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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-14973
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CUSIP NUMBER
904628401
(Check One): ---------------
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB
For Period Ended: June 30, 1998
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[X] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: After Quarter end May 31, 1998
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through June 30, 1998
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Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not Applicable
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Part I- Registrant Information
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Full Name of Registrant: Unico, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
City, State and Zip Code:
2925 Bayview Drive, Fremont, California 94538
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Part II- Rules 12b-25 (b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b) [paragraph
23047], the following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form 10-
Q, or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and [Amended in Release No. 34-26589
(paragraph 72,435), effective April 12, 1989, 54 F.R. 10306.]
[ ] (c) The accountant's statement or other exhibit required by rule 12b-
25(c) has been attached if applicable.
Not Applicable
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Part III- Narrative
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. [Amended in
Release No. 34-26589 (paragraph 72439, effective August 13, 1992, 57 FR
36442.]
Due to acquisitions, the necessary audits took an unusually long time
to complete inasmuch as, the audits covered three companies including two
entities audited as a result of the acquisition.
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Part IV- Other Information
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(1) Name and Telephone number of person to contact in regard to this
notification
Henry Tang (510) 770-3990
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
SEE ATTACHED.
Unico, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 30, 1998 By: /s/ Henry Tang
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Henry Tang, Secretary
INSTRUCTION: The form may be signed by an executive officer or the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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ATTACHMENT
The Registrant issued a majority of its stock to the old owners of
Starlicon International Corporation (Starlicon) on June 30, 1998. Since
the Registrant will account for this transaction by reverse acquisition
accounting, it believes it is a New Accounting Entity and has made an asset
acquisition.
The Registrant will account for its investment in Intermountain
Refining Co. by the cost method. Due to the terms of the Novation
Agreement executed on June 26, 1998 (Exhibit 2.2 filed with Form 8-K on
July 15, 1998), the New Accounting Entity does not believe it has succeeded
to the Registrant's former business.
The Registrant filed audited financial statements of the acquired
business, Starlicon International Corporation ("Starlicon"), as an
amendment to the Form 8-K, originally filed on June 30, 1998.
As the acquired company, Starlicon was incorporated within two years
of the June 30, 1998 acquisition, and as Starlicon acquired significant
assets of Relialogic Technology Corporation ("Relialogic"), Starlicon may
be considered a successor company to Relialogic. In conformance to APB 16
and Regulation S-X, Section 210.3-05, the audited financial statements of
Relialogic were also filed with the Form 8-K/A.
New Accounting Entity has taken the position that pro-forma
consolidation of Starlicon financial statements with the Unico financial
statements for fiscal year ended February 28, 1998 may not result in a fair
presentation due to the terms of the Novation Agreement. In order to achieve
a fair presentation in its disclosures, New Accounting Entity determined it
best to file a new Form 10-K, subject of this Notification of Late Filing.
New Accounting Entity is filing a Form 8-K for change of fiscal year to
end on June 30. As the old Unico has filed a Form 10-Q for the period ending
May 31, 1998, New Accounting Entity will treat the period from June 1 to June
30, 1998 as a transition period. This transition period will be covered in
the Form 10-K.
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