service)
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COPIES TO:
PETER M. ASTIZ, ESQ.
BAKER & McKENZIE
660 Hansen Way
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(2)
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Common Stock, par
value $0.001 per
share . . . . . 1,270,106 $13.50 $17,146,431 $5,912.56
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities
Act"). Pursuant to Rule 457(c), the maximum offering price per unit is
$13.50, the average of the high and low sales price of a share of the
Registrant's Common Stock reported on the National Market System of the
NASDAQ Stock Market ("NASDAQ/NMS") on September 24, 1996, and the maximum
aggregate offering price is the product of $17,146,431 and 1,270,106 the
number of shares of the Registrant's Common Stock being registered hereby.
(2) The registration fee for the securities being registered hereby has been
calculated pursuant to Section 6(b) of the Securities Act and Rule 457(c)
promulgated thereunder .
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The approximate date of commencement of proposed sale of these securities is as
soon as practicable after this Registration Statement becomes effective.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
The Registrant's Final Prospectus dated June 14, 1996 as filed with the
Commission pursuant to Rule 424(b).
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers.
Under its Restated Certificate of Incorporation and Bylaws the Registrant
shall, to the full extent permitted by the Delaware General Corporation Law,
indemnify each person made or threatened to be made a party to any civil,
criminal or investigative action, suit or proceeding by reason of the fact that
such person is or was a director, officer or employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Restated Certificate of Incorporation and Bylaws state that the indemnification
provided therein is not exclusive. The Registrant has also entered into an
Indemnification Agreement with each director and certain officers which provides
that the Registrant shall indemnify the director or officer in connection with
any such actions, suits or proceedings.
The Registrant expects to have in force an insurance policy under which its
directors and officers will be insured, within the limits and subject to the
limitations in the policy, against certain expenses in connection with the
defense of such actions, suit or proceedings to which they are parties by reason
of being or having been directors or officers.
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (No. 333-3834).)
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 (No. 333-3834).)
5.1 Opinion of Baker & McKenzie as to legality of securities being
registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any provision or arrangement, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such
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liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on September 27, 1996.
UNIFY CORPORATION
By /s/ Reza Mikailli
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REZA MIKAILLI, PRESIDENT
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Reza Mikailli, Susan Salvesen and
Todd Wille, and each of them acting individually, as his or her attorney-in-
fact, each with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorney to any and
all amendments to said Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated:
Signature Title Date
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/s/ Reza Mikailli
- --------------------------- Director, President and Sept. 27, 1996
Reza Mikailli Chief Executive Officer
(Principal Executive Officer)
/s/ Susan Salvesen
- --------------------------- Vice President, Finance Sept. 27, 1996
Susan Salvesen and Administration and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ D. Kirk Bowman
- --------------------------- Director Sept. 9, 1996
D. Kirk Bowman
/s/ Gerard Langeler
- --------------------------- Director Sept. 3, 1996
Gerard Langeler
/s/ Arthur Patterson
- --------------------------- Director Sept. 3, 1996
Arthur Patterson
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Exhibit 5.1
October 1, 1996
Unify Corporation
181 Metro Drive, 3rd Floor
San Jose, California 95110
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (No. 333- ) filed by you with the Securities and
Exchange Commission on or about October 1, 1996, in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 1,270,106 shares (the "Shares") of your Common Stock outstanding
or reserved for issuance under your 1990 Stock Option Plan and 1996 Employee
Stock Purchase Plan.
As your legal counsel, we have reviewed the Registration Statement and
exhibits thereto, and examined the corporate proceedings taken with respect
to the Shares, and we are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Shares. Based upon the
foregoing and such other documents and investigations as we have deemed
necessary or appropriate, we are of the opinion that the Shares, when issued
and sold in the manner described in the Registration Statement, and when
payment therefor shall have been received by you, will be legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to said
Registration Statement and to the reference to our firm wherever appearing in
the Registration Statement. By giving such consent we do not thereby admit
that we are experts with respect to the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act, or
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/
BAKER & McKENZIE
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Exhibit 23.1
The Board of Directors
Unify Corporation:
We consent to incorporation by reference in the registration statement
on Form S-8 of Unify Corporation of our reports dated May 17, 1996, relating
to the consolidated balance sheets of Unify Corporation as of April 30, 1995
and 1996, and the related consolidated statements of operations,
stockholders' deficit, and cash flows, and the related schedule, for each of
the years in the three-year period ended April 30, 1996, which reports appear
in the registration statement on Form S-1 (No. 333-3834) of Unify Corporation.
/s/
KPMG Peat Marwick LLP
San Jose, California
September 26, 1996
