SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 15, 1996
Commission File Number 0-14973
UNICO, INC.
(Exact name of registrant as specified in its charter)
New Mexico 85-0270072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1921 Bloomfield Blvd., Farmington, New Mexico 87401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (505) 326-2668
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ITEM 2. ACQUISITION OF ASSETS
(a) On January 15, 1996 the Registrant acquired 50,000 shares
of Chatfield Dean & Co. Series B Preferred Stock for $500,000.
The shares bear a 7% cumulative dividned.
ITEM 5. OTHER EVENTS
(a) On January 15, 1996 the Registrant executed a Letter of Intent
with Chatfield Dean & Co., ("Chad") setting out the terms of
a proposed acquisition, by the Registrant, of all of the
outstanding Common and Preferred stock of Chad. Chad is a full
service investment banking firm based in Englewood Colorado.
Under the terms contemplated by this agreement, majority
control of the Registrant will vest with the current
shareholders of Chad if the proposed merger is completed.
Initially, it is anticipated that the Registrant will issue
1,500,000 new shares of it's Common Stock and up to 1,160,000
shares of a Class C Junior Convertible Preferred shares in
exchange for all outstanding stock of Chad. The Class C shares
shall be convertible on a one-to-one basis into Unico Common
shares and will be issued to participants of Chad's Employee
Stock Bonus Plan.
In addition, the Registrant will reserve up to 2,000,000
shares of Series A Convertible Preferred shares to be held for
exchange of Chatfield Series A Preferred shares under a
private placement which is currently in process, (see Item
2(a) of this Form 8-K). The exchange ratio for the Series A
Preferred will be 2.666 shares of Unico, to 1 share of
Chatfield Dean Series A Preferred.
Further, the Registrant will reserve up to $2,000,000 worth of
Series B Preferred shares and up to 200,000 Warrants with a
strike price of $3.00 for exchange of Chad Series B Preferred
and Warrants.
A copy of the Letter of Intent as executed by both parties is
filed herein as an Exhibit 28 and is hereby made part of this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit 28 - Letter of Intent dated January 15, 1996 as to
proposed acquisition of outstanding stock of Chatfield Dean &
Co. by Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
UNICO, INC.
(Registrant)
Date: January 19, 1996
By Rick L. Hurt
Rick L. Hurt
Controller, Secretary,
Treasurer and Director
UNICO, Inc.
Post Office Box 35
Farmington, NM 87499
January 13, 1996
Mr. Sanford Dean Greenberg
Chairman and CEO
Chatfield Dean & Co.
EXECUTION COPY
7935 E. Prentice Ave.
Greenwood Village, CO 80111
RE: Letter of Intent to acquire all of the issued and outstanding
shares of stock of Chatfield Dean & Co., Inc. (A Colorado Corporation,
composing all entities.)
Dear Mr. Greenberg:
Unico, Inc., a New Mexico public corporation (Unico), subject to
ratification by it's Board of Directors, hereby proposes to acquire all
of the issued and outstanding shares of Common and Preferred Stock and
Warrants of Chatfield Dean (Chad), under the following terms and
conditions:
1. Stock Exchange:
Unico will acquire all of the issued and outstanding shares of
Common Stock in Chad in exchange for 1,500,000 shares of Unico Common
Stock and up to 1,160,000 class C Junior Convertible Preferred shares
(the Class C Preferred), convertible one-to-one into Unico Common Stock,
pursuant to the provisions of Sections 368 of the Internal Revenue Code
in connection with tax free reorganizations. The Class C Preferred will
be issued to the current holders of Chad Common Stock received pursuant
to Chad's Employee Stock Bonus Plan. The shares will be issued pursuant
to Section 4 (2) of the Securities Act of 1933, as amended, and under
the provisions of applicable state law.
Unico shall reserve up to 2,000,000 shares of Series A Preferred
stock for the Chatfield private placement shareholders in its current
placement of Series A Preferred Stock. Each Chad Preferred A Share
shall receive 2.666 Shares of the new Unico Preferred A. The Series A
Preferred stock will be convertible one-to-one into Common Stock of
Unico. In addition, Unico will reserve up to $2,000,000 of Series B
Preferred, and up to 200,000 $3.00 Warrants to be exchanged for the
Series B Preferred of Chad and Chad outstanding Common Stock Purchase
Warrants. The Series B Preferred will be identical in terms and
conditions to the currently outstanding Chad Series B Preferred.
Immediately after a merger, Unico will call a special shareholders
meeting to increase the authorized number of Common shares to
20,000,000.
2. Management:
At the time of closing, the current Officers and Directors of
Unico will resign except for Mr. William Hagler and the Directors
designated by Chad will be elected to the Board of Directors of Unico.
Unico will execute a new employement agreement with Mr. Hagler to be
described in the Definitive Agreement.
3. Definitive Agreement:
This Letter of Intent is an indication of the parties' mutual
intent to effect an acquisition by Unico of Chad, subject to the
fulfillment of all of the terms and conditions set forth herein,
the parties intend to enter into a Definitive Agreement setting forth
all applicable terms and conditions of the acquisition with standard
representations and warranties.
Either party hereto may, without incurring any obligation or
liability to the other party, terminate this Letter of Intent at any
time prior to the signing of the Definitive Agreement. Any termination
of the Letter of Intent, except by its own terms, must be in writing and
mailed to the other party by first class U.S. Mail, at the addresses
provided herein.
4. Conditions Precedent:
The acquisition of Chad by Unico proposed herein is subject to the
following conditions:
A. The approval by the Board of Directors of Unico.
B. The approval of the proposed acquisition and related
transactions by the required majority of the shareholders of
all of the issued and outstanding shares of Chad.
C. Compliance with all applicable Federal and State securities
and corporate laws.
D. The delivery of such documents and information as are
reasonably requested by each party of the other party.
E. The execution of the Definitive Agreement containing all
representations contained herein and other representations and
warranties which are standard in similar transactions.
5. Representations:
A. Unico will be duly organized and in good standing in its state
of organization with any and all applicable taxes paid for or
reserved at the time of closing and agrees to increase the
Board of Directors to seven if necessary.
B. All share certificates of Unico issued to the shareholders of
Chad will contain a "restricted legend" under rule 144 as
promulgated under the Securities Act of 1933, as amended.
C. All share certificates of Unico issued to the shareholders of
Chad shall be fully paid and non-assessable.
D. Unico agrees to register the Common Shares underlying the
Series A Preferred Stock as soon as practical after the
merger.
E. Unico represents it is current in all filings required by the
SEC and that, to the best of its knowledge, it is current in
all filings required by state security laws and NASDAQ.
F. It is the intention of both parties to divest certain current
operating assets of Unico and to declare a special dividend of
certain assets to the current Unico shareholders. No
liability associated with the divested assets will remain with
Unico or Chad.
G. Unico represents that currently it has 986,590 shares of
Common Stock issued and outstanding and has no issued or
outstanding Preferred Shares.
6. Closing:
Closing shall occur on or before March 31, 1996, or on such other
date as the parties may agree. At closing, Chad shall deliver all
applicable stock certificates and other records.
7. News Releases and Communications:
As soon as practical and by mutual agreement, after the date of
the execution hereof, Unico and Chad will issue a Press Release to their
shareholders, the financial community, and other interested parties,
describing this Agreement and the proposed transactions. Unico will
file any public documents as required by law.
8. Conduct of Business:
The parties hereto hereby agree to conduct their business in
accordance with the usual and normal course of business heretofore
conducted. Thus, there will be no material adverse change in the
business of either company from the date hereof until the closing of
this transaction and there will be no changes in either company's
Articles of Incorporation or Bylaws.
9. Responsibility for Costs:
Each party hereto shall pay all of its own costs incurred in
conjunction with the proposed transaction(s).
10. Termination:
This Letter of Intent shall automatically terminate ten (10) days
after it is provided to Chad, unless accepted by Chad. After acceptance
by Chad it shall terminate on February 28th, 1996, unless extended by
mutual written agreement of the parties hereto. Upon termination,
neither party shall have any further obligation to the other under the
terms and conditions of the Agreement.
11. Addresses:
Any notices pertaining to the content of this Letter of Intent
shall be sent by first class mail (US) to the following addresses for
the parties hereto:
Chatfield Dean & Co. UNICO, Inc.
7935 East Prentice, Suite 200 Post Office Box 35
Greenwood Village, CO 80111 Farmington, NM 87499
Attn: David Graven, Esq. Attn: William Hagler
12. Domicile/Law:
This Letter of Intent shall be deemed to exist under and be
subject to the laws of the state of Colorado.
This Letter of Intent sets forth the understanding of the proposed
conditions of the contemplated transaction(s), and is not a binding
agreement on either party. If it represents your understanding of the
terms and conditions of our agreement, please indicate by signing below.
Sincerely,
William Hagler
William Hagler, CEO
UNICO, Inc.
Agreed and accepted by:
Chatfield Dean & Co., Inc.
Stanford D. Greenberg
Sanford D. Greenberg
Chairman and CEO
