<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 FEBRUARY 29, 1996
------------------
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.)
555 West 57th Street - New York, New York 10019
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(212) 265-3600
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
515 West 57th Street - New York, New York 10019
- --------------------------------------------------------------------------------
(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.
2,656,565 Common shares outstanding as of April 15, 1996.
(Number of shares) (Date)
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
QUARTER ENDED FEBRUARY 29, 1996
Page
INDEX Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
February 29, 1996 (Unaudited) and
August 31, 1995 3-4
Consolidated Statements of Operations
February 29, 1996 (Unaudited) and
February 28, 1995 (Unaudited) 5
Consolidated Statements of Cash Flows
February 29, 1996 (Unaudited)
and February 28, 1995 (Unaudited) 6-7
Notes to Consolidated Financial
Statements (Unaudited) 8-10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11-13
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security-Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
2
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
QUARTER ENDED FEBRUARY 29, 1996
Part 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
FEBRUARY 29, 1996 AUGUST 31, 1995
----------------- ---------------
(Unaudited) (Note)
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 553,000 $ 161,000
Accounts receivable,
less allowance for
doubtful accounts of $613,000
and $686,000 10,898,000 12,700,000
Other receivables 351,000 362,000
Prepaid income taxes 441,000 567,000
Prepaid expenses 1,192,000 1,340,000
Net assets held for sale 1,298,000 --
Deferred tax asset 760,000 760,000
------------ -------------
Total current assets 15,493,000 15,890,000
Property and equipment - at cost
Land, buildings
and improvements 13,765,000 13,541,000
Video equipment 82,650,000 78,145,000
Automobiles 50,000 50,000
Furniture and fixtures 2,808,000 2,736,000
------------ ------------
99,273,000 94,472,000
Less accumulated depreciation 63,040,000 59,981,000
------------ ------------
36,233,000 34,491,000
Net assets held for sale 15,499,000 19,270,000
Deferred tax asset 1,824,000 1,745,000
Goodwill 1,928,000 1,997,000
Other assets 1,401,000 793,000
------------ -------------
$72,378,000 $74,186,000
------------ -------------
------------ -------------
</TABLE>
Note: The balance sheet at August 31, 1995 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>
FEBRUARY 29, 1996 AUGUST 31, 1995
(Unaudited) (Note)
----------------- ---------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,624,000 $ 7,339,000
Accrued expenses 1,238,000 1,620,000
Payroll, benefits and related taxes 3,401,000 2,931,000
Current maturities of long-term debt 5,507,000 5,492,000
Current maturities of subordinated debt 313,000 104,000
Current maturities of ESOP loan 181,000 186,000
Current maturities of capital lease obligations 1,802,000 1,685,000
------------- -------------
Total current liabilities 17,066,000 19,357,000
Deferred rent 872,000 864,000
Long-term debt, less current maturities 21,732,000 19,936,000
Subordinated debt, less current maturities 2,937,000 3,146,000
ESOP loan, less current maturities 75,000 152,000
Long-term leases, less current maturities 6,526,000 7,064,000
Accrued retirement 1,223,000 1,141,000
Stockholders' equity:
Common stock, par value
$.01 per share
Authorized 5,000,000 shares
Issued 3,522,854 and 3,491,454 shares
respectively, and outstanding 2,656,565
and 2,625,165 shares respectively 26,000 26,000
Additional paid-in capital 27,523,000 27,351,000
Retained earnings 2,675,000 3,532,000
Common stock held in treasury,
at cost (866,289 shares) (7,974,000) (7,974,000)
------------- -------------
22,250,000 22,935,000
Unearned employee benefit expense (303,000) (409,000)
------------- -------------
Total stockholders' equity 21,947,000 22,526,000
------------- -------------
$ 72,378,000 $ 74,186,000
------------- -------------
------------- -------------
</TABLE>
Note: The balance sheet at August 31, 1995 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 SIX MONTHS ENDED
------------------ ----------------
FEBRUARY 29, FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 20,529,000 $ 20,581,000 $ 43,469,000 $ 41,814,000
Cost of sales:
Production costs 15,585,000 14,601,000 30,987,000 29,032,000
Depreciation 1,773,000 2,420,000 3,506,000 4,674,000
------------ ------------ ------------ ------------
17,358,000 17,021,000 34,493,000 33,706,000
------------ ------------ ------------ ------------
Gross profit 3,171,000 3,560,000 8,976,000 8,108,000
Operating expenses:
Selling 660,000 740,000 1,336,000 1,485,000
General and administrative 2,543,000 1,984,000 4,987,000 4,257,000
Interest 923,000 742,000 1,771,000 1,457,000
Impairment charge 886,000 -- 1,739,000 --
------------ ------------ ------------ ------------
5,012,000 3,466,000 9,833,000 7,199,000
------------ ------------ ------------ ------------
Earnings (loss) from operations (1,841,000) 94,000 (857,000) 909,000
Other income -- -- -- 14,000
------------ ------------ ------------ ------------
Earnings loss before
income taxes (1,841,000) 94,000 (857,000) 923,000
Income taxes (462,000) 44,000 -- 434,000
------------ ------------ ------------ ------------
Net earnings applicable for
common stock $ (1,379,000) $ 50,000 $ (857,000) $ 489,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Earnings (loss) Per Common Share
Net earnings (loss) $ (0.53) $ 0.02 $ (0.33) $ 0.19
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average of common and
common equivalent shares
outstanding 2,591,000 2,580,000 2,580,000 2,572,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
FEBRUARY 29, 1996 FEBRUARY 28, 1995
----------------- -----------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ (857,000) $ 489,000
Adjustments to reconcile
net income (loss) to net cash
provided by operating
activities:
Depreciation and amortization 3,525,000 4,948,000
Net gain on disposal of assets (19,000) (274,000)
Deferred financing costs (570,000) --
Recognition of deferred gain -- (100,000)
Amortization of deferred financing costs 89,000 199,000
Deferred rent 8,000 (85,000)
Accrued retirement expense 82,000 86,000
Deferred income taxes (79,000) 95,000
Impairment charge 1,739,000 --
Decrease (Increase) in:
Accounts receivable 1,875,000 (2,501,000)
Allowance for doubtful accounts (73,000) 98,000
Other receivables 11,000 (30,000)
Prepaid expenses 148,000 287,000
Prepaid taxes 126,000 81,000
Other assets (131,000) (431,000)
Increase (Decrease) in
Accounts payable (2,715,000) 339,000
Accrued expenses (382,000) (38,000)
Payroll and related taxes 470,000 (348,000)
Income taxes payable -- 121,000
----------- -----------
Total adjustments 4,104,000 2,447,000
----------- -----------
Net cash provided by operating
activities 3,247,000 2,936,000
Cash Flows From Investing
Activities:
Capital expenditures (4,464,000) (2,348,000)
Acquisition of GC & Co. assets -- (1,300,000)
Proceeds from disposal of assets 23,000 331,000
----------- -----------
Net cash used in
investing activities (4,441,000) (3,317,000)
(Continued)
6
<PAGE>
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
<CAPTION>
SIX MONTHS ENDED
----------------
FEBRUARY 29, 1996 FEBRUARY 28, 1995
----------------- -----------------
<S> <C> <C>
Cash Flows From Financing Activities:
Proceeds from long-term financing $ 22,520,000 $2,700,000
Proceeds from issuance of common stock 181,000 (17,000)
Repayment of loan to ESOP (82,000) (82,000)
Repayment of note to Banta -- (500,000)
Principal repayments (21,130,000) (1,942,000)
Release of ESOP quarterly shares 97,000 107,000
----------- -----------
Net cash provided by
financing activities 1,586,000 266,000
----------- -----------
Net (Increase) in Cash 392,000 (115,000)
Cash Beginning of Year 161,000 1,293,000
----------- -----------
Cash End of Six Months $ 553,000 $ 1,178,000
----------- -----------
----------- -----------
Schedule of income taxes and
interest paid:
Income Taxes Paid $ 68,000 $ 148,000
Interest Paid 1,555,000 1,577,000
----------- -----------
$ 1,632,000 $ 1,725,000
----------- -----------
----------- -----------
Supplemental schedule of non cash investing and financing activities:
Detail of acquisition of GC & Co.:
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
SIX MONTHS ENDED FEBRUARY 29, 1996
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of February 29, 1996, the
consolidated statements of operations for the six months and quarters ended
February 29, 1996 and 1995, and the consolidated statements of cash flows for
the six 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 February 29, 1996 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, 1995 Form 10-K filed
with the Securities and Exchange Commission. The results of operations for the
six months ended February 29, 1996 are not necessarily indicative of the
operating results for the full year.
2. STOCKHOLDERS' EQUITY
During the six months ended February 29, 1996, stockholders' equity decreased
due to:
<TABLE>
<S> <C>
Net loss $(857,000)
Reduction in unearned employee benefit expense 106,000
Reduction in additional paid in capital resulting
from the allocation of ESOP shares (9,000)
Exercise of stock options 174,000
Purchase of stock under the Unitel Video, Inc.
Employee Stock Purchase Plan 7,000
---------
Total decrease in stockholders' equity $(579,000)
---------
---------
</TABLE>
3. PER SHARE DATA
Per share data for the quarter and six months ended February 29, 1996 and 1995
is based on the weighted average number of common shares outstanding. In the
quarter and six months ended February 29, 1996, unreleased Employee Stock
Ownership Plan shares are not considered outstanding for earnings per share
calculations. (See Note 4).
8
<PAGE>
4. 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").
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 $98,012 and $49,006 for the six months and
quarter ended February 29, 1996, respectively. A summary of the Plan's shares
as of February 29, 1996 is as follows:
<TABLE>
<S> <C>
Allocated shares 75,095
Shares released for allocation 16,898
Unreleased shares 45,275
--------
137,268
--------
--------
Fair value of unreleased shares
at February 29, 1996 $337,000
--------
--------
</TABLE>
Prior to adoption of SOP 93-6, the unreleased shares were considered outstanding
for the earnings per share computation. Accordingly, for the six months ended
February 29, 1996, 45,275 shares were no longer considered outstanding. The
effect of adopting SOP 93-6 was not material on the net income, and resulted in
a decrease of 1% on the net loss per share for the six months and quarter ended
February 29, 1996.
5. IMPAIRMENT AND RESTRUCTURING CHARGES
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of" ("FASB Statement No.
121") which provides guidance on when to assess and how to measure impairment of
long-lived assets, certain intangibles and goodwill related to those assets to
be held and used, and for long-lived assets and certain identifiable intangibles
to be disposed of. The Company adopted FASB Statement No. 121 as of August 31,
1995.
9
<PAGE>
The Company has determined to focus its resources toward providing services to
the entertainment and corporate communications areas, which represent the
Company's strength. As part of this strategy, the Company decided to sell its
Editel New York, Editel Chicago and Editel Los Angeles divisions, which
specialize in the highly competitive commercial advertising portion of the video
facilities industry. During the 1995 fiscal year, the three Editel divisions
incurred a pretax loss of $3,682,000. As a result, the Company identified
property, plant and equipment associated with these divisions, which after an
impairment charge of $4,700,000 recorded as of August 31, 1995, had a carrying
value of approximately $19,300,000 that it no longer needed for its current and
future operations. During the fourth quarter of fiscal 1995, the Company
committed to a plan to dispose of them and in the first quarter of fiscal 1996
began marketing these divisions to potential buyers. On February 22, 1996, the
Company announced the closure of its Editel Chicago division and subsequently
distributed a portion of the division's assets throughout the Company. In May
1996 the balance of the Editel Chicago division equipment estimated to have a
carrying value of $1,300,000 is to be sold in an auction. Also in February
1996, the Company refocused the Editel New York division on that division's most
profitable segments, so as to increase its attractiveness to potential strategic
buyers. As part of this restructuring, the staff of Editel New York was reduced
by over fifty percent. Although the Company intends to sell the assets of
Editel New York and Los Angeles within one year there is no assurance that it
will be able to do so, and, therefore, these assets are classified in the
balance sheet as long-term. At February 29, 1996 the Company estimated the
revised value of these assets to be approximately $15,500,000. Accordingly, the
Company recorded an impairment charge of approximately $1,739,000 in the first
six months of fiscal 1996 relating to the assets at all three Editel divisions.
The impairment charge recorded represents management's estimate of the decrease
in value of these assets during the first six months of fiscal 1996 based upon
the depreciation method which the Company has used in the past and which
management has found to be reasonable and appropriate. The Company intends to
operate the New York and Los Angeles Editel divisions until a sale or other
disposition is consummated and to continue to monitor these assets held for sale
on a quarterly basis since FASB Statement No. 121 requires that no further
depreciation expense be taken with respect to assets held for sale.
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 expense. The $273,000 balance of the restructuring liability was
paid out during the first six months of fiscal 1996.
6. STOCK-BASED COMPENSATION
The Company intends to remain on APB Opinion No. 25 for Stock based compensation
recognition purposes.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
The Company is committed to keeping pace with technological developments as well
as taking advantage of new business opportunities in the video communications
industry. Capital expenditures were $4,464,000 during the six months ended
February 29, 1996, and consisted of the purchase of post production and graphics
equipment for use primarily in the Company's Mobile, Unitel Holywood and Windsor
divisions.
Net cash provided by operating activities during the six months ended February
29, 1996 was $3,247,000 and during the six months ended February 28, 1995 was
$2,936,000. Net cash provided by operating activities for the six months ended
February 29, 1996 was offset by $4,441,000 of cash used in investing activities,
which consisted primarily of capital expenditures and was supplemented by net
cash provided by financing activities of $1,586,000, resulting in a net increase
in cash available of $392,000.
In December 1995, the Company entered into a $26 million revolving credit and
term loan agreement with a financial institution, consisting of a $15 million
term loan facility and an $11 million revolving credit facility. The $15
million term loan portion of the facility is payable in 59 monthly principal
payments of $89,000 through November 2000 and in payments of $3,750,000 at
August 31, 1996, $3,750,000 at December 31, 1996 and $2,249,000 at December
2000. The revolving credit portion of the facility is due in full in December
2000.
Additionally, in December 1995 the Company obtained from a bank a $4,000,000
mortgage on its property located on West 57th Street in New York City. The
mortgage is payable in equal monthly installments of $22,000 through November
2002, with a final payment of $2,152,000 due in December 2002.
The proceeds of the $15 million term loan, the $4 million mortgage and $2.5
million drawn by the Company under the revolving credit facility were used in
December 1995 to refinance the term loan ($8,577,000) and revolving credit
facility ($9,975,000) and to repay the City of New York Industrial Revenue Bond
obligation ($265,000), all then outstanding to the Company's bank lenders. The
remaining $2,683,000 was used for closing costs and for payment of prior capital
expenditures. The terms of the Company's new revolving credit and term loan
agreement provide that the lender receive a first lien on all property,
equipment and accounts receivable that are not encumbered by another lender. At
February 29, 1996 $3,085,000 was outstanding under the revolving portion of the
facility.
11
<PAGE>
RESULTS OF OPERATIONS
Sales were $20,529,000 and $20,581,000 for the quarters ended February 29, 1996
and February 28, 1995, respectively. Sales were $43,469,000, and $41,814,000 for
the six months ended February 29, 1996 and February 28, 1995, respectively. The
increase in sales in the six month period ending February 29, 1996 was due
primarily to the addition of three mobile units to the Company's fleet of seven
from the acquisition by the Company in February 1995 of the business and assets
of GC & Co. (formerly Greene Crowe & Company) a Burbank California based
supplier of "on-location" services for the videotaping and live telecasting of
concerts, cultural and other events.
The Company's net loss for the quarter ended February 29, 1996 was $(1,379,000),
compared to the net income of $50,000 for the comparable quarter of fiscal year
1995. The Company's net loss was $(857,000) for the six months ended February
29, 1996, compared with net income of $489,000 for the same period of the prior
fiscal year.
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 76% for the quarter ended
February 29, 1996, as compared to 71% for the quarter ended February 28, 1995
and were 71% and 69% for the first six months of fiscal years 1996 and 1995,
respectively. The increase in production costs for the quarter and six months
ended February 29, 1996 as compared with the same period in the prior year is
due primarily to severance costs associated with the closure of the Company's
Editel Chicago division and restructuring the Company's Editel NY division.
Depreciation, as a percentage of sales, was 9% and 12% for the quarters ended
February 29, 1996 and February 28, 1995, respectively, and 8% and 11% for the
first six months of the 1996 and 1995 fiscal years, respectively. The decrease
in the quarter and six months ended February 29, 1996 compared to the same
periods in the prior year is due to the reclassification of the net property and
equipment of the Editel divisions to net assets held for sale at August 31,
1995. The impairment charge recorded represents management's estimate of the
decrease in value of these assets during the second quarter and initial six
month period of fiscal 1996 based upon the method of depreciation which the
Company has used in the past and which management has found to be reasonable and
appropriate. The Editel Chicago division was closed in February 1996. The
Company intends to operate the Editel NY and Los Angeles divisions until a sale
or other disposition is consummated and to continue to monitor these assets held
for sale on a quarterly basis since FASB Statement No. 121 requires that no
further depreciation expense be taken with respect to assets held for sale.
Selling expenses for the quarters ended February 29, 1996 and February 28, 1995
were 3.2% and 3.6% of sales, respectively, and 3.1% and 3.6% for the six months
ended February 29, 1996 and February 28, 1995, respectively. The decrease in
both the quarter and six month periods ending February 29, 1996 as compared to
the same periods in 1995 is primarily due to a decrease in the sales staff at
the three Editel divisions.
12
<PAGE>
General and administrative expenses, as a percentage of sales, for the quarters
ended February 29, 1996 and February 28, 1995 were 12% and 10%, respectively,
and 11% and 10% for the six months ended February 29, 1996 and February 28,
1995, respectively. The increases in both the quarter and six month periods
ending February 29, 1996 as compared to the same periods in 1995 is due
primarily to severance pay at the Editel Chicago and New York divisions.
Interest expense, as a percentage of sales, for the quarters ended February 29,
1996 and February 28, 1995 was 4.5% and 3.6%, respectively, and 4.1% and 3.5%
for the six months ended February 29, 1996 and February 28, 1995. The increase
in the quarter and six months ended February 29, 1996 as compared to the same
periods in fiscal 1995 was due primarily to the financing obtained as a result
of the GC & Co. acquisition in February 1995.
The Company did not accrue income taxes during the first six months of 1996 due
to the year to date loss and the unavailability of any net operating loss
carryback. The Company's effective tax rate was 47% for the first six months of
fiscal 1995. The effective tax rate in 1995 exceeded the federal statutory rate
of 34% due to state and local taxes.
13
<PAGE>
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
(a) The Annual Meeting of Stockholders of the Company was held on
February 14, 1996.
(b) At the Annual Meeting, David Micciulla and Barry Knepper were elected
as Directors for terms expiring in 1999. The term of office as a Director of
Walter G. Arader, Philip S. Birsh, Herbert Bass and Alex Geisler continued after
the meeting. John Hoffman had resigned as a Director prior to the Annual meeting
of Stockholders of the Company.
(c) The total votes cast for, withheld or against, as well as the number
of abstentions and broker non-votes, as to the election of Directors, were as
follows:
Nominee Total Votes For Total Votes Withheld
- ------- --------------- --------------------
David Micciulla 2,299,609 26,547
Barry Knepper 2,297,970 27,986
There were no abstentions or broker non-votes for the election of Directors.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required to be filed by Item 601 of Regulation S-K.
(1) Exhibit 3 (ii). By Laws. By-laws as amended by the Board of
Directors of the Company on February 14, 1996.
(2) Exhibit 27. Financial Data Schedule.
(b) There were no reports filed on Form 8-K during the six month period
ended February 29, 1996.
14
<PAGE>
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 Administration, Treasurer
Dated: April 15, 1996
15
<PAGE>
ADOPTED January 14, 1987
AMENDED THROUGH: February 14, 1996
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.
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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.
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.
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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.
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
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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
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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.
ARTICLE III - BOARD OF DIRECTORS
SECTION 3-1. NUMBER. The business and affairs of the Corporation
shall be managed by a Board of six (6) 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.
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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.
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.
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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.
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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.
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.
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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.
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
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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
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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.
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
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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.
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.
13
<PAGE>
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.
14
<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 FEBRUARY 29, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> FEB-29-1996
<CASH> 553
<SECURITIES> 0
<RECEIVABLES> 11,511
<ALLOWANCES> 613
<INVENTORY> 0
<CURRENT-ASSETS> 15,493
<PP&E> 99,273
<DEPRECIATION> 63,040
<TOTAL-ASSETS> 72,378
<CURRENT-LIABILITIES> 17,066
<BONDS> 39,073
0
0
<COMMON> 26
<OTHER-SE> 21,947
<TOTAL-LIABILITY-AND-EQUITY> 72,378
<SALES> 43,469
<TOTAL-REVENUES> 43,469
<CGS> 34,493
<TOTAL-COSTS> 34,493
<OTHER-EXPENSES> 9,833
<LOSS-PROVISION> 212
<INTEREST-EXPENSE> 1,771
<INCOME-PRETAX> (857)
<INCOME-TAX> 0
<INCOME-CONTINUING> (857)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (857)
<EPS-PRIMARY> (.33)
<EPS-DILUTED> 0
</TABLE>
