UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
June 14, 2005
Unify Corporation
(Exact name of registrant as specified in its charter)
Delaware | | 001-11807 | | 94-2710559 |
(State or other jurisdiction
of incorporation) | | (Commission File No.) | | (I.R.S. Employer
Identification No.) |
2101 Arena Boulevard
Sacramento, California 95834
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(916) 928-6400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Result of Operations and Financial Condition
The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
On June 14, 2005, Unify Corporation (the “Company”) issued a press release regarding the Company’s financial results for its four fiscal quarter and fiscal year ended April 30, 2005. The full text of the Company’s press release is attached hereto as Exhibit 99.1
In the press release the Company provided certain non-GAAP financial measures, specifically, the reconciliation of GAAP net income to non-GAAP net income (loss) for both the most recently completed fourth quarter and the prior year period, as well as a comparison on a year over year basis.
Reflected in the reconciliation were certain adjustments included in the measurement of GAAP net income that the Company believes are useful in explaining to investors its net loss from ongoing operations. The Company believes this non-GAAP measure is useful because it permits investors to evaluate important expense and recovery components that may not be apparent from use of the most directly comparable GAAP financial measure.
In the conference call referred to in the press release, the Company provided certain non-GAAP financial measures, including, the affect of certain adjustments on GAAP operating expenses in determining non-GAAP operating expenses, in comparison on a year-to-date basis, year over year, which the Company believes is useful because it permits investors to evaluate important expense and recovery components that may not be apparent from use of the most directly comparable GAAP financial measure. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is set forth below:
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Reconciliation of GAAP Net Loss to Non-GAAP Net Loss:
| | Quarter Ended
April 30, 2005 | | Quarter Ended
April 30, 2004 | | Twelve Months
ended
April 30, 2005 | | Twelve Months
ended
April 30, 2004 | |
| | | | | | | | | |
GAAP Net Loss | | $ | (948,000 | ) | $ | (457,000 | ) | $ | (2,706,000 | ) | $ | (1,010,000 | ) |
| | | | | | | | | |
Adjustments : | | | | | | | | | |
Severance & Restructuring Charges | | 150,000 | | | | 850,000 | | 200,000 | |
Acquisition Related Expenses | | 200,000 | | | | 330,000 | | | |
Earn out and Amortization | | 150,000 | | | | 150,000 | | | |
Write-down of Other Investments | | | | | | | | 175,000 | |
Special Charges (Recoveries) (1) | | | | | | (150,000 | ) | 110,000 | |
| | | | | | | | | |
Non-GAAP Net Loss | | $ | (448,000 | ) | $ | (457,000 | ) | $ | (1,526,000 | ) | $ | (525,000 | ) |
(1) Special charges (recoveries) related primarily to litigation expenses
The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies. A transcript of the portions of the conference call discussing Non-GAAP financial measures is attached hereto as Exhibit 99.2.
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Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On June 14, 2005, Unify Corporation announced the appointment of Steven Bonham as its Chief Financial Officer. A copy of the press release is attached as Exhibit 99.3 to this report and is incorporated herein by reference.
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ITEM 9.01. Financial Statements and Exhibits
c. Exhibits
Exhibit
Number | | Description |
| | |
99.1 | | Press release dated June 14, 2005 |
99.2 | | Transcript of Portion of June 14, 2005 Conference Call |
99.3 | | Press release dated June 14, 2005 |
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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.
Unify Corporation |
(Registrant) |
|
Date: June 20, 2005 |
|
|
By: | /s/ Todd E. Wille | |
| |
| |
| Todd E. Wille |
| President and CEO |
| (Acting Principal Financial and Accounting Officer) |
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