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As filed with the Securities and Exchange Commission on May 27, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UniComp, Inc.
(Exact name of Registrant as specified in its charter)
Colorado 7371 84-1023666
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
(770) 424-3684
(Address, including zip code, and telephone number,including area code, of
Registrant's principal executive offices)
Stephen A. Hafer
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
UniComp, Inc.
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
(770)424-3684
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
DAVID F. EVANS
DAVID K. ARMSTRONG
SNELL & WILMER, L.L.P.
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 237-1900
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF
SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
REGISTERED (1) REGISTERED (2) PRICE PER UNIT (3) OFFERING PRICE REGISTRATION FEE
- ----------------------- --------------- ------------------------------- --------------------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................ 95,000 shares $7.50 $712,500.00 $216.00
</TABLE>
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(1) This Registration Statement covers the resale by a selling shareholder of
95,000 shares of Common Stock that may be acquired by such selling
shareholder upon the exercise of certain warrants previously acquired.
(2) In the event of a stock split, stock dividend, or similar transaction
involving common shares of the Company, in order to prevent dilution, the
number of Common Shares registered shall be automatically increased to cover
the additional Common Shares in accordance with Rule 416(a) under the
Securities Act of 1933.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. Calculated on the
basis of the average of the high and low sales price of Registrant's Common
Stock on Nasdaq National Market System as of May 22, 1997.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
UNICOMP, INC.
1850 PARKWAY PLACE, SUITE 925
MARIETTA, GEORGIA 30067
TELEPHONE (770) 424-3684
95,000 SHARES OF COMMON STOCK
This prospectus (the "Prospectus") relates to the offer and sale of up
to 95,000 shares of common stock, $.01 par value (the "Common Stock") of
UniComp, Inc., a Colorado corporation, (the "Company" or "UniComp") that may
be acquired upon the exercise of certain warrants to purchase common stock
(the "Warrants") held by a certain selling shareholder (the "Selling
Shareholder"). The Company's Common Stock is listed on the Nasdaq National
Market System ("Nasdaq") under the symbol "UCMP." All Shares are being
offered for sale from time to time by the Selling Shareholder or by pledgees,
donees, transferees, or other successors of such Selling Shareholder, on
Nasdaq or otherwise at market prices then prevailing or at negotiated prices
then obtainable. See "Plan of Distributions" and "Selling Shareholder."
The Company has agreed to pay the expenses of the Selling Shareholder
pursuant to this Prospectus but will not receive any of the proceeds from the
sale of the Common Stock. In the event the Warrants are exercised, the
Company will receive net proceeds of approximately $505,000. The net
proceeds from the exercise of the warrants will be used for working capital
and general corporate purposes. There can be no assurance that the Selling
Shareholder will sell any or all of the Common Shares registered hereunder.
The Selling Shareholder may sell the Common Stock from time to time in
underwritten public offerings, in transactions pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), in privately
negotiated transactions, in ordinary brokers' transactions through the
facilities of Nasdaq or otherwise, at market prices prevailing at the time of
such sale, at prices relating to such prevailing market prices, or at
negotiated prices. The Company will not receive any of the proceeds from the
sale of Common Stock by the Selling Shareholder. The net proceeds to the
Selling Shareholder will be the proceeds received by such Selling Shareholder
upon such sales, less brokerage commissions. All expenses incurred in
connection with the registration of the Common Stock, other than any
underwriting or brokerage discounts, commissions and selling expenses with
respect to the Common Stock being sold by the Selling Shareholder, will be
borne by the Company. See "Plan of Distribution."
The Warrant Shares are being registered hereby in order to satisfy the
obligations of the Company under registration rights provisions contained in
the Investor Relations Service Agreement with Fenway Advisory Group, dated
November 21, 1996.
THE PURCHASE OF THE SHARES INVOLVES A HIGH DEGREE OF RISK. PRIOR TO
PURCHASE EACH PROSPECTIVE INVESTOR SHOULD CONSIDER VERY CAREFULLY THE
INFORMATION PRESENTED UNDER THE CAPTION "RISK FACTORS" AS WELL AS THE OTHER
INFORMATION SET FORTH IN THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 27, 1997.
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AVAILABLE INFORMATION
UniComp, Inc. (the "Company") has filed with the Securities and Exchange
Commission (the "Commission") in Washington, D. C. a registration statement
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act") relating to this Prospectus. This Prospectus, which
constitutes part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the Rules and Regulations of the Commission.
For further information pertaining to the shares hereby offered and to the
Company, reference is made to the Registration Statement, including exhibits
filed as part thereof, copies of which may be obtained from the Public
Reference Section of the Commission, Washington, D. C. 20549 at prescribed
rates.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy or information statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy or information statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Avenue, N.W., Washington, D.C. 20549, and
at the following regional offices of the Commission: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048, and
Chicago Regional Office, CitiCorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a site on the World Wide Web
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
address of such site is http://www.sec.gov. The Common Stock is quoted on
the Nasdaq National Market. Reports, proxy or information statements and
other information concerning the Company may be inspected at the offices of
the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company's Common Stock is traded on the Nasdaq National Market
Reporting System. Reports, proxy and information statements, and other
information concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc., located at 1735 "K" Street,
N.W., Washington, D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission (File No. 0-15671) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 29, 1996.
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(b) The Company's current report on Form 8-K dated April 16, 1996
and as amended on Form 8-K/A dated June 27, 1996.
(c) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended May 31, 1996, August 31, 1996, and November 30, 1996.
(d) The Company's prospectus filed pursuant to Capital
Rule 424(b) on November 13, 1996.
(e) The Company's current report on Form 8-K dated February 21,
1997 and as amended on Form 8-K/A dated May 5, 1997.
(f) Description of Capital Stock contained in the Company's
Registration Statement on Form 8-A, subject to the
updated information contained herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering described herein, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the time of the filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed documents which also is or is deemed to be incorporated by
reference herein modified or supersedes such statement. Any such statement
so modified or so superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon the written or oral request of such person, a copy of any or
all of the documents incorporated by reference in this Prospectus (other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference into the documents that the Prospectus incorporates). Written or
oral requests for such copies should be directed to UniComp, Inc., Corporate
Secretary, 1850 Parkway Place, Suite 925, Marietta, Georgia 30067, telephone
(770) 424-3684.
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RISK FACTORS
THE FOLLOWING FACTORS, IN ADDITION TO THE INFORMATION
CONTAINED ELSEWHERE IN THIS PROSPECTUS, SHOULD BE CONSIDERED
CAREFULLY IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE
PURCHASING THE SHARES.
Highly Competitive Information Technology Industry
The information technology industry is intensely competitive and subject
to rapid change. The Company believes the principal competitive factors it
faces include reputation and quality of service, relative price and
performance, technical expertise and product availability. The Company's
competitors in the information technology services market include
installation and service organizations within many established companies,
computer manufacturers, custom software developers, regional systems
integrators and software and hardware distributors and systems consultants.
The market for the Company's platform-migration software is highly
competitive as well. The Company believes that the principal competitive
factors in this business include product performance, time to market for new
product introductions, adherence to industry standards, price and marketing
and distribution resources. The market for the Company's payment-processing
systems is also highly competitive. The Company believes that the principal
competitive factors in this business include the ability to provide a
comprehensive, integrated payment-processing system, product performance,
time to market for new product introductions, adherence to industry
standards, price, marketing and distribution resources. Some of the
Company's current and potential competitors have longer operating histories
and financial, sales, marketing, technical and other competitive resources
that are substantially greater than those of the Company. As a result, the
Company's competitors may be able to adapt more quickly to changes in
customer needs or to devote greater resources than the Company to sales,
marketing and product development. As the markets in which the Company
competes have matured, product price competition has intensified and is
likely to continue to intensify. Such price competition could adversely
affect the Company's results of operations. There can be no assurance that
the Company will be able to continue to compete successfully with existing or
new competitors.
Dependence on Foreign Sales
The Company's revenues from international operations represented 83.7%,
84.7% and 78.4% of total revenues for fiscal years 1996, 1995 and 1994,
respectively. The Company expects that its international operations will
continue to account for a significant percentage of its total revenues.
Certain risks are inherent in international operations, including unexpected
changes in regulatory requirements, currency exchange rate fluctuations,
changes in trade policy or tariff regulations, customs matters, longer
payment cycles, higher tax rates or additional withholding requirements,
difficulty in enforcing agreements, intellectual property protection
difficulties, foreign collection problems and military, political and
transportation obstacles. In addition, foreign operations involve
uncertainties arising from local business practices, cultural considerations
and international political
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and trade tensions. Denomination of the Company's revenues and expenses are
generally in corresponding currencies. As a result the Company has not
hedged against foreign currency exchange rate risks to date. The Company may
in the future seek to implement hedging techniques with respect to foreign
currency transactions. There can be no assurance, however, that such hedging
activities would successfully protect against foreign currency exchange
losses or against other international sales risks such as exchange
limitations, price controls or other foreign currency restrictions.
Rapid Technological Change and Introduction of New Products and Services
The information technology industry is characterized by rapid
technological advances, changes in customer requirements and frequent new
product introductions and enhancements, which could disrupt the Company's
services business and render the Company's products obsolete. The Company's
future success will depend in large part on its ability to anticipate and
respond to such advances, changes and new product introductions. Any failure
by the Company to do so could have a material adverse effect on its
competitive position and results of operations. In addition, the Company is
subject to the risks generally associated with new product introductions and
applications, including lack of market acceptance, delays in development or
failure of products to perform as expected. In December 1996, the Company
released version 2.0 of its UNIBOL400 product, which is the first version
offered for widespread commercial distribution. The UNIBOL400 product has
yet to achieve a substantial installed user base. There can be no assurance
as to when, if ever, the UNIBOL400 product will achieve a substantial user
base. In December 1996 the Company released the initial version of UNIBOL
GO2000, its millennium methodology solution. UNIBOL GO2000 has yet to achieve
substantial market acceptance. One of the elements of the Company's growth
strategy is to use the business relationships and the knowledge of its
customer's computer systems obtained in providing year 2000 services to
generate additional revenue through providing other products and services to
these clients. There can be no assurance, however, that the Company will be
successful in generating additional business from its GO2000 customers. In
addition, by utilizing significant resources during the next several years to
solve its customers year 2000 problems, the Company's ability to continue to
deliver other IT products and services could be adversely affected.
Potential for Delays in Product Introduction
Delays in product development and introduction may have an adverse
effect on the product's success and the Company's reputation and results of
operations, and may allow competitors to introduce products and gain market
share during any such delays. Any failure by the Company to timely develop
and introduce new products and product enhancements that are responsive to
market conditions and customer requirements may have an adverse effect on the
Company's business, results of operations and financial condition.
Furthermore, the complex software products developed by the Company may
contain undetected errors when first introduced or when new versions are
released. There can be no assurance that current or future releases of
Company products will not contain errors or that any such errors will not
result in loss or delay of market acceptance of such products. The
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Company has previously experienced delays in developing and introducing new
products, and there can be no assurance that it will be able to introduce
future products on a timely basis.
Management of Overseas Operations
The Company's headquarters and administrative offices are in Atlanta,
Georgia; however, as of May 1, 1997, approximately 300 of the Company's 350
employees work in the Company's Belfast, Northern Ireland facilities. This
geographical distance, as well as the time-zone difference, can isolate
management from operational issues, delay communications and require devotion
of a significant amount of time, effort and expense to international travel.
There can be no assurance that the Company will not face significant
management demands associated with its international operations in the
future. Any significant disruption in the management of the Company's
international operations could have a material adverse effect on the
Company's business, results of operations and financial condition.
Operations in Northern Ireland
A substantial majority of the Company's personnel and operations are
located in Northern Ireland. In addition, 83.7% of the Company's total
revenues for fiscal year 1996, are attributable to operations in Northern
Ireland. Northern Ireland has historically experienced periods of religious,
civil and political unrest. There can be no assurance that further unrest in
Northern Ireland will not occur, which could disrupt the Company's ability to
provide information technology services and product development programs and
have a material adverse effect on the Company's results of operations and
financial condition. In fiscal years 1996, 1995 and 1994, the Company
received grants of approximately $389,000, $369,000 and $285,000,
respectively, from the government of Northern Ireland to fund the Company's
research and development programs. The Company's use of these funds is
subject to various rules and regulations, including the requirement that the
Company repay such funds in the event it removes certain operations from
Northern Ireland. There can be no assurance that the Company will continue
to be eligible for or will receive similar grants in the future or, if such
grants are received, whether additional restrictions will apply to the
Company's use of such funds.
Risk of Acquisition Program
A substantial portion of the Company's growth to date has been
attributable to its acquisition program, which has primarily been driven by
opportunities that have presented themselves to the Company. Significant
administrative, operational and financial resources are required to
successfully integrate and manage the Company's diverse businesses. There
are numerous operational and financial risks involved in managing acquired
businesses, including difficulties in assimilating acquired operations,
diversion of management's attention, amortization of acquired intangible
assets, increases in administrative costs, additional costs associated with
debt or equity financing and potential loss of key employees or customers of
acquired operations. There can be no assurance that the Company will be
successful in integrating its current acquisitions or retaining and
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motivating key personnel of acquired companies. Any failure to integrate the
Company's current and potential future businesses, maintain and expand its
acquired customer and technology base and retain and motivate key employees
of acquired companies could have an adverse effect on the Company's business,
results of operations and financial condition. The Company may use some of
the net proceeds of this offering to pursue strategic acquisitions as part of
its overall growth strategy. While the Company has no understandings,
commitments or agreements with respect to any acquisition, it anticipates
that potential acquisition opportunities may become available in the future.
There can be no assurance that the Company will complete any future
acquisitions or that any completed acquisition will result in the Company's
receiving the anticipated benefit of any such acquisition.
Competitive Market for Technical Personnel and Retention of Key Employees
The Company's success depends in part on its ability to attract, hire,
train and retain qualified managerial, technical and sales and marketing
personnel. Competition for such personnel is intense. In particular, there
can be no assurance that the Company will be successful in attracting and
retaining the technical personnel it requires to conduct and expand its
operations successfully. The Company's results of operations could be
materially adversely affected if the Company were unable to attract, hire,
train and retain qualified personnel. The Company's success also depends to
a significant extent on the continued service of Stephen A. Hafer, its
President and Chief Executive Officer, and other members of the Company s
management, the loss of any one of whom could have a material adverse effect
on the Company's business, results of operations and financial condition.
None of the Company's executive officers is party to a written employment or
noncompete agreement with the Company. The Company has purchased $1.0 million
key-person life insurance policies on the life of Mr. Hafer.
Uncertainty of Future Results
Revenues generated by the Company's software products and services are
difficult to forecast because of the evolving product lifecycle of the
UNIBOL36 product, the recent introduction of the UNIBOL400 product and UNIBOL
GO2000 solution and the recent acquisition of the Company's
payment-processing systems business. In addition, although the Company's
service revenues are more predictable than its product revenues, unexpected
variations in job pricing and complexity could have an adverse effect on the
profitability of customer service projects. The Company bases its expense
levels, which are relatively fixed in the short term, in significant part on
its expectations of future product revenues and service demands. If demand
for the Company's products and services is below expectations, results of
operations could be adversely affected.
Dependence on Proprietary Technology
Much of the Company's future success depends on its ability to protect
its proprietary technology. The Company relies principally on trade secret
and copyright law, as well as nondisclosure agreements and other contractual
arrangements, to protect such proprietary
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technology. There can be no assurance that such measures will be adequate to
protect the Company from infringement by others of its technologies or that
the Company will be effective in preventing misappropriation of its
proprietary rights. In addition, the laws of some foreign countries do not
protect the Company's proprietary rights to the same extent as do the laws of
the United States.
Educational Hardware Sales
The Company's business may be adversely affected by reductions in
historical governmental purchasing patterns of education hardware.
Risk of Claim Associated with Acquisition
In connection with its acquisition in 1993 of ICS Computing Group,
Limited ("ICGL"), the Company incurred a claim by the seller related to
pension overfunding. Based upon the advise of its U.K. solicitor, the
Company believes that it has adequate defenses to this claim such that the
expected outcome would not be material to the Company's results of operations
or financial condition. Due to uncertainties of the legal process, however,
there can be no assurance that the outcome of this claim will be in
accordance with the Company's expectations.
Control by Management and Principal Shareholders
Immediately following consummation of this offering, the Company's
executive officers and directors and their affiliates will beneficially hold
an aggregate of approximately 25% of the Company's outstanding shares of
Common Stock. As a result, these shareholders, acting together, may be able
to exert significant influence on many matters requiring approval by the
shareholders of the Company, including the election of directors.
Volatility of Stock Price
The Common Stock is currently quoted on the Nasdaq National Market. The
market price of the Common Stock could be subject to significant fluctuations
in response to quarterly variations in the Company's results of operations,
changes in earnings estimates by analysts, announcements of new products or
services offered by the Company or its competitors, loss of key customer,
distributor or vendor relationships, general conditions in the computer
software industry, or other events or factors, including events or factors
that may be unrelated to the Company. Furthermore, in recent years, the stock
market in general, and the market for shares of stock in technology companies
in particular, has experienced extreme price fluctuations. Such fluctuations
could materially and adversely affect the market price of the Common Stock in
the future.
Shares Eligible for Future Sale
Sales of a substantial number of shares of Common Stock in the public
market following this registration, or the perception that such sales could
occur, could adversely affect the market price of
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the Common Stock. Upon completion of this registration, in addition to the
95,000 shares registered hereby, approximately 5.1 million shares, will be
immediately eligible for resale in the public market without restriction
under the Securities Act. Approximately 1.6 million shares of Common Stock
are eligible for sale in the public market, subject to the provisions of Rule
144 under the Securities Act. The executive officers, directors and certain
other shareholders of the Company and their affiliates and certain warrant
holders have agreed, pursuant to lock-up agreements in connection with the
Company's Registration Statement on Form S-1 filed in November, 1996
(Registration No. 333-12209), that they will not, without the prior written
consent of Cruttenden Roth, Inc. the underwriter involved in such
Registration Statement (the "Underwriters"), sell or otherwise dispose of an
aggregate of approximately 1.5 million outstanding shares of Common Stock and
approximately 525,000 shares of Common Stock issuable upon exercise of
outstanding options or warrants beneficially owned by them until November 12,
1997. Upon the expiration of these lock-up agreements, such shares of Common
Stock will become eligible for sale in the public market, subject to the
provisions of Rule 144 under the Securities Act. The Underwriter may, in its
sole discretion and at any time without notice, release all or any portion of
the securities subject to any such lock-up agreements.
As of May 1, 1997, an aggregate of 445,000 shares of Common Stock were
reserved for issuance pursuant to certain warrants. Holders of such warrants
possess certain registration rights with regard to the shares, issuable
thereunder.
As of May 1, 1997, 926,500 shares of Common Stock were subject to
options outstanding under the Long Term Incentive Plan ("LTI Plan"), 286,500
of which were currently exercisable at a weighted average exercise price per
share of $3.86 per share. The remainder of these options become exercisable
at various points over the next four years at a weighted average exercise
price of $4.22 per share. An additional 100,000 shares of Common Stock are
reserved for future issuance under the LTI Plan. The Company has filed a
registration statement on Form S-8 to register the shares of Common Stock
reserved for issuance under the LTI Plan, thus permitting the resale of such
shares in the public market without restriction under the Securities Act,
subject in certain events to the expiration of lock-up agreements and Rule
144.
As of May 1, 1997, 150,000 shares of Common Stock were reserved for
future issuance under the UniComp, Inc. 1996 Director Incentive Plan
("Director Plan"). On February 6, 1997, the Company filed a Registration
Statement on Form S-8 (Registration No. 333-21313) registering the shares of
Common Stock reserved for future issuance under the Director Plan, thus
permitting the resale of such shares in the public market without restriction
under the Securities Act, subject in certain events to the expiration of
lock-up agreements and Rule 144.
Antitakeover Effect of Certain Charter Provisions
The Company's Board of Directors has the authority to issue up to
5,000,000 shares of Preferred Stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of those
shares without any further vote or action by the Company's shareholders. The
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rights of the holders of Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. The issuance of Preferred Stock may have the
effect of delaying, deterring or preventing a change in control of the
Company without further action by the shareholders and may adversely affect
the voting and other rights of the holders of Common Stock. The Company has
no present plans to issue shares of Preferred Stock. Furthermore, certain
provisions of the Company's charter documents may have the effect of delaying
or preventing changes in control or management of the Company, which could
have an adverse effect on the market price of the Common Stock.
No Dividends on Common Stock
The Company has not paid any cash dividends on the Common Stock since
its inception and does not anticipate paying cash dividends for the
foreseeable future.
USE OF PROCEEDS
The Common Stock is being registered by the Company for the benefit of
the Selling Shareholder and will be sold from time to time pursuant to this
Prospectus by the Selling Shareholder. The Company will not receive any
proceeds from the sale of the Common Stock by the Selling Shareholder. See
"Selling Shareholder." In the event that the Warrants are exercised, of
which there can be no assurance, the Company will receive net proceeds of
approximately $505,000. The net proceeds from exercise of the Warrants
received by the Company will be considered uncommitted funds that may be used
by the Company for general corporate purposes.
The Company
The Company offers services and products in three primary areas:
information technology services, platform-migration software and
payment-processing systems.
Information Technology Products and Services
The worldwide information technology industry is characterized by rapid
technological change, which often leads to increased costs of maintaining
internal information technology resources capable of responding to such
change. The Company believes that, as companies strive to compete and
utilize complex new technologies, more companies will move toward outsourcing
their information technology requirements. The Company believes that this
movement will enhance its information technology services business.
The Company provides information technology services including
maintenance and support services, year 2000 millennium conversion services,
installation and integration of software and hardware systems and outsourcing
of information technology services. Maintenance and support services consist
of system upkeep, including system maintenance, technical support and
training.
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Installation and integration services include system consulting and design,
custom software modification, software modification, software installation
and testing, as well as a broad range of systems configuration and
integration services for computer networks. The Company also provides
information technology services to businesses on an outsourced basis, thereby
offering its customers an opportunity to reduce information technology
overhead while continuing to respond to technological change. Outsourcing
services include disaster recovery, facilities management and related
information technology support services.
The Company sells computer equipment specializing in equipment for the
educational market in Northern Ireland. The Company also sells computer
equipment to the corporate and government sectors primarily as an adjunct to
its information technology services business.
Platform-Migration Software
During the past several years, there has been a movement in the computer
industry from proprietary systems toward open and portable systems. The
Company believes that decreasing prices, increasing functionality in
information technology products and the inherent constraints of proprietary
platforms have contributed to increased market acceptance of open systems and
customer demand for information technology products based on such systems.
Changing to new computing platforms, however, often results in significant
disruption of business operations as users are retrained and software errors
are discovered and corrected. Also critical is the potential loss of data
contained in existing databases that may result from a change to new
applications software.
In response to the demand for applications software capable of running
on multiple computing platforms, UniComp has developed platform-migration
software that rehosts existing code to an open computing platform. The
Company believes that its UNIBOL rehosting solution allows businesses and
independent software vendors ("ISVs") to migrate their applications software
to open systems in a more cost-effective manner than competing methodologies.
Rehosting enables businesses to retain their investment in existing software
and databases. Rehosting also allows ISVs to expand their market
opportunities without replacing or rewriting applications, retraining or
replacing software developers or incurring the cost and disruption of
re-engineering their products.
Payment-Processing Systems
Payment processing refers to the sequence of activities that occur among
a customer, a merchant and a payment processor when goods or services are
sold. Payment processing for commercial businesses has grown rapidly in
recent years as a result of a proliferation in and increased usage of credit
and debit cards and wider acceptance of such cards among merchants. Advances
in payment-processing and telecommunications technologies have also been key
factors contributing to such growth. The Company believes that the
transition from paper-based to electronic payment processing provides greater
convenience to merchants and consumers, reduces fees charged to merchants,
and facilitates faster, more accurate settlement of payments.
12
<PAGE>
The Company designs, develops and markets payment-processing
systems that provide merchants with greater hardware independence
by supporting a variety of hardware platforms, including personal
computers, point-of-sale terminals and other peripheral devices.
Payment-processing systems include the software and hardware
combinations that allow electronic settlement of payment
transactions. The Company's strategy in the payment-processing
market is to focus its sales and marketing efforts on the
relatively small number of large payment processors and hardware
vendors. The Company is currently selling its payment-processing
systems to each of the three largest payment processors in the
United States, which together represent over one million merchant
locations and more than $250 billion in annual transaction
volume.
13
<PAGE>
SELLING SHAREHOLDER
The 95,000 shares of Common Stock offered hereunder are for the account
of the Selling Shareholder identified below. The Selling Shareholder had no
position, office or other material relationship with the Company or any of
its predecessors or affiliates within the past three years. The following
table summarizes the Selling Shareholder's security ownership prior to this
offering, the number of securities being offered by the Selling Shareholder
and the number of securities owned by the Selling Shareholder after giving
effect to this offering as of May 1, 1997:
<TABLE>
<CAPTION>
Common Shares Common Shares
Beneficially Owned Being Registered Common Shares Owned
Name of Security Holder Prior to Offering(1) for Resale(1) After this Offering(2)
<S> <C> <C> <C>
Number Percent Number Number Percent
Neil C. Sullivan 95,000 1.4% 95,000 0
</TABLE>
(1) Includes 95,000 shares of Common Stock issuable upon exercise of the
Warrants.
(2) Assumes all shares being registered on behalf of the Selling Shareholder
will be offered and sold.
14
<PAGE>
PLAN OF DISTRIBUTION
The securities offered hereby are to be offered solely through the
selling efforts of the individual Selling Shareholder or his own brokers or
dealers at market prices prevailing at the time of sale, or at negotiated
prices. The Company has no arrangement, agreement, or understanding with any
such broker or dealer with respect thereto. It is anticipated that customary
brokerage commissions will be paid by the Selling Shareholder upon such sales.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The authorized capital stock of the Company consists of 30,000,000
shares, consisting of 25,000,000 shares of Common Stock, par value $.01 per
share, and 5,000,000 shares of Preferred Stock, par value $1.00 per share.
Common Stock
As of May 1, 1997, 6,762,845 shares of Common Stock were issued and
outstanding. Holders of Common Stock are entitled to one vote per share on
all matters submitted to a vote of shareholders. Holders of Common Stock are
entitled to such dividends, if any, as may be declared by the Board of
Directors at its discretion out of funds legally available for that purpose,
and to participate pro rata in any distribution of the Company's assets upon
liquidation after the payment of all debts and payment to holders of
Preferred Stock. Holders of Common Stock have no preemptive or conversion
rights, nor are there any redemption or sinking fund rights with respect to
the Common Stock. There is no cumulative voting with respect to the election
of Directors, which means that the holders of a majority of the shares can
elect all the Directors if they choose to do so. All outstanding shares of
Common Stock are, and all shares of Common Stock offered hereby will be,
validly issued, fully paid and nonassessable.
Preferred Stock
The Company currently has no shares of Preferred Stock outstanding and
has no current plans to issue any shares of Preferred Stock. The Board of
Directors has the authority to issue Preferred Stock from time to time in one
or more series and, without further approval of the shareholders, to fix the
dividend rights and terms, conversion rights, voting rights, redemption
rights and terms, liquidation preferences, sinking funds and any other
rights, preferences, privileges and restrictions applicable to each series of
Preferred Stock. The issuance of Preferred Stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the rights of the
holders of Common Stock.
The potential issuance of Preferred Stock may have the
effect of delaying, deterring or preventing a change in control
of the Company, may discourage bids for the Common Stock at a
15
<PAGE>
premium over the market price of the Common Stock and may adversely affect
the market price of, and the voting and other rights of the holders of, the
Common Stock.
Prior Offering Warrant
In conjunction with the Company's Registration Statement on Form S-1
filed in November 1996 (Registration No. 333-12209), the Company sold to the
Underwriters the Prior Offering Warrant to purchase up to 150,000 shares of
Common Stock at an exercise price of $8.25 per share. The Underwriters
possess certain demand and incidental registration rights that may require
the Company to register for public resale the shares of Common Stock issuable
upon the Prior Offering Warrant. The Prior Offering Warrant is exercisable
for a period of four years, beginning one year from November 18, 1996.
Note Warrant
In connection with the sale of $2.0 million aggregate principal amount
of convertible promissory notes to certain offshore investors in December
1995, the Company granted to the placement agent for such promissory notes
the Note Warrant to purchase 25,000 shares of Common Stock at $6.90 per
share. The Note Warrant expires on December 20, 2000. Holders of the Note
Warrant possess certain registration rights with regard to the shares
issuable thereunder. See "--Registration Rights."
Advisor Warrants
On July 16, 1996, the Company entered into a financial consulting
agreement with B C Capital Corp., an affiliate of the investment banking firm
of Barber & Bronson. In connection therewith, the Company granted to B C
Capital Corp. and certain of its affiliates the Advisor Warrants to purchase
an aggregate of 87,500 shares of Common Stock at $6.00 per share and warrants
to purchase an aggregate of 87,500 shares of Common Stock at $7.00 per share.
The Advisor Warrants expire on July 15, 2001. Holders of the Advisor
Warrants possess certain registration rights with regard to the shares
issuable thereunder. See "--Registration Rights."
16
<PAGE>
Investor Relations Warrants
On November 21, 1996, the Company entered into an Investor Relations
Service Agreement with Fenway Advisory Group ("Fenway") whereby Fenway will
render to UniComp certain investor relation services for six (6) months.
Pursuant to the Investor Relations Agreement, the Company granted to Fenway
warrants (the "Warrants" ) to purchase an aggregate of 75,000 shares of
Common Stock at $5.00 per share and warrants to purchase an aggregate of
20,000 shares of Common Stock at $6.50 per share. The Investor Relations
Warrants expire on November 21, 1998. After the six (6) month term of the
Investor Relations Agreement, the Company may extend the Investor Relations
Agreement for an additional six (6) months. In the event the Company
exercises its option to extend the Investor Relations Agreement for an
additional six(6) months, the Company will issue certain additional warrants
to Fenway upon Fenway's exercise of any preexisting warrants provided that
outstanding warrants shall at no time exceed 95,000 shares. The 95,000
shares underlying the Investor Relation Warrants are being registered
pursuant to this Prospectus.
Registration Rights
In connection with the acquisition of the Company's payment-processing
technology, the Company issued 500,000 shares of Common Stock to the
shareholders of Smoky Mountain (the "Registrable Shares"). Such shareholders
are entitled to certain registration rights with regard to the Registrable
Shares. Pursuant to such registration rights, the Company registered 25% of
the registrable shares for public resale on Form S-3, under the Securities
Act, in September 1996 (Registration No. 333-11605). The Company has agreed
to maintain the effectiveness of all registration statements covering the
resale of the Registrable Shares, until such time as the Registrable Shares
registered thereunder are sold, otherwise transferred or become freely
tradable.
Holders of the Advisor Warrants are entitled to certain registration
rights with respect to the shares of Common Stock issuable under the Advisor
Warrants. At any time prior to July 15, 2003, holders of the Advisor
Warrants may request that the Company file a registration statement under the
Securities Act for the public resale of such Common Stock issuable upon
exercise of the Advisor Warrants and, upon such request and subject to
certain conditions, the Company will be required to prepare and file and use
its best efforts to cause to become effective any such registration. The
holders of the Advisor Warrants have the right to demand registration as
described above, on at least two separate occasions.
Holders of the Prior Offering Warrant are also entitled to certain
registration rights with respect to shares of Common Stock issuable under the
Prior Offering Warrant. At any time on and after November 12, 1997, but not
later than November 12, 2001, holders of the Prior Offering Warrant may
request that the Company file a Registration Statement under the Securities
Act for the public resale of such Common Stock issuable upon exercise of the
Prior Offering Warrant and, upon such request and subject to certain
conditions, the Company will be required to prepare and file and use its best
efforts to cause the effect of any such registration. The holders of the
Prior Offering Warrant have the right to demand registration as described
above, on at least two separate occasions.
17
<PAGE>
If UniComp exercises its option to extend the Investor Relations Service
Agreement for an additional six (6) months, UniComp must issue to the holder
of the Warrants certain additional warrants. The holder of these additional
warrants would also have certain registration rights related thereto.
In the event the Company, proposes to register any of its securities
under the Securities Act, either for its own account or for the account of
others, the holders of the Advisor Warrants and the Note Warrant are entitled
to notice of such registration and to include the shares of Common Stock
underlying such warrants therein, subject to certain limitations, including
the right of the underwriters of any offering by the Company to limit the
number of shares included in such registration. The Company is generally
obligated to bear the expenses, other than underwriting discounts and sales
commissions, of the above-described registrations.
The Company provided notice to the holders of the Advisor Warrants and
the Note Warrant of the filing of the Registration Statement incorporating
this Prospectus and all of such holders waived their rights to have any
shares of Common Stock included in this Registration Statement.
Antitakeover Considerations
The Company's Board of Directors has the authority, without shareholder
approval, to issue up to 5,000,000 shares of Preferred Stock and to determine
the rights and preferences thereof. This authority, together with certain
provisions of the Company's Amended and Restated Bylaws (the "Bylaws"), may
discourage takeover attempts or tender offers that could result in
shareholders receiving a premium over the market price for the Common Stock
or that shareholders may otherwise consider to be in their best interests.
Indemnification of Directors and Officers of the Company
The Company's Bylaws provide that the Company may indemnify any person
who was or is made a party or is threatened to be made a party to any
threatened, pending or completed action by reason of being a Director,
officer, employee, fiduciary or agent of the Company or serving at the
request of the Company as a Director, officer, employee, fiduciary or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her
in connection with such action, suit or proceeding if he or she acted in good
faith and in a manner reasonably believed to be in the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The Company has
also entered into indemnification agreements pursuant to which it has agreed,
among other things, to indemnify its Directors and officers against certain
liabilities.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange
18
<PAGE>
Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is
Corporate Stock Transfer, Denver, Colorado.
19
<PAGE>
LEGAL MATTERS
The law firm of Snell & Wilmer L.L.P., Salt Lake City, Utah,
has acted as counsel to the Company in connection with this
offering and will render an opinion as to the legality of the
shares of Common Stock being offered hereby.
EXPERTS
The consolidated balance sheet of UniComp, Inc. as of February 29, 1996
and February 28, 1995, and the consolidated statements of operations,
stockholders' equity, and cash flows for the years ended February 29, 1996,
February 28, 1995 and February 28, 1994, incorporated by reference in this
prospectus, have been incorporated herein in reliance on the report, of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The supplemental consolidated financial statements of UniComp, Inc., as
of February 29, 1996 and February 28, 1995, and for the three years ended
February, 29, 1996, February 28, 1995 and February 28, 1994, incorporated by
reference in this prospectus, have been incorporated herein in reliance on the
report dated August 23, 1996, which includes an explanatory paragraph for the
acquisition of Smoky Mountain Technologies, Inc. on April 16, 1996, which
has been accounted for as a pooling of interests, of Coopers & Lybrand,
L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The balance sheet of Smoky Mountain Technologies, Inc., as of December 31,
1995 and the consolidated statements of operations, stockholders' equity, and
cash flows for the year ended December 31, 1995, incorporated by reference in
this prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The financial statements of CEM Computers Limited appearing in UniComp,
Inc.'s current report (Form 8-K) dated February 20, 1997, as amended, have
been audited by Price Waterhouse, chartered accountants, as set forth in
their reports thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as experts in
accounting and auditing.
20
<PAGE>
No dealer, salesperson or
other person has been
authorized to give any
information or to make any 95,000 Shares
representations other than
those contained in this
Prospectus in connection with
this offering and, if given or UniComp, Inc.
made, such information or
representation must not be
relied upon as having been
authorized by the Company or
any Underwriter. This
Prospectus does not constitute
an offer to sell, or
solicitation of an offer to
buy, any of the securities
offered hereby in any
jurisdiction to any person to Common Stock
whom it is unlawful to make
such offer in such
jurisdiction. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any
circumstances, create any
implication that the
information herein is correct
as of any time subsequent to
the date hereof or that there
has been no change in the
affairs of the Company since
such date.
_______________________
TABLE OF CONTENTS
PAGE _______________________
Risk Factors 5
Use of Proceeds 11 PROSPECTUS
The Company 11
Selling Shareholder 14 _______________________
Plan of Distribution 15
Description of Securities
to be Registered 15
Legal Matters 20
Experts 20
May 27, 1997
I
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other
than underwriting discounts and commissions, payable by the
Registrant in connection with the Common Stock being registered
hereby. All the amounts shown are estimates, except the
Securities and Exchange Commission registration fee.
Securities and Exchange Commission registration fee..... $ 216.00
Legal fees and expenses................................. 5,000.00
Miscellaneous........................................... 2,000.00
--------
Total............................................. $7,216.00
Item 14. Indemnification of Directors and Officers
Colorado law permits extensive indemnification of present
and former directors, officers, employees or agents of a Colorado
company, whether or not authority for such indemnification is
contained in the indemnifying company's articles of incorporation
or bylaws. Specific authority for indemnification of present and
former directors and officers, under certain circumstances, is
contained in paragraph 12 of the Registrant's Amended and
Restated Bylaws (Exhibit 3.3 hereto) (the "Bylaws"). Under
Colorado law, for a company to provide indemnification, a
disinterested majority of the company's board of directors,
independent legal counsel, a court or the shareholders must find
that the director, officer, employee or agent acted, or failed to
act, in good faith and in a manner he or she reasonably believed,
in the case of conduct in his or her official capacity with the
company, was in the best interests of the company or, in all
other cases, was at least not opposed to the company's best
interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Statutory indemnification is permissive, except in
the event of a successful defense, in which case, unless limited
by the articles of incorporation, a director, officer, employee
or agent must be indemnified against reasonable expenses incurred
by him or her in connection therewith. Indemnification is
permitted with respect to expenses, judgments, fines and amounts
paid in settlement by such persons.
The Registrant's Bylaws provide that the Registrant may
indemnify any person who was or is made a party or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Registrant), by reason of the fact that he or
she is or was a director, officer, employee, fiduciary or agent
of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee, fiduciary or agent
of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to
the best interests of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
The Registrant's Bylaws also provide that the Registrant may
indemnify a person who was or is made a party or is threatened to
be made a party to any proceeding by or in the right of the
Registrant to procure
II-1
<PAGE>
a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee or agent of the Registrant, or
is or was serving at the request of the Registrant as a director,
officer, employee, fiduciary or agent of another corporation or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or
settlement of such action if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Registrant. No indemnification shall be made in
respect of any claim, issue or matter as to which such person has
been adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the Registrant unless and only
to the extent that the court in which the action is brought
determines that in view of all the circumstances such person is
fairly and reasonably entitled to indemnification for expenses
which the court deems proper.
The Registrant's Bylaws also provide that to the extent that
an authorized representative of the Registrant who neither was
nor is a director or officer of the Registrant has been
successful on the merits or otherwise in defense of any action,
suit or proceeding, he or she shall be indemnified by the
Registrant for and against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection
therewith. Such an authorized representative may, at the
discretion of the Registrant's Board of Directors, be indemnified
by the Registrant in certain circumstances to the same extent he
or she would have been had he or she been a director of officer
of the Registrant.
A determination of whether indemnification is proper shall
be made by the Board of Directors by a majority vote of a quorum
consisting of disinterested directors or, if such a quorum is not
obtainable or, even if obtainable, as a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or by the Registrant's shareholders. The Registrant
shall advance expenses (including attorneys' fees) upon receipt
of an undertaking by or on behalf of the director to repay such
amount unless it is determined that he or she is entitled to be
indemnified.
In order to induce qualified and essential persons to serve
as members of the Board of Directors or officers of the Company,
the Company believes it is advantageous to enter into
indemnification agreements. As such, the Company has entered
into indemnification agreements with its officers and members of
the Board of Directors.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibits Description
5.1 Opinion of Snell & Wilmer L.L.P. as to legality of shares
23.1 Consent of Independent Accountants
23.2 Consent of Snell & Wilmer L.L.P. (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (contained on signature page)
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
II-2
<PAGE>
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act each filing
of the Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer ore controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Marietta, State of
Georgia, on the 27th day of May, 1997.
UNICOMP, INC.
By: /s/ Stephen A. Hafer
--------------------------------------
Stephen A. Hafer
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes and appoints Stephen A. Hafer and L. Allen Plunk, and
each of them, with full power of substitution and resubstitution
and full power to act without the other, as his true and lawful
attorney-in-fact and agent to act in his name, place and stead
and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any
and all post-effective amendments and any registration statement
relating to the same offering as this Registration Statement that
is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing, ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated below on the 27th
day of May, 1997.
Signature Title
/s/ Stephen A. Hafer Chairman of the Board, President and Chief Executive
- --------------------- Officer (Principal Executive Officer)
Stephen A. Hafer
/s/ L. Allen Plunk Chief Financial Officer (Principal Financial and
- --------------------- Accounting Officer)
L. Allen Plunk
/s/ J. Patrick Henry Director
- ---------------------
J. Patrick Henry
/s/ Nelson J. Millar Director
- ---------------------
Nelson J. Millar
/s/ B. Michael Wilson Director
- ---------------------
B. Michael Wilson
/s/ Thomas Zimmerer Director
- ---------------------
Thomas Zimmerer
II-4
<PAGE>
EXHIBIT 5.1
OPINION OF SNELL & WILMER AS TO LEGALITY OF SHARES
<PAGE>
May 27, 1997
UniComp, Inc.
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
Ladies and Gentlemen:
Reference is made to your proposed registration and offering of up to
95,000 shares of Common Stock of UniComp, Inc., as contemplated by the
Prospectus contained in the Registration Statement (the "Registration
Statement") on Form S-3 to be filed by you on May 27, 1997, with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements, and other
instruments, certificates, orders, opinions, correspondence with public
officials, certificates provided by your officers and representatives, and
other documents, as we have deemed necessary or advisable for the purposes of
rendering the opinions set forth herein.
Based on the foregoing, and without further inquiry, it is our opinion
that after (i) the Registration Statement shall have become effective, and
(ii) you shall have received from the holder of the warrant a notice of
exercise with respect thereto, accompanied by payment of the purchase price
as contemplated in the Registration Statement and in any relevant amendment
thereto or in any Rule 424 supplement to the prospectus contained in the
Registration Statement, the 95,000 shares of Common Stock subject to such
warrant will be validly issued, fully paid and non-assessable.
Consent is hereby given to the use of this opinion as part of the
Registration Statement referred to above and to the use of our name wherever
it appears in said Registration Statement and the related prospectus.
VERY TRULY YOURS,
SNELL & WILMER L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
UniComp, Inc. on Form S-3 of our report dated May 23, 1996, on our audits of
the consolidated financial statements and financial statement schedule of
UniComp, Inc. as of February 29, 1996 and February 28, 1995, and for the
three years ended February 29, 1996, February 28, 1995 and February 28, 1994,
appearing in the Company's Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P
Atlanta, Georgia
May 27, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
UniComp, Inc. on Form S-3 of our report, which includes an explanatory
paragraph for the acquisition of Smoky Mountain Technologies, Inc. on April
16, 1996, which has been accounted for as a pooling of interests, dated
August 23, 1996, on our audits of the supplemental consolidated financial
statements of UniComp, Inc. as of February 29, 1996 and February 28, 1995,
and for the three years ended February 29, 1996, February 28, 1995 and
February 28, 1994, appearing in the prospectus filed pursuant to 424(b) of
UniComp, Inc. filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 on November 13, 1996. We also consent to the
reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P
Atlanta, Georgia
May 27, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
UniComp, Inc. on Form S-3 of our report dated May 2, 1996, on our audit of
the financial statements of Smoky Mountain Technologies, Inc. as of December
31, 1995, and for the year then ended, appearing in the periodic report on
Form 8-K filed April 16, 1996, and as amended on Form 8-K/A on June 27, 1996,
of UniComp, Inc. filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1934. We also consent to the reference to our firm
under the caption "Experts."
COOPERS & LYBRAND L.L.P
Atlanta, Georgia
May 27, 1997
PriceWaterhouse
27 May 1997
We consent to the incorporation by reference in this registration statement
on Form S-3 of our reports dated 24 April 1997, 29 January 1997, 3 November
1995, and 2 November 1994 on our audits of the financial statements of CEM
Computers Limited. We also consent to the reference to our firm under the
Caption "Experts."
Price Waterhouse
Belfast
27 May 1997
JCM/JWM/CY
