EXHIBIT 99.1
FOR IMMEDIATE RELEASE
August 21, 2002
GRAPHON CORP. ANNOUNCES AGREEMENT
TO ACQUIRE TELECOMMUNICATIONS ENTITIES
Bellevue, WA USA - August 21, 2002 - GraphOn(R) Corporation (Nasdaq:GOJO),
(http://www.GraphOn.com), developer of award-winning connectivity software that
provides fast remote access to applications for Windows, UNIX and Linux
applications, today announced that it had entered into an agreement to acquire
three privately-held, affiliated entities in the telecommunications industry.
The first of these entities is Cidco Communications Corporation, a company that
provides feature-rich residential telephone equipment to telephone operating
companies in global markets. Based in Morgan Hill, California, Cidco has had a
long history of selling to the global telephone operating companies, commonly
known as "telcos", and pioneered the equipment that allowed Caller ID services.
CIDCO has a broad line of telephone products, which offer enhanced features such
as Caller ID, Call Forwarding, Call Waiting and Answering Services. Cidco treats
telecom operating companies as an exclusive distribution channel, and its
products are not available in the retail market.
The second of these entities is Cortelco Inc. located in Corinth, Mississippi.
Cortelco has over 100 years of history of providing high quality reliable
telephone equipment to the communications industry. It was formerly a part of
ITT. Cortelco's strongest distribution channel is through major distributors,
such as Graybar and Alltel. In addition, Cortelco sells telephones to a number
of telephone service providers worldwide.
The third of these entities is SLL Communications Corporation, also in Morgan
Hill, California. SLL is a new start-up company established to develop voice
over IP telephone products.
GraphOn expects that following its acquisition of these three entities, GraphOn
will have annual revenues in excess of $75.0 million.
In order to complete the proposed acquisition, first announced in May 2002,
GraphOn will have to file and clear proxy solicitation materials and obtain the
approval of GraphOn's stockholders. Closing is expected to occur in November
2002. Upon completion of the acquisition, GraphOn's current stockholders will
retain ownership of approximately 30% of GraphOn's outstanding common stock.
GraphOn anticipates that its common stock will continue to be traded on the
Nasdaq Small-Cap Market following the completion of this transaction.
About GraphOn Corporation
For over a decade, GraphOn Corporation has been an innovator and developer of
business connectivity software. GraphOn's high performance software instantly
provides fast remote access, cross-platform capability, and a centralized
architecture that delivers a dramatically lower cost of ownership to the user.
Using GO-Global(R), any application can be simply and easily web-enabled without
any software modification required, allowing applications to be run from
browsers or portals. GraphOn, which markets its solutions through OEM licenses,
independent software vendors (ISVs), application service providers (ASPs),
value-added resellers (VARs) and systems integrators, is headquartered in
Bellevue, Washington and is traded on the Nasdaq Small-Cap Market under the
ticker GOJO (Nasdaq:GOJO). For more information, please visit GraphOn's web site
at http://www.GraphOn.com.
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This press release contains statements that are forward-looking as that term is
defined in the United States Private Securities Litigation Reform Act of 1995.
These statements are based on current expectations that are subject to risks and
uncertainties. Actual results will differ due to factors such as shifts in
customer demand, product shipment schedules, product mix, competitive products
and pricing, technological shifts and other variables. Readers are referred to
GraphOn's most recent periodic and other reports filed with the SEC. GraphOn and
GO-Global are registered trademarks of GraphOn Corp. All other trademarks belong
to their respective owners.
GraphOn will file a proxy statement/prospectus and other relevant documents with
the SEC concerning the proposed acquisition transaction. Investors are urged to
read the proxy statement/prospectus when it becomes available and any other
relevant documents filed with the SEC because they will contain important
information. Investors will be able to obtain the documents free of charge at
the website maintained by the SEC at www.sec.gov. In addition, investors may
obtain documents filed with the SEC by GraphOn free of charge by requesting them
in writing from GraphOn Corporation, 11711 South East 8th Street, Suite 215,
Bellevue, Washington 98005; Attention: Corporate Secretary, or by telephone, at
(425) 818-1400.
GraphOn and its directors and executive officers, and other members of its
management and employees, may be deemed to be participants in the solicitation
of proxies from the stockholders of GraphOn in connection with the merger.
Information about the directors and executive officers of GraphOn and their
ownership of GraphOn common stock is set forth in GraphOn's annual report on
Form 10-K, as amended. Investors may obtain additional information regarding the
interests of such participants by reading the proxy statement/prospectus when it
becomes available.
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