UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended May 31, 1997
[_] 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 of (I.R.S. Employer
incorporation) Identification Number)
96 Spring Street, New York, New York 10012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 219-9496
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value Per Share
(title of class)
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___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
As of October 14, 1997, 7,632,970 shares of Registrant's Common Stock, par value
$0.01 per share, were outstanding. The aggregate market value of the Common
Stock, based on the closing price on The Nasdaq Stock Market/Nasdaq Small Cap as
of October 14, 1997, held by nonaffiliates of the Registrant was approximately
$33 million.
DOCUMENTS INCORPORATED BY REFERENCE
Page 1 of __
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS AND SCHEDULES:
1. Financial Statements - See Index
to Financial Statements at ITEM 8 .................... II-F-1
2. Financial Statement Schedules ................................ IV-2
EXHIBITS:
The information required pursuant to Item 601
of Regulation S-K is incorporated by
reference to the Exhibit Index of this Report .............. IV-4
REPORTS ON FORM 8-K:
1. Current Report on Form 8-K dated February 27, 1997 (filed March 7, 1997)
reporting on Item 2
2. Current Report on Form 8-K dated May 30, 1997 (filed June 5, 1997)
reporting on Item 4
3. Amended Current Report on Form 8-K/A dated February 27, 1997 (filed April
15, 1997) reporting on Item 2 with Financial Statements of NDA Clinical
Trials Services, Inc.
4. Amended Current Report on Form 8-K/A dated February 20, 1997 (filed May
28, 1997) reporting on Item 2
5. Amended Current Report on Form 8-K/A dated May 30, 1997 (filed June 10,
1997) reporting on Item 4
IV-1
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES Schedule II
VALUATION AND QUALIFYING ACCOUNTS
(dollars in thousands)
<TABLE>
<CAPTION>
Additions
Balance at Charged to Charged to Effect of Balance
Beginning Cost and Other Currency at End
of Period Expenses Other Accounts Deductions Changes Period
--------- --------- ------ -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended May 31, 1995
Allowance for doubtful accounts $1,151 $535 $21(1) $0 $408 $158 $1,457
Deferred tax on loss carryforwards 745 0 0 0 312 77 510
Year ended May 31, 1996
Allowance for doubtful accounts $1,457(2) $743 $0 $0 $605 ($95) $1,500
Deferred tax on loss carryforwards 510 0 0 0 173 59 396
Year ended May 31, 1997
Allowance for doubtful accounts $1,500 $595 $0 $0 $826 ($68) $1,201
Deferred tax on loss carryforwards 396 2,249 0 0 0 0 2,645
</TABLE>
(1) allowance for doubtful accounts of ULSP and IMT, acquired on May 31, 1995.
(2) total allowance for doubtful accounts of $1,901 as disclosed in the balance
sheet as of May 31, 1995, included $444 of allowance on long-term notes
receivable, not included above, and classified separately in the balance
sheet as of May 31, 1996.
IV-2
<PAGE>
ATAG ERNST & YOUNG
REPORT OF INDEPENDENT AUDITORS
to the Board of Directors and Shareholders of
UNIHOLDING CORPORATION, Delaware, USA
We have audited the consolidated balance sheet of UniHolding Corporation and
subsidiaries (the "Company") as of May 31, 1997 and the related consolidated
statements, of operations, stockholders' equity and cash flows for the year then
ended. Our report, dated October 3rd, 1997 is included in the Company's Form
10K.
The consolidated financial statements of UniHolding Corporation and
subsidiaries for the years ended May 31, 1996 and May 31, 1995, were audited by
other auditors whose report dated September 26, 1996, expressed an unqualified
opinion on those statements.
In connection with our audits of the financial statements for the year ended May
31st, 1997, we audited the financial statement schedule listed under Item 14.
In our opinion, this financial statement schedule presents fairly, in all
material respects, the information stated therein, when considered in relation
to the financial statements taken as a whole.
Geneva, Switzerland
October 20, 1997 ATAG Ernst & Young SA
/s/ /s/
C. Picci F. Genetelli
Expert-comptable diplome Expert-comptable diplome
(Auditor in charge)
IV-3
<PAGE>
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
Board of Directors
UniHolding Corporation
New York, New York
The audits referred to in our report dated September 26, 1996 on the
consolidated financial statements of UniHolding Corporation and subsidiaries,
which appears in Part II, also included Schedule II for each of the years in the
two-year period ended May 31, 1996. This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein, in
compliance with the applicable accounting regulation of the Securities and
Exchange Commission.
/s/ Richard A. Eisner & Company, LLP
New York, New York
September 26, 1996
IV-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Share Purchase Agreement between Unilabs
Management Company, Ltd. as Seller, and EIBA
"Eidgenoessische Bank" Beteiligungs und
Finanzgesellschaft as Purchaser, dated January 17,
1997 (1)
2.2 Share Purchase Agreement between Unilabs
Group Limited and Unilabs Management
Company Ltd. and Banque Cantonale de Geneve,
dated February 6, 1997 (1)
2.3 Share Purchase Agreement between Unilabs
Group Limited and KK Trust AG., dated February
17, 1997 (1)
2.4 Share Purchase Agreement between Unilabs
Group Limited and Unilabs Holdings SA, dated
February 18, 1997
2.5 Share Purchase Agreement between Unilabs
Group Limited and Unilabs Holdings SA, dated
March 13, 1997
2.6 Underwriting Agreement between Unilabs SA and Union
Bank of Switzerland, dated April 24, 1997
2.7 Master Combination Agreement by and among
NDA Clinical Trials Services, Inc. ("NDA"),
certain NDA stockholders and Global Unilabs
Clinical Trials, Ltd., dated as of January 31,1997(4)
2.8 Stock Purchase Agreement, dated as of July 23,
1996, between Morgan Stanley & Co.,
Incorporated and UniHolding Corporation (5)
2.9 Agreement by and among Unilabs Group Limited,
Health Strategies Limited and Medical Diagnostic
Management, Inc., dated as of May 23, 1997
3.1 Amended Certificate of Incorporation of
UniHolding Corporation (2)
3.2 Bylaws of UniHolding Corporation
IV-5
<PAGE>
10.1 Memorandum of Agreement between Health
Strategies Ltd. and Unilabs Group Ltd. (3)
10.2 Amended Stock Option Plan (3)
10.3 Lock-Up Agreement between Edgard Zwirn, Unilabs
Holdings SA, UniHolding Corp., Unilabs Group Ltd.,
Unilabs SA and Union Bank of Switzerland, dated
April 14, 1997
16 Letter from Richard A. Eisner & Company, LLP, dated
June 16, 1997 (6)
21 Subsidiaries of Registrant
23 Consent of Accountant, ATAG Ernst & Young SA
27 Financial Data Schedule
- -----------
(1) Incorporated by reference to Current Report on Form 8-K dated February
20, 1997.
(2) Incorporated by reference to Quarterly Report on Form 10-Q for the period
ended November 30, 1996.
(3) Incorporated by reference to Annual Report on Form 10-K for the Fiscal
Year ended May 31, 1996.
(4) Incorporated by reference to Current Report on Form 8-K dated January 31,
1997.
(5) Incorporated by reference to Quarterly Report on Form 10-Q for the period
ended August 31, 1996
(6) Incorporated by reference to Amended Current Report on Form 8-K/A dated
May 30, 1997
IV-6
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UniHolding Corporation
Date: 10/14/97 By: /s/ Bruno Adam
--------------------------
Bruno Adam
CFO/Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ Edgard Zwirn Date: 10/14/97
Edgard Zwirn
CEO and Director
By: /s/ Bruno Adam Date: 10/14/97
Bruno Adam
CFO and Treasurer
By: /s/ Pierre-Alain Blum Date: 10/14/97
Pierre-Alain Blum
Director and Member Audit Committee
By: /s/ Daniel Regolatti Date: 10/14/97
Daniel Regolatti
Director and Member Audit Committee
By: /s/ Enrico Gherardi Date: 10/14/97
Enrico Gherardi
Director and Secretary
By: /s/ Alessandra Van Gemerden Date: 10/14/97
Director
By: /s/ Tobias Fenster
Director Date: 10/14/97
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned hereunto duly authorized.
UniHolding Corporation
By: /s/ Bruno Adam
-----------------------
Bruno Adam
(CFO/Treasurer)
Date: October 28, 1997
