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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from ________ to ________
Commission File Number: 0-26198
UNISON SOFTWARE, INC.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2696878
- ---------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
5101 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices, including zip code)
(408) 988-2800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of Common Stock outstanding as of September 30, 1996 was
7,784,790.
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UNISON SOFTWARE, INC.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of May 31, 1996 and August 31, 1996 3
Consolidated Statements of Operations for the three months
ended August 31, 1995 and August 31, 1996 4
Consolidated Statements of Cash Flows for the three months
ended August 31, 1995 and August 31, 1996 5
Notes to the Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURE 13
INDEX TO EXHIBITS 14
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ITEM 1
UNISON SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
MAY 31, 1996 AUG. 31, 1996
------------ --------------
(unaudited)
Current Assets:
Cash and cash equivalents $ 4,558 $ 4,220
Marketable securities 15,890 17,715
Accounts receivable, net of allowance for
doubtful accounts of $176 and $175 at
May 31, 1996 and Aug. 31, 1996,
respectively 11,214 8,937
Prepaid expenses and other current assets 116 254
Deferred income taxes 214 214
-------- --------
Total Current Assets 31,992 31,340
Property and equipment, net 1,715 2,092
Deferred income taxes 237 238
Other assets, net 277 281
-------- --------
Total Assets $ 34,221 $ 33,951
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 308 $ 233
Accounts payable 454 356
Current and deferred income taxes payable 403 640
Accrued expenses 3,154 2,161
Deferred revenue 6,003 5,644
-------- --------
Total Current Liabilities 10,322 9,034
Long-term debt, net of current portion 688 444
Other long-term liabilities 184 187
-------- --------
Total Liabilities 11,194 9,665
-------- --------
Preferred stock, $0.001 par value;
Authorized: 5,000 shares;
Issued and outstanding: -0- -- --
Common stock, $0.001 par value;
Authorized: 40,000 shares;
Issued and outstanding: 7,683 and
7,784 shares at May 31, 1996
and Aug. 31, 1996, respectively. 8 8
Additional paid-in capital 16,091 16,582
Unrealized holding losses on marketable
securities, net (19) (19)
Retained earnings 7,002 7,766
Cumulative foreign currency translation
adjustments (55) (51)
Total Stockholders' Equity 23,027 24,286
-------- --------
Total Liabilities and
Stockholders' Equity $ 34,221 $ 33,951
-------- --------
-------- --------
See accompanying notes.
3
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UNISON SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
THREE MONTHS ENDED
----------------------------------
AUG. 31, 1995 AUG. 31, 1996
------------- -------------
Net revenues:
License fees $2,833 $4,456
Services 2,037 3,033
------ ------
Total net revenues 4,870 7,579
------ ------
Costs and expenses:
Cost of license fees 141 195
Cost of services 307 699
Sales and marketing 2,650 3,783
Research and development 730 1,092
General and administrative 552 801
------ ------
Total costs and expenses 4,380 6,570
------ ------
Income from operations 490 1,009
Interest and other income (expense), net 40 232
------ ------
Income before income taxes 530 1,241
Provision for income taxes 201 478
------ ------
Net income $ 329 $ 763
------ ------
------ ------
Net income per share $ 0.05 $0.09
------ ------
------ ------
Shares used in per share calculation 7,069 8,105
------ ------
------ ------
See accompanying notes.
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UNISON SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------
AUG. 31, 1995 AUG. 31, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:. . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $329 $763
Adjustments to reconcile net income to net cash
provided by operating activities: . . . . . . . . . . . .
Depreciation and amortization. . . . . . . . . . . . 103 124
Other. . . . . . . . . . . . . . . . . . . . . . . . (53)
Changes in assets and liabilities: . . . . . . . . .
Accounts receivable. . . . . . . . . . . . . . . 1,665 2,277
Prepaid expenses and other current assets. . . . 24 (138)
Accounts payable and other accrued expenses. . . (263) (853)
Deferred revenue . . . . . . . . . . . . . . . . (92) (359)
-------- --------
Net cash provided by operating activities. . . 1,713 1,814
-------- --------
Cash flows from investing activities:. . . . . . . . . . . . .
Purchase of property and equipment. . . . . . . . . . . . (257) (501)
(Increase) decrease in other long-term assets . . . . . . 16 (5)
Purchases of marketable securities. . . . . . . . . . . . (5,326)
Sales of marketable securities. . . . . . . . . . . . . . 201 3,500
-------- --------
Net cash used in investing activities. . . . . (40) (2,332)
-------- --------
Cash flows from financing activities:. . . . . . . . . . . . .
Issuance of common stock and warrants. . . . . . . . . . . 13,515 496
Payments on capital lease obligations and notes payable. . (207) (316)
-------- --------
Net cash provided by financing activities. . . 13,308 180
-------- --------
Net increase (decrease) in cash and cash
equivalents. . . . . . . . . . . . . . . . . 14,981 (338)
Cash and cash equivalents at beginning of period . . . . . . . 3,955 4,558
-------- --------
Cash and cash equivalents at end of period . . . . . . . . . . $18,936 $4,220
-------- --------
-------- --------
</TABLE>
See accompanying notes.
5
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UNISON SOFTWARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - INTERIM CONSOLIDATED FINANCIAL STATEMENTS
These interim consolidated financial statements are unaudited, but have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of financial position, results of
operations and cash flows at the dates and for the periods presented have been
included. The interim financial information herein is not necessarily
indicative of results for any future period. The interim consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the fiscal year ended May 31,
1996 included in the Company's Form 10-K.
NOTE 2 - COMPUTATION OF EARNINGS PER SHARE
Net income per share is computed using the weighted average number of
shares of common and dilutive common equivalent shares outstanding during the
period. Dilutive common equivalent shares consist of options and warrants
(using the treasury stock method for all periods presented).
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the attached
consolidated financial statements and notes thereto, and with the audited
financial statements and notes thereto of the Company for the fiscal year ended
May 31, 1996 included in the Company's Form 10-K.
OVERVIEW
Unison Software, Inc. develops, markets, and supports networked systems
management software for distributed, heterogeneous computing environments. The
Company's workload management, storage management, and output management tools
support the deployment of business critical applications in client/server
environments. Unison was incorporated in California in 1980 and reincorporated
in Delaware in July 1995.
The Company's revenues are derived from license fees for software products
and fees for a range of services complementing such products, including software
maintenance and support, training and system implementation consulting.
Software licenses typically are granted on a perpetual, per-CPU basis, although
the Company may grant site or enterprise-wide licenses for larger installations.
License fee revenues are recognized upon product shipment if no significant
vendor obligations remain and collection of the resulting receivable is deemed
probable. Allowances are established for potential product returns and credit
losses, which have not been substantial to date. Fees for services are charged
separately from fees for software licenses. Service revenues from customer
maintenance services, which include on-going product support and periodic
product updates, are recognized ratably over the term of each contract, which is
typically twelve months. Payments for customer maintenance fees are generally
made in advance and are non-refundable. Service revenues from training and
consulting services are recognized when the services are performed.
License fee revenues have been derived principally from direct sales of
software products to end users through the Company's direct field sales and
telesales force and national account sales group. Although the Company believes
that such direct sales will continue to account for a significant portion of
license fee revenues, the Company expects that revenues from sales through
OEMs, VARs, ISVs and other indirect channels will increase as a percentage of
license fee revenues. The Company's expansion of its field sales force has
caused, and is expected to continue to cause, sales and marketing expenses to
increase. The Company is also increasingly attempting to direct customers to
larger, enterprise-wide implementations of the Company's products, which may
increase the complexity and length of the sales cycle. In connection with such
larger sales, the Company may choose to grant greater pricing and other
concessions than for single department or local network sales.
The Company's operating results have fluctuated, and may continue to
fluctuate, on an annual and quarterly basis as a result of a number of factors,
many of which are outside of the Company's control. These factors include the
timing of significant orders, the length of sales cycles, customer budget
changes, the timing of new product introductions, changes in pricing policies by
the Company or its competitors, product mix, the market acceptance of new and
enhanced versions of the Company's products, and conditions and events in the
computer industry and the general economy. The Company does not maintain a
significant backlog, and therefore revenues for each quarter depend to a large
extent on orders booked and shipped in that quarter. Additionally, the Company
typically realizes a significant portion of license fee revenues in the last
month of a quarter, frequently in the last weeks or even days of a quarter. As
a result, license fee revenues for any quarter can be subject to significant
variation. The Company establishes its expenditure levels for sales, marketing,
product development and other operating expenses based, in large part, on its
expected future revenues. If revenues fall below expectations in a particular
quarter, operating results and net income are likely to be
7
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materially adversely affected. A significant portion of the Company's operating
expenses are fixed, and planned expenditures are based primarily on sales
forecasts. Any inability of the Company to adjust spending quickly enough to
compensate for any failure to meet sales forecasts or to receive anticipated
revenues, or any unexpected increase in product returns or other costs, could
magnify the adverse impact of such events on the Company's operating results.
Further, the purchase of the Company's products may involve a significant
commitment of capital by the customer, with the attendant delays frequently
associated with large capital expenditures and acceptance procedures within an
organization. For these and other reasons, the sales cycle associated with the
purchase of client/server networked systems management software is typically
lengthy and subject to a number of significant risks over which the Company has
little or no control, including customers' budgetary constraints and internal
acceptance reviews. Furthermore, the Company's business has experienced and is
expected to continue to experience significant seasonality, due, among other
things, to customer capital spending patterns, the general summer slowdown in
the computer industry and the fact that the Company's first fiscal quarter
coincides with such summer slowdown. Based upon the foregoing and other
factors, the Company believes that its quarterly revenues, expenses and
operating results could vary significantly in the future, that period-to-period
comparisons of its results of operations are not necessarily meaningful, and
that, in any event, such comparisons should not be relied upon as indications of
future performance.
8
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RESULTS OF OPERATIONS
The following table sets forth certain consolidated statement of operations
data as a percentage of total net revenues:
THREE MONTHS ENDED
---------------------------------
AUG. 31, 1995 AUG. 31, 1996
------------- -------------
Net revenues:
License fees 58.2% 60.0%
Services 41.8% 40.0%
------ ------
Total net revenues 100.0% 100.0%
------ ------
Costs and expenses:
Cost of license fees 2.9% 2.6%
Cost of services 6.3% 9.2%
Sales and marketing 54.4% 49.9%
Research and development 15.0% 14.4%
General and administrative 11.3% 10.6%
------ ------
Total costs and expenses 89.9% 86.7%
------ ------
Income from operations 10.1% 13.3%
Interest and other income (expense), net .8% 3.1%
------ ------
Income before income taxes 10.9% 16.4%
Provision for income taxes 4.1% 6.3%
------ ------
Net income 6.8% 10.1%
------ ------
------ ------
NET REVENUES
Net revenues increased 56% from $4.9 million for three months ended August
31, 1995 to $7.6 million for the three months ended August 31, 1996. The
increase was primarily the result of growth in open systems license fees
attributable to increased market acceptance of the Company's UNIX and Microsoft
Windows NT products, and increased revenues from indirect channels. Service
revenues also increased, reflecting the increase in the installed base of the
Company's products and additional revenue generated as a result of the expansion
of the Company's consulting services group.
License fees accounted for 58.2% of net revenues for the three months ended
August 31, 1995 compared to 60.0% of net revenues for the three months ended
August 31, 1996. Conversely, service revenues accounted for 41.8% of net
revenues for the three months ended August 31, 1995 compared to 40.0% of net
revenues for the three months ended August 31, 1996.
UNIX and Windows NT license fees accounted for 50.6% of total license fees
for the three months ended August 31, 1995 and 69.2% of total license fees for
the three months ended August 31, 1996. The increases in UNIX and Windows NT
license fee revenues both in absolute dollars and as a percentage of total
license fees resulted from the expansion of the Company's product offerings and
its increased efforts to address the open distributed systems market. The
Company's future growth, if any, will depend on continued growth in UNIX and
Windows NT license fees. License fees from HP3000 products have been, and are
expected to
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continue to be, a significant though declining portion of the Company's net
revenues. However, there can be no assurance as to how long the HP3000 will
continue to be a viable product or be used in ways which benefit from use of the
Company's networked systems management tools. The Company anticipates that
HP3000 license fees may continue to decline in the future, as the Company
continues to focus on the open distributed systems market.
Sales to customers outside of the United States, including sales generated
by the Company's United Kingdom subsidiary, represented 26.6% of net revenues
for the three months ended August 31, 1995 as compared to 22.5% of net revenues
for the three months ended August 31, 1996. While declining as a percentage of
total revenues, the Company's sales to customers outside of the United States
increased in absolute dollars due to increased acceptance of the Company's
products in these markets.
COST OF LICENSE FEES
Cost of license fees consists primarily of product packaging, shipping,
delivery media, documentation and third-party royalties payable in connection
with sales of certain of the Company's products, including certain HP3000
products. Cost of license fees increased from $141,000, or 5.0% of license
fees, in the three months ended August 31, 1995 to $195,000, or 4.3% of license
fees, in the three months ended August 31, 1996. The decline in cost of license
fees as a percentage of license fees was a result of increased revenues from the
Company's products that are not subject to royalty obligations and an increase
in average order size resulting in lower packaging, media and shipping costs.
COST OF SERVICES
Cost of services consists primarily of the direct and indirect costs of
providing software maintenance and support, training and consulting services to
the Company's customers. Cost of services increased from $307,000, or 15.1% of
service revenues, in the three months ended August 31, 1995 to $699,000, or
23.1% of service revenues, in the three months ended August 31, 1996. The
increases were due to increases in support personnel in anticipation of
increased demand for customer support services relating to the Company's UNIX
and Windows NT products and additional training and consulting personnel to
assist customers in deploying these products.
SALES AND MARKETING
Sales and marketing expenses consist principally of salaries, commissions
and advertising and promotion costs. Sales and marketing expenses increased
from $2.7 million, or 54.4% of net revenues, in the three months ended August
31, 1995 to $3.8 million, or 49.9% of net revenues, in the three months ended
August 31, 1996. The increase in absolute dollars was primarily the result of
the expansion of the Company's field sales organization and increased sales
compensation resulting from increased revenues. Such expenses declined as a
percentage of net revenues as the Company continued to realize benefits from the
expanded sales organization. The Company anticipates that as it continues to
expand its sales and marketing efforts in the open systems market, such expenses
will continue to increase in absolute dollars during fiscal 1997.
RESEARCH AND DEVELOPMENT
Research and development expenses consist primarily of personnel related
costs. Research and development expenses increased from $730,000, or 15.0% of
net revenues, in the three months ended August 31, 1995 to $1.1 million, or
14.4% of net revenues, in the three months ended August 31, 1996. Research and
development expenses increased in absolute dollars and are expected to continue
to increase as a result of the Company's efforts to enhance and expand its
product offerings.
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GENERAL AND ADMINISTRATIVE
General and administrative expenses increased from $552,000, or 11.3% of
net revenues, in the three months ended August 31, 1995 to $801,000, or 10.6% of
net revenues, in the three months ended August 31, 1996. The Company expects
that its general and administrative expenses will increase in absolute dollars
in the future, as the Company expands its staffing to support expanded
operations.
INTEREST AND OTHER INCOME (EXPENSE), NET
Interest and other income (expense), net is comprised primarily of interest
and dividend income, gains on foreign currency translations and gains on sales
of assets, net of interest expense and any losses on the foregoing. Interest
income is comprised primarily of interest on proceeds from the Company's initial
public offering completed in July 1995. Interest expense has historically been
comprised primarily of interest on debt incurred in connection with a past
acquisition and the Company's guarantee of certain indebtedness of its Employee
Stock Ownership Plan. During the quarter ended August 31, 1995, the ESOP
retired its indebtedness with a portion of the proceeds from the ESOP's sale of
shares in the initial public offering.
PROVISIONS FOR INCOME TAXES
The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. The Company's effective tax rates were 37.9% and
38.5% for the periods ended August 31, 1995 and August 31, 1996, respectively.
Such rates approximately represented the combined federal and state statutory
rate and certain taxes due in the United Kingdom.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its operations and capital expenditures
primarily with cash flow from operations. Net cash provided by operating
activities in the three months ended August 31, 1996 was $1.8 million, resulting
primarily from net income and decreases in accounts receivable, offset by
decreases in accounts payable, and deferred revenue. This compares to net cash
provided by operating activities of $1.7 million for the same period of fiscal
1996.
Net cash used in investing activities was $40,000 and $2.3 million in the
three months ended August 31, 1995 and August 31, 1996, respectively. The
latter amount consisted primarily of purchases of marketable securities and
equipment, offset in part by sales of marketable securities.
Financing activities provided net cash of $13.3 million in the three months
ended August 31, 1995, principally as a result of the Company's initial public
offering completed in July 1995. The Company sold 1.7 million shares of Common
Stock at a price to the public of $9.00 per share, resulting in net proceeds to
the Company (after deducting underwriting discounts and commissions and offering
expenses) of approximately $13.4 million. Financing activities provide $180,000
in the three months ended August 31, 1996, primarily as a result of issuance of
common stock, offset in part by repayment of notes payable.
11
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.7 1995 Stock Option Plan, as amended and restated
11.1 Statement Regarding Computation of Net Income Per Share
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the period for which
this report is filed.
12
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SIGNATURE
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 thereunto duly authorized.
UNISON SOFTWARE, INC.
(Registrant)
Date: October __, 1996 By: /s/ Richard J. Armitage
-----------------------------------------
Richard J. Armitage
Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT PAGE
10.7 1995 Stock Option Plan, as amended and restated --
11.1 Statement Regarding Computation of Net Income Per Share 15
27.1 Financial Data Schedule --
14
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Exhibit 10.7
UNISON SOFTWARE, INC.
1995 STOCK OPTION PLAN
1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be Incentive Stock Options (as
defined under Section 422 of the Code) or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder. Stock Purchase Rights may also be granted
under the Plan.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the requirements relating to the administration
of stock option plans under U. S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Options or Stock Purchase Rights are, or will be, granted
under the Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" means a committee of Directors appointed by the Board of
Directors to administer the Plan in accordance with Section 4 of the Plan.
(f) "COMMON STOCK" means the Common Stock of the Company.
(g) "COMPANY" means Unison Software, Inc., a Delaware corporation.
(h) "CONSULTANT" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services. The term
Consultant shall include Directors.
(i) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that the
employment or consulting relationship with the Company, any Parent, or
Subsidiary, is not interrupted or terminated. Continuous Status as an Employee
or Consultant shall not be considered interrupted in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor. A
leave of absence approved by the Company shall include sick leave, military
leave, or any other personal leave approved by an authorized representative of
the Company. For purposes of Incentive Stock Options, no such leave may exceed
90 days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract, including Company policies. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed, on the 91st
day of such leave any Incentive Stock Option held by the Optionee shall cease to
be treated as an Incentive Stock Option and shall be treated for tax purposes as
a Nonstatutory Stock Option.
(j) "DIRECTOR" means a member of the Board.
(k) "EMPLOYEE" means any person, including Officers and directors, employed
by the Company or any Parent or Subsidiary of the Company. The payment of a
director's fee by the Company shall not be sufficient to constitute "employment"
by the Company.
(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
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(m) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported)
as quoted on such exchange or system for the last market trading day prior
to the time of determination, as reported in THE WALL STREET JOURNAL or such
other source as the Administrator deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ System (but not on the
Nasdaq National Market thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common
Stock on the last market trading day prior to the day of determination, or;
(iii) In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the
Administrator.
(n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.
(o) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.
(p) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(q) "OPTION" means a stock option granted pursuant to the Plan.
(r) "OPTION AGREEMENT" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.
(s) "OPTIONED STOCK" means the Common Stock subject to an Option or a Stock
Purchase Right.
(t) "OPTIONEE" means an Employee or Consultant who receives an Option or
Stock Purchase Right.
(u) "PARENT" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(v) "PLAN" means this 1995 Stock Option Plan.
(w) "RESTRICTED STOCK" means shares of Common Stock acquired pursuant to a
grant of a Stock Purchase Right under Section 18 below.
(x) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3.
(y) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 11 below.
(z) "STOCK PURCHASE RIGHT" means a right to purchase Common Stock pursuant
to Section 18 below.
(aa) "SUBSIDIARY" means a "subsidiary corporation", whether now or hereafter
existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 1,100,000 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock.
If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); PROVIDED, however, that Shares that have actually been issued under
the Plan, upon exercise of either an Option or Stock Purchase Right, shall not
be returned to the Plan and shall not become available
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<PAGE>
for future distribution under the Plan, except that if unvested Shares of
Restricted Stock are repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE.
(i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered by
different Committees with respect to different groups of Optionees.
(ii) SECTION 162(M). To the extent that the Administrator determines it
to be desirable to qualify Options granted hereunder as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the Plan
shall be administered by a Committee of two or more "outside directors"
within the meaning of Section 162(m) of the Code.
(iii) RULE 16B-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption
under Rule 16b-3.
(iv) OTHER ADMINISTRATION. Other than as provided above, the Plan shall
be administered by (A) the Board or (B) a Committee, which committee shall
be constituted to satisfy Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and,
in the case of a Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, including
the approval, if required, of any stock exchange upon which the Common Stock is
listed, the Administrator shall have the authority, in its discretion:
(i) to determine the Fair Market Value of the Common Stock;
(ii) to select the Consultants and Employees to whom Options and Stock
Purchase Rights may from time to time be granted hereunder;
(iii) to determine whether and to what extent Options and Stock Purchase
Rights (or any combination thereof) are granted hereunder;
(iv) to determine the number of Shares to be covered by each such award
granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions of any award granted
hereunder;
(vii) to determine whether and under what circumstances an Option may be
settled in cash under Section 9(e) instead of Common Stock;
(viii) to prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plans established
for the purpose of qualifying for preferred tax treatment under foreign tax
laws;
(ix) to reduce the exercise price of any Option to the then current Fair
Market Value if the Fair Market Value of the Common Stock covered by such
Option has declined since the date the Option was granted;
(x) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares having a
Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined. All elections by
an Optionee to have Shares withheld for this purpose shall be made in such
form and under such conditions as the Administrator may deem necessary or
advisable; and
(xi) to construe and interpret the terms of the Plan and awards granted
pursuant to the Plan.
A-3
<PAGE>
(c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options or Stock Purchase Rights.
5. ELIGIBILITY.
(a) Nonstatutory Stock Options and Stock Purchase Rights may be granted to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option or Stock
Purchase Right may, if otherwise eligible, be granted additional Options or
Stock Purchase Rights.
(b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value:
(i) of Shares subject to an Optionee's Incentive Stock Options granted
by the Company, any Parent or Subsidiary, which
(ii) become exercisable for the first time during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.
(c) Neither the Plan nor any Option or Stock Purchase Right shall confer
upon any Optionee any right with respect to continuation of employment or
consulting relationship with the Company, nor shall it interfere in any way with
his or her right or the Company's right to terminate his or her employment or
consulting relationship at any time, with or without cause.
(d) The following limitations shall apply to grants of Options to Employees:
(i) No Employee shall be granted, in any fiscal year of the Company,
Options to purchase more than 250,000 Shares.
(ii) In connection with his or her initial service, an Employee may be
granted options to purchase up to an additional 250,000 Shares which shall
not count against the limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described in
Section 11.
(iv) If an Option is canceled in the same fiscal year of the Company in
which it was granted (other than in connection with a transaction described
in Section 11), the canceled Option will be counted against the limit set
forth in Section 5(d)(i). For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.
6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the stockholders of
the Company, as described in Section 17 of the Plan. It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 13 of the
Plan.
7. TERM OF OPTION. The term of each Option shall be the term stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
term as may be provided in the Option Agreement.
A-4
<PAGE>
8. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) The per share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant.
(B) granted to any Employee other than an Employee described in the
preceding paragraph, the per Share exercise price shall be no less than
100% of the Fair Market Value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option, the per Share exercise
price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per
Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price of less than 100% of the Fair Market Value per Share on
the date of grant pursuant to a merger or other corporate transaction.
(b) The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option have been owned by the Optionee for more
than six months on the date of surrender and (y) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (5) delivery of a properly executed
exercise notice together with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, (6) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement, or (7)
any combination of the foregoing methods of payment. In making its determination
as to the type of consideration to accept, the Board shall consider if
acceptance of such consideration may be reasonably expected to benefit the
Company.
9. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of the
Plan. Unless the Administrator provides otherwise, vesting of Options granted
hereunder shall be tolled during any unpaid leave of absence.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the Shares, no
right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such Shares
A-5
<PAGE>
promptly upon exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 11 of the Plan.
Exercise of an Option in any manner shall result in a decrease in the number
of Shares which thereafter may be available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.
(b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the event of
termination of an Optionee's Continuous Status as an Employee or Consultant with
the Company (but not in the event of an Optionee's change of status from
Employee to Consultant (in which case an Employee's Incentive Stock Option shall
automatically convert to a Nonstatutory Stock Option on the ninety-first (91st)
day following such change of status) or from Consultant to Employee), such
Optionee may, but only within such period of time as is determined by the
Administrator, with such determination in the case of an Incentive Stock Option
not exceeding three (3) months after the date of such termination (but in no
event later than the expiration date of the term of such Option as set forth in
the Option Agreement), exercise his or her Option to the extent that Optionee
was entitled to exercise it at the date of such termination. To the extent that
Optionee was not entitled to exercise the Option at the date of such
termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.
(c) DISABILITY OF OPTIONEE. In the event of termination of an Optionee's
consulting relationship or Continuous Status as an Employee as a result of his
or her disability (as such term is defined in Section 22(e)(3) of the Code),
Optionee may, but only within twelve (12) months from the date of such
termination (and in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement), exercise the Option to the extent
otherwise entitled to exercise it at the date of such termination. To the extent
that Optionee is not entitled to exercise the Option at the date of termination,
or if Optionee does not exercise such Option to the extent so entitled within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
(d) DEATH OF OPTIONEE. In the event of the death of an Optionee, the Option
may be exercised at any time within twelve (12) months following the date of
death (but in no event later than the expiration of the term of such Option as
set forth in the Notice of Grant), by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the Optionee was entitled to exercise the Option at the date of
death. If, at the time of death, the Optionee was not entitled to exercise his
or her entire Option, the Shares covered by the unexercisable portion of the
Option shall immediately revert to the Plan. If, after death, the Optionee's
estate or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.
(e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.
10. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Unless
otherwise specified by the Administrator, Options and Stock Purchase Rights may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan
A-6
<PAGE>
upon cancellation or expiration of an Option or Stock Purchase Right, as well as
the price per share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option or Stock Purchase Right.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, the Board shall notify the Optionee at least fifteen
(15) days prior to such proposed action. To the extent it has not been
previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.
(c) MERGER OR ASSET SALE. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option and Stock Purchase Right shall be assumed or an
equivalent option or right shall be substituted by the successor corporation or
a Parent or Subsidiary of the successor corporation. If the outstanding Options
and Stock Purchase Rights are not assumed or substituted in accordance with the
preceding sentence, the Administrator shall provide for all Options to vest and
for the Optionee to have the right to exercise the Option or Stock Purchase
Right as to all of the Optioned Stock, including Shares as to which such Option
or Stock Purchase Right would not otherwise be exercisable, unless the
Administrator, in its discretion, provides otherwise. If the exercisability of
an Option or Stock Purchase Right is accelerated pursuant to the preceding
sentence, the Administrator shall notify the Optionee that the Option or Stock
Purchase Right shall be fully vested and exercisable for a period of fifteen
(15) days from the date of such notice, and the Option or Stock Purchase Right
will terminate upon the expiration of such period. For the purposes of this
paragraph, the Option or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the Option or Stock Purchase Right
confers the right to purchase, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets was not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each Share
of Optioned Stock subject to the Option or Stock Purchase Right, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or sale of assets.
12. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of grant
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Board. Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase Right is so granted within a reasonable time after the date of
such grant.
13. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Section 422 of the Code or any
other Applicable Laws, the
A-7
<PAGE>
Company shall obtain stockholder approval of any Plan amendment in such a manner
and to such a degree as required.
(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or termination of
the Plan shall not affect Options or Stock Purchase Rights already granted, and
such Options and Stock Purchase Rights shall remain in full force and effect as
if this Plan had not been amended or terminated, unless mutually agreed
otherwise between the Optionee and the Board, which agreement must be in writing
and signed by the Optionee and the Company.
14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant thereto shall comply with all Applicable Laws, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option or Stock Purchase Right, the
Company may require the person exercising such Option or Stock Purchase Right to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.
15. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
16. AGREEMENTS. Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Board shall approve from time to time.
17. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted. Such stockholder approval shall be obtained in the degree
and manner required under Applicable Laws.
18. STOCK PURCHASE RIGHTS.
(a) RIGHTS TO PURCHASE. Stock Purchase Rights may be issued either alone, in
addition to, or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. After the Administrator determines that it will
offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing, by means of a Notice of Grant, of the terms, conditions and
restrictions related to the offer, including the number of Shares that the
offeree shall be entitled to purchase, the price to be paid, and the time within
which the offeree must accept such offer, which shall in no event exceed six (6)
months from the date upon which the Administrator made the determination to
grant the Stock Purchase Right. The offer shall be accepted by execution of a
Restricted Stock Purchase Agreement in the form determined by the Administrator.
(b) REPURCHASE OPTION. Unless the Administrator determines otherwise, the
Restricted Stock Purchase Agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment with the Company for any reason (including death or Disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock purchase
agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at a rate determined by the Administrator.
(c) OTHER PROVISIONS. The Restricted Stock Purchase Agreement shall contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator in its
A-8
<PAGE>
sole discretion. In addition, the provisions of Restricted Stock Purchase
Agreements need not be the same with respect to each purchaser.
(d) RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right is exercised, the
purchaser shall have the rights equivalent to those of a stockholder, and shall
be a stockholder when his or her purchase is entered upon the records of the
duly authorized transfer agent of the Company. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the Stock
Purchase Right is exercised, except as provided in Section 13 of the Plan.
A-9
<PAGE>
EXHIBIT 11.1
UNISON SOFTWARE, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE (1)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
THREE MONTHS ENDED
AUG. 31, 1995 AUG. 31, 1996
------------- -------------
Weighted average common shares outstanding
for the period............................ 6,566 7,742
Common equivalent shares assuming
conversion of stock options and warrants
under the treasury stock method........... 503 363
------ ------
Shares used in per share calculation........ 7,069 8,105
------ ------
------ ------
Net income.................................. $ 329 $ 763
------ ------
------ ------
Net income per share........................ $ 0.05 $ 0.09
------ ------
------ ------
(1) There is no difference between primary and fully diluted net income (loss)
per share for all periods presented.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF UNISON SOFTWARE, INC. FOR THE THREE MONTHS
ENDED AUGUST 31, 1996 INCLUDED ELSEWHERE IN THIS REPORT AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> AUG-31-1996
<CASH> 4220
<SECURITIES> 17715
<RECEIVABLES> 9112
<ALLOWANCES> 175
<INVENTORY> 0
<CURRENT-ASSETS> 31340
<PP&E> 3601
<DEPRECIATION> 1509
<TOTAL-ASSETS> 33951
<CURRENT-LIABILITIES> 9034
<BONDS> 0
0
0
<COMMON> 8
<OTHER-SE> 24278
<TOTAL-LIABILITY-AND-EQUITY> 33951
<SALES> 0
<TOTAL-REVENUES> 7579
<CGS> 0
<TOTAL-COSTS> 894
<OTHER-EXPENSES> 5676
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> 1241
<INCOME-TAX> 478
<INCOME-CONTINUING> 763
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 763
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
