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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C, 20549
AMENDED SCHEDULE 13D/A
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
Kristin M. Cano, Law Offices of Kristin M. Cano, One Corporate Plaza,
Suite 110, Newport Beach, CA 92660 (949) 759-1505
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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
(1) Names of Reporting Persons I.R.S. Identification of Above Persons
(entities only)
Ike Suri
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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 India
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Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power 1,245,119
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(8) Shared Voting Power None
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(9) Sole Dispositive Power 1,955,119
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(10) Shared Dispositive Power None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,119
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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) 1,245,119
Common Stock and 710 Preferred Stock (Convertible into 710,000 shares of Common
Stock), in the aggregate representing 15.5% 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 10 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) Ike Suri
(b) 1601 Sepulveda Blvd., Suite 243, Manhattan Beach, California 90266.
(c) President of Azemuth Inc. whose principal address is 1601 N.
Sepulveda Blvd., Suite 243, Manhattan Beach, California 90266. Azemuth Inc. is
involved in investing on its own behalf in private and public companies and,
additionally, provides strategic business planning consulting services to
businesses.
(d) No
(e) No
(f) India
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Suri, in early 1997, using personal funds, became a shareholder 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 withdraw its Complaint.
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. Suri holds of record or
beneficially 1,245,119 shares of common stock and 710 shares of Series A
Preferred Stock which is convertible into 710,000 shares of Common Stock. These
share holdings attributed to Mr. Suri, consist of shares issued to two Company's
of which Mr. Suri is the owner or holds a controlling interest. These shares
include 697,500 common shares and 710 Series A Preferred shares to Corinthian
Partners, and 547,619 common shares to Azemuth, Inc. Both companies report the
same address as that shown for Mr. Suri. The 547,619 shares of restricted Common
Stock issued to Azemuth, Inc., was compensation for consulting services
performed in connection with the transaction.
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, 1,245,119 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, or
record or beneficially 17.4% 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 15.5% 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.
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(b) Reporting person has the sole power to direct the vote and
disposition of the shares covered by this report.
(c) The acquisition of all of the securities described in Item 3 were
not 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
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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
10.2 Professional Services Agreement- Azemuth, Inc.
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.
Dated: December 9, 1998 /s/ IKE SURI
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Ike Suri
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EXHIBIT 10.2
[LETTERHEAD OF AZEMUTH INCORPORATED]
December 27, 1997
Mr. William Hagler
UNICO, Inc.
1921 Bloomfield Blvd.
Farmington, NM 87401
Dear Mr. Hagler:
This is to confirm our agreement to the effect that if you directly
or indirectly acquire all or part of a business or entity which is brought to
your attention as a result of our efforts (whether such acquisition is in the
form of a merger, an acquisition of assets or stock, a joint venture or any
other form, and whether it be in a single transaction or in a series of
transactions), you shall pay to us a fee equal to:
5% of the total purchase price. For purposes of the foregoing, the
following shall be considered to be part of the purchase price: contingent
future payments (based upon future profits or otherwise) paid to the seller
or any of its stockholders, partners or other principals; assumed
liabilities, payments for noncompets covenants paid to the seller or any of
its stockholders, partners or other principals; the net value of any
current assets (e.g., cash and cash equivalents, inventories and
receivables) which are not acquired by you; and the net value of the excess
benefits which are realized by the seller or any of its stockholders,
partners or other principals as a result of contractual arrangements
providing for benefits to it which are greater than those which would be
available to it on an arm's length basis.
In the event that the purchase price is paid in whole or in part in the
form of securities, the value of such securities, for purposes of
calculating our fee, shall be equal to the per share value of the
securities as applied to the purchase price of such transaction. Shares
issued pursuant to the foregoing shall have piggyback registration rights.
The foregoing fee shall be paid to us, in full, at such time or times as the
transaction to which it relates is consummated. If the aggregate purchase price
may be increased by contingent payments, or if a portion of the purchase price
is paid into escrow, the portion of our fee relating thereto shall be
calculated and paid when and as such contingent payments are made, or when such
portion of the purchase price is released from escrow, as the case may be.
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If a proposed transaction is not consummated for any reason other than a
willful breach of contract by you (in which case we will be entitled to our
compensation hereunder), no amounts shall be payable to us hereunder. You shall
not be responsible for any costs or expenses which may be incurred by us in
connection with our efforts hereunder, nor shall we be responsible for any of
your costs or expenses; provided, however, that you shall reimburse us for any
out-of-pocket expenses (including, but not limited to, reasonable counsel fees)
which we may incur in connection with the enforcement of our rights hereunder.
This agreement may be terminated by either of us, at any time, upon at
least ten day's prior written notice to the other (which shall be sent by
postage prepaid certified mail, return receipt requested, to the address set
forth above or to such other address as may be designated by either of us to the
other by like notice); provided, however, that notwithstanding such termination,
your obligations to us under this agreement shall remain in full force and
effect with respect to all businesses and entities (i) which were brought to
your attention as a result of our efforts while this agreement was in effect and
(ii) with respect to which an acquisition transaction is consummated within two
years following the termination of this agreement.
The identity of any potential acquisition candidate which is brought to
your attention as a result of our efforts shall not be disclosed by you (while
this agreement is in effect or thereafter), except to the extent that such
disclosure is necessary in order to enable you to evaluate your interest therein
(and in such case, such disclosure shall only be made to a party who agrees to
keep such information confidential). This agreement (1) may only be modified by
a written instrument which is executed by both of us, (2) shall be governed by
the laws of the State of California applicable to contracts made and to be
wholly performed therein, (3) constitutes our entire agreement with respect to
the subject matter hereof, and (4) shall be binding upon, and inure to the
benefit of, both of us and our respective successors and assigns.
If this letter correctly reflects our understanding, please sign the
enclosed copy thereof and return it to us, at which time it will become our
binding agreements with respect to the subject matter hereof.
Azemuth, Inc.
By: /s/ IKE SURI
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Ike Suri, President
Agreed to and accepted as of
the date above written:
UNICO, Inc.
By: /s/ WILLIAM M. HAGLER
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William M. Hagler, President
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