<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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): October 27, 1999
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 2. ACQUISITION OR DISPOSITION OF ASSETS
This Form 8-K/A is filed to amend the November 6, 1998 Form 8-K which
disclosed that the definitive agreement for the acquisition of Multiwave
Innovation Pte. Ltd. (Multiwave) by the Registrant had been signed, and
complements the Form 8-K/A filed on January 22, 1999 which contained the
audited financial statements of Multiwave. This Form 8-K/A discloses the
unaudited pro forma financial information for the combination of Multiwave and
the Registrant. The pro forma financial information is shown as Exhibit 2.3
herein.
(a) On October 27, 1998, the Registrant entered into a definitive agreement
to acquire 100% of shares outstanding of Multiwave, a Singapore company.
Multiwave, an engineering company with a focus on research and development, is
a pioneer in the design, development, production, and marketing of high
performance multimedia and Internet related products for brand name sales or
OEM contracts. Multiwave's products include modem cards, sound cards,
Internet set-top boxes and various other multimedia upgrade kits and
accessories. Multiwave markets products on a transcontinental scale with
sales in Japan, Australia, Malaysia, Korea, Hong Kong, most major European
countries, North America and Latin America. This acquisition will provide
the Registrant's distribution company, Paradise Innovations, Inc., with rapid
access to new and exciting products.
The purchase price of $5,000,000 shall be paid by the Registrant to Seller by
issuing the Registrant's "restricted" common stock as that term is defined in
Rule 144 promulgated under the Securities Act of 1933. The number of shares
issued to Seller (rounded upwards to the nearest whole number) was derived by
dividing the Base Purchase Price as defined in the "Stock Purchase Agreement"
("Agreement", Exhibit 2.1), by the "Weighted Average Price" of the
Registrant's stock. As used in the Agreement, "Weighted Average Price" was
the weighted average of the bid and offer prices of the Registrant's stock on
NASDAQ from the date of the signing of the Letter of Intent to the date
immediately preceding the execution of the Agreement, provided that such
Weighted Average Price shall not: (i) exceed 130% of the weighted average of
the bid and offer prices of The Registrant's stock on the 7th day of July,
1998 (the "Weighted Reference Price"); or (ii) be less than 70% of the
Weighted Reference Price. No fractional Shares shall be issued.
The purchase price was calculated, in accordance with the Agreement to
comprise of the following amounts of the Registrant's shares to be distributed
to the Sellers of Multiwave, as follows:
Percentage of Dollar Portion of Number of
Name of Seller Purchase Price Purchase Price Shares
-------------- -------------- ----------------- ---------
Uraco Holdings Ltd. 67.27% US$ 3,363,500 1,606,940
NatSteel Electronics Ltd. 27.27 1,363,500 651,424
James Tan Meng Dong 3.33 166,500 79,547
Dr. Soo Jia Sian 2.13 106,500 50,881
-------------- -------------- ----------------- ---------
TOTAL 100.00% US$ 5,000,000 2,388,792
<PAGE>
The Company retained Cronkite & Kissell, Inc. (CKI), an unrelated Los
Angeles based firm, to appraise the fair market value of the restricted stock
the Company issued to the former shareholders of Multiwave to consummate the
acquisition. CKI is a financial advisory services firm specializing in the
valuation of businesses and business interests. The principals of the firm are
accredited senior appraisers of the American Society of Appraisers and each
has more than ten years of experience in the valuation consulting profession.
CKI appraised the shares issued to the former shareholders of Multiwave at a
fair market value of $2,000,000.
Prior to the acquisition, the Registrant's subsidiary Paradise Innovations,
Inc. purchased products from Multiwave Innovation, Inc. Following the
acquisition, Mr. James Tan and Dr. Soo Jia Sian will become employees of the
Registrant. There is no other relationship between the Registrant, its
affiliates and its officers and the Sellers, their affiliates and their
officers.
(b) Multiwave did not own any real estate nor manufacturing facilities. All
material physical property acquired in this transaction was employed in the
normal course of business and will continue to be so employed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired - Audited financial statements
of Multiwave were completed by the independent auditors of Multiwave on
January 21, 1999 and filed on Form 8-K/A on January 22, 1999.
(b) Pro Forma Financial Information - The pro forma financial information is
disclosed herein as Exhibit 2.3.
(c) Exhibits - Exhibits filed in conjunction with this report in accordance
with Item 601 Regulation S-B are as follows:
2.1 Stock Purchase Agreement dated as of October 27, 1998, filed on Form 8-K
on November 6, 1998, is incorporated by reference.
2.2 Audited financial statements of Multiwave dated January 21, 1999 filed on
Form 8-K/A on January 22, 1999, is incorporated by reference.
2.3 Unaudited pro forma financial information for the combination of Multiwave
with the Registrant.
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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: February 18, 1999 BY: /s/ Henry Tang
NAME: HENRY TANG
TITLE: Secretary
Exhibit 2.3 Unaudited Pro Forma Financial Information for the Combination of
Multiwave and the Registrant
The following pro forma balance sheet presents the effects of the
Multiwave acquisition as if it occurred on September 30, 1998. The pro forma
Balance sheet is not necessarily indicative of the financial position which
will be attained in the future. The pro forma information should be read in
conjunction with the historical financial statements of Unico as reported on
Form 10-KSB for the years ended June 30, 1997 and 1998 and on Form 10-QSB for
the three months ended September 30, 1998.
<PAGE>
Unico, Inc.
Pro Forma Condensed Consolidated Balance Sheet
September 30, 1998
(US$ 000)
<TABLE>
<CAPTION>
Unico
Before Pro Forma Pro Forma
Assets Acquisition Multiwave Adjustments Consolidated
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash $ 30 $ 1,360 $ $ 1,390
Accounts Receivable 805 3,128 (320)(d) 3,613
Inventories 348 5,075 5,423
Prepaid Expenses 91 128 219
Property and equip. - net 69 222 291
Goodwill (1,086)(c)
2,000 (a) 914
Hwang note 135 135
Old Unico investment 3,163 3,163
Other Assets 173 540 713
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$ 4,814 $ 10,453 $ 594 $ 15,861
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LIABILITIES AND
STOCKHOLDERS' EQUITY
Bank overdrafts $ 58 $ 193 $ $ 251
Accounts Payable 738 8,267 (320)(d) 8,685
Due Affiliates 2,235 (2,000)(b) 235
Other Liabilities 672 672
Deferred revenues 180 180
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Total liabilities 976 11,367 (2,320) 10,023
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2,000 (b)
2,000 (a)
Stockholders' Equity 3,838 (914) (1,086)(c) 5,838
(Deficiency)
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$ 4,814 $ 10,453 $ 594 $ 15,861
==============================================================================
</TABLE>
NOTES: (a) To reflect fair market value of stock issued to effect
acquisition.
(b) To record capital contribution by Uraco Holdings to Multiwave.
(c) To eliminate investment.
(d) To eliminate inter-company payable and receivable.
<PAGE>
Unico, Inc.
Pro Forma Statement of Operations (Unaudited)
These pro-forma consolidated statements of operations present the
effects of the Multiwave acquisition as if it occurred on July 1,
1997.
Year Ended June 30, 1998 (US$ 000)
<TABLE>
<CAPTION>
Unico
Before Pro Forma Pro Forma
Acquisition Multiwave Adjustments Consolidated
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $24,638 $8,571 $ $33,209
Cost of sales 24,229 7,842 32,071
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Gross profit 409 729 1,138
Operating expenses 953 2,406 3,359
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Operating (loss) (544) (1,677) (2,221)
Other income (charges) 8 (352) (183)(a) (527)
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Net (loss) $(536) $(2,029) $(183) $(2,748)
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Basic (loss) per share $(0.0489) $(0.8494) $(0.2060)
==============================================================================
Weighted average
shares outstanding 10,950,200 2,388,792 13,338,992
</TABLE>
NOTE: (a) To amortize goodwill over five years.
<PAGE>
Unico, Inc.
Pro Forma Statement of Operations (Unaudited, continued)
Three Months Ended September 30, 1998 (US$ 000)
<TABLE>
<CAPTION>
Unico
Before Pro Forma Pro Forma
Acquisition Multiwave Adjustments Consolidated
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<S> <C> <C> <C> <C>
Revenues $ 5,075 $6,865 $(381)(b) $11,559
Cost of sales 4,795 6,117 (381)(b) 10,531
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Gross profit 280 748 1,028
Operating expenses 403 881 1,284
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Operating (loss) (123) (133) (256)
Other income (charges) 2 369 (46)(a) 325
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Net (loss) $(121) $ 236 $ (46) $ 69
==============================================================================
Basic (loss) per share $(0.0096) $(0.0988) $(0.0046)
==============================================================================
Weighted average
shares outstanding 12,623,428 2,388,792 15,012,220
</TABLE>
NOTE: (a) To amortize goodwill over five years.
(b) To eliminate inter-company sales.
