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: May 15, 2002 GRAPHON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 0-21683 13-3899021 (State of incorporation) (Commission File No.) IRS Employer Identification Number) 11711 SE 8th Street, Suite 215, Bellevue, WA 98005 (Address of principal executive offices) Registrant's telephone number: (425) 818-1336 Item 5. Other Events On May 15, 2002, we announced that we had entered into a letter of intent to acquire three privately-held, affiliated entities in the telecommunications industry. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. Item 7. Financial Statements, Proforma Financial Information and Exhibits (a) Financial Statements - None (b) Pro Forma Financial Information - None (c) Exhibits: Exhibit No. Description 99.1 Press Release dated May 15, 2002 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: May 20, 2002 GRAPHON CORPORATION (Registrant) By: /s/ William Swain --------------------------- William Swain Chief Financial Officer