<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MAY 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________________
Commission file number 1-8654
Unitel Video, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-1713238
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 West 57th Street - New York, New York 10019
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(212) 265-3600
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 twelve months and (2) has been subject to such requirements
for the past 90 days.
Yes / X / No / /
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
2,625,165 Common shares outstanding as of July 17, 1995
(Number of shares) (Date)
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
QUARTER ENDED MAY 31, 1995
Page
INDEX Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
May 31, 1995 (Unaudited) and
August 31, 1994 3-4
Consolidated Statements of Operations
May 31, 1995 (Unaudited) and
May 31, 1994 (Unaudited) 5
Consolidated Statements of Cash Flows
May 31, 1995 (Unaudited)
and May 31, 1994 (Unaudited) 6-7
Notes to Consolidated Financial
Statements (Unaudited) 8-9
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 10-11
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
2
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
QUARTER ENDED MAY 31, 1995
Part 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
May 31, 1995 August 31, 1994
------------ ---------------
(Unaudited) (Note)
ASSETS
<S> <C> <C>
Current Assets:
Cash $ 1,073,000 $ 1,293,000
Accounts receivable,
less allowance for
doubtful accounts of $ 866,000
and $690,000 13,328,000 10,772,000
Other receivables 352,000 382,000
Prepaid income taxes 323,000 81,000
Prepaid expenses 957,000 1,553,000
------------ ------------
Total current assets 16,033,000 14,081,000
Property and equipment - at cost
Land, buildings
and improvements 23,587,000 22,787,000
Video equipment 98,101,000 92,301,000
Automobiles 50,000 50,000
Furniture and fixtures 3,740,000 3,362,000
------------ ------------
125,478,000 118,500,000
Less accumulated depreciation 69,566,000 63,075,000
------------ ------------
55,912,000 55,425,000
Goodwill 3,834,000 1,839,000
Other assets 1,079,000 1,168,000
------------ ------------
$ 76,858,000 $ 72,513,000
------------ ------------
------------ ------------
</TABLE>
Note: The balance sheet at August 31, 1994 has been taken from the audited
consolidated financial statements at that date.
See notes to consolidated financial statements.
3
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED BALANCE SHEETS
(Continued)
<TABLE>
<CAPTION>
May 31, 1995 August 31, 1994
------------ ---------------
(Unaudited) (Note)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable $ 4,824,000 $ 6,504,000
Accrued expenses 1,817,000 1,061,000
Payroll and related taxes 3,269,000 2,982,000
Current maturities of long-term debt 14,653,000 12,153,000
Current maturities of ESOP loan 181,000 168,000
------------ ------------
Total current liabilities 24,744,000 22,868,000
Deferred rent 867,000 987,000
Deferred gain on sale of building -- 117,000
Long-term debt, less current maturities 17,928,000 15,891,000
Subordinated debt 3,250,000 2,500,000
ESOP loan, less current maturities 200,000 338,000
Accrued retirement 1,098,000 969,000
Deferred income taxes 67,000 15,000
Stockholders' equity:
Common stock, par value
$.01 per share
Authorized 5,000,000 shares
Issued 3,491,545 and 3,482,754 shares
respectively, and outstanding 2,625,165
and 2,616,465 shares respectively 26,000 26,000
Additional paid-in capital 27,412,000 27,386,000
Retained earnings 9,770,000 10,079,000
Common stock held in treasury,
at cost (866,289 shares) (7,974,000) (7,974,000)
------------ ------------
29,234,000 29,517,000
Unearned employee benefit expense (530,000) (689,000)
Total stockholders' equity 28,704,000 28,828,000
------------ ------------
$ 76,858,000 $ 72,513,000
------------ ------------
------------ ------------
</TABLE>
Note: The balance sheet at August 31, 1994 has been taken from the audited
consolidated financial statements at that date.
See notes to consolidated financial statements.
4
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended May 31, Nine Months Ended May 31,
-------------------------- -------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $20,831,000 $20,486,000 $62,645,000 $60,849,000
Cost of sales:
Production costs 14,797,000 14,096,000 43,829,000 41,280,000
Depreciation 2,689,000 2,373,000 7,363,000 7,328,000
---------- ---------- ---------- ----------
17,486,000 16,469,000 51,192,000 48,608,000
---------- ---------- ---------- ----------
Gross profit 3,345,000 4,017,000 11,453,000 12,241,000
Operating expenses:
Selling 711,000 722,000 2,196,000 2,137,000
General and administrative 2,490,000 2,308,000 6,747,000 7,382,000
Interest 974,000 619,000 2,431,000 1,819,000
Restructuring charge (Note 7) 400,000 400,000 400,000 -- .
---------- ---------- ---------- ----------
4,575,000 3,649,000 11,774,000 11,338,000
---------- ---------- ---------- ----------
Earnings (loss) from operations (1,230,000) 368,000 (321,000) 903,000
Other income -- -- 14,000 -- .
---------- ---------- ---------- ----------
Earnings (loss) before
income taxes (1,230,000) 368,000 (307,000) 903,000
Income taxes (432,000) 138,000 2,000 389,000
---------- ---------- ---------- ----------
Net earnings $ (798,000) $ 230,000 $ (309,000) $ 514,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net earnings (loss) per common
share $ (.31) $ 0.09 $ (.12) $ 0.20
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average of common and
common equivalent shares
outstanding 2,591,000 2,613,000 2,579,000 2,615,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
May 31, 1995 May 31, 1994
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ (309,000) $ 514,000
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amortization 7,655,000 7,533,000
Net gain on disposal of assets (292,000) (205,000)
Accretion of subordinated debt -- 317,000
Recognition of deferred gain (117,000) (150,000)
Amortization of deferred financing costs 297,000 401,000
Deferred financing costs -- (69,000)
Payments made on accrued acquisition
costs -- (67,000)
Deferred rent (121,000) 53,000
Accrued retirement expense 129,000 154,000
Deferred income taxes 52,000 15,000
Decrease (Increase) in:
Accounts receivable (2,732,000) (1,471,000)
Allowance for doubtful accounts 176,000 20,000
Other receivables 30,000 (176,000)
Prepaid expenses 596,000 (200,000)
Prepaid taxes (242,000) 156,000
Other assets (277,000) (31,000)
Deferred tax asset -- 125,000
Increase (Decrease) in:
Accounts payable (1,679,000) (1,519,000)
Accrued expenses 757,000 347,000
Payroll and related taxes 287,000 869,000
---------- ----------
Total adjustments 4,519,000 6,102,000
---------- ----------
Net cash provided by operating
activities 4,210,000 6,616,000
Cash Flows From Investing
Activities:
Capital expenditures (3,340,000) (10,866,000)
Acquisition of GC & Co. assets (1,300,000) --
Proceeds from disposal of assets 314,000 205,000
Profit distribution from affiliate -- (5,000)
---------- ----------
Net cash used in
investing activities (4,326,000) (10,666,000)
</TABLE>
(Continued)
6
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
May 31, 1995 May 31, 1994
------------ ------------
<S> <C> <C>
Cash Flows From Financing Activities:
Proceeds from long-term financing $ 3,497,000 $ 6,780,000
Proceeds from issuance of common stock 52,000 117,000
Repayment of loan to ESOP 8,000 10,000
Repayment of note to Banta (500,000)
Principal repayments (3,161,000) (3,028,000)
----------- -----------
Net cash provided (used) by
financing activities (104,000) 3,879,000
----------- -----------
Net Decrease in Cash (220,000) (171,000)
Cash Beginning of Year 1,293,000 1,008,000
----------- -----------
Cash End of Nine Months $ 1,073,000 $ 837,000
----------- -----------
----------- -----------
Schedule of income taxes and
interest paid:
Income Taxes Paid $ 157,000 $ 116,000
Interest Paid 2,417,000 1,055,000
----------- -----------
$ 2,574,000 $ 1,171,000
----------- -----------
----------- -----------
</TABLE>
Supplemental schedule of non cash investing and financing activities:
<TABLE>
<CAPTION>
Detail of acquisition of GC & Co.:
<S> <C>
Fair value of assets acquired $ 6,750,000
Subordinated note to seller (750,000)
Capital lease obligation (4,700,000)
-----------
Net cash paid for acquisition $ 1,300,000
-----------
-----------
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
NINE MONTHS ENDED MAY 31, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of May 31, 1995, the consolidated
statements of operations for the nine months and quarters ended May 31, 1995 and
1994, and the consolidated statements of cash flows for the nine months then
ended have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations, and
cash flows at May 31, 1995 and for all periods presented have been made.
Certain information and footnote disclosure normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto in the Company's August 31, 1994 Form 10-K filed
with the Securities and Exchange Commission. The results of operations for the
nine months ended May 31, 1995 are not necessarily indicative of the operating
results for the full year.
2. STOCKHOLDERS' EQUITY
During the nine months ended May 31, 1995, stockholders' equity decreased due
to:
<TABLE>
<S> <C>
Net loss $(309,000)
Reduction in unearned employee benefit expense 159,000
Reduction in additional paid in capital resulting
from the allocation of ESOP shares (26,000)
Purchase of stock under the Unitel Video Inc. Employee
Stock Purchase Plan 20,000
Exercise of stock options 32,000
---------
Total reduction in stockholders' equity $(124,000)
---------
---------
</TABLE>
3. RECLASSIFICATION
Gain on disposal of fixed assets and amortization of goodwill were reclassified
for fiscal 1994 to conform with the current year presentation.
4. PER SHARE DATA
Per share data for the quarter and nine months ended May 31, 1995 and 1994 is
based on the weighted average number of common shares outstanding. In the
quarter and nine months ended May 31, 1995, unreleased Employee Stock Ownership
Plan shares are not considered outstanding for earnings per share calculations.
(See Note 5).
5. 401(K) EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
The Company sponsors a 401(k) savings and stock ownership plan (the "Plan")
which requires the Company to match employee contributions to the 401(k) portion
of the Plan in shares of the Company's Common Stock up to the maximum amount set
forth in the Plan. Effective September 1, 1994, the Company has adopted the
provisions of Statement of Position 93-6, "Employer's Accounting for Employee
Stock Ownership Plans" ("SOP 93-6").
8
<PAGE>
In 1987, to purchase 115,849 shares of the Company's stock, the Plan obtained
financing from a bank amounting to $1,250,000. In 1991 the Plan purchased
25,810 shares of the Company's stock financed by a $229,193 loan from the
Company. The Plan is funded by the Company as required to provide the Plan with
the funds necessary to meet its debt service requirements. The loan obligations
of the Plan are considered unearned employee benefit expense and are recorded as
a separate reduction of the Company's shareholders' equity. The bank financing
is guaranteed by the Company.
The Plan's shares are released and allocated to participant accounts based upon
Company contributions and certain payments made to reduce the Plan debt. The
Company reports compensation expense based on the dollar value of the 401(k)
match expense.
The Plan's compensation expense was $131,715 and $43,905 for the nine months and
quarter ended May 31, 1995, respectively. A summary of the Plan's shares as of
May 31, 1995 is as follows:
<TABLE>
<S> <C>
Allocated shares 87,678
Shares released for allocation 6,090
Unreleased shares 39,960
------
133,728
-------
-------
Fair value of unreleased shares
at May 31, 1995 $255,000
--------
</TABLE>
Prior to adoption of SOP 93-6, the unreleased shares were considered outstanding
for the earnings per share computation. Accordingly, for the nine months ended
May 31, 1995, 39,960 shares were no longer considered outstanding. The effect
of adopting SOP 93-6 was not material on the net loss, and resulted in a
decrease of approximately 1% on the net loss per share for the nine months and
quarter ended May 31, 1995.
6. GC & CO. ACQUISITION
On February 24, 1995, the Company purchased the business and assets of GC & Co.
for a purchase price of $6,750,000 consisting of $6,000,000 in cash and $750,000
of convertible subordinated promissory notes. The notes bear interest at the
rate of 1% over prime and the entire principal balance is due in August of 1997.
The notes are subordinated to all debt of the Company owing to the Company's
primary bank lenders, and are convertible into the Company's common stock, based
on the principal of the notes, at a rate of $10.00 per share. The cash portion
of the purchase price was financed by a $4,700,000 five year capital lease with
a fixed rate of interest of 8.2%, payable in sixty equal monthly payments of
principal and interest of $82,000 and a balloon payment at the end of the lease
period of $940,000. Additionally, the Company obtained a $1,800,000 loan with a
fixed interest rate of 9.3% payable in sixty equal monthly payments of principal
and interest of $33,000 and a balloon payment at the end of the five year period
of $360,000. The $500,000 available to the Company from these two financings
after the payment of the cash portion of the GC & Co. acquisition price was used
to repay a $500,000 note payable to Banta Corporation from the purchase of the
Editel Los Angeles building. The purchase price includes goodwill of $2,000,000
which will be amortized over a 15 year period.
7. RESTRUCTURING CHARGE
In May of 1995, the Company adopted a plan to downsize the operations of its
Editel Chicago division and reorganize and reduce its corporate management which
resulted in recording a restructuring charge of $400,000 for severance and early
retirement payments. On June 15, 1995, 14 employees of the Editel Chicago
division were terminated. In May of 1995 the restructuring liability was
reduced by approximately $11,000 as a result of retirement payments made during
the month. As of May 31, 1995 the balance of the restructuring liability was
approximately $389,000 and is included in accrued payroll.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures were $ 992,000 and $3,340,000 during the quarter and nine
months ended May 31, 1995, (exclusive of the acquisition of GC & Co. described
below) and $2,356,000 and $10,866,000 for the quarter and nine months ended May
31, 1994. During the first nine months of fiscal year 1995 capital expenditures
were made primarily for the modernization of the Company's Editel-Los Angeles
building and film to tape facilities. Equipment used in post production and
graphics was also purchased for use throughout the Company.
Net cash provided by operating activities during the nine months ended May 31,
1995 was $4,210,000 and during the nine months ended May 31, 1994 was
$6,616,000. Net cash provided by operating activities for the nine months ended
May 31, 1995 was offset by $4,326,000 of cash used in investing activities,
which consisted primarily of capital expenditures and the acquisition of the
assets of GC & Co. and was further reduced by net cash used in financing
activities of $ 104,000, resulting in a net decrease in cash available of
$ 220,000.
In May 1992, the Company entered into a revolving credit and term loan agreement
with its two primary bank lenders. The facility includes a term loan portion
that is payable in equal monthly payments of $250,000 through October 1998, and
a $10,000,000 revolving credit portion which was due in full in May 1995. The
lenders have extended the maturity of the revolving credit portion to August 31,
1995. The Company is currently in the process of refinancing both the term and
revolving portions of the bank facility with another lender and expects to close
on this transaction in August 1995. The revolving credit portion of the long-
term debt is included in current liabilities.
In February 1995, the Company purchased the business and assets of GC & Co.
(formerly known as Greene, Crowe & Company), a Burbank, California based
supplier of "on-location" services for the videotaping and live telecasting of
concerts, cultural and other events, including the "Academy Awards", the "Grammy
Awards" and "The American Music Awards". The purchase price was $6,750,000,
consisting of $6,000,000 in cash and $750,000 of convertible subordinated
promissory notes. The notes bear interest at 1% over prime and are due in full
in August 1997 and are also convertible into the Company's common stock at
$10.00 per share. The cash portion of the purchase price was financed by a
$4,700,000 five year capital lease with a fixed rate of interest of 8.2%,
payable in sixty equal monthly payments of principal and interest of $82,000 and
a balloon payment at the end of the lease period of $940,000. Additionally, the
Company obtained a $1,800,000 loan with a fixed interest rate of 9.3% payable in
sixty equal monthly payments of principal and interest of $33,000 and a balloon
payment at the end of the five year period of $360,000. The $500,000 available
to the Company from these two financings after the payment of the cash portion
of the GC & Co. acquisition price was used to repay a $500,000 note payable to
Banta Corporation from the purchase of the Editel Los Angeles building.
On April 7, 1995 the Company announced that it terminated negotiations with
Modern Videofilm, Inc., a Burbank, California provider of post-production
services, for the sale to Modern of the business and assets of the Unitel-
Hollywood division of the Company. The Company and Modern had previously
announced an agreement in principle for the sale of the Unitel-Hollywood
division for approximately $7,000,000 in cash, subject to the completion of
definitive documentation, the completion of financing arrangements by Modern,
and the satisfaction of certain other conditions. The Company terminated
negotiations when the parties were unable to agree on a number of matters that
the Company considered central to the successful completion of the proposed
transaction.
10
<PAGE>
In May of 1995, the Company adopted a plan to downsize the operations of its
Editel Chicago division and reorganize and reduce its corporate management which
resulted in recording a restructuring charge of $400,000 which is comprised of
severance and early retirement expense. The Company anticipates annual cash
savings of approximately $1,000,000 in fiscal 1996 related to the downsizing.
In May of 1995 the restructuring liability was reduced by approximately $11,000
as a result of retirement payments made during the month.
RESULTS OF OPERATIONS
Sales were $20,831,000 and $20,486,000 for the quarters ended May 31, 1995 and
1994, respectively, representing an increase of 2%. The sales increase was due
primarily to greater revenues generated by the Company's studio production and
mobile facilities. Sales were $62,645,000, and $60,849,000 for the nine months
ended May 31, 1995 and May 31, 1994, respectively.
The Company's net loss for the quarter ended May 31, 1995 was $798,000, compared
to net income of $230,000 for the comparable quarter of fiscal year 1994. The
loss of $798,000 for the third quarter of fiscal 1995 is due primarily to poor
operating results of the Editel Chicago division and a related $400,000
restructuring charge, for the downsizing of this division. Additionally,
expenses incurred related to the terminated sale of Unitel Hollywood and the GC
& Co. acquisition affected third quarter results. The Company's net loss was
$ 309,000 for the nine months ended May 31, 1995 compared to net income of
$514,000 for the nine months ended May 31, 1994.
Production costs, the main component of cost of sales, consist primarily of
direct labor, equipment maintenance expenses and occupancy costs. The Company's
production costs, as a percentage of sales, were 71% for the quarter ended May
31, 1995, as compared to 69% for the quarter ended May 31, 1994 and were 70% and
68% for the first nine months of fiscal years 1995 and 1994, respectively. The
increase in production costs for the quarter and nine months ended May 31, 1995
as compared with the same period in the prior year, is due primarily to a
significant increase in studio and mobile production revenues which incur
variable expense at a higher rate than the Company's other services.
Depreciation, as a percentage of sales, was 13% and 12% for the quarters ended
May 31, 1995 and May 31, 1994, respectively, and 12% for the first nine months
of both of the 1995 and 1994 fiscal years. The increase in the quarter ended
May 31, 1995 compared to the same period in the prior year was a result of an
increase in depreciation due to the GC & Co. acquisition. Also, depreciation
expense was offset by gain on disposals in the third quarter of fiscal 1995 of
$18,000 as compared to a gain of $124,000 in the same period in fiscal 1994.
Additionally, certain assets of the Company's Mobile and Windsor divisions
became fully depreciated in the fourth quarter of 1994.
Selling expenses for the quarters ended May 31, 1995 and May 31, 1994 were 3.4%
and 3.5% of sales, respectively, and 3.5% for both of the nine months ended May
31, 1995 and May 31, 1994. Selling expense as a percentage of sales for the
nine months ended May 31, 1995 have remained relatively flat when compared to
the prior year due to a reduction in advertising spending.
General and administrative expenses, as a percentage of sales, for the quarters
ended May 31, 1995 and May 31, 1994 were 12% and 11% respectively, and 11% and
12% for the nine months ended May 31, 1995 and May 31, 1994, respectively.
General and administrative expenses as a percentage of sales increased 1% for
the quarter ended May 31, 1995 when compared with the same period in the prior
fiscal year due to expenses related to the acquisition of GC & Co. in February
of 1995. The decrease for the nine months ended May 31, 1995 compared to the
same period in fiscal 1994 is due primarily to an ongoing company wide effort to
reduce administrative costs.
Interest expense, as a percentage of sales, for the quarters ended May 31, 1995
and May 31, 1994 was 5% and 3%, respectively, and 4% and 3% for the nine months
ended May 31, 1995 and May 31, 1994. The increase in the quarter and nine
months ended May 31, 1995 as compared to the same period in fiscal 1994 was due
to additional interest expense incurred relating to the mortgage financings for
the Editel-Los Angeles building purchased by the Company in June 1994 and
financing obtained for the acquisition of GC & Co. in February 1995.
Additionally, interest rates were significantly higher in the first nine months
of fiscal 1995 as compared to the same period in the prior year resulting in
higher interest payments on the floating rate portion of the Company's debt.
11
<PAGE>
The Company's effective tax rate was 47% and 43% for the first nine months of
fiscal 1995 and 1994. The effective tax rate exceeded the federal statutory
rate of 34% due to state and local taxes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required to be filed by Item 601 of Regulation S-K.
1. Exhibit 2. Asset Purchase Agreement between Unitel
Video, Inc. and Jee See & Co., Inc. dated as of February 24, 1995 (incorporated
by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed
March 8, 1995 (File No. 1-8654).
2. Exhibit 3 (ii). By-laws. By-laws as amended by the
Board of Directors of the Company on May 8, 1995.
3. Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K/A on May 8, 1995 to amend the
Current Report on Form 8-K dated February 24, 1995 and filed by the Company on
March 8, 1995 (File No. 1-8654).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITEL VIDEO, INC.
By: /s/ David Micciulla
-----------------------------
David Micciulla
President and Chief Executive Officer
By: /s/ Barry Knepper
-----------------------------
Barry Knepper
Senior Vice President-Finance and
Treasurer
Dated: July 17, 1995
12
<PAGE>
Exhibit 3 (ii)
<PAGE>
ADOPTED January 14, 1987
AMENDED THROUGH: May 8, 1995
AMENDED AND RESTATED
BY-LAWS OF
UNITEL VIDEO, INC.
ARTICLE I - OFFICES
SECTION 1-1. REGISTERED OFFICE AND REGISTERED AGENT. The Corporation
shall maintain a registered office and registered agent within the State of
Delaware, which may be changed by the Board of Directors from time to time.
SECTION 1-2. OTHER OFFICES. The Corporation may also have offices at
such other places, within or without the State of Delaware, as the Board of
Directors may from time to time determine.
ARTICLE II - STOCKHOLDERS' MEETINGS
SECTION 2-1. PLACE OF STOCKHOLDERS' MEETINGS. All meetings of
stockholders shall be held at such place within or without the State of Delaware
as may be designated by the board of Directors from time to time. If no such
place is designated by the Board of Directors, meetings of the stockholders
shall be held at the registered office of the Corporation in the State of
Delaware.
SECTION 2-2. ANNUAL MEETING. A meeting of the stockholders of the
Corporation shall be held in each calendar year, commencing with the year 1987,
at a date, time and place fixed by the Board of Directors.
At such annual meeting, there shall be held an election for a Board of
Directors to serve for the ensuing year and until their respective successors
are elected and qualified, or until their earlier resignation or removal.
Unless the Board of Directors shall deem it advisable, financial reports of
the Corporation's business need not be sent to the stockholders and need not be
presented at the annual meeting. If any report is deemed advisable by the Board
of Directors, such report may contain such information as the Board of Directors
shall determine and need not be certified by a Certified Public Accountant
unless the Board of Directors shall so direct.
SECTION 2-3. SPECIAL MEETINGS. Except as otherwise specifically provided
by law, special meetings of the stockholders may be called at any time:
(a) By the President of the Corporation; or
(b) By a majority of the Board of Directors; or
Upon the written request of any person entitled to call a special meeting,
which request shall set forth the purpose for which the meeting is desired. It
shall be the duty of the Secretary to give prompt written notice of such meeting
to be held at such time as the Secretary may fix, subject to the provisions of
Section 2-4 hereof. If the Secretary shall fail to fix such date and give such
notice within ten (10) days after receipt of such request, the person or persons
making such request may do so.
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This Section 2-3 may be replaced or amended only by an affirmative vote or
written consent of at least 80% of the outstanding shares entitled to vote
thereon.
SECTION 2-4. NOTICE OF STOCKHOLDERS' MEETINGS. Written notice stating
the place, date, hour and purpose of any meeting shall be given not less than
ten (10) nor more than fifty (50) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice is given when
deposited in the United States Mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
Such notice may be given in the name of the Board of Directors, President, Vice
President, Secretary or Assistant Secretary.
SECTION 2-5. QUORUM. Unless the Certificate of Incorporation provides
otherwise, the presence, in person or by proxy, of the holders of a majority of
the outstanding shares entitled to vote shall constitute a quorum. The
stockholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum. If a meeting cannot be organized because of the
absence of a quorum, those present may, except as otherwise provided by law,
adjourn the meeting to such time and place as they may determine. In the case
of any meeting for the election of Directors, those stockholders who attend the
second of such adjourned meetings, although less than a quorum as fixed in this
Section, shall nevertheless constitute a quorum for the purpose of electing
Directors.
SECTION 2-6. VOTING. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where said meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the Directors to produce such a
list at any meeting for the election of Directors, they shall be ineligible to
any office at such meeting.
At all stockholders' meetings, stockholders entitled to vote may attend and
vote either in person or by proxy. All proxies shall be executed in writing and
shall be filed with the Secretary of the Corporation not later than the day on
which exercised. No proxy shall be voted or acted upon after three (3) years
from its date, unless the proxy provides for a longer period.
Except as otherwise specifically provided by law, all matters coming before
the meeting shall be determined by a vote by shares. All elections of Directors
shall be by written ballot unless otherwise provided in the Certificate of
Incorporation. Except as otherwise specifically provided by law, all other
votes may be taken by voice unless a stockholder demands that it be taken by
ballot, in which latter event the vote shall be taken by written ballot.
SECTION 2-7. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided
by the Certificate of Incorporation, whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action, the meeting and vote of stockholders may be dispensed with on
the written consent of the stockholders having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, and
provided that prompt notice of the taking of corporate action shall be given to
those stockholders who have not consented in writing.
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SECTION 2-8. NOTIFICATION OF NOMINATIONS. Nominations for the election
of Directors may be made by the Board of Directors or a nominating or proxy
committee appointed by the Board of Directors or by any stockholder entitled to
vote in the election of Directors generally. However, any stockholder entitled
to vote in the election of Directors generally may nominate one or more persons
for election as Directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than (i) with respect to an election to
be held at an annual meeting of stockholders, 90 days in advance of such
meeting, and (ii) with respect to an election to be held at a special meeting
of stockholders for the election of Directors, the close of business on the
seventh day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of
the stockholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder or pursuant to which votes shall be cast or other
actions taken at any usual or special meeting of the stockholders of the
Corporation; (d) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the written consent of each nominee to serve as a Director of
the Corporation if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
SECTION 2-9. ORGANIZATION OF MEETING. Prior to or at the commencement of
each meeting of stockholders, a chairman to preside at such meeting may be
chosen by a majority vote of the Board of Directors. In the absence of such
action of the Board of Directors, the President of the Corporation shall serve
as chairman. If such chairman is unable to fulfill his duties as chairman, the
Board of Directors shall, by majority vote, appoint a successor. The chairman
of the meeting shall appoint a person to act as secretary of the meeting and
such person shall keep a record of the proceedings thereof. The Board of
Directors of the Corporation shall be entitled to make such rules and
regulations for the conduct of meetings of stockholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including without limitation,
regulating the commencement, postponement, if any, and adjournment of the
meeting, establishing an agenda or order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of those present,
limitations of participation in such meeting to stockholders of record of the
Corporation and their duly authorized and constituted proxies, and such other
persons as the chairman shall permit, restrictions on entry to the meeting after
the time fixed for the commencement thereof, limitations on the time allotted to
questions or comments by participants and regulation of the opening and closing
of the polls for balloting on matters which are to be voted on by ballot. The
failure of the Board of Directors or the chairman of the meeting to formally
establish rules, regulations or procedures for the conduct of the meeting in
advance of the meeting shall not limit the authority of the chairman of the
meeting to conduct the meeting in an orderly fashion. Unless, and to the
extent, determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules or parliamentary procedure or other specified rules of order.
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ARTICLE III - BOARD OF DIRECTORS
SECTION 3-1. NUMBER. The business and affairs of the Corporation shall
be managed by a Board of seven (7) Directors. This Section 3-1 may be replaced
or amended only by the affirmative vote or written consent of 80% of the
outstanding shares entitled to vote thereon or by an affirmative vote of at
least 80% of the Board of Directors.
SECTION 3-1A. CLASSIFICATION. Commencing with the directors elected at
the Annual Meeting of Shareholders in 1985, the directors of the Company shall
be divided into three classes: Class I, Class II and Class III. There shall be
two Directors in Class I, one Director in Class II and two Directors in Class
III. The initial classification of Directors shall be made by the Board of
Directors. The term of office of the initial Class I Directors shall expire at
the Annual Meeting of Shareholders in 1986. The term of office of the initial
Class II Director shall expire at the Annual Meeting of Shareholders in 1987,
and the term of the office of the initial Class III Directors shall expire at
the Annual Meeting of Shareholders in 1988. At each annual election of
Directors held after 1985, the Directors chosen to succeed those whose terms
then expire shall be identified as being of the same class as the Directors they
succeed and shall be elected for a term expiring at the third succeeding annual
election of Directors. Each Director shall serve and hold office until his
successor is elected and qualified, or until his earlier resignation or removal.
In the event the number of Directors of the Company is increased by
appropriate corporate action, the number of Directors in each class shall be
adjusted to make each Class as equal in number as possible.
This Section 3-1A may be replaced or amended only by the affirmative vote
or written consent of the holders of at least 80% of the outstanding shares
entitles to vote thereon.
SECTION 3-2. PLACE OF MEETING. Meetings of the Board of Directors may be
held at such place within the State of Delaware or elsewhere as a majority of
the Directors may from time to time designate or as may be designated in the
notice calling the meeting.
SECTION 3-3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually, immediately following the annual meeting of
stockholders at the place were such meeting of the stockholders is held or at
such other place, date and hour as a majority of the newly elected Directors may
designate. At such meeting the Board of Directors shall elect officers of the
Corporation. In addition to such regular meeting, the Board of Directors shall
have the power to fix by resolution the place, date and hour of other regular
meetings of the Board.
SECTION 3-4. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever ordered by the President, by a majority of the
members of the executive committee, if any, or by a majority of the Directors in
office.
SECTION 3-5. NOTICES OF MEETINGS OF BOARD OF DIRECTORS.
(a) REGULAR MEETINGS. No notice shall be required to be given of
any regular meeting, unless the same be held at other than the time or place for
holding such meetings as fixed in accordance with Section 3-3 of these By-laws,
in which event one (1) day's notice shall be given of the time and place of such
meeting.
(b) SPECIAL MEETINGS. At least one (1) day's notice shall be
given of the time when, place where, and purpose for which any special meeting
of the Board of Directors is to be held.
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SECTION 3-6. QUORUM. One-half of the Directors in office shall be
necessary to constitute a quorum for the transaction of business, and the vote
of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. If there be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
and place to place and shall cause notice of each such adjourned meeting to be
given to all absent Directors.
SECTION 3-7. INFORMAL ACTION BY THE BOARD OF DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.
SECTION 3-8. POWERS.
(a) GENERAL POWERS. The Board of Directors shall have all powers
necessary or appropriate to the management of the business and affairs of the
Corporation, and, in addition to the power and authority conferred by these By-
laws, may exercise all powers of the Corporation and do all such lawful acts and
things as are not by statute, these By-laws or the Certificate of Incorporation
directed or required to be exercised or done by he stockholders.
(b) SPECIFIC POWERS. Without limiting the general powers
conferred by the last preceding clause and the powers conferred by the
Certificate of Incorporation and By-laws of the Corporation, it is hereby
expressly declared that the Board of Directors shall have the following powers:
(i) To confer upon any officer or officers of the
Corporation the power to choose, remove or suspend assistant officers, agents or
servants.
(ii) To appoint any person, firm or corporation to accept
and hold in trust for the Corporation any property belonging to the Corporation
or in which it is interested, and to authorize any such person, firm or
corporation to execute any documents and perform any duties that may be
requisite in relation to any such trust.
(iii) To appoint a person or persons to vote shares of
another corporation held and owned by the Corporation.
(iv) By resolution passed by a majority of the whole Board
of Directors, to designate two (2) or more of its number to constitute an
executive committee which, to the extent provided in such resolution, shall have
and may exercise the power of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed.
(v) By resolution passed by a majority of the whole Board
of Directors, to designate one (1) or more additional committees, each to
consist of two (2) or more Directors, to have such duties, powers and authority
as the Board of Directors shall determine. All committees of the Board of
Directors, including the executive committee, shall have the authority to adopt
their own rules of procedure. Absent the adoption of specific procedures, the
procedures applicable to the Board of Directors shall also apply to committees
thereof.
(vi) To fix the place, time and purpose of meetings of
stockholders.
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(vii) To purchase or otherwise acquire for the Corporation
any property, rights or privileges which the Corporation is authorized to
acquire, at such prices, on such terms and conditions and for such consideration
as it shall from time to time see fit, and, at its discretion, to pay for any
property or rights acquired by the Corporation, either wholly or partly in money
or in stocks, bonds, debentures or other securities of the Corporation.
(viii) To create, make and issue mortgages, bonds, deeds of
trust, trust agreements and negotiable or transferable instruments and
securities, secured by mortgage or otherwise, and to do every other act and
thing necessary to effectuate the same.
(ix) To appoint and remove or suspend such subordinate
officers, agents or servants, permanently or temporarily, as it may from time to
time to think fit, and to determine their duties, and fix, and from time to time
change, their salaries or emoluments, and to require security in such instances
and in such amounts as it thinks fit.
(x) To determine who shall be authorized on the
Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements,
checks, releases, contracts and documents.
SECTION 3-9. COMPENSATION OF DIRECTORS. Compensation of Directors and
reimbursement of their expenses incurred in connection with the business of the
Corporation, if any, shall be as determined from time to time by resolution of
the Board of Directors.
SECTION 3-10. REMOVAL OF DIRECTORS BY STOCKHOLDERS. The entire Board of
Directors or any individual Director may be removed from office only with an
assignment of cause by a majority vote of the holders of the outstanding shares
entitled to vote. In case the Board of Directors or any one or more Directors
be so removed, new Directors may be elected at the same time.
SECTION 3-11. RESIGNATIONS. Any Director may resign at any time by
submitting his written resignation to the Corporation. Such resignation shall
take effect at the time if its receipt by the Corporation unless another time be
fixed in the resignation, in which case it shall become effective at the time so
fixed. The acceptance of a resignation shall not be required to make it
effective.
SECTION 3-12. VACANCIES. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, shall be filled
by a majority of the Directors then in office, although less than a quorum, or
by a sole remaining Director, and each person so elected shall be a Director
until his successor is elected and qualified or until his earlier resignation or
removal.
SECTION 3-13. PARTICIPATION BY CONFERENCE TELEPHONE. Directors may
participate in regular or special meetings of the Board by telephone or similar
communications equipment by means of which all other persons at the meeting can
hear each other, and such participation shall constitute presence at the
meeting.
ARTICLE IV - OFFICERS
SECTION 4-1. ELECTION AND OFFICE. The Corporation shall have a
President, a Secretary and a Treasurer who shall be elected by the Board of
Directors. The Board of Directors may elect such additional officers as it may
deem proper, including a Chairman and a Vice Chairman of the Board of Directors,
one (1) or more Vice Presidents, and one (1) or more assistant or honorary
officers. Any number of offices may be held by the same person.
SECTION 4-2. TERM. The President, the Secretary and the Treasurer shall
each serve for a term of one (1) year and until their respective successors are
chosen and qualified, unless removed from office by the Board of Directors
during their respective tenures. The term of office of any other officer shall
be as specified by the Board of Directors.
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SECTION 4-3. POWERS AND DUTIES OF THE PRESIDENT. Unless otherwise
determined by the Board of Directors the President shall have the usual duties
of an executive officer with general supervision over and direction of the
affairs of the Corporation. In the exercise of these duties and subject to the
limitations of the laws of the State of Delaware, these By-laws, and the actions
of the Board of Directors, he may appoint, suspend and discharge employees and
agents, shall preside at all meetings of the stockholders at which he shall be
present; and, unless there is a Chairman of the Board of Directors, shall
preside at all meetings of the Board of Directors and, unless otherwise
specified by the Board of Directors, shall be a member of all committees. He
shall also do and perform such other duties as from time to time may be assigned
to him by the Board of Directors.
Unless otherwise determined by the Board of Directors, the President shall
have full power and authority on behalf of the Corporation to attend and to act
and to vote at any meeting of the stockholders of any corporation in which the
Corporation may hold stock, and, at any such meeting, shall possess and may
exercise any and all the rights and powers incident to the ownership of such
stock and which, as the owner thereof, the Corporation might have possessed and
exercised.
SECTION 4-4. POWERS AND DUTIES OF THE SECRETARY. Unless otherwise
determined by the Board of Directors, the Secretary shall record all proceedings
of the meetings of the Corporation, the Board of Directors and all committees,
in books to be kept for that purpose, and shall attend to the giving and serving
of all notices for the Corporation. He shall have charge of the corporation
seal, the certificate book, transfer books and stock ledgers, and such other
books and papers as the Board of Directors may direct. He shall perform all
other duties ordinarily incident to the office of Secretary and shall have such
other powers and perform such other duties as may be assigned to him by the
Board of Directors.
SECTION 4-5. POWERS AND DUTIES OF THE TREASURER. Unless otherwise
determined by the Board of Directors, the Treasurer shall have the charge of all
the funds and securities of the Corporation which may come into his hands. When
necessary or proper, unless otherwise ordered by the Board of Directors, he
shall endorse for collection on behalf of the Corporation checks, notes and
other obligations, and shall deposit the same to the credit of the Corporation
in such banks or depositories as the Board of Directors may designate and shall
sign all receipts and vouchers for payments made to the Corporation. He shall
sign all checks made by the Corporation, except when the Board of Directors
shall otherwise direct. He shall enter regularly, in books of the Corporation
to be kept by him for the purpose, full and accurate account of all moneys
received and paid by him on account of the Corporation. Whenever required by
the Board of Directors, he shall render a statement of the financial condition
of the Corporation. He shall at all reasonable times exhibit his books and
accounts to any Director of the Corporation, upon application at the office of
the Corporation during business hours. He shall have such other powers and
shall perform such other duties as may be assigned to him from time to time by
the Board of Directors. He shall give such bond, if any, for the faithful
performance of his duties as shall be required by the Board of Directors and any
such bond shall remain in the custody of the President.
SECTION 4-6. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS.
Unless otherwise determined by the Board of Directors, the Chairman of the Board
of Directors, if any, shall preside at all meetings of Directors and shall serve
ex officio as a member of every committee of the Board of Directors. He shall
have such other powers and perform such further duties as may be assigned to him
by the Board of Directors.
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SECTION 4-7. POWERS AND DUTIES OF VICE PRESIDENTS AND ASSISTANT OFFICERS.
Unless otherwise determined by the Board of Directors, each Vice President and
each assistant officer shall have the powers and perform the duties of his
respective superior officer. Vice Presidents and assistant officers shall have
such rank as shall be designated by the Board of Directors and each, in the
order of rank, shall act for such superior officer in his absence, or upon his
disability or when so directed by such superior officer or by the Board of
Directors. Vice Presidents may be designated as having responsibility for a
specific aspect of the Corporation's affairs, in which event each such Vice
President shall be superior to the other Vice Presidents in relation to matters
within his aspect. The President shall be the superior officer of the Vice
Presidents. The treasurer and the Secretary shall be the superior officers of
the assistant treasurers and assistant secretaries, respectively.
SECTION 4-8. DELEGATION OF OFFICE. The Board of Directors may delegate
the powers or duties of any officer of the Corporation to any other officer or
to any Director from time to time.
SECTION 4-9. VACANCIES. The Board of Directors shall have the power to
fill any vacancies in any office occurring from whatever reason.
SECTION 4-10. RESIGNATIONS. Any officer may resign at any time by
submitting his written resignation to the Corporation. Such resignation shall
take effect at the time of its receipt by the Corporation, unless another time
be fixed in the resignation, in which case it shall become effective at the time
so fixed. The acceptance of a resignation shall not be required to make it
effective.
ARTICLE V - CAPITAL STOCK
SECTION 5-1. STOCK CERTIFICATES. Every holder of stock of the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by (1) the Chairman or Vice Chairman of the Board of Directors,
or the President or a Vice President, and (2) the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, certifying the number of
shares owned by him in the Corporation. If such certificate is countersigned
(1) by a transfer agent other than the Corporation or its employee, or (2) by a
registrar other than the Corporation or its employee, the signatures of the
officers of the Corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.
SECTION 5-2. DETERMINATION OF STOCKHOLDERS OF RECORD. The Board of
Directors may fix in advance a record date to determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend, or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action. Such date shall be not more than sixty (60) nor less than
ten (10) days before the date of any such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held, and the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjournment meeting.
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SECTION 5-3. TRANSFER OF SHARES. Transfer of shares shall be made on the
books of the Corporation only upon surrender of the share certificate, duly
endorsed and otherwise in proper form for transfer, which certificate shall be
canceled at the time of the transfer. No transfer of shares shall be made on
the books of this Corporation if such transfer is in violation of a lawful
restriction noted conspicuously on the certificate.
SECTION 5-4. LOST SHARE CERTIFICATES. Unless waived in whole or in part
by the Board of Directors from time to time, any person requesting the issuance
of a new certificate in lieu of an alleged lost, destroyed, mislaid or
wrongfully taken certificate, shall (1) make an affidavit or affirmation of the
facts and circumstances surrounding the same; (2) advertise such facts to the
extent and in the manner the Board of Directors may require; and (3) give to the
Corporation his bond of indemnity with an acceptable surety. Thereupon a new
share certificate shall be issued in lieu of the alleged lost, destroyed,
mislaid or wrongfully taken certificate, provided that the request therefor has
been made before the Corporation has notice that such shares have been acquired
by a bona fide purchaser.
ARTICLE VI - NOTICES
SECTION 6-1. CONTENTS OF NOTICE. Whenever any notice of a meeting is
required to be given pursuant to these By-laws or the Certificate of
Incorporation or otherwise, the notice shall specify the place, date and hour of
the meeting and, in the case of a special meeting or where otherwise required by
law, the general nature of the business to be transacted at such meeting.
SECTION 6-2. METHOD OF NOTICE. All notices shall be given to each person
entitled thereto, either personally or by sending a copy thereof through the
mail or by telegraph, charges prepaid, to his address as it appears on the
records of the Corporation, or supplied by him to the Corporation for the
purpose of notice. If notice is sent by mail or telegraph, it shall be deemed
to have been given to the person entitled thereto when deposited in the United
States Mail or with the telegraph office for transmission. If no address for a
stockholder appears on the books of the Corporation and such stockholder has not
supplied the Corporation with an address for the purpose of notice, notice
deposited in the United States Mail addressed to such stockholder care of
General Delivery in the city in which the principal office of the Corporation is
located shall be sufficient.
SECTION 6-3. WAIVER OF NOTICE. Whenever notice is required to be given
under any provision of law or of the Certificate of Incorporation or By-laws of
the Corporation, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting of stockholders or
Directors shall constitute a waiver of notice of such meeting, except when the
stockholder or Director attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders or Directors need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND
OFFICERS AND OTHER PERSONS
SECTION 7-1. INDEMNIFICATION. The Corporation shall indemnify any
Director or officer of the Corporation against expenses (including legal fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him, to the fullest extent now or hereafter permitted by law in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, brought or threatened to be
brought against him by reason of his performance as a Director or officer of the
Corporation, its parent or any of its subsidiaries, or in any other capacity on
behalf of the Corporation, its parent or any of its subsidiaries.
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The Board of Directors by resolution adopted in each specific instance may
similarly indemnify any person other than a Director or officer of the
Corporation for liabilities incurred by him in connection with services rendered
by him for or at the request of the Corporation, its parent or any of its
subsidiaries.
The provisions of this section shall be applicable to all actions, suits or
proceedings commenced after its adoption, whether such arise out of acts or
omissions which occurred prior to subsequent to such adoption and shall continue
as to a person who has ceased to be a Director or officer or to render services
for or at the request of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person. The rights of
indemnification provided for herein shall not be deemed the exclusive rights to
which any Director, officer, employee or agent of the Corporation may be
entitled.
SECTION 7-2. ADVANCES. The Corporation may pay the expenses incurred by
any person entitled to be indemnified by the Corporation in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, by or on behalf of
such person, to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Corporation as authorized by law.
SECTION 7-3. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director or officer, employee
or agent, of the Corporation or who is or was serving in any capacity in any
other corporation or organization at the request of the Corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under law.
ARTICLE VIII - SEAL
SECTION 8-1. The form of the seal of the Corporation,
called the corporate seal of the Corporation, shall be as [Form of seal]
impressed adjacent hereto.
ARTICLE IX - FISCAL YEAR
SECTION 9-1. The board of Directors shall have the power by resolution to
fix the fiscal year of the Corporation. If the board of Directors shall fail to
do so, the President shall fix the fiscal year.
ARTICLE X - AMENDMENTS
SECTION 10-1. Unless otherwise expressly provided in these By-laws, these
By-laws may be altered or repealed or new By-laws adopted (a) by the
stockholders entitled to vote thereon, by a majority of those voting, at any
regular or special meeting, or (b) if the Certificate of Incorporation so
provides, by the Board of Directors, by a majority of those voting, at any
regular or special meeting.
ARTICLE XI - INTERPRETATION OF BY-LAW
SECTION 11-1. All words, terms and provisions of these By-laws shall be
interpreted and defined by and in accordance with the General Corporation Law of
the State of Delaware, as amended, and as amended from time to time hereafter.
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNITEL
VIDEO, INC.'S FORM 10Q FOR THE QUARTERLY PERIOD ENDED MAY 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-START> SEP-01-1994
<PERIOD-END> MAY-31-1995
<CASH> 1,073
<SECURITIES> 0
<RECEIVABLES> 14,194
<ALLOWANCES> 866
<INVENTORY> 0
<CURRENT-ASSETS> 16,033
<PP&E> 125,478
<DEPRECIATION> 69,566
<TOTAL-ASSETS> 76,858
<CURRENT-LIABILITIES> 24,744
<BONDS> 21,378
<COMMON> 26
0
0
<OTHER-SE> 28,678
<TOTAL-LIABILITY-AND-EQUITY> 76,858
<SALES> 62,645
<TOTAL-REVENUES> 62,645
<CGS> 51,192
<TOTAL-COSTS> 51,192
<OTHER-EXPENSES> 9,273
<LOSS-PROVISION> 70
<INTEREST-EXPENSE> 2,431
<INCOME-PRETAX> (307)
<INCOME-TAX> 2
<INCOME-CONTINUING> (309)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (309)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> 0
</TABLE>
