UNITED STATES 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):
March 14, 2006
Unify Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-11807 94-2710559
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
2101 Arena Boulevard
Sacramento, California 95834
(Address of principal executive offices)
Registrant's telephone number, including area code:
(916) 928-6400
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 (see General Instruction A.2. below):
[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 2.02 and Item 8.01 Result of Operations and Financial Condition
On November 29, 2005, Unify Corporation (the "Company" or "Unify")
issued a press release regarding the Company's financial results for its fiscal
2006 third quarter ended January 31, 2005. The full text of the Company's press
release is attached hereto as Exhibit 99.1
The information in the release relating to the proposed merger between
Halo Technology Holdings ("HALO") and Unify shall be deemed filed under the
Securities Exchange Act of 1934.
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 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.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated March 14, 2006.
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.
Date: March 14, 2006
By: /s/ Steven Bonham
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Steven Bonham
Vice President and CFO
(Principal Financial and Accounting Officer)