<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.)(1)
GraphOn Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
388 707 101
- --------------------------------------------------------------------------------
(CUSIP Number)
Walt Keller
GraphOn Corporation
150 Harrison Avenue, Campbell, California 95008
(408) 370-4080
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP NO. 388 707 101 SCHEDULE 13D
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A
COREL CORPORATION
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
CANADA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,626,114
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,626,114
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,626,114
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
CUSIP NO. 388 707 101 SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock, no par value, of GraphOn Coporation,
a Delaware corporation ("GraphOn"). The principal executive offices of GraphOn
are located at 150 Harrison Avenue, Campbell, California 95008, telephone (408)
370-4080.
Item 2. Identity and Background.
This Schedule 13D is filed by Corel Corporation ("Corel"), a Canadian
corporation, whose corporate address is 1600 Carling Ave., Ottawa, ON K1Z 8R7.
Item 3. Source and Amount of Funds or Other Consideration.
Corel acquired 2,167,114 shares of common stock of GraphOn (the "Shares") and a
warrant to purchase up to 216,711 shares of common stock at an exercise price of
$1.79 per share in exchange for certain assets associated with a software
product known as jBridge.
Item 4. Purpose of Transaction.
Corel acquired the Shares in connection with its sale (the "Sale") to GraphOn of
a software product known as jBridge. As part of the sale, Corel is entitled to
a nominee to the Board of Directors of GraphOn. (With this exception, Corel has
no plans or proposals which would relate to or would result in any of the items
listed in Item 4.)
On February 23, 24, 25, 28 and 29, 2000, 23,000, 7,000, 15,000, 100,000 and
176,000 shares respectively were sold at an average price per day, per share of
$17.7745, $17.0446, $16.9375, $16.805 and $15.494 respectively.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, Corel beneficially owns 1,626,114
shares of GraphOn common stock or approximately 11.5% percent of the issued
and outstanding shares of GraphOn's common stock, and a warrant to purchase
up to 216,711 shares of common stock at an exercise price of $1.79 per
share.
(b) Corel has sole power to vote and dispose of 1,626,114 shares of GraphOn
common stock held of record in Corel's name.
(c) Other than as described above in response to Item 4 hereof, there were no
GraphOn common stock transactions effected by Corel during the 60-day
period preceding the date set forth on the cover except for 220,000 shares
that were sold from February 14 -16, 2000 as reported on the 13D dated
February 23, 2000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As noted under Item 4 above, as part of the Sale, Corel was granted the right to
appoint a nominee to the Board of Directors of GraphOn. Currently, Corel does
not have a representative on the Board of Directors of GraphOn.
Item 7. Material to be Filed as Exhibits.
None
<PAGE>
CUSIP NO. 388 707 101 SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: March 20, 2000 By: /s/ Eric Smith
----------------------------------------
Eric J. Smith
Vice President, General Counsel
and Secretary
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
CUSIP No.388 707 101 SCHEDULE 13D
The following table sets forth the name, business address and present principal
occupation or employment of each director and executive officer of Corel. Each
such person is a Canadian citizen, and unless noted below, the business address
of each such person is 1600 Carling Avenue, Ottawa, Ontario, Canada K1Z 8R7.
Board of Directors
- ------------------
Name and Title Present Principal Occupation
Michael C.J. Cowpland Chairman, Chief Executive Officer and
President of Corel Corporation
Lyle B. Blair Director of Corel Corporation; President
of Blairhampton Properties Inc. (a
privately owned property development
company) 29 Forest Hill Road, Toronto ON
M4V 2L4.
Honourable William G. Director of Corel Corporation; Counsel,
Davis, P.C., C.C., Q.C. Torys, Barristers and Solicitors
Hunter S. Grant Director of Corel Corporation; President
of Kingmer Holding Ltd. (holding
company)
Jean-Louis Malouin Director of Corel Corporation; Dean,
Faculty of Administration, University of
Ottawa 136 Jean-Jacques Lussier, Ottawa
ON K1N 6N5
Honorable Barbara J. Director of Corel Corporation; President
McDougall, P.C., CFA, of The Canadian Institute of
International Affair International Affairs (a non-partisan
LLD (Hon.) nation-wide forum for discussion,
analysis and debate of international
affairs) c/o Glendon Hall, 2/nd/ Floor
Glendon College Campus
2275 Bayview Avenue
Toronto, ON M4N 3M6
Executive Officers Of Corel Corporation Who Are Not Directors
- -------------------------------------------------------------
Name Title and Present Principal Occupation
Derek Burney Executive Vice President, Engineering
Sandra Gibson Executive Vice President, Corporate
Services
Tony O'Dowd Executive Vice President, International
Product Development; General Manager,
Corel Corporation Limited
Ross Cammellari Executive Vice President, Marketing
Eric Smith Vice President, General Counsel and
Secretary
Carey Stanton Executive Vice President, Business
Development
Kerry D. Williams Executive Vice President, Manufacturing
Mitch Desrochers Vice-President, Finance and Controller
Steve Houck Executive Vice-President, Sales
