SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 7, 2002 GRAPHON CORPORATION (Exact name of Registrant as specified in Charter) Delaware 0-21683 13-3899021 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation Identification Number) 400 Cochrane Circle, Morgan Hills, California 95037 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 201-7100 Item 5. Other Events Our employment of Walter Keller, our president and co-founder, was terminated by mutual agreement as of January 10, 2002. By agreement dated January 28, 2002 we paid Mr. Keller the sum of $337,500 in exchange for his release of any and all claims against us, including but not limited to those relating to his employment agreement dated February 7, 2001. Our employment of Robin Ford, our executive vice president, co-founder along with Mr. Keller, and Mr. Keller's spouse, was also terminated by mutual agreement as of January 10, 2002. By agreement dated January 28, 2002 we paid Ms. Ford the sum of $162,500 in exchange for her release of any and all claims against us, including but not limited to those relating to her employment agreement dated February 7, 2001. Item 7. Financial Statements, Proforma Financial Information and Exhibits. (c)(i) General Release Agreement dated January 28, 2002 between Graphon Corporation and Walter Keller (ii) General Release Agreement dated January 28, 2002 between Graphon Corporation and Robin Ford 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 thereunto duly authorized. Dated: February 7, 2002 GRAPHON CORPORATION (Registrant) By: /s/William Swain --------------------------- William Swain Chief Financial Officer