<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended May 31, 1996 Commission file number 0-15671
------------ -------
UNICOMP, INC.
(Exact name of Registrant as specified in its charter)
COLORADO
(State or other jurisdiction of 84-1023666
incorporation or organization) (I.R.S. Employer Identification No.)
1800 SANDY PLAINS PKWY., SUITE 305
MARIETTA, GA 30066
(Address of principal executive offices) (zip code)
Registrant's telephone number: (770) 424-3684
Indicate by check mark whether the registrant (1) has filed all reports
required to be files by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
The number of shares outstanding of the registrant's Common Stock as of July
12, 1996 was 5,248,232.
================================================================================
<PAGE> 2
UNICOMP, INC.
Index
<TABLE>
PART I. FINANACIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of May 31, 1996
and February 29, 1996 3
Consolidated Statements of Operations for the
three months ended May 31, 1996 and 1995 5
Consolidated Statements of Cash Flows for the
three months ended May 31, 1996 and 1995 6
Notes to the Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Results
of Operations, Financial Conditions, and
Liquidity and Capital Resources 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures 13
Exhibit Index 14
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
___________________________________
UNICOMP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
May 31, 1996 and February 29, 1996
<TABLE>
MAY 31, FEBRUARY 29,
1996 1996
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 608,426 $ 1,261,153
Accounts and other receivables:
Trade, net of allowance of $120,965 and
$137,878 at May 31, 1996 and February 29, 1996, respectively 5,124,807 4,721,909
Related party receivables 321,228 404,478
Other Receivables 212,442 205,636
Inventories 615,808 715,944
Prepaid expenses 919,728 852,050
Other assets 311,561 171,396
----------- -----------
Total current assets 8,114,000 8,332,566
----------- -----------
Property and equipment, net 2,352,768 2,401,969
----------- -----------
Other assets:
Acquired and developed software, net of accumulated
amortization of $1,709,555 and $1,371,355 at May 31, 1996
and February 29, 1996, respectively 4,961,802 4,802,724
Goodwill, net of accumulated amortization of
$79,263 and $57,345 at May 31, 1996 and February 29, 1996,
respectively 672,571 694,489
Deferred Tax Asset 348,638 348,638
Other 10,449 91,667
----------- -----------
Total other assets 5,993,460 5,937,518
----------- -----------
Total assets $16,460,228 $16,672,053
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
3
<PAGE> 4
UNICOMP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS (CONTINUED)
May 31, 1996 and February 29, 1996
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 29,
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,717,100 $ 2,128,526
Accrued expenses 798,491 1,195,896
Deferred revenues 1,314,636 1,662,864
Line of credit 1,540,170 1,078,933
Income taxes payable 209,384 148,015
Other accrued taxes 319,780 393,915
Current portion of notes payable 472,473 375,105
----------- -----------
Total current liabilities 6,372,034 6,983,254
----------- -----------
Long-term liabilities:
Notes payable 982,811 1,072,926
Convertible notes 1,500,000 1,980,000
Deferred income taxes 524,934 519,109
----------- -----------
Total long-term liabilities 3,007,745 3,572,035
----------- -----------
Total liabilities 9,379,779 10,555,289
----------- -----------
Stockholders' equity:
Common stock: $.01 par value, authorized 25,000,000
issued and outstanding, 5,248,232 and 5,163,432 at
May 31, 1996 and February 29, 1996, respectively 52,482 51,634
Additional contributed capital 6,716,581 6,229,829
Retained earnings 936,194 475,636
----------- -----------
7,705,257 6,757,099
Less treasury stock (460,728) (460,554)
Cumulative translation adjustment (164,080) (179,781)
----------- -----------
Total stockholders' equity 7,080,449 6,116,764
----------- -----------
Total liabilities and stockholders' equity $16,460,228 $16,672,053
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
4
<PAGE> 5
UNICOMP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months ended May 31, 1996 and May 31, 1995
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MAY 31, 1996 MAY 31, 1995
<S> <C> <C>
Revenues:
Equipment and software $2,475,684 $2,419,197
Maintenance and support 3,408,351 2,502,282
---------- ----------
Total revenues 5,884,035 4,921,479
---------- ----------
Cost of sales:
Equipment and software 1,885,001 1,447,534
Maintenance and support 555,049 332,710
---------- ----------
Total cost of sales 2,440,050 1,780,244
---------- ----------
Gross profit 3,443,985 3,141,235
---------- ----------
Selling, general, and administrative 2,479,882 2,516,426
Depreciation expense 182,354 163,288
---------- ----------
Total operating expense 2,662,236 2,679,714
---------- ----------
Operating income 781,749 461,521
Other income (expense)
Other, net 9,298 71,518
Interest (92,804) (38,276)
---------- ----------
Other income (expense), net (83,506) 33,242
Income before provision for income taxes 698,243 494,763
---------- ----------
Provision for income taxes 237,683 48,136
---------- ----------
Net income $ 460,560 $ 446,627
========== ==========
Net income per share $ 0.09 $ 0.09
========== ==========
Weighted average number of shares 5,396,083 4,867,834
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
5
<PAGE> 6
UNICOMP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended May 31, 1996 and May 31, 1995
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MAY 31, 1996 MAY 31, 1995
<S> <C> <C>
Net cash provided (used) by operating activities:
Net income $ 460,560 $ 446,627
Adjustments to reconcile net income to net cash
used by operations:
Depreciation and amortization 542,472 374,471
Gain on sale of equipment (5,342)
Allowance for doubtful accounts (16,913) 21,206
Deferred taxes 5,825 75,000
Changes in assets and liabilities:
Accounts and other receivables (309,541) 98,739
Inventories 100,136 (261,980)
Prepaid expenses (67,678) (61,718)
Accounts payable (411,426) 146,130
Accrued expenses (397,405) (210,062)
Other accrued taxes (74,135) 16,174
Deferred revenues (348,228) (884,452)
Income taxes payable 61,369 (26,864)
Other (51,523) (507)
--------- ---------
Net cash used by operating activities (511,829) (267,236)
--------- ---------
Cash flow from investing activities:
Capital expenditures (127,811) (392,971)
Acquired and developed software (497,278) (365,322)
--------- ---------
Net cash used by investing activities (625,089) (758,293)
--------- ---------
Cash flow from financing activities:
Payments on notes payable (186,612) (61,228)
Proceeds from borrowing 622,102 832,969
Issuance of common stock, net 0 153,375
Reclassification of notes receivable from related party 0 82,000
--------- ---------
Net cash provided by financing activities 468,490 1,007,116
--------- ---------
Net decrease in cash (668,428) (18,413)
--------- ---------
Effect of exchange rates on cash 15,701 2,445
--------- ---------
Cash and cash equivalents at beginning of period 1,261,153 85,845
--------- ---------
Cash and cash equivalents at the end of the period $ 608,426 $ 69,877
========= =========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
6
<PAGE> 7
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In the opinion of management, the information furnished herein reflects all
adjustments which are necessary for the fair presentation of the results for
periods reported. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles has been omitted. It is suggested that these quarterly
consolidated financial statements and notes be read in conjunction with the
financial statements and notes included in the Annual Report on Form 10-K for
the fiscal year ended February 29, 1996.
2. SUPPLEMENTAL CASH FLOW INFORMATION
During the three months ended May 31, 1996, $480,000 of UniComp, Inc.'s
(the "Company's") convertible notes were converted into 84,800 shares of
common stock in non-cash transactions.
3. ACQUISITION OF SMOKY MOUNTAIN TECHNOLOGIES, INC.
On April 16, 1996, the Company completed its acquisition of Smoky Mountain
Technologies, Inc. ("Smoky Mountain") a software and hardware developer for the
financial transaction industry. The Company issued 500,000 shares of its common
stock for all of the outstanding common stock of Smoky Mountain. This
transaction has been accounted for as a pooling of interests, therefore, prior
period financial statements have been restated to reflect this merger.
Smoky Mountain prepared its financial statements on a December 31 year end.
Smoky Mountain's fiscal year end has been changed to the last day of February
to conform with the Company's year end. As a result, Smoky Mountain's results
of operations for the two months ended February 29, 1996 are not reflected in
the consolidated statements of operations or cash flows. Smoky Mountain's
loss for this period has been charged to retained earnings. Smoky Mountain's
results of operations for the two month period ended February 29, 1996, are
summarized as follows:
<TABLE>
<S> <C>
Revenues $184,000
Net loss (24,000)
</TABLE>
The stockholders' equity accounts have been adjusted to reflect the 149 shares
of Smoky Mountain preferred stock which were converted into 6,037 shares of
Smoky Mountain common stock. Adjustments have also been made to reflect the
conversion of all Smoky Mountain common stock into 500,000 shares of the
Company's common stock. No other adjustments were required to reflect the
consolidation of Smoky Mountain into the Company since the accounting policies
to Smoky Mountain prior to the transaction were substantially the same as the
Company's and prior to the date of the acquisition there were no transactions
between the companies.
7
<PAGE> 8
<TABLE>
COMMON STOCK PREFERRED STOCK
NUMBER OF SHARES AMOUNT NUMBER OF SHARES AMOUNT
--------------------------------------------------------
<S> <C> <C> <C> <C>
UniComp balance at February 29, 1996, as
previously reported 4,663,432 $ 46,634
Smoky Mountain balance at December 31,
1995, as previously reported 75,000 33,186 149 $ 149,000
Smoky Mountain net loss for the two months
ended February 29, 1996
Elimination adjustment (75,000) (33,186) (149) (149,000)
Shares issued to effect pooling of interests 500,000 5,000
--------------------------------------------------------
Balance at February 29, 1996, as restated 5,163,432 $ 51,634 0 $ 0
========================================================
</TABLE>
<TABLE>
<CAPTION>
ADDITIONAL RETAINED
ONTRIBUTED EARNINGS
CAPITAL (DEFICIT) TOTAL
---------------------------------------------------
<S> <C> <C> <C>
UniComp balance at February 29, 1996, as
previously reported $6,052,643 $548,492 $6,647,769
Smoky Mountain balance at December 31,
1995, as previously reported (48,702) 133,484
Smoky Mountain net loss for the two months
ended February 29, 1996 (24,154) (24,154)
Elimination adjustment 182,186 0
Shares issued to effect pooling of interests (5,000) 0
----------------------------------------------
Balance at February 29, 1996, as restated $6,229,829 $475,636 $6,757,099
==============================================
</TABLE>
Smoky Mountain's revenues and net income included in the Company's consolidated
statements of operation for the three months ended May 31, 1996 and 1995 are
summarized as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MAY 31, 1996
UNICOMP SMOKY MOUNTAIN TOTAL
--------------------------------------------
<S> <C> <C> <C>
Revenues 5,342,000 542,000 5,884,000
Net income 277,000 184,000 461,000
<CAPTION>
FOR THE THREE MONTHS ENDED MAY 31, 1995
UNICOMP SMOKY MOUNTAIN TOTAL
--------------------------------------------
<S> <C> <C> <C>
Revenues 4,827,000 94,000 4,921,000
Net income 527,000 (80,000) 447,000
</TABLE>
Smoky Mountain's revenues and net income included in the statement of
operations for the three months ended May 31, 1996, which occurred prior to the
acquisition date of April 16, 1996, is immaterial to the Company's consolidated
results of operations for that period.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS,
FINANCIAL CONDITIONS, AND LIQUIDITY AND CAPITAL RESOURCES:
The following discussion should be read in conjunction with the Company's
consolidated financial statements and notes thereto contained in Part I of this
report and with the Company's Annual Report on Form 10-K for the fiscal year
ended February 29, 1996. Except for the historical information contained
herein, this discussion contains forward-
8
<PAGE> 9
looking statements that are subject to risks and uncertainties including
economic, competitive and technological factors affecting the Company's
operations, markets, products, services and prices as well as other factors
discussed in Note 15 of the Notes to the Consolidated Financial Statements as
well as other factors contained in the Company's Annual Report on Form 10-K.
These and other factors may cause actual results to differ materially from
those anticipated.
OVERVIEW
UniComp, Inc. (the "Company") designs, develops, markets and provides packaged
application software (including migration tools), custom software applications,
computer equipment, and support and maintenance services. The Company's
products and services are designed to maintain and/or improve the technological
sophistication of its customer's mission critical applications, systems and
technical personnel. In particular, the Company's products and services
assist businesses and independent software vendors in the migration of their
systems and applications from proprietary to open platforms while maintaining
their investment in legacy code.
During the first quarter of fiscal year ending February 28, 1997, the Company
completed its acquisition of Smoky Mountain Technologies, Inc. ("Smoky
Mountain"). Smoky Mountain is a software and hardware developer for the
financial transaction industry whose applications provide the capability to
process credit, debit, check and other electronic transactions for the retail,
grocery, oil and gas, and hospitality industries. These applications are
commonly known as Universal Payment Software ("UPS"). The acquisition has been
accounted for by the pooling of interest method. As such, the consolidated
balance sheet as of February 29, 1996 and the consolidated results of
operations for the three months ended May 31, 1995 have been restated to
reflect the inclusion of Smoky Mountain.
The Company markets its products and services domestically and internationally.
For the three months ended May 31, 1996 and 1995, revenues from outside the
United States constituted 82.8% and 90.7%, respectively, of net revenues. The
majority of these revenues were from sales made and services rendered in the
United Kingdom.
The Company's revenues are principally generated from the sale of computer
equipment, software products, maintenance, implementation services and the
development of custom software applications. Gross margins can increase
significantly as the total license sales increase above the amortization of the
initial cost of development. The Company anticipates that overall gross
margins will improve as revenues from the sale of application software,
particularly the UNIBOL400 product, and Universal Payment Software systems
become a greater percentage of total revenues.
Cost of sales for software license revenues include the amortized portions of
each product's capitalized development costs, as well as any royalties payable
on embedded technologies. Cost of sales for computer equipment consist of the
actual cost of the products sold. Costs for maintenance, support and other
services include supplies and
9
<PAGE> 10
parts, subcontractors and other direct costs of delivering the products and
services except for the salary costs, which are included in Selling, General
and Administrative costs.
Selling, General and Administrative costs include salaries and related costs
for all staff (excluding capitalized product development), travel, internal
equipment costs, premises, marketing, as well as general office and
administrative costs. Although the Company expects the dollar amount of these
expenses to increase as the Company grows, it anticipates that these expenses
will stabilize or decrease as a percentage of net revenue.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED MAY 31, 1996 TO MAY 31, 1995
REVENUES
Revenues for the three months ended May 31, 1996 were $5,884,000 compared to
$4,921,000 for the three months ended May 31, 1995, an increase of $963,000, or
19.6%. Revenues from foreign operations, principally in the United Kingdom,
increased to $4,870,000 in 1996 from $4,527,000 in 1995, or 7.6%. The increase
in revenues from foreign operations was primarily attributable to increases in
equipment sales, maintenance services, and custom developed software and
implementation services. These increases were partially offset by a decrease
in software sales.
Revenues in the United States increased to $1,014,000 for the three months
ended May 31, 1996 from $394,000 for the comparable period a year ago, or
157.1%. The increase in revenues in the United States is principally due to
an increase of $448,000 to $542,000 for the three months ended May 31, 1996
from the newly acquired Smoky Mountain subsidiary from $94,000 for the
comparable period a year ago.
Equipment sales increased $248,000 (20.5%) to $1,462,000 for the three months
ended May 31, 1996 from $1,214,000 for the comparable period a year ago. The
increase in equipment sales is principally due to higher hardware sales arising
from revenues of ADVEC Ltd. (ADVEC) in the United Kingdom. The Company's
subsidiary, CMI acquired the hardware sales and maintenance contracts of ADVEC
in August, 1995. These contracts generated equipment sales of approximately
$274,000 in the quarter ended May 31, 1996, whereas there were none for the
comparable period a year ago.
Revenues from software sales declined slightly to $1,013,000 for the three
months ended May 31, 1996 compared to $1,162,000 for the comparable period a
year ago. Software sales from the Smoky Mountain division increased $420,000
to $514,000 from $94,000 in the prior year. This increase was offset
by a decrease in software sales in the United Kingdom, principally from the
Unibol division, of $567,000. Software sales of the Unibol Division declined
for the three months ended May 31, 1996, as compared to the prior year due to
a declining UNIBOL36 product demand and the lack of sales of its new product,
UNIBOL400. The roll-out of the UNIBOL400 product is taking longer than
orginally anticipated due to a longer than expected selling cycle to
Independent Software Vendors (ISV's) who will incorporate the UNIBOL400 product
into their existing software applications for resale to end users. Currently,
Unibol has over 25 ISV's worldwide who are marketing UNIBOL400 and the Company
expects end-user sales to commence next quarter.
10
<PAGE> 11
Maintenance and support services increased $619,000 (36.5%) to $2,318,000 for
the three months ended May 31, 1996 from $1,699,000 for the comparable period a
year ago due principally to an increase in revenues arising from the
acquisition of ADVEC in the United Kingdom in August 1995, and the Company's
gaining of an overall increased market share in Northern Ireland.
Custom developed software and implementation services increased $243,000
(28.6%) to $1,090,000 for the three months ended May 31, 1996 from $847,000
for the comparable period a year ago due principally to the Company's
subsidiaries gaining a higher market share of this business in Northern Ireland.
COST OF SALES
Cost of sales for equipment and software increased to $1,885,000 for the three
months ended May 31, 1996 from $1,448,000 for the comparable period a year
ago, or 30.2%. Gross profit from equipment and software sales declined to
23.9% in 1996 from 40.2% in 1995 due primarily to increased amortization on
capitalized software based on the first release of UNIBOL400 in the fourth
quarter of fiscal year ended February 29, 1996, and general declining margins
on the sale of equipment. The Company expects cost of sales to decrease as a
percentage of sales in the future due to higher revenues from software
products which have been released, whereas amortization on capitalized
software should remain at a relatively constant rate over the next year.
Cost of sales for maintenance and support increased to $555,000 for the three
months ended May 31, 1996 from $333,000 for the comparable period a year ago,
or 66.8%. Gross profit from maintenance and support declined to 83.7% in 1996
from 86.7% in 1995 due principally to more competitive market condition on
bids for renewed contracts.
OPERATING EXPENSES
Selling, general and administrative expenses remained fairly consistent at
$2,480,000 for the three months ended May 31, 1996 compared to $2,516,426 for
the three months ended May 31, 1995. Depreciation was $182,000 for the three
months ended May 31, 1996 as compared to $163,000 for the prior year
representing normal growth in assets compared to that of the entire business.
OTHER EXPENSES
Other expenses, net, were $83,500 for the three months ended May 31, 1996 as
compared to other income of $33,242 or the comparable period a year ago. The
interest expense component increased to $92,800 for the three months ended May
31, 1996 from $38,000 for the comparable period a year ago. The increase in
interest expense is due to the issuance of 7% convertible notes in December
1995. The proceeds for the convertible notes were used to acquire the rights
to certain development software to be embedded in the UNIBOL400 product and for
general working capital purposes. The Company also used some of the cash to
secure a mortgage in the United Kingdom related to the acquisition of a new
building for certain operations in Belfast, Northern Ireland.
TAXES
The effective income tax rate (income taxes expressed as a percentage of
pre-tax income) was 34.0% and 9.7% for the three months ended May 31, 1996 and
1995, respectively. As previously disclosed in the Company's most recent 10-K,
the Company became fully taxable in the first quarter of fiscal year ending
February 28, 1997 due to the elimination of
11
<PAGE> 12
the deferred tax valuation allowance in the prior year. This has resulted in
an increase in the tax provision of $190,000 for the first quarter, to
$238,000 in 1996 from $48,000 in 1995.
NET INCOME AND EARNINGS PER SHARE
Net income increased to $460,560 for the three month ended May 31, 1996 from
$446,627 for the same period a year ago. Earnings per share remained the same
at $.09 in both 1996 and 1995. Earnings per share for the three months ended
May 31, 1996 is based upon an increased number of shares outstanding due to the
effects of the number of shares that would be outstanding assuming the
conversion of options and warrants, the exercise of stock options, and the
conversion of $500,000 of convertible notes into shares of the Company's common
stock. In the prior year, the conversion effect of options and warrants
provided a dilution of less than 3% and therefore their effect was not included
in the weighted average number of shares.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended May 31, 1996, the Company used cash from operations
of $512,000 compared to $267,000 for the same period a year ago. This increase
is principally due to the final payment of $300,000 during the first quarter
ended May 31, 1996 related to the purchase of the rights to modify the source
code of a database which is embedded in the UNIBOL400 product.
During the three months ended May 31, 1996, the Company expended $128,000 for
capital improvements. Other significant investing expenditures in the first
quarter included capitalization of internally developed software of
approximately $498,000.
Significant sources of cash from financing activities include, additional
borrowings on the short term line of credit in the United Kingdom of $289,000
for general corporate purposes and borrowings of $366,000 in the United States
for working capital requirements of its newly acquired subsidiary, Smoky
Mountain.
During the three months ended May 31, 1996, $480,000 of the Company's
convertible notes were converted into 84,800 shares of the Company's common
stock. Management anticipates that the remainder of the holders of the
convertible notes will exercise their conversion options prior the end of the
year.
The Company believes that the cash generated from increased profitability
together with borrowings, if necessary, will be sufficient to meet its working
capital needs both on a short and long term basis. However, the Company's
capital needs will depend on many factors, including the Company's ability to
maintain the upward trend of profitable operations, the need to develop and
improve products, and various other factors. Depending on its working capital
requirements, the Company may seek additional financing through debt or equity
offerings in the private or public markets at any time. The Company's ability
to obtain additional financing will depend on its results of operations,
financial condition and business prospects, as well as conditions then
prevailing in the relevant capital markets.
SEASONALITY AND INFLATION
The Company's operations have not proven to be significantly seasonal, although
quarterly revenues and net income could be expected to vary. Although the
Company cannot accurately determine the amounts attributable thereto, the
Company has been affected by
12
<PAGE> 13
inflation through increased costs of employee compensation and other operating
expenses. The Company believes that these factors have not had a material
effect on the Company's operations or its financial condition.
PART II. OTHER INFORMATION
ITEMS 1,2,3, AND 4 ARE NOT APPLICABLE.
ITEM 5. OTHER INFORMATION
The former Chief Financial Officer's employment was terminated on May 31, 1996.
The Company is actively searching for a replacement and in the interim, Stephen
A. Hafer, President and Chief Executive Officer is serving as the Acting Chief
Financial Officer.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A Form 8-K dated April 16, 1996, was filed to announce the acquisition of
100% of the issued and outstanding capital stock of Smoky Mountain
Technologies, Inc., a North Carolina corporation, pursuant to a Stock Exchange
Agreement dated April 16, 1996.
A Form 8-K/A dated June 27, 1996 was filed to amend the Form 8-K mentioned
above to include the relevant financial statements and exhibits.
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 thereunto duly authorized.
UNICOMP, INC.
/s/ Stephen A. Hafer July 15, 1996
- ------------------------------ -------------------------
Stephen A. Hafer Date
Acting Chief Financial Officer
13
<PAGE> 14
UNICOMP, INC.
EXHIBIT INDEX
Financial Data Schedule(for SEC use only).
14