UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended November 30, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
Commission File No. 0-9833
UNIHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-1443790
- ---------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
96 Spring Street, 8th Floor, New York, New York 10012
- ----------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 219-9496
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___
As of January 13, 1997, there were 7,758,120 shares of Common Stock, par value
$0.01 per share, of the Registrant outstanding.
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES Form 10-Q for the
Quarterly Period Ended November 30, 1996
INDEX
Page
Part I - FINANCIAL INFORMATION:
Item 1. Financial Statements 3
Consolidated Balance Sheets - November 30, 1996
(unaudited) and May 31, 1996 4
Unaudited Consolidated Statements of
Operations - Three month and six month periods
ended November 30, 1996 and 1995 6
Unaudited Consolidated Statements of Cash
Flows - Six month periods ended
November 30, 1996 and 1995 7
Notes to Unaudited Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Part II - OTHER INFORMATION:
Item 1. Legal Proceedings 18
Item 5. Other Items 18
Item 6. Exhibits 19
Signatures 20
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
November 30, May 31,
ASSETS 1996 1996
---- ----
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $1,607 $1,587
Accounts receivable, net of allowance
for doubtful accounts 19,956 18,726
Due from related companies 8,538 4,960
Inventories 1,951 1,910
Prepaid expenses 1,903 2,535
Other current assets 1,370 1,051
-------- --------
Total current assets 35,325 30,769
-------- --------
NON-CURRENT ASSETS:
Long-term notes receivable 818 818
Intangible assets, net 55,969 54,828
Property, plant and equipment, net 36,023 33,238
Investment in equity affiliates 1,360 1,423
Other assets, net 2,975 2,176
-------- --------
Total non-current assets 97,145 92,483
-------- --------
$132,470 $123,252
========= ========
See notes to financial statements
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Pro Forma
(Notes 6 and 9)
November 30, November 30, May 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1996 1996
----------- ----------- --------
(Unaudited) (Unaudited)
CURRENT LIABILITIES:
Bank overdrafts $8,243 $8,243 $6,686
Lease payable, short-term portion 1,546 1,546 1,331
Payable to related parties - - 9
Trade payables 8,089 8,089 6,843
Accrued liabilities 5,906 5,156 4,568
Note payable 15,000 - 15,000
Long-term debt, current portion 8,937 8,937 2,971
Taxes payable, current portion 3,316 3,316 3,175
-------- --------- --------
Total current liabilities 51,037 35,287 40,583
-------- --------- --------
NON-CURRENT LIABILITIES:
Lease payable, non-current 2,989 2,989 2,633
Long-term debt, non-current 27,469 27,469 35,721
Taxes payable, long-term portion 193 193 199
Deferred taxes 4,444 4,444 4,410
-------- --------- --------
Total non-current liabilities 35,095 35,095 42,963
-------- --------- --------
Total liabilities 86,132 70,382 83,546
-------- --------- --------
MINORITY INTERESTS 5,068 5,068 5,464
-------- --------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value; Voting;
authorized 18,000,000 shares; issued
6,157,118 at November 30, 1996 (pro-
forma 7,659,736 at November 30, 1996)
and 5,823,785 at May 31, 1996 61 76 58
Non-Voting; authorized 2,000,000
shares; issued and outstanding
298,384 at November 30, 1996, and
298,384 at May 31, 1996 3 3 3
Additional paid-in capital 37,426 53,161 32,429
Cumulative translation adjustment 2,637 2,637 (239)
Retained earnings 4,305 4,305 5,153
------- -------- --------
44,432 60,182 37,404
Less - cost of 168,000 shares of
Common Stock held in treasury at
November 30, 1996 and May 31, 1996,
respectively (3,162) (3,162) (3,162)
------- -------- --------
Total stockholders' equity 41,270 57,020 34,242
------- -------- --------
$132,470 $132,470 $123,252
======= ========= =========
See notes to financial statements
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Three Months ended Six Months ended
November 30, November 30,
1996 1995 1996 1995
------ ------ ------ ------
REVENUE $26,771 $25,612 $49,615 $47,675
Operating expenses:
Salaries and related charges 10,425 10,253 20,716 20,216
Supplies 4,495 3,903 8,329 7,360
Other operating expenses 7,753 6,011 14,233 11,227
Depreciation and amortization of
tangible assets 1,404 1,395 2,700 2,921
Amortization of intangible assets 588 609 1,169 1,194
------- -------- -------- --------
OPERATING INCOME 2,106 3,441 2,468 4,757
Interest, net (906) (623) (1,869) (1,096)
Equity in loss of affiliates (39) (3,005) (73) (3,005)
Other, net 756 (545) 198 134
------- -------- -------- --------
Income (loss) before taxes and
minority interests 1,917 (732) 724 790
Tax provision (859) (783) (1,024) (1,186)
------- -------- -------- --------
Income (loss) before minority
interests 1,058 (1,515) (300) (396)
Minority interests in income (411) (497) (548) (812)
-------- -------- -------- --------
NET INCOME (LOSS) $647 ($2,012) ($848) ($1,208)
======== ======== ======== ========
Weighted average common shares
outstanding 6,455,502 6,026,218 6,358,963 6,051,353
Earnings (loss) per share of
common stock $0.10 ($0.33) ($0.13) ($0.20)
See notes to financial statements
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Six Months ended
November 30,
1996 1995
------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($848) ($1,208)
Adjustments to reconcile net income to net cash
provided by operations:
Equity in loss of affiliates 73 3,005
Minority interests in income 548 812
Depreciation and amortization of tangible assets 2,700 2,921
Amortization of intangible assets 1,169 1,194
Other non-cash income (expenses) 15 (5)
Net changes in assets and liabilities, net of acquisitions:
(Increase) Decrease in accounts receivable (1,098) (625)
(Increase) Decrease in inventories (88) (57)
(Increase) Decrease in prepaid expenses 797 576
(Increase) Decrease in other assets (171) (470)
Increase (Decrease) in trade payables 98 1,229
Increase (Decrease) in accrued liabilities 915 403
Increase (Decrease) in reserve for taxes 372 1,098
Increase (Decrease) in deferred taxes (714) (506)
--------- ---------
Net cash provided by operating activities 3,768 8,367
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from issuance of share capital 5,000 1,240
Repayment of long-term debt (1,953) (888)
Cash proceeds from long-term debt (25) 565
Proceeds (reimbursement) from (of) bank overdrafts 954 (228)
Dividend paid to minority shareholders - (34)
Proceeds (repayment) of lease debt (219) 690
Payment for purchase of treasury stock - (3,087)
--------- ---------
Net cash provided by (used in) financing activities 3,757 (1,742)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for purchases of property and equipment (2,689) (2,916)
Loans and advances (to) from affiliates, related
companies and shareholders (3,961) (2,196)
Payment for purchase of interest in subsidiaries (622) (16,025)
Payment for purchase of intangible assets (164) (162)
Proceeds from sale of assets 55 210
--------- ---------
Net cash used in investing activities (7,381) (21,089)
--------- ---------
Effect of exchange rate changes on cash (124) (48)
Net increase (decrease) in cash and cash equivalents 20 (14,512)
Cash and cash equivalents, beginning of year 1,587 16,939
--------- ---------
Cash and cash equivalents, end of period $1,607 $2,427
======= =======
See notes to financial statements
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Monetary
amounts in thousands, except per share data)
1. Basis of Presentation
The consolidated financial statements include the accounts of UniHolding
and its majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. The investment in the Company's equity
affiliates NDA Clinical Trials Services Inc. and MISE S.A. is accounted for on
the equity method.
2. Management Opinion
In the opinion of management, the accompanying unaudited interim financial
statements reflect all adjustments which are necessary to present fairly the
financial position, results of operations and cash flows for the interim periods
reported. All such adjustments made were of a normal recurring nature.
The results of operations and financial position for interim periods are
not necessarily indicative of those to be expected for a full year, due, in
part, to the seasonal fluctuations which are normal for the Company's business.
The accompanying interim financial statements and related notes should be
read in conjunction with the consolidated financial statements of the Company
and related notes as contained in the Annual Report on Form 10-K for the year
ended May 31, 1996.
3. Net Income (Loss) Per Share
Net income (loss) per share is computed by dividing net income or net loss
by the weighted average number of voting and non-voting common shares
outstanding.
4. Cumulative Translation Adjustment
The Company's operations are located in Switzerland, the United Kingdom,
Italy and Spain. Its net assets, revenues and expenses are substantially all
denominated in Swiss franc, Sterling pound, Italian lire, and Spanish pesetas,
while the Company presents its consolidated financial statements in US dollars.
In accordance with generally accepted accounting principles in the United
States, net gains and losses arising upon translation from local currency
financial statements are accumulated in a separate component of Stockholders'
Equity, the Cumulative Translation Adjustment account, which may be realized
upon the eventual disposition by the Company of part or all of its European
investments.
<PAGE>
5. Supplemental Disclosure of Cash Flow Information
Six months ended November 30
1996 l995
Cash paid during the period for
Interest $ 903 $ 947
Income taxes 1,375 727
During the period ended November 30, 1995, in connection with its
acquisition of 40% of the share capital of UGL, the Company issued a note of
$15,000 and assumed a note of $2,000 payable to JSP.
During the period ended November 30, 1996, in connection with its
acquisition of 300 shares of the share capital of ULSA, the Company incurred a
future obligation of $1,030.
During the period ended November 30, 1996, capital lease obligations of
$1,258 were incurred when the Company entered into leases for new capital
equipment.
6. Capital Stock and Additional Paid In Capital
During the period ended November 30, 1996, ULSA acquired 300 shares (or
1.9%) of its own common stock from independent investors in ULSA for a total
consideration of $1,550, out of which $515 was paid during the period.
On July 22, 1996, UniHolding issued 333,333 new shares of common stock to
an investor, at a price of $15 per share. The investor received certain
antidilution and preemptive subscription rights. The antidilution provisions
provide that if the Company issues its Common Stock to repay the $15,000 note
owed to Unilab Corporation (a Delaware corporation "Unilab"), it will transfer
to the investor additional shares of Common Stock so that the percentage of
ownership of the investor will remain substantially unchanged. The preemptive
right provisions provide that the Company and its affiliates will not sell,
pledge, encumber or otherwise transfer any shares of Common Stock at a value
below market without first offering the same shares to the investor on the same
conditions. The Company has a call right on the shares of the investor at a
price of $18 per share, exercisable on or before January 15, 1997.
As of December 31, 1996, the $15,000 note due Unilab was unpaid.
Accordingly, pursuant to the agreement with Unilab dated as of June 30, 1995,
the note's principal, together with accrued but unpaid interest of $750 as of
December 31, 1996 ($625 as of November 30, 1996), converted into 1,394,963
newly- issued shares of Common Stock. Further, pursuant to the antidilution
provisions referred to above, the Company issued to the investor 75,655
newly-issued shares of Common Stock, for no additional consideration. Had the
Unilab note converted as
<PAGE>
of June 1, 1996, the results of operations for the three and six months
ended November 30, 1996, would have been as follows (unaudited):
Three months Six months
ended ended
November 30, November 30,
1996 l996
----------- -----------
Sales $26,771 $49,615
Operating income 2,106 2,468
Net income (loss) 1,022 (98)
Weighted average common shares outstanding 7,926,120 7,807,670
Earnings (loss) per share of common stock $0.13 ($0.01)
7. Investment in Equity Affiliates
NDA Clinical Trials Services Inc.
As of July 23, 1996, the Company transferred the assets of its Clinical
Trials Division, consisting of 100% of the equity of Unilabs Clinical Trials
Limited, 100% of the equity of Pharmasoft SA and 17% of the equity of NDA to a
newly formed wholly-owned British Virgin Islands subsidiary, Global Unilabs
Clinical Trials Ltd. ("GUCT") in exchange for 217,000 ordinary shares
representing all of the issued and outstanding shares of GUCT. After the
transaction, GUCT was a wholly-owned subsidiary of UniHolding. The ownership of
the 217,000 shares of GUCT was then transferred to UGL at book value.
Also on July 23, 1996, the Company, through GUCT, made a loan of $700 to
NDA. In August, November and December 1996, and in January 1997, the Company
made further loans to NDA, totaling $605 (together with the initial $700: the
"NDA Loan"). The NDA Loan bears interest at 12 % per annum and is unsecured. The
NDA Loan was originally repayable in principal and interest on December 31,
1996. In connection with ongoing discussions with a view to increase the
Company's stake in NDA, the Company has agreed to postpone the repayment in
principal and interest of the NDA Loan to June 30, 1997.
MISE S.A.
During the period ended November 30, 1996, MISE, an equity investee, had no
activity, however the Company's management is
<PAGE>
of the opinion that there has been no impairment of its investment, and that
operations will start in fiscal year 1997. Accounting principles generally
accepted in the U.S. require that know-how and marketing plans such as those
purchased by MISE, purchased from either related or unrelated parties, be
expensed as incurred. Accordingly, during the year ended May 31, 1996, the
Company has recognized a loss from its equity investee of $3,000.
UNIMED
On October 8, 1996, the Company, through a subsidiary, signed a joint
venture agreement with the State Affiliated company MEDINCENTER of the Main
Administration for Services to the Diplomatic Corps of the Ministry of Foreign
Affairs of the Russian Federation. Pursuant to the agreement, the Company will
invest an amount of $240 and will hold 50% of Unimed Laboratories (a
newly-established Russian close joint stock company, "Unimed"), which will
establish a diagnostic laboratory in Moscow and provide a comprehensive range of
clinical laboratory tests to public and private medical institutions, doctors
and patients in Russia. The new Unimed laboratory is expected to start
operations in 1997.
8. Segment Information
During the year ended May 31, 1996, the Company expanded its activities in
testing performed in relation with clinical trials for the pharmaceutical
industry, and therefore distinguishes its core clinical laboratory business (the
"Diagnostic Laboratory Division") from its clinical trials testing business (the
"Clinical Trials Division"). In connection therewith, the Company transferred to
UCT, as of June 1, 1996, certain clinical trials activities previously performed
by JSP. Accordingly, for analysis and comparative purposes, the activities
conducted by JSP in the clinical trials business during both years have been
included under the Clinical Trials Division caption.
Following are the key financial data of the respective businesses for
purposes of segment information. Such information does not include segment data
relating to the Company's investment in unconsolidated affiliates.
Six Months Ended November 30,
1996 1995
---- ----
Revenues from unaffiliated customers:
Diagnostic Laboratory Division $ 46,796 $ 45,783
Clinical Trials Division 2,819 1,892
Healthcare Management Services Division - -
Operating Profit or Loss:
Diagnostic Laboratory Division 4,553 4,760
Clinical Trials Division (2,085) (3)
Healthcare Management Services Division - -
Identifiable Assets:
Diagnostic Laboratory Division 126,700 120,159
Clinical Trials Division 6,524 2,032
Healthcare Management Services Division - -
9. Subsequent Event
As discussed in Note 6, on January 1, 1997, the note payable to Unilab in
the principal amount of $15,000, together with accrued but unpaid interest of
$750, converted into 1,394,963 newly-issued shares of Common Stock. As a result,
total Stockholders' Equity increased from $41,270 to $57,020.
<PAGE>
Item 2. Management's Discussions and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
The Company's results of operations for the period ended November 30, 1996,
include the operations of the Company's core business (the "Diagnostic
Laboratory Division") and of the Company's expanded activities in clinical
trials testing for the pharmaceutical industry (the "Clinical Trials Division")
and in healthcare management services (the "Healthcare Management Services
Division"). The following tables present a reconciliation of the results of
operations of each division with the consolidated statement of operations, for
the purpose of discussing the results of operations.
Three months ended November 30, 1996
-----------------------------------------
Healthcare
Diagnostic Management Clinical
Laboratory Services Trials As
Division Division Division reported
--------- --------- -------- --------
REVENUE $25,169 - $1,602 $26,771
Operating expenses:
Salaries and related charges 9,590 - 835 10,425
Supplies 4,436 - 59 4,495
Other operating expenses 5,968 - 1,785 7,753
Depreciation and amortization
of tangible assets 1,366 - 38 1,404
Amortization of intangible
assets 576 - 12 588
----------- ----------- -------- ----------
OPERATING INCOME (LOSS) 3,233 - (1,127) 2,106
Interest, net (860) - (46) (906)
Equity in loss of affiliates - - (39) (39)
Other, net 758 - (2) 756
----------- ---------- --------- ----------
Income (loss) before taxes and
minority interests 3,131 - (1,214) 1,917
Tax provision (1,181) - 322 (859)
---------- ---------- -------- ----------
Income (loss) before minority
interests 1,950 - (892) 1,058
Minority interests in income (411) - - (411)
---------- ---------- -------- ----------
NET INCOME (LOSS) $1,539 $0 ($892) $647
========= ========= ======== ==========
Weighted average common
shares outstanding 6,455,502 6,455,502 6,455,502 6,455,502
Earnings (loss) per share of
common stock $0.24 $0.00 ($0.14) $0.10
Six months ended November, 1996
-----------------------------------------
Healthcare
Diagnostic Management Clinical
Laboratory Services Trials As
Division Division Division reported
-------- ---------- -------- --------
REVENUE $46,796 - $2,819 $49,615
Operating expenses:
Salaries and related charges 19,304 - 1,412 20,716
Supplies 8,225 - 104 8,329
Other operating expenses 10,946 - 3,287 14,233
Depreciation and amortization
of tangible assets 2,622 - 78 2,700
Amortization of intangible
assets 1,146 - 23 1,169
--------- -------- ---------- ---------
OPERATING INCOME (LOSS) 4,553 - (2,085) 2,468
Interest, net (1,798) - (71) (1,869)
Equity in loss of affiliates - - (73) (73)
Other, net 200 - (2) 198
--------- -------- --------- ---------
Income (loss) before taxes and
minority interests 2,955 - (2,231) 724
Tax provision (1,663) - 639 (1,024)
--------- -------- --------- ---------
Income (loss) before minority
interests 1,292 - (1,592) (300)
Minority interests in income (548) - - (548)
--------- -------- --------- --------
NET INCOME (LOSS) $744 $0 ($1,592) ($848)
====== ====== ====== ======
Weighted average common
shares outstanding 6,358,963 6,358,963 6,358,963 6,358,963
Earnings (loss) per share of
common stock $0.12 $0.00 ($0.25) $(0.13)
The Company's results for the three and six month periods ended November
30, 1996, give effect to the acquisition by UniHolding and UGL, as of June 30,
1995, of 40% of the capital stock of UGL, while the Company's results for the
six month period ended November 30, 1995 included a 40% minority interest on
UGL's earnings for the month of June 1995. The following table presents the
required adjustments to the results of operations for the six month period ended
November 30, 1995, providing a comparative analysis with the comparable period
in the current fiscal year, had the 40% of UGL's common stock been acquired as
of June 1, 1995 (unaudited). The results of operations for the three and six
month periods ended November 30, 1995 were translated into U.S. dollars using
the exchange rates which were then valid.
Three months ended November 30, 1996
-----------------------------------------
Healthcare
Diagnostic Management Clinical
Laboratory Services Trials As
Division Division Division reported
--------- --------- -------- --------
REVENUE $24,616 - $996 $25,612
Operating expenses:
Salaries and related charges 10,253 - - 10,253
Supplies 3,903 - - 3,903
Other operating expenses 4,937 - 1,074 6,011
Depreciation and amortization
of tangible assets 1,389 - 6 1,395
Amortization of intangible
assets 609 - - 609
-------- -------- -------- --------
OPERATING INCOME (LOSS) 3,525 - (84) 3,441
Interest, net (621) - (2) (623)
Equity in loss of affiliates - (3,005) - (3,005)
Other, net (449) - (96) (545)
--------- --------- -------- -------
Income (loss) before taxes and
minority interests 2,455 (3,005) (182) (732)
Tax provision (926) - 143 (783)
--------- -------- -------- -------
Income (loss) before minority
interests 1,529 (3,005) (39) (1,515)
Minority interests in income (487) - (10) (497)
-------- -------- -------- -------
NET INCOME (LOSS) $1,042 ($3,005) ($49) ($2,012)
======= ======= ======= =======
Weighted average common
shares outstanding 6,026,218 6,026,218 6,026,218 6,026,218
Earnings (loss) per share of
common stock $0.18 ($0.50) ($0.01) ($0.33)
<TABLE>
<CAPTION>
Six months ended November 30, 1995
--------------------------------------------------------------------------
Healthcare
Diagnostic Management Clinical
Laboratory Services Trials
Division Division Division As reported Adjustments Pro Forma
-------- -------- -------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
REVENUE $45,783 - $1,892 $47,675 $47,675
Operating expenses:
Salaries and related charges 20,216 - - 20,216 20,216
Supplies 7,360 - - 7,360 7,360
Other operating expenses 9,340 - 1,887 11,227 11,227
Depreciation and amortization of
tangible assets 2,914 - 7 2,921 2,921
Amortization of intangible assets 1,193 - 1 1,194 8 (d) 1,202
-------- --------- -------- -------- -------- --------
OPERATING INCOME (LOSS) 4,760 - (3) 4,757 (8) 4,749
Interest, net (1,093) - (3) (1,096) (138)(b) (1,234)
Equity in loss of affiliates - (3,005) - (3,005) (3,005)
Other, net 230 - (96) 134 134
-------- --------- -------- -------- -------- --------
Income (loss) before taxes and
minority interests 3,897 (3,005) (102) 790 (146) 644
Tax provision (1,302) - 116 (1,186) 41 (c) (1,145)
-------- --------- -------- -------- -------- --------
Income (loss) before minority interests 2,595 (3,005) 14 (396) (105) (501)
Minority interests in income (795) - (17) (812) 116 (a) (696)
-------- --------- -------- -------- -------- --------
NET INCOME (LOSS) $1,799 ($3,005) ($2) ($1,208) $11 ($1,197)
======== ========= ======== ======== ======== ========
Weighted average common shares outstanding 6,051,353 6,051,353 6,051,353 6,051,353 6,051,353
Earnings (loss) per share of common stock $0.30 ($0.50) ($0.00) ($0.20) ($0.20)
<FN>
(a) To record the cancellation of the 40% minority interest in the June 1995 net
income of UGL.
(b) To record the interest cost on the repurchase of 40% in UGL at an effective
rate of 5.5% for June 1995
(c) To record the tax benefit at 30% on the interest cost on repurchase of 40%
in UGL.
(d) To record goodwill amortization on the acquisition of 40% in UGL for June
1995
</FN>
</TABLE>
THREE AND SIX MONTH PERIODS ENDED NOVEMBER 30, 1996 COMPARED WITH THE THREE AND
SIX MONTH PERIODS ENDED NOVEMBER 30, 1995
Consolidated revenue was $26.8 million and $49.6 million for the three and
six months ended November 30, 1996, representing an increase of $1.2 million and
$1.9 million respectively (including the effect of the change in the US dollar
exchange rate of $1.2 million and $2.1 million for the respective periods) from
the comparable prior year period. Revenue generated by the Swiss operations for
the six months increased by approximately 3.3% as a result of additional
specimen volume of 3.9% partly offset by a decrease in the test mix of 0.6%.
Revenue generated by the UK increased in respect of the Diagnostic Laboratory
Division due to additional revenue
<PAGE>
resulting from the new contract with a major public transport service and an
existing Government contract being offset by under performance of the private
doctors area. Spanish operations increased revenues to $2.9 million,
representing an 193% increase from the comparable prior year period. Revenues of
$1.6 million and $2.8 million for the three and six months respectively were
recorded by the Clinical Trials Division due to the signing of further new
contracts.
Operating income for the six months ended November 30, 1996 decreased by
$2.3 million (including the effect of the change in the US dollar exchange rate
of $0.4 million) versus the comparable prior year. The small decrease in
operating income of the Diagnostic Laboratory Division ($0.2 million) reflects
increased reagent and other operating costs. Italian operations continue to
maintain a small positive contribution to operating income. Operating results of
Spanish operations are rapidly improving and showing a positive trend of
returning to break-even. The variance in operating results of the Clinical
Trials Division (an operating loss of $2.1 million as compared to $0.3 million)
reflects fixed expenses which are not matched with income to be recorded in the
future from a backlog of contracts due to lead-time of up to six months from the
signing of a contract to the actual start of a study.
Interest expense, net, increased $0.3 million and $0.8 million during the
three and six months ended November 30, 1996 respectively as compared to the
prior year, primarily due to higher average borrowing levels by the Company
resulting from the Company's acquisition of the 40% minority interest in UGL and
other capital expenditures, partly offset by a decrease in interest rates.
Other income of $0.7 million and $0.2 million was recorded of the three and
six months respectively, resulting from foreign currency transactions and
changes in foreign currency positions, as compared to losses of $0.5 million and
gains of $0.1 million in the prior year comparable periods.
Provision for income taxes decreased $0.2 million in the six months ended
November 30, 1996, and increased $0.1 million in the three months ended November
30, 1996 after taking into account the period losses of UCT which gave rise to a
tax benefit of $0.3 million and $0.6 million respectively, which management
believes it is more likely than not that the Company will recover through future
income of such Division in view of the already existing backlog of contracts.
Other potential future tax benefits arising from losses of other subsidiaries
(primarily in Spain) have been entirely provided for.
Minority interests in income decreased substantially as compared to the
comparable prior year, resulting primarily from the decrease in the minority
interests in income due to the acquisition of the 40% minority interest in UGL
as of June 30,
<PAGE>
1995, and the acquisition of 1.9% minority interest in ULSA as of June 1, 1996.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the six months ended November
30, 1996 amounted to $3.8 million, a decrease of $4.6 million from the prior
year primarily due to working capital needs of the Diagnostic Laboratory
Division and the net losses of the Clinical Trials Division.
Net cash provided by financing activities for the six months ended November
30, 1996 was $3.8 million, as compared to $1.7 million used in financing
activities in the prior year period. The increase of $5.5 million primarily
resulted from the issuance of new shares of common stock, increased borrowing
primarily from overdraft facilities in conjunction with reduced repayment of
long term debt as compared to the prior year, and the use of $2.9 million in the
prior year to purchase treasury stock.
Net cash used in investing activities for the period ended November 30,
1996 was $7.4 million, a decrease of $13.7 million from the prior period,
consisting primarily of the purchase of the 40% minority interest in UGL in the
prior period, offset in the current period by increased lending to affiliates of
$3.9 million including $2.8 million to the Company's controlling shareholder and
$0.9 million to NDA.
The Company's bank facilities provide for a total of approximately $40.2
million, including secured senior revolving facilities consisting of term loans,
working capital loans and/or guarantees. As of January 13, 1997, the Company had
approximately $3.2 million of availability under the aggregate credit
facilities.
On July 23, 1996, the Company issued 333,333 new shares of its common stock
to a U.S. institutional investor at $15.00 per share.
As of November 30, 1996, the Company had a working capital deficiency of
$14.2 million at November 30, 1996, compared to $9.8 million at May 31, 1996.
The increase in the deficiency was due primarily to the reclassification as a
current liability of the short-term portion of long-term debt owed by ULSA
maturing on June 30, 1997. Of that amount of $15.8 million, $15 million was due
to Unilab on June 30, 1996. All interest accrued as of March 31 and June 30,
1996, have been paid by UGL. As of December 31, 1996, the $15,000 note due
Unilab was unpaid. Accordingly, pursuant to the agreement with Unilab dated as
of June 30, 1995, the note's principal, together with accrued but unpaid
interest of $750 as of December 31, 1996 ($625 as of November 30, 1996),
converted
<PAGE>
into 1,394,963 newly-issued shares of Common Stock. As a result of the
conversion, the Company's working capital was restated at $1.4 million.
With respect to the Diagnostic Laboratory Division, the Company believes
that the liquidity provided by the cash flow from operations, the existing cash
balances and the borrowing arrangements described above will be sufficient to
meet the Company's capital requirements for fiscal 1997 including anticipated
operating expenses arising from the Company's recent expansion into the Spanish
and Italian markets, as well as debt repayments.
With respect to the Clinical Trials Division, the Company believes that the
liquidity provided by the cash flow from the Diagnostic Laboratory Division
operations, the existing cash balances and the borrowing arrangements described
above will be sufficient to meet the Company's capital requirements for fiscal
1997 including anticipated operating expenses arising from the Company's recent
expansion into the clinical trials, as well as debt repayments.
With respect to the Healthcare Management Services Division, the Company is
currently reviewing detailed marketing plans for several countries, with a view
to start actual operations during the fiscal year 1996/97. The Company believes
that no significant new funding will be required to meet working capital
requirements during that period.
In addition, the Company has outstanding obligations and commitments under
capital leases which mature over the next five to ten years. PART II - OTHER
INFORMATION
Item 1. Legal Proceedings
Arbitration
As described and discussed more thoroughly in the Company's Annual
Report on Form 10-K for the year ended May 31, 1996, the Company is entitled to
80% of the net recovery (less legal fees and costs) of any settlement or
successful resolution of the pending arbitration instituted by Americanino
Capital Corp. ("ACC") pursuant to an agreement by which the Company sold its
remaining interest in ACC.
In briefs in reply dated September 1996, PARIBAS FINANZIARIA on one
hand, and Mr. MANZALI on the other, vigorously contested again all the claims
made by ACC. Further, PARIBAS FINANZIARIA continued to contest the competence of
the Arbitral Tribunal over itself. Accordingly, ACC has proposed, and the
Arbitral Tribunal has agreed, that this specific issue will be pleaded
separately in January 1997, after which the Arbitral Tribunal will decide what
should be the following steps. ACC had previously informed the Company that,
independently from the arbitration, it filed suit against BANQUE PARIBAS
(France), BANQUE PARIBAS (Suisse) and BANQUE PARIBAS (Milan) before the
Commercial Court of Paris (France).
The Company's management will continue to monitor and report the
progress of the proceedings.
See also the discussion on Foreclosure Proceedings and Attachment Claim
in the 1996 Annual Report on Form 10-K.
Item 5. Other items
Conversion of Unilab Note
On January 1, 1997, the note payable to Unilab Corporation in the
principal amount of $15 million, together with accrued but unpaid interest of
$750,000, was converted into 1,394,963 newly-issued shares of Common Stock. As a
result, total Stockholders' Equity increased from $41.2 million to $57.0
million. The Company intends to file with the Securities and Exchange Commission
a registration statement under the Securities Act of 1933, as amended, covering
the shares arising from such conversion and certain other outstanding shares of
Common Stock.
Amendment and Restatement of the Certificate of Incorporation
On January 8, 1997, the Company filed with the Secretary of State of
Delaware its Amended and Restated Certificate of Incorporation. As described in
an Information Statement that was transmitted to Stockholders on or about
December 16, 1996, the Amended and Restated Certificate of Incorporation, among
other things, classified the Board of Directors into three classes, with one
class being elected each year, and, in general, provided that special meetings
of Stockholders may be called by specified officers of the Company and not by
Stockholders.
Plans to Maximize Shareholder Value
The Company announced on February 27, 1996 that it is considering
several alternative proposals to maximize shareholder values, including the
selling of a minority or majority stake in some of its operations, and the
floating of one or more of its subsidiaries on a major European exchange. The
Company expects that such action will generate cash permitting the financing of
new developments and/or acquisitions in countries which offer significant
potential opportunities. The Company continues actively pursuing those
alternatives.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
3 Amended and Restated Certificate of Incorporation
27 Financial Data Schedule
(b) Reports on Form 8-K. There have been no reports on Form 8-K during
the quarter ended November 30, 1996.
<PAGE>
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.
UniHolding Corporation
By: BRUNO ADAM
------------------------
Bruno Adam, CFO
Date: 01-17 -97
EXHIBIT 3
<PAGE>
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
UNIHOLDING CORPORATION
Pursuant to the provisions of Section 242 of the Delaware
General Corporation Law, UniHolding Corporation, a Delaware
corporation (the "Corporation"), does hereby CERTIFY:
FIRST, that by unanimous written consent of the Board of Directors
of the Corporation resolutions were duly adopted as of 2 December
1996 setting forth proposed amendments to the Certificate of
Incorporation of the Corporation, declaring said amendments to be
advisable, recommending the same to the stockholders of the
Corporation and further recommending that the Certificate of
Incorporation, as so amended, be restated in its entirety. The
resolution setting forth the Certificate of Incorporation as so
amended and restated is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation
be amended and restated in its entirety as follows:
I. NAME
The name of the corporation is UniHolding Corporation.
II. REGISTERED AGENT
The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle, Delaware 19801. The name of its registered agent at
such address is The Corporation Trust Company.
III. CORPORATE PURPOSE
The purpose of the corporation is (i) to engage in the business of
owning and managing clinical laboratories and conducting clinical
trials for pharmaceutical products, (ii) to engage in any other
lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, and
(iii) to hold stock of corporations organized to engage in any
lawful acts or activities for which corporations may be organized
under the applicable laws of their respective jurisdictions of
organization.
<PAGE>
IV. SHARES
The total number of shares of all classes of stock which the
corporation shall have the authority to issue is twenty million
(20,000,000) shares, of which 18,000,000 shares, par value $0.01
per share shall be designated Voting Common Stock ("Voting Common
Stock"), and 2,000,000 shares, par value $0.01 per share shall be
designated Non-Voting Common Stock ("Non-Voting Common Stock").
All cross-references in each Part of this Article IV refer to other
paragraphs in such Part unless otherwise indicated. All shares of
Voting Common Stock and Non-Voting Common Stock shall be identical
and shall entitle the holders thereof to the same rights and
privileges, except as otherwise provided in this Certificate of
Incorporation and as required by law. The Board of Directors of
the corporation may authorize the issuance form time to time of
shares of its stock of any class whether now or hereafter
authorized, or securities convertible into shares of its stock of
any class, whether now or hereafter authorized, for such
consideration as the Board of Directors may deem advisable, subject
to such restrictions or limitations, if any, as may be set forth in
the Bylaws of the corporation.
(a) Voting Common Stock. Except as provided by law the
holders of shares of Voting Common Stock shall be entitled to
vote on any mater or question submitted to the shareholders,
as to such matter or question, have one vote, in person, by
written consent or by proxy, for each share of duly
authorized, issued and outstanding share of Voting Common
Stock standing in his name on the books of the corporation.
Quorum constituting any number of shareholders holding at
least a majority of the outstanding shares of capital stock
entitled to vote with respect to the business to be
transacted, who shall be present in person, represented by
proxy or by written consent in accordance with the General
Corporation Laws of Delaware.
(b) Non-Voting Common Stock. Except as otherwise provided
by law, the holders of Non-Voting Common Stock shall have no
right in any event to vote on any matter to be voted on by the
shareholders of the corporation (including any election or
removal of the directors of the corporation).
(c) Dividends. When and as dividends are declared, whether
payable in cash, in property or in securities of the
corporation or any of its subsidiaries, the holders of the
Voting Common Stock and the Non-Voting Common Stock shall be
entitled to share equally, on a share for share basis, in such
<PAGE>
dividends.
(d) Conversion of Non-Voting Common Stock.
(i) The holder of Non-Voting Common Stock shall have the
right at any time, or from time to time, at such holder's
option, to convert all or any portion of the shares into
any equal number of fully paid and nonassessable share of
Voting Common Stock, on and subject to the terms and
conditions hereinafter set forth; provided, however, that
298,384 shares of Non-Voting Common Stock to be held in
the name of SBC Equity Partners ("SBC"), pursuant to an
Exchange Agreement, dated January 31, 1996, shall not be
convertible into shares of Voting Common Stock so long as
such shares are beneficially owned by SBC or any of its
affiliates or any other "Restricted Person", defined as
any person that would be precluded by applicable United
States federal or state law from owning Common Stock or
securities convertible into Voting Common Stock.
However, all or a portion of such shares may be converted
into Voting Common Stock on a share for share basis upon
the transfer by SBC of such shares to any person not an
affiliate of SBC or not a Restricted Person, at such
holder's option. SBC may transfer shares of the Non-
Voting Common Stock only (a) in a widely dispersed public
offering, (b) to one or more investors (not being an
affiliate of SBC nor a Restricted Person), in one or more
transactions, none of whom, after such purchase would
hold more than 2% of the voting securities of the Company
then outstanding assuming that the shares of Non-Voting
Common Stock being transferred to such investor have been
fully converted by such investor, (c) to any person or
entity that already controls the company prior to such
transfer, (d) in a transaction that complies with Rule
144 (or any successor thereto) under the Securities Act
of 1933, as amended, or (e) in any other transaction
approved in advance by the Federal Reserve System.
SBC may only convert shares of this Non-Voting Common
Stock into Voting Common Stock in connection with the
sale of the voting Common Stock (a) in a widely dispersed
public offering, (b) to one or more investors (not being
an affiliate of SBC nor a Restricted Person), in one or
more transactions, none of whom, after such purchase
would hold more than 2% of the voting securities of the
Company then outstanding assuming that the shares of Non-
Voting Common Stock being transferred to such investor
have been fully converted by such investor, (c) to an
<PAGE>
person or entity that already controls the Company prior
to such transfer, (d) in a transaction that complies with
Rule 144 (or any successor thereto) under the Securities
Act of 1933, as amended, or (e) in any other transaction
approved in advance by the Federal Reserve System.
SBC may only convert shares of this Non-Voting Common
Stock into Voting Common Stock in connection with the
sale of the Voting Common Stock (a) in a widely dispersed
public offering, (b) to one or more investors (not being
an affiliate of SBC nor a Restricted Person), in one or
more transactions, none of whom, after such purchase
would hold more than 2% of the voting securities of the
Company then outstanding assuming that the shares of Non-
Voting Common Stock being transferred to such investor
have been fully converted by such investor, (c) to any
person or entity that already controls the Company prior
to such transfer, (d) in a transaction that complies with
Rule 144 (or any successor thereto) of the Securities Act
of 1933, as amended, or (e) in any other transaction
approved in advance by the Federal Reserve System.
(ii) In order to exercise its conversion privilege, the
holder of any shares of Non-Voting Common Stock shall
present and surrender the certificate or certificates
representing such shares or portion of such shares of
Non-Voting Common Stock to be converted during usual
business hours at any office of the corporation (or such
other office or agency designated by the corporation)
together with a written notice of the election of the
holder to convert the shares represented by such
certificate or any portion thereof specified in such
notice. Such notice shall contain the name or names,
address and denominations in which the certificate(s) for
shares of Voting Common Stock shall be issuable on such
conversion and shall include instructions for delivery
thereof. Further, certificate(s) representing the Non-
Voting Common Stock which shall be surrendered shall be
accompanied by instruments of transfer, in the form
satisfactory to the corporation, duly executed by the
holder of such shares or its duly authorized
representative. Each conversion of shares of Non-Voting
Common Stock shall be deemed to have been effected on the
date (the "conversion date") on which the certificate(s)
representing such shares shall have been surrendered and
such notice and any required instruments of transfer
shall have been received as aforesaid, and the person or
persons in whose name(s) any certificate(s) for shares of
<PAGE>
Voting Common Stock shall be issuable on such conversion
shall be, for the purpose of receiving dividends and for
all other corporate purposes whatsoever, deemed to have
become the holder(s) of record of the shares of Voting
Common Stock represented thereby on the conversion date.
The issuance of certificates for shares of Voting Common
Stock issuable upon the conversion of shares of Non-
Voting Common Stock by the registered holder thereof
shall be made without charge to the converting holder for
any tax imposed on the corporation in respect of the
issue thereof. The corporation shall not, however, be
required to pay any tax which may be payable with respect
to any transfer involved in the issue and delivery of any
certificate in a name other than that of the registered
holder of the shares being converted, and the corporation
shall not be required to issue or deliver any such
certificate unless and until the person requesting the
issuance thereof shall have paid to the corporation the
amount of such tax or has established to the satisfaction
of the corporation that such tax has been paid.
(iii) In case of any consolidation or merger of the
corporation as a result of which the holders of Common
Stock shall be entitled to receive cash, stock, other
securities or other property with respect to or in
exchange for Common Stock or in case of any sale or
conveyance or all or substantially all of the property
or business of the corporation as an entirety, a holder
of a share of Non-Voting Common Stock shall have the
right thereafter, so long as the conversion right
hereunder shall exist, to convert such share into the
kind and amount of cash, shares of stock and other
securities and properties receivable upon such
consolidation, merger, sale or conveyance by a holder of
one share of Voting Common Stock and shall have no other
conversion rights with regard to such share. The
provisions of this paragraph (iii) shall similarly apply
to successive consolidations, mergers, sales or
conveyances.
(iv) Shares of the Non-Voting Common Stock converted
into shares of the Voting Common Stock as provided in
this Article IV shall resume the status of authorized but
unissued shares of Non-Voting Common Stock.
(v) Such number of shares of Voting Common Stock as may
from time to time be required for such purpose shall be
reserved for issuance upon conversion of outstanding
<PAGE>
shares of Non-Voting Common Stock.
(vi) None of the holders of any stock of the Corporation
of any kind, class or series now or hereafter authorized
shall have preemptive rights with respect to any shares
of capital stock of the Corporation of any kind, class or
series now or hereafter authorized.
V. BYLAWS
In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly
authorized to make, amend or repeal the Bylaws of the corporation.
Any bylaw made by the Board of Directors under the powers conferred
hereby may be amended or repealed by the Board of Directors (except
as specified in any such bylaw so made or amended) or by the
stockholders in the manner provided in the Bylaws. Notwithstanding
the foregoing and anything contained in this Certificate of
Incorporation to the contrary, the Bylaws may not be amended or
repealed by the stockholders, and no provision inconsistent
therewith may be adopted by the stockholders, without the
affirmative vote of the holders of at least 75% of the voting power
of all shares of the corporation entitled to vote generally in the
election of directors, voting together as a single class.
VI. DIRECTORS
1. All power of the corporation shall be exercised by or under
the direction of the Board of Directors except as otherwise
provided herein or required by law.
2. For the management of the business and for the conduct of the
affairs of the corporation, and in further creation,
definition, limitation and regulation of the power of the
corporation and of its director and of its stockholders, it
is further provided:
(a) Election of Directors. Election of directors need not be
by written ballot unless the Bylaws of the corporation shall
so provide.
(b) Number, Election and Term of Directors. The number of
directors of the corporation shall be fixed from time to time
by or pursuant to the Bylaws. The directors shall be
classified, with respect to the time for which they severally
<PAGE>
hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the
Bylaws, one class to hold office initially for a term expiring
at the annual meeting of stockholders to be held in 1997,
another class to hold office initially for a term expiring at
the annual meeting of stockholders to be held in 1998, and
another class to hold office initially for a term expiring at
the annual meeting of stockholders to be held in 1999, with
members of each class to hold office until their successors
are elected and qualified. At each annual meeting of the
stockholders of the corporation, the successors to the class
of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the
year of their election.
(c) Stockholder Nomination of a Director. Advance notice of
nominations for the election of directors, other than by the
Board of Directors or a Committee thereof, shall be given in
the manner provided by the Bylaws.
(d) Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal
or other cause shall be filled solely by the affirmative vote
of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors, by a sole
remaining director, or, if there is no remaining director, by
the stockholders. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the
full term of the class of directors in which the new
directorship was created or the vacancy occurred and until
such director's successor has been elected and qualified. No
decrease in the number of directors constituting the Board of
Directors may shorten the term of any incumbent director.
(e) Removal. Any director may be removed from office by the
stockholders only for cause and only in the manner provided
in this Section (e). At any annual meeting or special meeting
of the stockholders, the notice of which states that the
removal of a director or directors is among the purposes of
the meeting, the affirmative vote of the holders of at least
75% of the voting power of all shares of the corporation
entitled to vote generally in the election of directors,
voting together as a single class, may remove such director
or directors for cause. As used in this Section (e), "cause"
shall mean willful misconduct in connection with his or her
<PAGE>
duties as director, officer or employee of the corporation.
(f) Amendment, Repeal, etc. Notwithstanding anything
contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 75%
of the voting power of all shares of the corporation entitled
to vote generally in the election of directors, voting
together as a single class, shall be required to amend or
repeal, or adopt any provisions inconsistent with, this
Article VI or any provision hereof.
VII. AMENDMENTS
The corporation reserves the right to amend, change or repeal any
provision contained in this Certificate of Incorporation, to the
extent and in the manner now or hereafter prescribed by the laws of
the State of Delaware, and additional provisions authorized by such
laws as are then in force may be added hereto. All rights
conferred upon the directors, officers and stockholders of the
corporation herein or in any amendment hereof are granted subject
to this reservation.
VIII. LIABILITY OF DIRECTORS
To the fullest extent permitted by the General Corporation Law of
Delaware as the same exists or may hereafter be amended, a director
of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director. Any amendment or repeal of, or adoption of any
provision inconsistent with, this Article VIII shall not adversely
affect any right or protection of a director of the corporation in
respect of any breach of fiduciary duty occurring in whole or in
part prior to such amendment or repeal.
IX. INDEMNIFICATION
Each person who is or was a director of officer of the corporation,
and each such director or officer who is or was serving at the
request of the Board of Directors or an officer of the corporation
as an employee or agent of the corporation or as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, whether for profit or not
for profit (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the corporation to
the full extent permitted by the General Corporation Law of
<PAGE>
Delaware or any other applicable law as currently or hereafter in
effect. The right of indemnification provided in this Article IX
shall be not exclusive of any other rights to which any person
seeking indemnification may otherwise be entitled, including
without limitation pursuant to any contract approved by the Board
of Directors (whether or not the directors approving such contract
are or are to be parties to such contract or similar contracts).
Without limiting the generality or the effect of the foregoing, the
corporation may adopt Bylaws, or enter into one or more agreements
with any person, which provide for indemnification greater or
otherwise different than that provided in this Article IX or the
General Corporation Law of Delaware, and any such agreement
approved by the Board of Directors shall be a valid and binding
obligation of the corporation regardless of whether one or more
members of the Board of Directors, or all members of the Board of
Directors, are parties thereto or to similar agreements. Any
amendment or repeal of, or adoption of any provision inconsistent
with, this Article IX shall not adversely affect any right or
protection existing hereunder, or arising out of events occurring
or circumstances existing, in whole or in part, prior to such
amendment, repeal or adoption and no such amendment, repeal or
adoption, shall affect the legality, validity or enforceability of
any contract entered into or right granted prior to the effective
date of such amendment, repeal or adoption.
X. MEETING OF STOCKHOLDERS
1. Special meetings of stockholders of the corporation may be
called only by (i) the Chairman of the Board of the
corporation, (ii) the President of the corporation, or (iii)
the Secretary of the corporation within 10 calendar days after
receipt of the written request of a majority of the total
number of directors then in office.
2. At any annual meeting or special meeting of stockholders of
the Company, only such business shall be conducted or
considered as has been brought before such meeting in the
manner provided in the Bylaws.
3. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of at
least 75% of the voting power of all shares of the corporation
entitled to vote generally in the election of directors,
voting together as a single class, shall be required to amend
or repeal, or adopt any provisions inconsistent with, this
Article X or any provision hereof.
<PAGE>
SECOND, that the foregoing amendment and restatement has been
duly adopted by the Board of Directors and a majority of the
stockholders of the Corporation in accordance with the
provisions of Section 228 and 242 of the General Corporation
Law of the State of Delaware.
This Amended and Restated Certificate of Incorporation shall be
effective on the date of its filing with the Secretary of State of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed and attested
this 12th day of December, 1996.
UNIHOLDING CORPORATION
By: _________________________
Edgard Zwirn
Chairman of the Board
ATTESTED BY:
________________
Enrico Gherardi
Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM (A) THE COMPANY'S FINANCIAL STATEMENTS FOR THE QUARTER ENDED
NOVEMBER 30, 1996 AS SUBMITTED IN ITS QUARTERLY REPORT ON FORM
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
(B) FINANCIAL STATEMENTS WITH REFERENCE TO THE ANNUAL REPORT
FILED ON FORM 10-K FOR THE YEAR ENDED MAY 31, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> SEP-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 1,607
<SECURITIES> 0
<RECEIVABLES> 19,956
<ALLOWANCES> 0
<INVENTORY> 1,351
<CURRENT-ASSETS> 35,325
<PP&E> 70,750
<DEPRECIATION> 34,727
<TOTAL-ASSETS> 132,470
<CURRENT-LIABILITIES> 51,037
<BONDS> 0
0
0
<COMMON> 61
<OTHER-SE> 41,209
<TOTAL-LIABILITY-AND-EQUITY> 132,470
<SALES> 49,615
<TOTAL-REVENUES> 49,615
<CGS> 29,045
<TOTAL-COSTS> 47,147
<OTHER-EXPENSES> (198)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,869
<INCOME-PRETAX> 724
<INCOME-TAX> 1,024
<INCOME-CONTINUING> (300)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (848)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
