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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C, 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-14973
UNICO, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
904628-40-1
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(CUSIP Number
2925 Bayview Drive, Fremont, California 94538
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 770-3990
John Hwang, 2925 Bayview Drive, Fremont, CA 90266
(510) 770-3990
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(Name, Address and Telephone Number of Person Authorized
to Received Notices and Communication)
June 30, 1998
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(Date of Event which Requires Filing of this Statement
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1) Names of Reporting Persons I.R.S. Identification of Above Persons
(entities only)
John Hwang
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
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(b) XX
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3) SEC Use Only
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4) Source of Funds (See Instructions) PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power 697,500
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8) Shared Voting Power None
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9) Sole Dispositive Power 1,407,500
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10) Shared Dispositive Power None
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,407,500
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12) Check if the Aggregate Amount in Row 11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row 11) 697,500 shares of
Common Stock and 710 shares of Series A Convertible Preferred Stock (Convertible
into 710,000 shares of Common Stock), in the aggregate representing 11.1% of the
Common Stock if all Preferred Stock is converted.
14) Type of Reporting Person ( See Instructions) IN
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Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock and Series A
Convertible Preferred Stock ("Preferred Stock"), which is convertible into
Common Stock in the ratio of 1,000 shares of Common Stock for every share of
Preferred Stock. The issuer is Unico, Inc, a New Mexico corporation, whose
principal executive offices are located at 2925 Bayview Drive, Fremont,
California 94535.
Item 2. IDENTITY AND BACKGROUND
(a) John Hwang
(b) 2925 Bayview Drive, Fremont, California 94538
California 90266.
(c) President of Unico, Inc. and its wholly owned
subsidiary Paradise Innovations, Inc., formerly known as
Starlicon International, Inc., whose principal address is 2925
Bayview Drive, Fremont, California 94538.
(d) No
(e) No
(f) United States of America
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Hwang, in early 1997, using personal funds, was one of the
founding shareholders of Starlicon International Corporation ("SI"), a
California corporation. In early 1998, the shareholders of SI exchanged 100% of
the issued and outstanding shares of SI for shares of Starlicon Group, Inc
("SGI").
On February 21, 1998 the Issuer entered into a Stock Purchase
Agreement ("the Agreement") with SGI to acquire 100% of the outstanding stock of
privately held SI. Based in Fremont, California, SI markets computer peripherals
under the Paradise brand name as well as certain generic computer components.
The effective date of the transaction was to have been November 30, 1997.
A preliminary audit of SI's books as of November 30, 1997
revealed that SI failed to meet certain financial criteria. As a result, Issuer
notified SGI and SI on May 20, 1998 of its unilateral rescission of the
transaction.
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Pursuant to subsequent negotiations which led to a Novation
Agreement, SGI agreed to certain modifications to the terms of the original
transaction and the Issuer agreed to proceed with the transaction.
Under terms of the Novation Agreement, Unico issued 5,476,200
shares of $0.20 par value restricted Common Stock and 5,476 shares of Series A
Convertible Preferred Stock to the shareholders of SGI in exchange for 100% of
the outstanding stock of SI. Each share of Preferred stock is convertible to
1,000 shares of Common Stock in stages through August 1, 1999 and will have
voting rights on all matters submitted to shareholders equal to 1 vote per
preferred share. In addition, at any time subsequent to May 31, 1999 where the
bid price of the Issuer's common stock exceeds $5.50 for 30 consecutive days,
the Issuer may, at its option and upon 60 days notice, cancel the conversion
rights of the Preferred Stock. The effective date of the transaction was June 1,
1998 with closing on June 30, 1998.
As contemplated by Paragraph 1.1 of the Agreement, SGI
distributed Issuer's shares acquired in the transaction to the shareholders of
SGI in proportion to their interest in SGI. As a result, Mr. Hwang holds of
record or beneficially 697,500 shares of common stock and 710 shares of Series A
Preferred Stock which is convertible into 710,000 shares of Common Stock. Mr.
Hwang acquired 697,500 shares of Common Stock plus the 710 shares of Series A
Preferred stock pursuant to the Agreement.
Item 4. PURPOSE OF TRANSACTION
The securities of the Issuer were acquired for investment
purposes. At the present time, the reporting person has no plans to undertake
any actions enumerated in this Item 4 or any action similar to that enumerated
in this Item 4.
Item 5. INTEREST IN SECURITIES OF ISSUER
(a) Reporting person holds, of record or beneficially, 697,500
shares of common stock and 710 shares of Series A Preferred Stock which is
convertible into 710,000 shares of Common Stock. Accordingly reporting person
holds, of record or beneficially 9.8% of the common shares outstanding and 13.0%
of the Series A Preferred Stock outstanding. If all shares of the Series A
Preferred Stock were converted to Common shares, Reporting person would hold, of
record or beneficially 11.1% of the Common shares outstanding. The calculation
of these percentages is based on information contained in Registrants most
recent Form 10-K, the Form 8-K filed July 13, 1998 and the Form 10-Q filed
November 16, 1998 which indicate that there is 7,149,428 shares of Common Stock
outstanding and 5,476 shares of Preferred Stock outstanding.
(b) Reporting person has the sole power to direct the vote and
disposition of the shares covered by this report.
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(c) The acquisition of all of the securities described in Item 3
were effected within the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Item 3 above, there are no contracts,
arrangements, understandings, or relationships with respect to securities of the
Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Descriptions of the Exhibit
2.1 Stock Purchase Agreement dated as of
November 30, 1998 attached as Exhibit 2.1 to
Form 8-K filed June 30, 1998
2.2 Novation Agreement dated June 26, 1998
attached as Exhibit 2.2 to Form 8-K filed
June 30, 1998
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ JOHN HWANG
Dated: November 20, 1998 ------------------------------------
------------------- John Hwang
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