UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
GRAPHON CORPORATION
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
388707 10 1
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(CUSIP Number)
May 25, 2000
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
<PAGE>
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CUSIP No. 388707 10 1
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1. NAME OF REPORTING PERSON Kevin B. Kimberlin
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF 5. SOLE VOTING POWER 2,036,240
SHARES ----------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY ----------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 2,036,240
REPORTING ----------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,240
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10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
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11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
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12.TYPE OF REPORTING PERSON
IN
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Page 2 of 5
<PAGE>
Item 1.
(a) Name of Issuer:
GraphOn Corporation
(b) Address of Issuer's Principal Executive Offices
225 Cochrane Circle
Morgan Hill, CA 95037
Item 2.
(a) Name of Person Filing
Kevin B. Kimberlin
(b) Address of Principal Business Office
535 Madison Avenue, 18th Floor
New York, New York 10022
(c) Citizenship:
Kevin B. Kimberlin is a United States citizen.
(d) Title of Class of Securities
Common Stock, par value $0.0001 per share
(e) CUSIP Number
388707 10 1
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check the status of the person filing
Not applicable.
Item 4. Ownership
(a) Amount beneficially owned:
2,036,240
(b) Percent of class:
13.6%
Page 3 of 5
<PAGE>
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
2,036,240
(ii) Shared power to vote or direct the vote
-0-
(iii) Sole power to dispose or direct the disposition of
2,036,240
(iv) Shared power to dispose or to direct the disposition of
-0-
Kevin B. Kimberlin is the general partner of Kevin Kimberlin
Partners LP ("KKP"), a Delaware limited partnership. Kevin B.
Kimberlin is the controlling stockholder of Spencer Trask Holdings,
Inc. ("STH"), which controls Spencer Trask Securities, Incorporated
("STSI"). STH and STSI are organized under the laws of Delaware. The
principal place of business of each of KKP, STH, and STSI is 535
Madison Avenue, 18th floor, New York, NY 10022.
Of the amount reported above, KKP holds 1,312,801 shares of common
stock and warrants to purchase 64,269 shares of common stock; STH
holds 210,000 shares of common stock and warrants to purchase
231,141 shares of common stock; and STSI holds 200,192 shares of
common stock and warrants to purchase 5,576 shares of common stock.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Page 4 of 5
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURES
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: May 25, 2000
/s/ Kevin B. Kimberlin
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Kevin B. Kimberlin
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations
(18 U.S.C. 1001)
Page 5 of 5
