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UNICOMP INC.
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT*
TO BE HELD JANUARY 21, 1997
To the Shareholders of UniComp, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of UniComp,
Inc. (the "Company") will be held at 1850 Parkway Place, Suite 925, Marietta,
Georgia 30067, on January 21, 1997, at 2:00 P.M., Eastern Standard Time for the
following purposes:
1. To elect the directors of the Company for a one year term, or
until their successors are elected and qualified;
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on November 29, 1996
as the record date for the determination of shareholders entitled to notice of
and to vote at this Annual Meeting. Only holders of Common Stock at the close
of business on the record date will be entitled to vote at the Annual Meeting.
Please sign, date, and return your proxy in the enclosed envelope so that
your shares may be voted at the meeting. If the shares are held in more than
one name, all holders of record must sign. If you plan to attend the Annual
Meeting, please notify me so that identification can be prepared for you. Thank
you for your interest and consideration.
By Order of the Board of Directors,
Mary Ann Culpepper,
Corporate Secretary
THE VOTE OF EACH SHAREHOLDER WILL BE IMPORTANT AT THIS MEETING. YOU ARE URGED
TO COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. SUCH ACTION WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON SHOULD YOU
CHOOSE TO ATTEND THE MEETING.
*Approximate date of mailing to shareholders: December 9, 1996
<PAGE>
UNICOMP, INC.
1850 Parkway Place
Suite 925
Marietta, Georgia 30067
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held January 21, 1997
------------------------
This Proxy Statement is furnished in connection with the solicitation of Proxies
by the Board of Directors of UniComp, Inc., a Colorado corporation (the
"Company") to be voted at the Annual Meeting of Shareholders to be held on
January 21, 1997 and any adjournments thereof. The Meeting of Shareholders will
be held at 1850 Parkway Place, Suite 925, Marietta, Georgia 30067, at 2:00 P.M.,
Eastern Standard Time. Solicitations will be made by mail (beginning
approximately December 9, 1996) and expenses in connection with the solicitation
will be borne by the Company.
VOTING OF PROXIES
Proxies shall be voted in accordance with the directions of the shareholders and
will be voted by Stephen A. Hafer, Chief Executive Officer of the Company.
Unless otherwise directed, Proxies will be voted FOR the persons named below as
management's nominees for directors of the Company. Management knows of no
other matter or motion to be presented at the meeting. If any other matter or
motion should be presented at the meeting upon which a vote may be taken, it is
the intention of the persons named in the accompanying form of proxy to vote
such proxy in accordance with their judgment, including any matter or motion
dealing with the conduct of the meeting.
Any shareholder giving a proxy may revoke it at any time before it is exercised
by delivering written notice of revocation to the Company, by delivering a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. Employees of the Company may solicit
proxies by further mailing, by telephone, telegraph and facsimile machine, and
by personal conversation. No special compensation will be paid to such persons
for these tasks.
The Company may reimburse brokerage firms, other custodians, nominees,
fiduciaries and others for their out-of-pocket expenses in forwarding
solicitation material to the beneficial owners of the stock entitled to be voted
at the meeting.
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REQUIRED VOTE
The Company's Board of Directors has set the close of business, November 29,
1996 as the record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting. At such date, there were 6,808,219 shares
of the Company's Common Stock, par value $0.01 per share (hereinafter referred
to as "Common Stock") issued and outstanding, each of which entitles the holder
thereof to one vote on all matters which may come before the meeting.
The Company's By-Laws provide that the holders of a majority of the issued and
outstanding shares of the Company entitled to vote, represented in person or by
Proxy, constitute a quorum at any shareholders' meeting. All elections of
directors will be decided by a plurality of the votes cast at the meeting in
respect thereof. Present management, which beneficially holds 22.5% of the
aggregate of the Common Stock, has indicated its intention to vote in favor of
all directors. If no voting direction is indicated on the Proxy Card, the
shares will be considered votes FOR the election of the nominees for director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of November 29, 1996 certain information
regarding the beneficial ownership of the Common Stock by (i) each person known
by the Company to own beneficially more than 5% of the outstanding Common Stock;
(ii) each Director of the Company; (iii) the Company's Chief Executive Officer;
and (iv) all Directors and Executive Officers of the Company as a group. Unless
otherwise indicated, each person has sole voting and investment power with
respect to the shares shown. Pursuant to the rules of the Securities and
Exchange Commission (the "COMMISSION"), in calculating percentage ownership,
each person is deemed to beneficially own shares that such person is entitled to
purchase pursuant to options exercisable within sixty (60) days of the date of
this Proxy but options owned by others (even if exercisable within sixty (60)
days) are deemed not to be outstanding shares.
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING
SHARES
OF COMMON STOCK
Stephen A. Hafer (1) 1,314,050 19.0%
2133 Wood Glen Lane
Marietta, Georgia 30067
J. Patrick Henry (2) 226,374 3.3%
111 Montgomery Ferry Drive
Atlanta, Georgia 30309
Dr. Thomas Zimmerer 11,400 *
Box 70700
East Tennessee State University
Johnson City, Tennessee 37614
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Nelson J. Millar 3,200 *
81 Raven Hill Park
Belfast, Ireland BT60DG
Allen Plunk 0 *
555 Creekwood Crossing East
Roswell, GA 30076
All officers and 1,555,024 22.5%
directors as a group,
five people
__________________________________
(*) Less than 1%
(1) Includes shares held of record by Arccom Technologies, Inc. (289,000); of
which Mr. Hafer is President and sole shareholder; Linder Financial
Corporation (400,000), of which Mr. Hafer is Chairman of the Board and a
majority shareholder; Marta Hafer (20,000), Mr. Hafer's spouse; and Foutz &
Associates, Inc. (20,000), a company owned by Mr. Hafer's spouse. Also
includes 75,000 shares subject to options exercisable within 60 days of
November 30, 1996. Mr. Hafer possesses the sole voting and investment
power with respect to these shares.
(2) Includes 25,000 shares subject to options exercisable within 60 days of
November 30, 1996.
PROPOSAL 1
ELECTION OF DIRECTORS
GENERAL
At the Annual Meeting, the holders of Common Stock will elect the directors of
the Company. Each director will hold office until the next Annual Meeting or
until his successor is elected and qualified. Cumulative voting is not
permitted in the election of directors. IN THE ABSENCE OF INSTRUCTION TO THE
CONTRARY, THE PERSON NAMED IN THE ACCOMPANYING PROXY WILL VOTE IN FAVOR OF THE
PERSONS NAMED BELOW AS THE COMPANY'S NOMINEES FOR DIRECTORS OF THE COMPANY. All
of the nominees, with the exception of B. Michael Wilson, are presently members
of the Board of Directors. Each of the nominees has consented to be named
herein and to serve if elected. It is not anticipated that any nominee will
become unable or unwilling to accept nomination or election, but if such should
occur, the persons named in the proxy intend to vote for the election in his
stead of such other person as management of the Company may recommend.
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NOMINEES FOR DIRECTORS
The nominees for Directors of the Company and their ages as of November 30,
1996, are as follows:
NAME AGE
---- ---
Stephen A. Hafer 48
Patrick Henry 43
Nelson J. Millar 59
Thomas Zimmerer 55
B. Michael Wilson 40
STEPHEN A. HAFER. Mr. Hafer currently serves as the Company's Chairman of
the Board, President and Chief Executive Officer, positions he has held since
January 1993. From July 1990 to January 1993, Mr. Hafer was the Company's Chief
Financial Officer. Mr. Hafer has been Chairman of the Board of Linder Financial
Corporation, an asset-based lending company, since November 1994 and President
since September 1995. He has served as Treasurer of Foutz & Associates, a
public relations company, since 1981 and as President and Chairman of Arccom
Technologies, Inc., an investment holding company, since 1990. Mr. Hafer holds
a B.S. in Accounting from Florida State University.
J. PATRICK HENRY. Mr. Henry has been President of Unibol, Inc., which
controls the Company's North and South American UNIBOL operations, since January
1992 and a Director of the Company since 1992. Mr. Henry first joined the
Company in March 1991 as Vice President of Sales with seven years of data
processing experience as a Marketing Manager at Burroughs Corporation.
Mr. Henry holds a B.S. in Industrial Management from Georgia Institute of
Technology and an M.B.A. in Finance from Georgia State University.
NELSON J. MILLAR. Mr. Millar has been a Director of the Company since
November 1994. Mr. Millar has been the President and owner of Trafalgar
Management Consultants in Belfast, Northern Ireland since 1993. From September
1992 to May 1993, Mr. Millar acted as the Managing Director of the ICS Computing
Group Limited, the group of companies that the Company acquired in May 1993.
From 1976 to 1993, Mr. Millar was the Managing Director of CMI Limited, the
systems integration subsidiary acquired by the Company. Mr. Millar holds a
Higher National Diploma in Business Studies from Queens University in Belfast,
Northern Ireland, and is a member of the British Computer Society and Fellow of
the Institute of Directors.
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THOMAS ZIMMERER. Dr. Zimmerer has been a Director of the Company since May
1994. Dr. Zimmerer holds the Allen and Ruth Harris Chair of Excellence in
Business, and has served as Professor of Management, at East Tennessee State
University since 1993. Dr. Zimmerer co-founded Clemson University's Emerging
Technology and Marketing Center and has co-authored eight books and over 90
articles and professional papers. In addition, he has served as a consultant to
over 75 United States and foreign corporations. Dr. Zimmerer holds a B.S.B.A.
in Management and Economics from the American University in Washington, D.C., an
M.S. in Economics from Louisiana State University and a Ph.D. in Management from
the University of Arkansas.
B. MICHAEL WILSON. Mr. Wilson cofounded Smoky Mountain Technologies, Inc.
(Smoky Mountain) in October 1993, and currently serves as its President. Smoky
Mountain was acquired by the Company in April, 1996. Mr. Wilson previously
founded Lighthouse Technologies, Inc. in March 1992, which he merged into Smoky
Mountain in October 1993. Mr. Wilson was Manager of Research and Development
for SK Technologies Corporation from 1989 to 1992.
COMPENSATION OF DIRECTORS
Nonemployee Directors are reimbursed for all out-of-pocket expenses
incurred in attending meetings of the Board of Directors and committees thereof.
Nonemployee Directors are also eligible to participate in the Company's Director
Plan. Under the Director Plan, each nonemployee Director will receive an
option to purchase up to 10,000 shares of Common Stock upon his or her initial
appointment or election to the Board of Directors and an option to purchase
5,000 shares of Common Stock on March 1 of each year, beginning in fiscal year
1997 and ending in fiscal year 2006. All such options are immediately
exercisable on their date of grant.
COMMITTEES, MEETINGS AND VOTES
During the fiscal year ended February 29, 1996, the Company's Board of
Directors met five (5) times. Each incumbent Director was in attendance at each
of these meetings. The Company's Board of Directors has established a
Compensation Committee, consisting of all members of the Board, and an Audit and
Nominating Committee, consisting of Mr. Millar, Dr. Zimmerer and Mr. Hafer.
The Compensation Committee establishes the Company's general compensation
policies, compensation plans and specific compensation levels for its Chief
Executive Officer, and administers the LTI Plan. The Compensation Committee
met once (1) during the fiscal year ended February 29, 1996. Each incumbent
member was in attendance at the meeting.
The Audit and Nominating Committee recommends the appointment of the
Company's independent auditors and reviews the Company's corporate accounting
and reporting practices, internal accounting controls, audit plans and results,
investment policies and financial results. The Audit and Nominating Committee
also makes recommendations to the Board of Directors concerning candidates for
election as directors. This Committee will consider nominees recommended by
shareholders for election as a Director. Such recommendations should be sent to
the Secretary of the Company for presentation to this Committee. The Audit and
Nominating Committee met once (1) during the fiscal year ended February 29,
1996. Each incumbent member of the Committee was in attendance at the meeting.
6
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DIRECTOR PLAN
GENERAL. The Director Plan was adopted by the Company's Board of Directors
in September 1996 and became effective upon adoption. The Director Plan
provides for the grant of non-qualified stock options to all nonemployee
Directors of the Company pursuant to an automatic, nondiscretionary grant
mechanism. The Company has reserved 150,000 shares of Common Stock for grants
under the Director Plan.
SUMMARY. The Board of Directors believes that the Director Plan will
promote the Company's success and enhance its value by (i) strengthening the
Company's ability to attract and retain the services of experienced and
knowledgeable persons as nonemployee Directors of the Company and (ii) linking
the personal interests of nonemployee Directors to those of the Company's
shareholders. A committee may be appointed by the Board of Directors to
administer the Director Plan. Such committee would have the full power and
discretion to interpret and administer the Director Plan, but would not have the
authority to determine eligibility or to (i) determine the number, exercise
price or vesting period of options granted or (ii) take any action that would
result in grants under the Director Plan not being treated as "formula grants"
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").
ELIGIBILITY. Only nonemployee Directors are eligible under the Director
Plan. Two Directors are currently eligible to participate in the Director Plan.
TERMS OF OPTIONS. The exercise price of options granted to nonemployee
Directors must be 100% of the fair market value of the Common Stock on the day
before the date of grant. The consideration for exercising options granted to
nonemployee Directors may only consist of cash, cash equivalents, or previously
acquired shares of Common Stock having a fair market value at the time of
exercise equal to the total option price. Options granted have a ten-year term,
unless the option is earlier terminated, forfeited or surrendered pursuant to
provisions of the Director Plan. Options granted may be exercised under the
Director Plan on or after the grant date.
Each person who first becomes a nonemployee Director of the Company on or
after the effective date of the Director Plan will automatically be granted an
option to purchase up to 10,000 shares of Common Stock as of the date he or she
becomes a Director. Additionally, each individual who is a nonemployee Director
on March 1, 1997, and each anniversary date thereafter through and including
March 1, 2005, will automatically be granted an option to purchase 5,000 shares
of Common Stock.
If a Director ceases to serve as a Director because of death or disability,
the options previously granted to him or her under the Director Plan will remain
exercisable for one year after the director's date of death or disability, or
until the options' scheduled expiration date, whichever is earlier. If a
Director ceases to be a Director for any reason other than death or disability,
the options previously granted to him or her under the Director Plan will remain
exercisable for 90 days after the Director's service on the Board terminates, or
until their scheduled expiration date, whichever is earlier.
7
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EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company to its Chief Executive Officer for each of the fiscal years
in the three year period ended February 29, 1996. No executive officer of the
Company, other than the Chief Executive Officer, received total compensation in
excess of $100,000 for the fiscal year ended February 29, 1996.
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION
------------
FISCAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) COMPENSATION ($)(1)
--------------------------- ---- --------- -------------------
Stephen A. Hafer . . . . . . . . . . . 1996 $100,000 $ 0
President and Chief Executive Officer 1995 63,000 12,000
1994 10,500 12,000
_______________
(1) Mr. Hafer received $1,000 per month as a Director of the Company for fiscal
years 1994 and 1995.
STOCK OPTION GRANTS
The Company did not grant any stock options to its executive officers in
the fiscal year ended February 29, 1996.
STOCK OPTION VALUES
The following table sets forth, as of February 29, 1996, certain
information regarding unexercised options held by the Chief Executive Officer.
As of that date, no stock options had been exercised by the Chief Executive
Officer.
1996 FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END(#) FISCAL YEAR-END ($)(1)
----------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- --------------- ----------- -------------
Stephen A. Hafer. . . 37,500 112,500 $185,250 $555,750
___________________
(1) Represents the closing sale price of the Common Stock on February 29, 1996
of $8.25 per share, minus the per share exercise price of the options
multiplied by the number of shares issuable upon exercise of the options.
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LONG-TERM INCENTIVE PLAN
In 1993, the Company adopted the LTI Plan to assist the Company in securing
and retaining key employees and consultants. The LTI Plan authorizes grants of
incentive stock options, nonqualified stock options, stock appreciation rights
("SARs"), restricted stock, performance shares and dividend equivalents to
officers and key employees of the Company and outside consultants to the
Company. There are 1,037,500 shares of Common Stock available for issuance
under the LTI Plan.
The LTI Plan is administered by the Compensation Committee of the Board of
Directors. The Compensation Committee determines the total number and types of
awards granted in any year, the number and selection of employees or consultants
to receive awards, the number and type of awards granted to each grantee and the
other terms and provisions of the awards, subject to the limitations set forth
in the LTI Plan.
STOCK OPTION GRANTS. The Compensation Committee has the authority to
select employees who are subject to the provisions of Section 16 of the Exchange
Act who are to receive options under the LTI Plan and to specify the terms and
conditions of each option so granted (incentive or nonqualified), the exercise
price (which must be at least equal to the fair market value of the Common Stock
on the date of grant with respect to incentive stock options), the vesting
provisions and the option term. The Company's Chief Executive Officer has
similar authority with respect to employees who are not subject to the
provisions of Section 16 of the Exchange Act. Unless otherwise provided in the
option grant, options granted under the LTI Plan expire ten years from the date
of grant or, if earlier, 30 days after the optionee's termination of service
with the Company, other than by reason of death or disability, 12 months after
the optionee's disability or 15 months after the optionee's death. As of
November 30, 1996, options to purchase 832,500 shares of Common Stock were
outstanding under the LTI Plan at a weighted average exercise price of $4.15 per
share, options to purchase 162,500 shares of Common Stock had been exercised at
a weighted average exercise price of $3.40 per share, and 205,000 shares of
Common Stock remained available for grant under the LTI Plan.
STOCK APPRECIATION RIGHTS. The Compensation Committee may grant SARs
separately or in tandem with a stock option award. A SAR is an incentive award
that permits the holder to receive (per share covered thereby) an amount equal
to the amount by which the fair market value of a share of Common Stock on the
date of exercise exceeds the fair market value of such share on the date the SAR
was granted. Under the LTI Plan, the Company may pay such amount in cash, in
Common Stock or in a combination of both. Unless otherwise provided by the
Compensation Committee at the time of grant, the provisions of the LTI Plan
relating to the termination of employment of a holder of a stock option will
apply equally, to the extent applicable, to the holder of a SAR. A SAR granted
in tandem with a related option will generally have the same terms and
provisions as the related option with respect to exercisability. A SAR granted
separately will have such terms as the Compensation Committee may determine,
subject to the provisions of the LTI Plan. As of November 30, 1996, no SARs
had been granted under the LTI Plan.
RESTRICTED STOCK AWARDS. The Compensation Committee is authorized under
the LTI Plan to issue shares of restricted Common Stock to eligible participants
on such terms and conditions and subject to such restrictions, if any, as the
Compensation Committee may determine. As of November 30, 1996, no restricted
stock awards had been granted under the LTI Plan.
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PERFORMANCE SHARES. The Compensation Committee is authorized under the LTI
Plan to grant performance shares to selected employees. Typically, each
performance share will be deemed to be the equivalent of one share of Common
Stock. As of November 30, 1996, no performance shares had been granted under
the LTI Plan.
DIVIDEND EQUIVALENTS. The Compensation Committee may also grant dividend
equivalents in conjunction with the grant of options or SARs. Dividend
equivalents entitle the holder to receive an additional amount of Common Stock
upon the exercise of the underlying option or SAR. As of November 30, 1996, no
dividend equivalents had been granted under the LTI Plan.
OTHER STOCK-BASED AWARDS. The Compensation Committee may also grant other
awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Common Stock, as deemed by the
Compensation Committee to be consistent with the purposes of the LTI Plan. As
of November 30, 1996, no such stock-based awards have been granted.
401(k) PLAN
In February 1996, the Board of Directors approved a regional prototype
defined contribution 401(k) profit-sharing plan and trust (the "401(k) PLAN")
that is intended to qualify under Section 401(a) of the Internal Revenue Code of
1986, as amended (the "CODE"). To be eligible to participate in the 401(k) Plan
(the "PLAN ELIGIBILITY REQUIREMENTS"), an employee must be 21 years of age and
have completed 1,000 hours of service that are credited on the anniversary date
of the employee's hiring. After satisfying the Plan Eligibility Requirements,
employees of the Company may enroll in the 401(k) Plan on any January 1 or
July 1. A participating employee, by electing to defer a portion of his or her
compensation, may make pretax contributions to the 401(k) Plan, subject to
limitations under the Code, of a percentage (not to exceed 12%) of his or her
total compensation. The Company contributes 50% of every dollar the participant
contributes up to a total of 2% of the participant's gross compensation.
Participant contributions and earnings are 100% vested at all times, while
Company-matching contributions vest in 20% increments over a five-year period
beginning one year after the Company's matching contribution. Participants may
alter their contribution amounts as of any January 1 or July 1. Employees are
responsible for directing the investments of all assets in their individual
account. Contributions may be withdrawn, with possible penalties for certain
early withdrawals, only after (i) the employee reaches age 59 1/2, (ii) the
employee's retirement with the Company, (iii) the employee's death or
disability, (iv) the termination of the employee's employment with the Company,
or (v) the termination of the 401(k) Plan. The Company pays all expenses
associated with the 401(k) Plan.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(d) during the most recent fiscal year
and Forms 5 and amendments thereto furnished to the Company with respect to its
most recent fiscal year, the Company is not aware of any director, officer,
beneficial owner of more than 10% of any class of equity securities of the
company that failed to file on a timely basis, as disclosed in the above Forms,
reports required by Section 16(a) during the most recent fiscal year or prior
years.
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COMPENSATION COMMITTEE REPORT
The following report shall not be deemed incorporated by reference into any
filing under the 1993 Act or under the Securities Exchange Act of 1934 (the
"1934 Act"), except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
either the 1933 Act or the 1934 Act.
The Compensation Committee is composed of all members of the Board of Directors.
UniComp, Inc. operates in highly competitive business and competes
internationally for personnel at the executive and technical staff level.
Outstanding candidates are aggressively recruited, often at premium salaries.
Highly qualified employees are essential to the success of the Company. The
Company is committed to providing competitive compensation that helps attract,
retain, and motivate the highly skilled people it requires. The Committee
strongly believes that a considerable portion of the compensation for the Chief
Executive Officer and other top executives must be tied to the achievement of
business objectives and to business unit and overall company performance, both
current and long-term.
The salary of the Chief Executive Officer is established solely by the
Committee, while the salary of other executives is established by the Chief
Executive Officer. In establishing salaries for other executive officers, the
Committee considers relative Company performance, the individual's past
performance and future potential, and compensation for persons holding similarly
responsible positions at other companies in the software distribution and
development industries. The relative importance of these factors varies
depending upon the individual's responsibilities; all factors are considered in
establishing the salaries. Prime sources of information in determining
executive salaries are a survey published by Culpepper & Associates, a major
source for technology salary surveys and Coopers & Lybrand's annual salary
survey.
Respectfully submitted,
COMPENSATION COMMITTEE:
Stephen A. Hafer
John Patrick Henry
Nelson J. Millar
Dr. Thomas W. Zimmerer
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PERFORMANCE GRAPH(1)
The following graph shows a comparison of cumulative total returns for the
Company, the NASDAQ Stock Market -- U.S. Index ("NASDAQ Stock Market -- U.S.")
and the NASDAQ Computer & Data Processing Index ("NASDAQ Computer & DP") during
the period commencing in February, 1991 and ending in February, 1996. The
comparison assumes $100 was invested in February, 1991 in the Company's Common
Stock and in the NASDAQ Stock Market -- U.S. Index and the NASDAQ Computer &
Data Processing Index and assumes the reinvestment of all dividends, if any.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNICOMP INC., THE NASDAQ STOCK MARKET - US INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX
UniComp NASDAQ-US NASDAQ-Comp & DP
------- --------- ----------------
2/91 100 100 100
2/92 1,000 143 168
2/93 665 152 165
2/94 680 180 187
2/95 560 182 225
2/96 1,320 254 343
* $100 INVESTED ON 02/28/91 IN STOCK OR INDEX,
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING FEBRUARY 28.
- ---------------
(1)Note: This Section of this proxy statement shall not be deemed to be
incorporated by reference into any filing by the Company with the SEC under the
Securities Act of 1933 or the Securities Exchange Act of 1934, notwithstanding
any such incorporation by reference of any other portions of this proxy
statement.
12
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PROPOSALS OF SHAREHOLDERS FOR NEXT ANNUAL MEETING
The Company must receive proposals from shareholders on or before May 30, 1997,
in order to have such proposals evaluated for inclusion in the Proxy Statement
related to the Company's fiscal year ending February 28, 1997 Annual Meeting of
the Shareholders.
OTHER MATTERS
INDEPENDENT AUDITORS
Coopers & Lybrand, L.L.P. has served as the Company's independent certified
public accountant since December, 1993, and has audited the financial statements
of the Company for the fiscal years ended February 28, 1994, 1995 and 1996. The
Company's Board of Directors has again appointed Coopers & Lybrand, L.L.P. to
serve as the Company's auditor for the fiscal year ending February 28, 1997. At
present, no representative from Coopers & Lybrand, L.L.P. plans to attend the
Annual Meeting.
OTHER MATTERS BEFORE THE MEETING
Management knows of no other matters which are likely to be brought before the
Annual Meeting. If any other business requiring a vote of the shareholders
should properly come before the Annual Meeting, the proxies will be voted by the
persons named herein in accordance with their judgment in such matters.
ANNUAL REPORTS ON FORM 10-K
The Annual Report on Form 10-K for the fiscal year ended February 29, 1996 has
been enclosed with this Proxy Statement. Unless specifically indicated in this
Proxy Statement, the Annual Report is not incorporated in the Proxy Statement
and is not considered as part of the soliciting material.
UniComp, Inc.
Mary Ann Culpepper
Corporate Secretary
Marietta, Georgia
December 9, 1996
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UNICOMP, INC. PROXY
FOR USE BY HOLDERS OF COMMON STOCK
UniComp, Inc.
1850 Parkway Place
Suite 925
Marietta, GA 30067
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE UNDERSIGNED
HEREBY APPOINTS STEPHEN A. HAFER AS PROXY WITH THE POWER TO APPOINT HIS
SUBSTITUTE, AND HEREBY AUTHORIZES HIM TO REPRESENT AND TO VOTE, AS DESIGNATED
BELOW, ALL SHARES OF COMMON STOCK OF UNICOMP, INC. HELD OF RECORD BY THE
UNDERSIGNED ON NOVEMBER 30, 1996, AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON JANUARY 21, 1997 OR ANY ADJOURNMENT THEREOF.
1. PROPOSAL TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF DIRECTORS. The
security holder may withhold authority to vote for any nominee by lining
through or otherwise striking through the name of said nominee.
( ) FOR all nominees listed below (except as marked to the contrary
below):
( ) WITHOUT AUTHORITY to vote for all nominees listed below:
STEPHEN A. HAFER J. PATRICK HENRY THOMAS W. ZIMMERER NELSON MILLAR
B. MICHAEL WILSON
2. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERELY COME BEFORE THE MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE
VOTED FOR PROPOSAL 1.
Please sign exactly as the name appears on the stock certificate. When shares
are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Dated:
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Signed:
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Signed (joint tenant):
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No. of Shares:
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PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE
