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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of the earliest event reported): June 30, 1998
Commission File Number 0-14973
UNICO, INC.
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(Exact name of registrant as specified in charter)
New Mexico 85-0270072
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(State or other jurisdiction of IRS Employer
incorporation or organization) Identification No.
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
N/A
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(Former Name or Former Address, if Changed Since Last Report.)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
In partial conformance to Item 7(a and b), the Registrant is filing UNAUDITED
financial statements and pro-forma 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 partial conformance to APB 16, the
UNAUDITED financial statements of Relialogic are also filed and included
herewith.
The requirements of both Item 7 of the SEC Form 8-K and APB 16 are the filing
of audited financial statements. Registrant's accountants advised Registrant
that, in light of the volume of audit work, it was not possible to complete
the audits within 60 days of the filing of the original 8-K. The filing of
the audited financial statements will be made upon completion of the audit, on
or before September 30, 1998, on Form 8-K/A-2.
The Registrant expects that the audited financial statements, when completed,
will have an unqualified opinion by the auditors.
Exhibit 27.1 -- Unaudited financial statements and pro-formas of
Starlicon International Corporation (Starlicon)
Exhibit 27.2 -- Unaudited financial statements and pro-formas of
Relialogic Technology Corporation (Relialogic)
Exhibit 99.1 -- Letter to Mr. Roger Schwall; Assistant Director; Office 4;
Division of Corporation Finance; U.S. Securities and
Exchange Commission.
1
<PAGE>
EXHIBIT 99.1
[Paradise Innovations, Inc. Stationery]
September 15, 1998
Mr. Roger Schwall
Assistant Director, Region 4
Division of Corporation Finance
U.S. Securities Exchange Commission
450 5th Street NW
Washington, DC 20549
Dear Mr. Schwall,
Attached is the unaudited financial statements and pro-formas on SEC Form 8-
K/A for Starlicon International (Starlicon), which was acquired by Unico, Inc.
Since Starlicon was incorporated in less than two years prior to its
acquisition, it may be considered a successor company to Relialogic Technology
Corporation (Relialogic). In accordance with APB 16, the unaudited financial
statements and pro-formas for Relialogic are also included.
We are filing unaudited financial statements because the audits are in the
final stages and will be completed no later than September 30th, 1998. In
order to provide full and reliable disclosure, our auditors are conducting
thorough audits of three companies, Unico, Inc., Starlicon and Relialogic. It
has not been humanly possible to complete the audit in the required time.
As soon as the audits are completed, no later than September 30th, the
Registrant will file another Form 8-K/A with the audited financial statements
and pro-formas.
Sincerely,
/s/ Henry Tang
Henry Tang
Vice President
Finance and Operations
<PAGE>
EXHIBIT 27.1 - STARLICON INTERNATIONAL CORPORATION
UNAUDITED FINANCIAL STATEMENTS AND PRO-FORMAS
STARLICON INTERNATIONAL CORPORATION
FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1998
TABLE OF CONTENTS
Balance Sheets 4-5
Statements of Operations and Retained Earnings
(Accumulated Deficit) 6
Statements of Cash Flows 7
3
<PAGE>
STARLICON INTERNATIONAL CORPORATION
Balance Sheets
June 30, 1997 and 1998
ASSETS
(Dollars In Thousands)
1997 1998
Current Assets
Cash $ $ 30
Accounts receivable, less $30 and $84
allowances for doubtful accounts and
returns, allowances and discounts in 1998 721 1,034
Inventories 13 434
Prepaid expenses 9 4
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Total current assets 743 1,502
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Property and Equipment
Furniture and equipment 10 38
Leasehold improvements 9 25
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19 63
Accumulated depreciation 1 11
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18 52
Trademark, less $24
accumulated amortization 106
Due from Luna 26
Due from Hwang 17
Hwang note 116
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265
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$ 761 $ 1,819
========= =========
4
<PAGE>
STARLICON INTERNATIONAL CORPORATION
Balance Sheets
June 30, 1997 and 1998
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars In Thousands)
1997 1998
Current Liabilities
Bank overdrafts $ 48 $ 211
Accounts payable 109 433
Deferred revenues 210
Due RTC 32
Due Yin 100
Accrued payroll 25
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Total current liabilities 157 1,011
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Commitments and contingencies
Stockholders' Equity
Common stock, no par value 1,000,000
shares authorized, 1,000 shares issued 600 600
Additional paid-in-capital 728
Retained earnings (Accumulated deficit) 4 (520)
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Total stockholders' equity 604 808
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$ 761 $ 1,011
========= =======
5
<PAGE>
STARLICON INTERNATIONAL CORPORATION
Statements of Operations and Retained Earnings
(Accumulated Deficit)
Nine Months Ended June 30, 1997 and Year Ended June 30, 1998
(Dollars In Thousands)
1997 1998
Net sales $ 15,058 $ 24,638
Cost of goods sold 14,844 24,229
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Gross profit 214 409
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Salaries and wages 128 498
Rent 17 50
Trademark amortization 24
Other expenses 67 369
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212 941
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Operating income (loss) 2 (532)
Interest income 2 8
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Net income (loss) 4 (524)
Retained earnings-beginning of period Nil 4
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Retained earnings (Accumulated deficit)
- - -end of period $ 4 $ (520)
========= =========
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<PAGE>
STARLICON INTERNATIONAL CORPORATION
Statements of Cash Flows
Nine Months Ended June 30, 1997 and Year Ended June 30, 1998
(Dollars In Thousands)
1997 1998
Operating cash flows
Net income (loss) $ 4 $ (532)
Depreciation and amortization 1 30
Receivables change (721) (313)
Inventory change (13) (70)
Prepaid expenses change (9) 74
Accounts payable change 109 (28)
Deferred revenues change 65
Accrued payroll change 25
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Cash used by operations (629) (749)
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Investing cash flows
Property acquisitions 19 1
Luna advance 26
Other assets 4
Paradise cash acquired (42)
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Cash used (provided) by investing activities 19 (11)
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Financing cash flows
Common stock issued 600 0
RTC receivables collected 588
Yin advances 100
Shareholders' capital contribution 40
Reduction in due RTC (123)
Bank overdrafts 48 163
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Cash provided by financing activities 648 768
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Change in cash Nil 30
Cash - beginning of period Nil Nil
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Cash - end of period $ Nil $ 30
========== ==========
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<PAGE>
EXHIBIT 27.2 - RELIALOGIC TECHNOLOGY CORPORATION
UNAUDITED FINANCIAL STATEMENTS AND PRO-FORMAS
RELIALOGIC TECHNOLOGY CORPORATION
FINANCIAL STATEMENTS
JULY 31, 1997
TABLE OF CONTENTS
Balance Sheet 9-10
Statement of Operations and Accumulated Deficit 11
Statement of Cash Flows 12
8
<PAGE>
RELIALOGIC TECHNOLOGY CORPORATION
Balance Sheet
July 31, 1997
ASSETS
Current Assets
Cash $ 41,689
Accounts receivable less $30,000 allowance for
doubtful accounts 588,494
Inventory 351,390
Due from officers 17,163
Prepaid expenses 18,872
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Total current assets 1,017,608
Property and Equipment
Equipment 49,138
Leasehold improvements 20,092
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69,230
Accumulated depreciation and amortization 25,986
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43,244
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Other receivables 32,502
Hwang note 109,444
Trademark net of $20,000 in accumulated amortization 130,000
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271,946
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$1,332,798
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<PAGE>
RELIALOGIC TECHNOLOGY CORPORATION
Balance Sheet
July 31, 1997
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $ 452,326
Due Osicom 125,245
Due others 8,775
Deferred revenue 145,000
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Total current liabilities 731,246
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Commitments and contingencies
Stockholder's Equity
Common stock, no par value
1,000,shares authorized, 1,000 issued 6,189
Additional-paid-in-capital 944,044
Accumulated deficit (348,781)
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Total stockholder's equity 601,452
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$1,332,798
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10
<PAGE>
RELIALOGIC TECHNOLOGY CORPORATION
Statement of Operations and Accumulated Deficit
Ten Months Ended July 31, 1997
Net sales $2,840,714
Cost of goods sold 2,230,347
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Gross margin 610,367
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Expenses
Professional fees 39,333
Salaries and wages 172,222
Travel and entertainment 110,340
Depreciation and amortizatione 298,662
Telephone 27,594
Other 93,815
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741,966
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Net loss 131,599
Accumulated deficit-beginning of period 217,182
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Accumulated deficit-end of period $ 348,781
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11
<PAGE>
RELIALOGIC TECHNOLOGY CORPORATION
Statement of Cash Flows
Ten Months Ended July 31, 1997
Operating cash flows
Net loss $(131,599)
Adjustments to reconcile net loss
to cash provided by operations
Depreciation and amortization 298,662
Changes in operating assets
Accounts receivable (72,157)
Accounts payable 67,523
Inventory (270,962)
Prepaid expenses (12,572)
Accrued expenses (8,108)
Deferred revenue 145,000
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Cash provided by operations 15,787
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Investing cash flows
Property acquisitions 30,887
Trademark purchase 150,000
Other assets (41,554)
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Cash used by investing activities 139,333
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Financing cash flows
Osicom advances 125,245
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Cash provided by financing activities 125,245
Increase in cash 1,699
Cash - beginning of period 39,990
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Cash - end of period $ 41,689
==========
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<PAGE>
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 hereunto duly authorized.
UNICO, INC.
Date: September 15, 1998 BY: /s/ Fynna Bernardez
NAME: FYNNA BERNARDEZ
TITLE: Secretary
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