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EX-10.2 - LOAN AND SECURITY AGREEMENT, DATED JUNE 29, 2010, BY AND AMONG THE COMPANY - DAEGIS INC.exhibit10-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
 
Form 8-K/A
(Amendment No. 2) 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
Date of report (date of earliest event reported):
August 3, 2011
 
Daegis Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-11807 94-2710559
(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)

1420 Rocky Ridge Drive, Suite 380
Roseville, California 95661
 
(Address of principal executive offices)
 
 
Registrant’s telephone number, including area code:
 
(916) 218-4700
 
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):
 
       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

Explanatory Note
 
On June 29, 2010, Daegis Inc. (“Daegis”, formerly Unify Corporation) entered into an Agreement and Plan of Merger, by and among Unify, Unify Acquisition Corporation, a California corporation and wholly-owned subsidiary of Unify and Software Office Solutions Inc., d/b/a Daegis, and all the shareholders of Strategic Office Solutions. On July 1, 2010, we filed a Current Report on Form 8-K relating to the transaction with Strategic Office Solutions, and on April 19, 2011, we filed an amendment on Form 8-K/A also related to the transaction with Strategic Office Solutions. This amendment is being filed to amend and supplement Item 2.03 of the Current Report on Form 8-K filed on July 1, 2010, (the “Initial filing”) and subsequently amended on Form 8-K/A filed on April 19, 2011.
 
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
To finance the cash portion of the acquisition of Strategic Office Solutions, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Technology II, L.P. (“Hercules”). Pursuant to the Loan Agreement, we were provided with debt financing consisting of a term loan in the aggregate principal amount of $24.0 million and a revolving credit facility of up to $6.0 million. The term loan bears an interest rate of the greater of (i) 10.25% and (ii) the LIBOR rate plus 8.25%, plus PIK interest of 2%, and has a term of 60 months. The revolving credit facility has an interest rate of the greater of (i) 9.25% and (ii) the LIBOR rate plus 7.25% and has a maturity date of June 29, 2015. As part of the financing, the lenders were issued a warrant to acquire 718,860 shares of our common stock at an exercise price of $3.30 per share, subject to certain adjustments contained in the terms of the warrant. In order to secure its obligations under the Loan Agreement, we granted Hercules a first priority security interest in substantially all of its assets. This amendment includes certain schedules to the Loan Agreement that were excluded from previous filings.
 
Exhibits
 
10.2       
Loan and Security Agreement, dated June 29, 2010, by and among the Company, the Guarantors thereto, and Hercules Technology II, L.P.*
____________________
 
*       
Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24 b-2 under the Securities and Exchange Act of 1934, as amended, which portions are omitted and filed separately with the SEC.
 
 

 


SIGNATURE
 
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.
 
Dated: August 3, 2011
 
  Unify Corporation 
     
     
  By:   /s/ Steven D. Bonham  
    Steven D. Bonham
    Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)