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): July 5, 2006
HALO TECHNOLOGY HOLDINGS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 000-33197 88-0467845
- ---------------------------- ------------- -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
200 Railroad Avenue, Greenwich,
Connecticut 06830
--------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 422-2950
Not Applicable
-----------------------------------------------------------
Former name or former address, if changed since last report
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:
[x] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
On July 5, 2006, Halo Technology Holdings, Inc. ("Halo"), UCA Merger Sub,
Inc., a wholly-owned subsidiary of Halo ("Merger Sub") and Unify Corporation
("Unify") entered into Amendment No. 2 to the Agreement and Plan of Merger
("Amendment No. 2"), which amendment amends that certain Agreement and Plan of
Merger (the "Merger Agreement"), dated as of March 14, 2006 as amended by
Amendment No. 1 to the Merger Agreement ("Amendment No. 1"), dated as of March
24, 2006, by and among Halo, Merger Sub and Unify.
Amendment No. 2 changes the exchange ratio granted to Unify stockholders in
connection with the merger from 0.437 of one share of Halo common stock for
every share of Unify common stock to 0.595 of one share of Halo common stock for
every share of Unify common stock. If, at the Effective Time of the merger (as
defined in the Merger Agreement), Unify has less than $2,100,000 of cash on
hand, the exchange ratio shall be reduced to the ratio determined by dividing
(a) 17,478,840 minus the quotient of (x)(A) $2,100,000 minus (B) the amount of
cash Unify has on hand at the Effective Time of the merger, divided by (y)
$1.20, by (b) 29,376,201.
Amendment No. 2 revises a condition to Unify's obligation to effect the
merger to now provide that Halo shall have obtained $3,000,000 in new money
equity investment (in addition to any investment made by Special Situations
Funds) prior to the Effective Time. Additionally, the condition to Unify's
obligation to effect the merger regarding capitalization has been revised so
that (i) holders of Halo's Preferred Stock (other than the Series D Preferred
Stock) shall have converted into Halo common stock, (ii) holders of certain
convertible promissory notes of Halo as listed on Schedule 7.3(f)(i) shall have
converted such promissory notes into Halo common stock and (iii) the holders of
certain promissory notes as listed on Schedule 7.3(f)(ii) shall have
restructured the payment terms to be no less favorable to Halo than those
described on Schedule 7.3(f)(ii). Finally, the first paragraph of the Substitute
Warrant is amended by replacing "$1.8363" with "$1.356."
The descriptions of the Merger Agreement and Amendment No. 2 are qualified
in their entirety by reference to the Merger Agreement, which was previously
filed as Exhibit 10.118 of the Current Report on Form 8-K filed by Halo with the
Securities and Exchange Commission on March 20, 2006 and to Amendment No. 2
attached as Exhibit 10.125 hereto and incorporated herein by reference.
Forward-Looking Statements Safe Harbor
Certain statements contained in this current report regarding Halo's and
Unify's future operating results or performance or business plans or prospects
and any other statements not constituting historical fact are "forward-looking
statements" subject, in the case of Unify, to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. Where possible, the words
"believe," "expect," "anticipate," "intend," "should," "will," "planned,"
"estimated," "potential," "goal," "outlook," and similar expressions, as they
relate to either company or their management, have been used to identify such
forward-looking statements. All forward-looking statements reflect only current
beliefs and assumptions with respect to future business plans, prospects,
decisions and results, and are based on information currently available to the
companies. Accordingly, the statements are subject to significant risks,
uncertainties and contingencies which could cause the companies' actual
operating results, performance or business plans or prospects to differ
materially from those expressed in, or implied by, these statements. Such risks,
uncertainties and contingencies include, but are not limited to, statements
about the benefits of the merger, including future financial and operating
results, Halo's plans, objectives, expectations and intentions and other
statements that are not historical facts. The following factors, among others,
could cause actual results to differ from those set forth in the forward-looking
statements: (1) the risk of failure of Unify's stockholders to approve the
merger; (2) the risk that the businesses will not be integrated successfully;
(3) the risk that the cost savings and any revenue synergies from the merger may
not be fully realized or may take longer to realize than expected; (4) the risk
that Halo is unable to raise additional financing by the time that all other
conditions to the completion of the merger have been satisfied; (5) the
applicable disruption from the merger making it more difficult to maintain
relationships with customers, employees or suppliers; and (6) general economic
conditions and consumer sentiment in our markets. Additional factors that could
cause the companies' results to differ materially from those described in the
forward-looking statements are described in detail in Halo's Annual Report on
Form 10-KSB for its fiscal year ended June 30, 2005, Unify's Form 10-KSB for its
fiscal year ended April 30, 2005, and HALO's and Unify's other periodic and
current reports filed with the Securities and Exchange Commission from
time to time that are available on the SEC's internet Web site at
http://www.sec.gov. Unless required by law, neither Halo nor Unify undertakes
any obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find It
Unify and Halo Stockholders are urged to read the proxy
statement/prospectus regarding the proposed Merger when it becomes available
because it will contain important information. Stockholders and other investors
will be able when it becomes available to obtain a free copy of the proxy
statement/prospectus, and are able to obtain free copies of other filings and
furnished materials containing information about Halo and Unify, at the SEC's
internet Web site at http://www.sec.gov. Copies of the proxy
statement/prospectus when it becomes available and any SEC filings incorporated
by reference in the proxy statement/prospectus can also be obtained, without
charge, by directing a request to Halo Technology Holdings, 200 Railroad Avenue,
3rd Floor, Greenwich, Connecticut 06830, telephone (203) 422-2950, Attention:
Investor Relations, or Unify Corporation, 2101 Arena Blvd., Suite 100,
Sacramento, California 95834, telephone (916) 928-6400, Attention: Investor
Relations.
Interests of Participants in the Solicitation of Proxies
Each of Halo and Unify and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Halo's directors and
executive officers is available in its definitive proxy statement filed with the
SEC by Halo under cover of Schedule 14A on October 7, 2005, and information
regarding Unify's directors and executive officers is available in its
definitive proxy statement filed with the SEC by Unify under cover of Schedule
14A on August 12, 2005. Copies of these documents can be obtained, without
charge, by directing a request to Halo or Unify. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.125 Amendment No. 2 to Agreement and Plan of Merger, dated as of July 5,
2006, among Halo Technology Holdings, Inc., UCA Merger Sub, Inc. and
Unify Corporation.
-3-
SIGNATURES
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 hereunto duly authorized.
Halo Technology Holdings, Inc.
July 11, 2006 By: /s/ Ernest C. Mysogland
---------------------------------
Name: Ernest C. Mysogland
Title: Executive Vice President