SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 12, 1999
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GRAPHON CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 0-21683 13-3899021
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 HARRISON AVENUE, CAMPBELL, CA 94103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 370-4080
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UNITY FIRST ACQUISITION CORP.
245 FIFTH AVENUE, SUITE 1500
NEW YORK, NEW YORK 10016
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(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On July 12, 1999, Registrant acquired GraphOn Corporation, a
California corporation ("GraphOn-CA") (the "Merger") pursuant to an Agreement
and Plan of Merger and Reorganization between Registrant and GraphOn-CA,
dated as of February 1, 1999, as amended as of June 1, 1999 (as amended, the
"Merger Agreement"), filed as Exhibit B to the Registration Statement on Form
S-4 originally filed on April 15, 1999. Immediately after the Merger, the
holders of GraphOn-CA common stock owned approximately 82.9% of the
outstanding shares of common stock of Registrant, issued to them in exchange
for all of the outstanding shares of GraphOn-CA common stock. The shares of
Registrant common stock issued to the former GraphOn-CA shareholders were new
shares issued by Registrant in connection with the Merger. Pursuant to the
Merger Agreement, the officers, directors and holders of at least 5% of the
shares of GraphOn-CA and Registrant (prior to consummation of the Merger )
(the "GraphOn-CA Affiliates" or "Registrant Affiliates", respectively)
entered into a voting agreement pursuant to which they have agreed to vote
all shares of Registrant common stock held by them for a slate of directors
comprised of not less than five designees of the GraphOn-CA Affiliates and
one designee of the Registrant Affiliates for a period of one year following
the date of the Merger.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On July 12, 1999, Registrant acquired GraphOn-CA pursuant to the
Merger Agreement.
Registrant acquired all of the issued and outstanding capital
stock, options and warrants of GraphOn-CA in the Merger. GraphOn-CA,
including all of its assets, liabilities, rights, obligations and business,
was merged with and into Registrant with Registrant (formerly Unity First
Acquisition Corp., renamed GraphOn Corporation, a Delaware corporation) as
the surviving entity. GraphOn-CA's principal executive offices were located
in Campbell, California and its tangible assets were primarily located in
Campbell, California, Bellevue, Washington and Concord, New Hampshire.
Pursuant to the Merger Agreement, Registrant issued an aggregate
of 9,086,961 shares of Registrant Common Stock to the GraphOn-CA
shareholders. Each share of GraphOn-CA Common Stock outstanding immediately
prior to the Merger (other than dissenting shares or fractional shares) was
converted into the right to receive 0.5576 shares of Registrant Common Stock,
and payment of cash in lieu of fractional shares.
The description of the agreement set forth herein does not
purport to be complete and is qualified in its entirety by reference to the
provisions of the Merger Agreement, filed as Exhibit B of the Registration
Statement on Form S-4 originally filed April 15, 1999 and incorporated herein
by reference.
(b) Prior to the Merger, GraphOn-CA developed, marketed, sold and
supported server-based software for the enterprise computing environment.
Server-based computing, sometimes referred to as thin-client computing, is a
computing model where traditional desktop software applications are relocated
to run entirely on a server or host computer. GraphOn-CA's technology uses a
small software program at each desktop, where allows the user to interface
with an application as if it were running on the user's desktop computer,
reducing the complexity
and total costs associated with enterprise computing. GraphOn-CA provided
the technology to access applications over the Internet. Registrant intends
to continue these operations.
ITEM 5 OTHER EVENTS
(a) On July 22, 1999, Registrant changed the symbols under which its
securities are traded on the OTC Bulletin Board as follows:
Type of Security Previous Symbol Current Symbol
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Common Stock UFAC GOJO
Class A Warrants UFACW GOJOW
Class B Warrants UFACZ GOJOZ
Units UFACU GOJOU
ITEM 7. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) The following financial statements were filed as part of the
Registration Statement on Form S-4/A, filed June 15, 1999, and are
incorporated herein by reference:
(1) Report of Independent Accountants
(2) GraphOn-CA audited Balance Sheets as of December 31, 1998 and 1997
and unaudited balance sheet as of March 31, 1999
(4) GraphOn-CA Statements of Income for each of the three years ended
December 31, 1998, 1997 and 1996 and unaudited Statements of Income for the
three months ended March 31, 1999 and 1998
(5) GraphOn-CA Statements of Changes in Stockholders' Equity for the
three years ended December 31, 1998, 1997 and 1996 and unaudited Statements
of Changes in Stockholders' Equity for the three months ended March 31, 1999
and 1998
(6) GraphOn-CA Statements of Cash Flows for the three years ended
December 31, 1998, 1997 and 1996 and unaudited Statements of Cash Flows for
the three months ended March 31, 1999 and 1998
(b) PRO FORMA Financial Information. The following PRO FORMA
financial information for Registrant was filed as part of the Registration
Statement on Form S-4/A, filed June 15, 1999, and is incorporated herein by
reference:
(1) GraphOn-CA and Registrant unaudited Pro Forma Balance Sheet as of
March 31, 1999 (GraphOn-CA) and April 30, 1999 (Registrant)
(2) GraphOn-CA and Registrant unaudited Pro Forma Statement of
Operations for the years ended December 31, 1998 (GraphOn-CA) and January 31,
1999 (Registrant)
(3) GraphOn-CA and Registrant unaudited Pro Forma Statement of
Operations for the three months ended March 31, 1999 (GraphOn-CA) and April
30, 1999 (Registrant)
(c) Exhibits. The following documents are filed as exhibits to this
report:
1. Exhibit 4.1 - Voting Agreement, dated July 12, 1999, among
certain affiliates of Registrant and of GraphOn-CA.
2. Exhibit 99.1 - Press Release, dated July 12, 1999, issued by
Registrant, announcing the completion of the Merger.
ITEM 8. CHANGE IN FISCAL YEAR
At the Effective Time, the Registrant determined to change its fiscal
year from the year ending July 31 to the year ending December 31. The report
covering the transition period will be filed using Form 10-Q.
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.
GraphOn Corporation
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(Registrant)
Date: July 27, 1999 By: /s/ Edmund Becmer
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EDMUND BECMER
Chief Financial Officer
GraphOn Corporation
Exhibit Index
to Form 8-K
Exhibit No. Description
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4.1 Voting Agreement, dated July 12, 1999, among certain affiliates
of Registrant and of GraphOn-CA.
99.2 Press Release, dated July 12, 1999, issued by Registrant,
announcing the completion of the Merger.