UNITED STATES
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 (Date of Earliest Event Reported): May 24, 2006
Halo Technology Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-33197 88-0467845
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(State or other jurisdiction Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
200 Railroad Avenue, Greenwich,
Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 422-2950
Not Applicable
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Former name or former address, if changed since last report
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:
[ ] 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 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
On May 24, 2006, Halo Technology Holdings, Inc. ("Halo"), UCA Merger Sub,
Inc., a wholly-owned subsidiary of Halo ("Merger Sub") and Unify Corporation
("Unify") entered into Amendment No. 1 to the Merger Agreement, which amendment
amends that certain Agreement and Plan of Merger (the "Merger Agreement"), dated
as of March 14, 2006, by and among Halo, Merger Sub and Unify. The amendment
clarifies that it is a condition to the closing under the Merger Agreement that
the parties receive opinions from counsel to Unify and tax counsel to Halo,
dated as of the date the Registration Statement (as defined in the Merger
Agreement) is declared effective, to the effect that the Merger will constitute
a reorganization under the provisions of Section 368(a) of the Code.
The descriptions of the Merger Agreement and Amendment No. 1 to the Merger
Agreement are qualified in their entirety by reference to the Merger Agreement,
which was previously filed as Exhibit 10.118 of the Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission on March 20,
2006, and to Amendment No. 1 to the Merger Agreement attached as Exhibit 10.123
hereto and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.123 Amendment No. 1 to Agreement and Plan of Merger, dated as of May 24,
2006, among Halo Technology Holdings, Inc., UCA Merger Sub, Inc. and
Unify Corporation.
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.
Halo Technology Holdings, Inc.
May 24, 2006 By: /s/ Ernest C. Mysogland
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Name: Ernest C. Mysogland
Title: Executive Vice President