-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ThzuVpPU/FUKvWj+HqGA5IS8ELEJP5Q7yvdnEdGusgNq70tL5uoHGAZBZbP5/fPH kvzYwdfY0zppyha8OA3OKg== 0001044321-06-000421.txt : 20061213 0001044321-06-000421.hdr.sgml : 20061213 20061213160438 ACCESSION NUMBER: 0001044321-06-000421 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061213 DATE AS OF CHANGE: 20061213 GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: MG ADVISERS, L.L.C. GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III QP, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III, L.P. GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND, L.P. GROUP MEMBERS: SST ADVISERS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIFY CORP CENTRAL INDEX KEY: 0000880562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770427069 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50205 FILM NUMBER: 061274321 BUSINESS ADDRESS: STREET 1: 181 METRO DR STREET 2: 3RD FL CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4084674500 MAIL ADDRESS: STREET 1: 181 METRO DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M CENTRAL INDEX KEY: 0001044321 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SPECIAL SITUATIONS FUNDS STREET 2: 527 MADISON AVENUE, SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122076500 MAIL ADDRESS: STREET 1: C/O SPECIAL SITUATIONS FUNDS STREET 2: 527 MADISON AVENUE, SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 unify13dt3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _3_ ) Unify Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 904743101 (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 527 Madison Avenue, Suite 2600 Lowenstein Sandler PC New York, New York 10022 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2424 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ? Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Cusip No. 904743101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Austin W. Marxe and David M. Greenhouse 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] Not Applicable (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions): 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6. Citizenship or Place of Organization: United States Number of 7. Sole Voting Power: 0* Shares Beneficially 8. Shared Voting Power: 12,802,465* Owned by Each Reporting 9. Sole Dispositive Power: 0* Person With 10. Shared Dispositive Power: 12,802,465* 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 12,802,465* 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13. Percent of Class Represented by Amount in Row (11): 35.9% * 14. Type of Reporting Person (See Instructions): IA, IN * This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and investment power over 887,300 shares of Common Stock, 484,080 Warrants to purchase 486,714 common shares and $278,200 Debenture convertible into 330,200 shares of common stock, owned by Special Situations Cayman Fund, L.P., 238,778 shares of Common Stock, 128,514 Warrants to purchase 129,151 common shares and $85,600 Debenture convertible into 101,600 common shares, owned by Special Situations Fund III, L.P., 2,724,072 shares of Common Stock, 1,390,646 Warrants to purchase 1,397,910 common shares and $856,000 Debenture convertible into 1,016,000 common shares, owned by Special Situations Fund III QP, L.P., 1,396,500 shares of Common Stock, 788,480 Warrants to purchase 792,790 common shares and $449,400 Debenture convertible into 533,400 common shares, owned by Special Situations Private Equity Fund, L.P., 233,140 shares of Common Stock, 138,120 Warrants to purchase 138,838 common shares and $85,600 Debenture convertible into 101,600 common shares, owned by Special Situations Technology Fund, L.P. and 1,169,960 shares of Common Stock, 663,720 Warrants to purchase 667,311 common shares and $385,200 Debenture convertible into 457,200 common shares, owned by Special Situations Technology Fund II, L.P. See Items 2 and 5 of this Schedule 13D for additional information. Item 1. Security and Issuer. This schedule related to the common stock and warrants of Unify Corporation (the ?Issuer?). The Issuer?s principal executive officers are located at 2101 Arena Blvd., Suite 100, Sacramento CA 95834 Item 2. Identity and Background. The persons filing this report are Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM Investment Company, Inc. (?AWM?), the general partner of and investment adviser to Special Situations Cayman Fund, L.P. (?Cayman?). AWM also serves as the general partner of MGP Advisers Limited Partnership (?MGP?), the general partner of and investment adviser to Special Situations Fund III, L.P.(?SSF3?) and general partner of Special Situations Fund III QP, L.P. (SSFQP). Marxe and Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general partner of Special Situations Private Equity Fund, L.P. (?SSPE?), and members of SST Advisers, L.L.C. (?SSTA?), the general partner of Special Situations Technology Fund, L.P. (?Technology?) and the Special Situations Technology Fund II, L.P. (?Tech II?). AWM serves as the investment adviser to SSFQP, SSPE, Technology, and Tech II. (SSF3, SSFQP, Cayman, SSPE, Technology and Tech II will hereafter be referred to as, the ?Funds?). The principal office and business address of the Reporting Persons, is 527 Madison Avenue, Suite 2600, New York, NY 10022. The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. Mr. Marxe and Mr. Greenhouse have never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor have either of them been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Marxe and Mr. Greenhouse are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. Each Fund utilized its own available net assets to purchase the securities referred to in this Schedule. Item 4. Purpose of Transaction. The securities referred to in this Schedule have been acquired by each of the Funds for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Each Fund acquired the securities in the ordinary course of business and is holding the securities for the benefit of its investors. Item 5. Interest in Securities of the Issuer. This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?). Special Situations Cayman Fund, L.P. owns 887,300 shares of Common Stock, 484,080 Warrants to purchase 486,714 common shares and $278,200 Debenture convertible into 330,200 shares of common stock, or 5.6% of the shares outstanding, Special Situations Fund III, L.P. owns 238,778 shares of Common Stock, 128,514 Warrants to purchase 129,151 common shares and $85,600 Debenture convertible into 101,600 common shares, or 1.6% of the shares outstanding, Special Situations Fund III QP ,L.P. owns 2,724,072 shares of Common Stock, 1,390,646 Warrants to purchase 1,397,910 common shares and $856,000 Debenture convertible into 1,016,000 common shares or 16.1% of the shares outstanding, Special Situations Private Equity Fund, L.P. 1,396,500 shares of Common Stock, 788,480 Warrants to purchase 792,790 common shares and $449,400 Debenture convertible into 533,400 common shares, or 8.8% of the shares outstanding, Special Situations Technology Fund, L.P. owns 233,140 shares of Common Stock, 138,120 Warrants to purchase 138,838 common shares and $85,600 Debenture convertible into 101,600 common shares or 1.6% of the shares outstanding, and Special Situations Technology Fund II, L.P. own 1,169,960 shares of Common Stock, 663,720 Warrants to purchase 667,311 and $385,200 Debenture convertible into 457,200 common shares or 7.5% of the shares outstanding. Messrs. Marxe and Greenhouse share the power to vote and direct the dispositionof all shares of Common Stock owned by each of the Funds. Messrs. Marxe and Greenhouse are deemed to beneficially own a total of 6,649,750 shares of Common Stock, 3,593,560 Warrants to purchase 3,612,715 common shares and $2,140,000 Debenture convertible into 2,540,000 common shares or 35.9% of the shares outstanding. The funds made the following investments, pursuant to the Loan Agreement between Comvest Capital LLC and Unify Corporation dated November 2006 and the Participation Agreement between Comvest Capital and the Funds dated November 2006. In addition the Funds also received Warrants to purchase common stock. The following table reflects the acquisition of the Debentures and Warrants. There were no other trades during the sixty days preceding the date of the event that required the filing of this statement. A. Special Situations Cayman Fund, L.P. Date Quantity Average Price November 20, 2006 (Purchases) $278,200 Debenture 174,200 Warrants Date Quantity Average Price (Sales) B. Special Situations Private Equity Fund, L.P. Date Quantity Average Price November 20, 2006 (Purchases) $449,400 Debenture 281,400 Warrants Date Quantity Average Price (Sales) C. Special Situations Technology Fund, L.P. Date Quantity Average Price November 20, 2006 (Purchases) $85,600 Debenture 53,600 Warrants Date Quantity Average Price (Sales) D Special Situations Technology Fund II, L.P. Date Quantity Average Price November 20, 2006 (Purchases) $385,200 Debenture 241,200 Warrants Date Quantity Average Price (Sales) E. Special Situations Fund III, L.P. Date Quantity Average Price November 20, 2006 (Purchases) $85,600 Debenture 53,600 Warrants Date Quantity Average Price (Sales) F. Special Situations Fund III QP, L.P. Date Quantity Average Price November 20, 2006 (Purchases) $856,000 Debenture 536,000 Warrants Date Quantity Average Price (Sales) Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Messrs. Marxe and Greenhouse and any other individual or entity. Item 7. Material to be Filed as Exhibits. Joint Filing Agreement. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 11, 2006 /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). JOINT FILING AGREEMENT Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule 13D to which this agreement is attached is filed on behalf of each of them. /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse - -3- S5313/1 12/12/06 1278889.03 - -2- S5313/1 1278889.03 -----END PRIVACY-ENHANCED MESSAGE-----