<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
UNICOMP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
UNICOMP INC.
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 29, 1997
To the Stockholders of UniComp, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of UniComp, Inc. (the "Company") will be held at the offices of
the Company at 1850 Parkway Place, Suite 925, Marietta, Georgia 30067, on
August 29, 1997, at 3:00 P.M., Eastern Standard Time, for the following
purposes:
1. To elect the Directors of the Company to hold office for a term of one
year or until their successors are duly elected and qualified;
2. To approve the adoption of the 1996 Director Incentive Plan;
3. To approve an amendment to the Company's Long-Term Incentive Plan to
increase the number of shares available under such plan; and
4. To transact such other business as may properly come before the Meeting
and any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on June 20, 1997
as the record date for the determination of Stockholders entitled to notice
of and to vote at the Meeting. Only holders of the Company's Common Stock at
the close of business on the record date will be entitled to vote at the
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 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
STOCKHOLDERS ARE URGED TO COMPLETE AND EXECUTE THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED WHEN MAILED IN THE
UNITED STATES. YOUR ATTENDANCE AT THE MEETING IS URGED. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND EXECUTE THE ENCLOSED PROXY.
SUCH ACTION WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON SHOULD YOU CHOOSE TO
ATTEND THE MEETING.
* Approximate date of mailing to Stockholders: July 7, 1997
<PAGE>
UNICOMP, INC.
1850 Parkway Place
Suite 925
Marietta, Georgia 30067
PROXY STATEMENT
---------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On August 29, 1997
---------------------------------------
This Proxy Statement is furnished to the holders of the $.01 par value common
stock (the "Stockholders" and "Common Stock", respectively) of UniComp, Inc.
(the "Company") in connection with the solicitation of proxies by the Board
of Directors of the Company to be voted at its Annual Meeting of Stockholders
to be held on August 29, 1997 (the "Meeting") or any adjournment thereof. The
Meeting will be held at the offices of the Company at 1850 Parkway Place,
Suite 925, Marietta, Georgia 30067, at 3:00 P.M, Eastern Standard Time. It is
anticipated that this Proxy Statement will be mailed to Stockholders
beginning on or about July 7, 1997.
VOTING OF PROXIES
Proxies shall be voted in accordance with the directions of the Stockholders
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, FOR the
approval of the 1996 Director Incentive Plan, and FOR the approval and
amendment to the Long-Term Incentive Plan. The Board of Directors knows of no
other matter or motion to be presented at the Meeting. If, however, any other
matter or motion should properly be presented at the Meeting upon which a
vote may be taken, it is the intention of the persons named in the
accompanying 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 to the Company may revoke it at any time
before it is exercised by: (1) delivering written notice of revocation to
Mary Ann Culpepper, Corporate Secretary, UniComp, Inc., 1850 Parkway Place,
Suite 925, Marietta, Georgia, 30067; (2) executing and delivering a duly
executed Proxy bearing a later date; or (3) appearing at 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, telephone, telegraph, facsimile machine or
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.
2
<PAGE>
REQUIRED VOTE
Only holders of record of shares of the Company's Common Stock as of the
close of business on June 20, 1997 (the "Record Date") will be entitled to
notice of and to vote at the Meeting. At such date, there were 6,876,274
shares of the Company's Common Stock 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 voting by the holders of a majority of the
issued and outstanding shares of the Company entitled to vote, represented in
person or by Proxy, constitutes a quorum at any Stockholders' meeting. The
affirmative vote of a majority of a quorum of Stockholders is required for
approval of all items being submitted to the Stockholders for their
consideration, except for the election of Directors, which is determined by a
simple plurality of votes cast. Each Stockholder is entitled to one vote for
each share held on the Record Date. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting for
purposes of determining the presence of a quorum. Each is tabulated
separately. Abstentions will be included in tabulations of the votes cast for
purposes of determining whether a proposal has been approved. Broker
non-votes will not be counted for purposes of determining the number of votes
cast for a proposal. All proxies delivered pursuant to this solicitation are
revocable at any time at the option of the persons executing them by giving
written notice to the Corporate Secretary of the Company, by delivering a
later Proxy, or by voting in person at the meeting. Present management, which
beneficially holds 24.6% of the aggregate of the Common Stock, has indicated
its intention to vote FOR all Directors and proposals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Principal Stockholders and Management
The following table sets forth, as of June 20, 1997, certain information
regarding the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock; (ii) the Company's Chief Executive Officer; (iii)
each Director and Executive Officer of the Company; 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 60 days of this Proxy, but options owned by others
(even if exercisable within 60 days) are deemed not to be outstanding shares.
3
<PAGE>
<TABLE>
<CAPTION>
PERCENT
Names and Addresses of Shares Percent Beneficially
Beneficial Owner Beneficially Owned (1) Owned
- ---------------- ---------------------- -------
<S> <C> <C>
Stephen A. Hafer (2) 1,314,550 18.8%
2133 Wood Glenn Lane
Marietta, Georgia 30067
J.Patrick Henry 195,000 2.8%
111 Montgomery Ferry Drive
Atlanta, Georgia 30309
B.Michael Wilson (3) 169,688 2.4%
RR2 Box 231
Murphy, North Carolina 28906
L.Allen Plunk (4) 16,666 *
1840 Settindown Drive
Roswell, Georgia 30075
Thomas Zimmerer (5) 10,700 *
Box 70700
East Tennessee State University
Johnson City, Tennessee 37614
Nelson J. Millar (5) 7,200 *
81 Raven Hill Park
Belfast, Northern Ireland BT60DG
All Directors and Executive Officers 1,713,804 24.6%
as a group (6 persons)
Fidelity Management & Research Company 489,500 7.1%
(Fidelity)(6)
82 Devonshire Street
Boston, Massachusetts 01209
</TABLE>
- ------------------------
* Less than 1%
(1) Each individual has sole voting and investment power with respect to
these shares, except as noted below.
(2) Includes 289,000 shares held by Arccom Technologies, Inc., of which Mr.
Hafer is President and sole shareholder; 400,000 shares held by Arccom
Commercial Lending, Inc., of which Mr. Hafer is Chairman of the Board and
a majority shareholder; 20,000 shares held by Foutz & Associates, Inc., a
company owned by Marta Hafer, Mr. Hafer's spouse; 20,000 shares held by
Marta Hafer; and 500 shares owned by Shawn Hafer, Mr. Hafer's son. Also
includes 75,000 shares subject to options exercisable within 60 days of
June 20, 1997.
(3) Includes 13,878 shares held by Mr. Wilson's children.
(4) Includes 16,666 shares subject to options exercisable within 60 days of
June 20, 1997.
(5) Includes 5,000 shares subject to options exercisable within 60 days of
June 20, 1997.
(6) Of the shares reported, Fidelity has sole voting power for 41,600 of the
shares, shared voting power for none of the shares, and sole investment
power for all of the shares.
4
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
General
At the Meeting, the Stockholders 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 FOR THE PERSONS NAMED BELOW
AS THE NOMINEES FOR DIRECTORS OF THE COMPANY. All of the nominees 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
cast votes for the election in his stead of such other person or persons as
management of the Company may recommend.
The Board of Directors recommends that the Stockholders vote FOR all of the
nominees for election to the Board of Directors listed below.
Nominees for Directors
The nominees for election to the Board of Directors of the Company are
considered and recommended by the Nominating Committee of the Board of
Directors (see "Committees of the Board of Directors"). The Board of
Directors considers the recommendations of the Nominating Committee and
recommends the nominees to the Stockholders.
The following information is set forth with respect of the nominees for
Directors to be elected at the Meeting:
<TABLE>
<CAPTION>
Name Age
---- ---
<S> <C>
Stephen A. Hafer 48
J. Patrick Henry 44
Nelson J. Millar 60
B. Michael Wilson 41
Thomas Zimmerer. 56
</TABLE>
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 Arccom
Commercial Lending, Inc., 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.
5
<PAGE>
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 of ICS Computing Group Limited.
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.
B. Michael Wilson. Mr. Wilson has been President of Smoky Mountain
Technologies, Inc. since October 1993, and a Director of the Company since
January 1997. 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.
Thomas Zimmer. 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.
Committees of the Board of Directors
During the fiscal year ended February 28, 1997, the Company's Board of
Directors met six (6) 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 and specific compensation levels for executive officers. The
Compensation Committee also administers the Long-Term Incentive Plan. The
Compensation Committee met two (2) times during the fiscal year ended
February 28, 1997. Each incumbent member was in attendance at the meetings.
6
<PAGE>
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. The Audit and Nominating Committee will
consider candidates for the Board recommended by Stockholders if such
recommendations are delivered to the Company no later than: (a) with respect
to an election to be held at an annual meeting of Stockholders, ninety days
in advance of such meeting; and (b) with respect to an election to be held at
a special meeting of Stockholders for the election of Directors, the close of
business on the seventh day following the date on which notice of such
meeting is first given. Each such recommendation shall set forth: (a) the
name and address of the Shareholder who intends to make the nomination and
the person or persons to be nominated; (b) a representation that the
Shareholder is a holder of record of stock of the Company entitled to vote at
such meeting and intends to appear in person or by Proxy at the meeting to
nominate the person or persons specified in the recommendation; (c) a
description of all arrangements or understandings between the Shareholder and
each nominee and any other person or persons pursuant to which the nomination
or nominations are to be made by the Shareholder; (d) such other information
regarding each nominee proposed by such Shareholder as would be required to
be included in a Proxy Statement filed pursuant to the proxy rules of the
Commission, had the nominee been nominated, or intended to be nominated, by
the Board of Directors; and (e) the consent of each nominee to serve as a
Director of the Company if so elected. The Audit and Nominating Committee met
one (1) time during the fiscal year ended February 28, 1997. Each incumbent
member of the Committee was in attendance at the meeting.
COMPENSATION PLANS AND ARRANGEMENTS
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 1996
Director Incentive Plan (see "Proposal 2, Approval of the 1996 Director
Incentive Plan"). Under the 1996 Director Incentive 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 on March 1, 1997 and ending on March 1, 2005. The
exercise price of options granted to nonemployee Directors is 100% of the
fair market value of the Common Stock on the day before the date of grant.
All such options are immediately exercisable on their date of grant. During
fiscal year 1997, none of the Directors exercised options under the 1996
Director Incentive Plan.
Compensation of Executive Officers
The following table sets forth certain information regarding compensation of
the Company's Chief Executive Officer and other Executive Officers who
received total compensation in excess of $100,000 during fiscal years ended
February 28, 1995, February 29, 1996 and February 28, 1997.
7
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
SECURITIES
UNDERLYING
FISCAL ANNUAL ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS GRANTED COMPENSATION
- ------------------------------------------------------ ----------- ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Stephen A. Hafer 1997 $ 110,000 $ 0 0 $ 0
President and Chief Executive Officer 1996 100,000 0 150,000 0
1995 63,000 0 0 12,000(1)
B. Michael Wilson (2) 1997 $ 100,000 $ 0 50,000 $ 38,000 (3)
President of Smoky Mountain Technologies, Inc.
</TABLE>
- ------------------------
(1) Mr. Hafer received $1,000 per month as a Director of the Company for fiscal
years 1994 and 1995.
(2) Mr. Wilson joined the Company in April, 1996 and for this reason
compensation data is not included for fiscal years 1995 and 1996.
(3) Mr. Wilson received a car allowance of $1,000 per month for fiscal year
1997 and an additional one time payment of $26,000.
Stock Option/SAR Grants in Last Fiscal Year
The following table sets forth certain information regarding options for
Common Stock granted to Executive Officers during the fiscal year ended
February 28, 1997. The table includes the potential realizable value which
would exist based on assumed annual compounded rates of Common Stock price
appreciation of five and ten percent over the full term of the options. No
stock appreciation rights ("SARs") were granted in fiscal year 1997.
Options/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED RATES OF
STOCK
NUMBER OF PERCENT OF PRICE APPRECIATION
SECURITIES TOTAL OPTIONS FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ---------------------
NAME GRANTED (1) FISCAL YEAR SHARE DATE 5% 10%
- ------------------------------------------------ ----------- --------------- ----------- ----------- --------- ----------
Stephen A. Hafer................................ 0 0.0% n/a n/a n/a n/a
B. Michael Wilson............................... 50,000 19.2% $ 6.00 10/5/99 $ 50,000 $ 107,000
L. Allen Plunk.................................. 50,000 19.2% $ 6.00 10/5/99 $ 50,000 $ 107,000
</TABLE>
- ------------------------
(1) These options were granted on August 19, 1996.
8
<PAGE>
Stock Option Values
The following table sets forth, as of February 28, 1997, certain information
regarding options held by the Company's Chief Executive Officer and other
Executive Officers. As of that date, no stock options had been exercised by
the Executive Officers.
1997 Fiscal Year-End Option Values
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END (1)
-------------------------- --------------------------
<S> <C> <C> <C> <C>
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- ----------- ------------- ----------- -------------
Stephen A. Hafer.......................................... 75,000 75,000 $ 249,000 $ 249,000
J. Patrick Henry.......................................... 25,000 25,000 83,000 83,000
B. Michael Wilson......................................... 16,666 33,334 10,500 21,000
L. Allen Plunk............................................ 16,666 33,334 10,500 21,000
</TABLE>
- ------------------------
(1) Represents the closing sale price of the Common Stock on February 28,
1997 of $6.63 per share, minus the per share exercise price of the
options multiplied by the number of shares issuable upon exercise of the
options.
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. The Company has reserved 1,200,000 shares of
Common Stock for grants under the LTI Plan. Management has proposed to
increase the number of shares available to be granted under the LTI Plan and
to extend the expiration date of such plan (see "Proposal 3, Approval of the
Amendment to the Long-Term Incentive 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. The LTI Plan provides for the grant of both Incentive Stock
Options (the "ISO") and Non-Qualified Stock Options (the "NQSO"). An optionee
will not be treated as receiving taxable income upon either the grant of an
ISO or upon the exercise of an ISO. However, the difference between the
exercise price and the fair market value on the date of exercise will be an
item of tax preference at the time of exercise in determining liability for
the alternative
9
<PAGE>
minimum tax, assuming that that common stock is either transferable or
subject to a substantial risk of forfeiture under Section 83 of the Internal
Revenue Code. If at the time of exercise, the common stock is both
non-transferable and is subject to a substantial risk of forfeiture, the
difference between the exercise price and the fair market value of the common
stock (determined at the time the common stock becomes either transferable or
not subject to a substantial risk of forfeiture) is a tax preference item in
the year in which the common stock becomes either transferable or not subject
to a substantial risk of forfeiture. If common stock acquired by the exercise
of an ISO is not sold or otherwise disposed of within two years from the date
of its grant and is held for at least one year after the date such common
stock is transferred to the optionee, any gain or loss resulting from its
disposition will be treated as a long-term capital gain or loss. If such
common stock is disposed of before the expiration of the above-mentioned
holding periods, a "disqualifying disposition" will occur. If a disqualifying
disposition occurs, the optionee will realize ordinary income in the year of
the disposition in an amount equal to the difference between the fair market
value of the common stock on the date of exercise and the exercise price, or
the selling price of the common stock and the exercise price, whichever is
less. The balance of the optionee's gain on a disqualifying disposition, if
any, will be taxed as capital gain. In the event an optionee exercises an ISO
using common stock acquired by a previous exercise of an ISO, unless the
stock exchange occurs after the required holding periods, such exchange shall
be deemed a disqualifying disposition of the stock exchanged. The Company
will not be entitled to any tax deduction as a result of the grant or
exercise of an ISO, or on a later disposition of the common stock received,
except that in the event of a disqualifying disposition, the Company will be
entitled to a deduction equal to the amount of ordinary income realized by
the optionee. No taxable income will be realized by an optionee upon the
grant of an NQSO, nor is the Company entitled to a tax deduction by reason of
such grant. Upon the exercise of an NQSO, the optionee will realize ordinary
income in an amount equal to the excess of the fair market value of the
common stock on the date of exercise over the exercise price and the Company
will be entitled to a corresponding tax deduction, provided that the Company
deducts and withholds applicable taxes from the amounts paid to the optionee.
Upon a subsequent sale or other disposition of common stock acquired through
exercise of an NQSO, the optionee will realize short-term or long-term
capital gain or loss to the extent of any intervening appreciation or
depreciation. Such a resale by the optionee will have no tax consequence to
the Company. As of June 20, 1997, options to purchase 832,336 shares of
Common Stock were outstanding under the LTI Plan, options to purchase 297,664
shares of Common Stock had been exercised, and 70,000 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. A recipient who receives an SAR award is not subject to tax at the time
of the grant and the Company is not entitled to a tax deduction by reason of
such grant. At the time such award is exercised, the recipient must include
in income the appreciation inherent in the SARs (i.e., the difference between
the fair market value of the common stock on the date of grant and the fair
market value of the common stock on the date the SAR is exercised). The
Company is entitled to a corresponding tax deduction in the amount equal to
the income includable by the recipient in the year
10
<PAGE>
in which the recipient recognizes taxable income with respect to the SAR,
provided that it withholds taxes on the amount recognized upon exercise of
the SARs. As of June 20, 1997, 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. A recipient of a Restrictive Stock
Award will recognize ordinary income equal to the fair market value of the
common stock ("Restricted Stock") at the time the restrictions lapse. The
Company is entitled to a tax deduction equal to the amount of income
recognized by the recipient in the year in which the restrictions lapse,
provided that the Company withholds applicable taxes. Instead of postponing
income taxes of a Restrictive Stock Award, the recipient may elect to include
the fair market value of the common stock in income in the year the award is
granted. This election is made under Section 83(b) of the Internal Revenue
Code. This Section 83(b) election is made by filing a written notice with the
Internal Revenue Service office with which the recipient files his or her
Federal income tax return. The notice must be filed within 30 days of the
date of grant and must meet certain technical requirements. The tax treatment
of the subsequent disposition of Restricted Stock will depend upon whether
the recipient has made a Section 83(b) election to include the value of the
common stock in income when awarded. If the recipient makes a Section 83(b)
election, any disposition thereafter will result in a capital gain or loss
equal to the difference between the selling price of the common stock and the
fair market value of the common stock on the date of the grant. Such capital
gain or loss will be a long-term or short-term capital gain or loss depending
upon the period the Restricted Common Stock is held. If no Section 83(b)
election is made, any disposition thereafter will result in a capital gain or
loss equal to the difference between the selling price of the common stock
and the fair market value of the common stock on the date the restriction
lapsed. Again, such capital gain or loss will be a long-term or short-term
capital gain or loss depending upon the period the Restricted Stock is held.
During the period in which a recipient holds Restricted Stock, if dividends
are declared prior to the lapse of the restrictions, the dividends will be
treated for tax purposes by the recipient and the Company in the following
manner: if the recipient makes a Section 83(b) election to recognize income
at the time of the Restricted Stock Award, the dividends will be taxed as
dividend income to the recipient when the restrictions lapse. Under such
circumstances, the Company will not be entitled to a tax deduction, nor will
it be required to withhold for applicable taxes. If no Section 83(b) election
is made by the recipient, the dividends will be taxed as compensation to the
recipient at the time the restrictions lapse and will be deductible by the
Company subject to income tax withholding at that time. As of June 20, 1997,
no restricted stock awards had been granted under the LTI Plan.
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. A recipient of a Performance Share Award will not realize taxable
income at the time of the grant, and the Company will not be entitled to a
deduction by reason of such grant. Instead, a recipient of Performance Shares
will recognize ordinary income equal to the fair market value of the shares
at the time the performance goals related to the Performance Shares are
attained and paid to the recipient. The Company is entitled to a tax
deduction equal to the amount of income recognized by the recipient in the
year in which the performance goals are achieved, provided that the Company
withholds applicable taxes. As of June 20, 1997, 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
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<PAGE>
of Common Stock upon the exercise of the underlying option or SAR. A
recipient of a Dividend Equivalent Award will not realize taxable income at
the time of grant, and the Company will not be entitled to a deduction by
reason of such grant. Instead, when the option upon which the Dividend
Equivalent Award is exercised, the recipient must include in ordinary income
the fair market value of the common stock issued in payment of the Dividend
Equivalent Award at the time the award is paid. The Company will be entitled
to a tax deduction in an amount, at the time that the participant recognizes
ordinary income due to the payment of the Dividend Equivalent Award. However,
to receive that tax deduction, the Company must deduct and withhold taxes
from amounts paid to the optionee. The amount included as ordinary income in
the optionee's income becomes the optionee's tax basis for determining gains
or losses on the subsequent sale of the common stock. As of June 20, 1997, 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 June 20, 1997, no such stock-based awards have been granted.
401(k) Plan
The Company operates a 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"). After
satisfying the plan eligibility requirements, employees of the Company may
enroll in the 401(k) Plan on the first of any month. 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 15%) 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 employee satisfies the plan eligibility
requirements. Participants may alter their contribution amounts at any time.
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, (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,
or 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 fiscal years.
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<PAGE>
COMPENSATION COMMITTEE REPORT
The following report shall not be deemed incorporated by reference into any
filing under the Securities Act of 1993 ("1933 Act") or under the Securities
Exchange Act of 1934 ("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 a 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
Compensation Committee, while the salary of other executive officers is
established by the Chief Executive Officer and the Compensation Committee. In
establishing salaries for executive officers, the Compensation Committee and
Chief Executive Officer consider 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. All these factors are
considered in establishing salaries, however, their relative importance
varies depending upon the individual's responsibilities. Prime sources of
information in determining executive salaries are surveys published by
Culpepper & Associates, a major source for technology salary surveys, and
Coopers & Lybrand L.L.P.
Respectfully submitted,
COMPENSATION COMMITTEE:
Stephen A. Hafer
John Patrick Henry
B. Michael Wilson
Nelson J. Millar
Dr. Thomas W. Zimmerer
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<PAGE>
PERFORMANCE GRAPH1
The following graph shows a comparison of cumulative total returns for
UniComp, Inc., the NASDAQ Stock Market--U.S. Index ("NASDAQ--US") and the
NASDAQ Computer & Data Processing Index ("NASDAQ Comp & DP") during the five
year period ending February, 1997. The comparison assumes $100 was invested
on the last trading day of February, 1992 in the Company's Common Stock and
in each of the indices and assumes the reinvestment of all dividends, if any.
The performance shown in the graph is not necessarily indicative of future
performance.
<TABLE>
<CAPTION>
UNICOMP, INC. NASDAQ--US NASDAQ--COMP & DP
------------- ---------- -----------------
<S> <C> <C> <C>
February 1992 100 100 100
February 1993 66 106 98
February 1994 68 126 111
February 1995 56 128 134
February 1996 132 178 204
February 1997 106 212 240
</TABLE>
______________________________
1Note: This Section of the Proxy Statements shall not be deemed to be
incorporated by reference into any filing by the Company with the SEC under
the 1933 Act or the 1934 Act, notwithstanding any such incorporation by
reference of any other portions of this Proxy Statement.
14
<PAGE>
CERTAIN TRANSACTIONS
During the fiscal year ended February 28, 1997, Stephen A. Hafer, Chairman,
President and Chief Executive Officer of the Company, pursuant to a
promissory note to the Company issued by Mr. Hafer and two promissory notes
issued to the Company by Arccom Technologies, Inc., a company controlled by
Mr. Hafer, owed the Company $347,130 in principal and interest on such
promissory notes. The promissory notes bore interest at 10% per annum and
were scheduled to mature on March 1, 1997. Unrelated to the Company or the
above-mentioned indebtedness, Mr. J. Patrick Henry, President of Unibol, Inc.
and a Director of the Company, was obligated to make certain payments to Mr.
Hafer. In satisfaction of his unrelated obligations to Mr. Hafer, Mr. Henry
transferred 68,626 shares of Common Stock owned by Mr. Henry to the Company
in full satisfaction of the above-described indebtedness owed by Mr. Hafer to
the Company pursuant to such promissory notes.
PROPOSAL 2
APPROVAL OF THE 1996 DIRECTOR INCENTIVE PLAN
General. The 1996 Director Incentive Plan ("Director Plan") was adopted by
the Company's Board of Directors in September 1996, subject to Stockholder
approval. 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 Stockholders. 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 1934 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.
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<PAGE>
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.
The Board of Directors recommends that the Stockholders vote FOR the
ratification of the 1996 Director Incentive Plan.
PROPOSAL 3
APPROVAL OF THE AMENDMENT TO THE LONG-TERM INCENTIVE PLAN
On June 1, 1997, the Board of Directors unanimously approved and recommends
that the Stockholders approve, an amendment to the Company's Long-Term
Incentive Plan (the "LTI Plan"), increasing the number of shares of Company
Common Stock available for awards under the LTI Plan from 1,200,000 shares to
1,700,000 shares.
In light of historical usage and expected future grants, the Company expects
these increases will be adequate to meet its requirements. The Company
intends to register the 500,000 share increase on Form S-8 under the
Securities Act of 1933 as soon as practicable after receiving shareholder
approval.
The Board believes that the use of long-term incentives as authorized under
the LTI Plan to be beneficial to the Company as a means of promoting the
success and enhancing the value of the Company by linking the personal
interests of its key employees to those of its Stockholders and by providing
them with an incentive for outstanding performance. These incentives also
provide the Company flexibility in its ability to attract and retain the
services of employees upon whose judgment, interest, and special effort the
successful conduct of the Company's operation is largely dependent. The LTI
Plan is described in more detail under the heading "Long-Term Incentive
Plan", contained in this Proxy Statement.
The Board of Directors recommends that the Stockholders vote FOR the approval
of the amendment to the Long-Term Incentive Plan.
16
<PAGE>
SHAREHOLDER PROPOSALS
For a Shareholder proposal to be presented at the next annual meeting, it
must be received by the Company no later than March 31, 1998, in order to be
included in the Proxy Statement and Proxy for the 1998 annual meeting. Any
such proposals should be sent to Mary Ann Culpepper, Corporate Secretary,
UniComp, Inc., 1850 Parkway Place, Suite 925, Marietta, Georgia, 30067.
OTHER MATTERS
Independent Auditors
Coopers & Lybrand L.L.P. has served as the Company's independent auditor
since December, 1993. The Company's Board of Directors has again selected
Coopers & Lybrand, L.L.P to serve as the Company's independent auditor for
the fiscal year ending February 28, 1998. Notwithstanding the selection, the
Board of Directors, in its discretion, may direct the appointment of a new
independent accounting firm at any time during the year if the Board feels
that such a change would be in the best interest of the Company and its
Stockholders.
Neither Coopers & Lybrand L.L.P., nor any of its members has any financial
interest, direct or indirect, in the Company, nor has Coopers & Lybrand
L.L.P., nor any of its members been connected with the Company as promoter,
underwriter, voting trustee, director, officer, or employee. At present, no
representatives from Coopers & Lybrand L.L.P. plan to attend the Meeting.
Other Matters before the Meeting
Management knows of no other matters which are likely to be brought before
the Meeting. If any other business requiring a vote of the Stockholders
should properly come before the Meeting, the proxies will be voted by the
persons named herein in accordance with their judgment on such matters.
ANNUAL REPORTS ON FORM 10-K
The Annual Report on Form 10-K for the fiscal year ended February 28, 1997
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
17
