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As filed with the Securities and Exchange Commission on February 6, 1997
Reg. No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNICOMP, INC.
(Exact name of registrant as specified in charter)
COLORADO 84-1023666
(State of incorporation) (I.R.S. Employer Identification Number)
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
(770) 424-3684
(Address of principal executive offices)
UNICOMP, INC.
1996 DIRECTOR INCENTIVE PLAN
(Full title of the plan)
<TABLE>
<S> <C>
Steven A. Hafer Copy to:
Chairman, President and Chief Executive Officer David F. Evans
UniComp, Inc. David K. Armstrong
1850 Parkway Place, Suite 925 Snell & Wilmer L.L.P.
Marietta, Georgia 30067 111 East Broadway, Suite 900
(770) 424-3684 Salt Lake City, Utah 84111
(Name, address and telephone number, including area code, (801) 237-1900
of agent for service)
</TABLE>
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]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
________________________________________________________________________________________________
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
____________ _____________ _____________ _____________ _____________
<S> <C> <C> <C> <C>
Common Stock
$.01 150,000 $ 6.44 $ 966,000 $ 293
par value
_________________________________________________________________________________________________
(1) This Registration Statement shall also cover any additional shares of Common Stock which
become issuable under the UniComp, Inc. 1996 Director Incentive Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number of the Company's
outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to
Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the
representative bid and asked prices per share of Registrant's Common Stock, as quoted on a
when-issued basis, on the NASDAQ National Market System on February 3, 1997.
</TABLE>
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UNICOMP, INC.
FORM S-8 REGISTRATION STATEMENT
FOR THE UNICOMP, INC. 1996 DIRECTOR INCENTIVE PLAN
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, $.01 par value ("Common Stock") of UniComp, Inc. (the "Company") in
connection with the UniComp, Inc. 1996 Director Incentive Plan (the "Plan").
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to participants in accordance with Form S-8 and
Securities Act Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated by reference in this Registration Statement:
(a) The Company's annual report on Form 10-K, for the fiscal year ended
February 29, 1996.
(b) The Company's quarterly reports on Form 10-Q for the fiscal quarters
ended May 31, 1996, August 31, 1996, and November 30, 1996.
(c) The Company's current report on Form 8-K filed with the Commission on
April 16, 1996, as amended.
(d) The description of the Company's Common Stock included in the
Company's Registration Statement on Form S-18 (33-4906-D) as filed on
April 15, 1986.
(e) All reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act"), after the date of this Registration Statement and prior
to the filing of a post-effective amendment indicating that all of the
securities offered hereby have been sold, or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
reports and documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
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subsequently filed document which also is incorporated or deemed
incorporated by reference herein modifies or supersedes such statement.
Any such document so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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 (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 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
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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 not 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 Registrant, the Registrant believes
it is advantageous to enter into indemnification agreements. As such, the
Registrant has entered into indemnification agreements with its officers and
members of the Board of Directors.
ITEM 7. EXEMPTION FROM REGISTRATION
Not Applicable.
ITEM 8. EXHIBITS
Exhibit Index located at Page 8.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the 1933 Act);
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
1933 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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in the
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.
C. Insofar as indemnification for liabilities arising under the 1933
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
1933 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 or 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 1933
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 February 6, 1997.
UNICOMP, INC.
By /s/ Stephen A. Hafer
-------------------------
Chairman, President and
Chief Executive Officer
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 1933 Act, 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 1933 Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below on February 6, 1997.
6
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<CAPTION>
Signature Title
----------- -------
<C> <S>
/s/ Stephen A. Hafer
------------------------- Chairman of the Board, President and Chief Executive
Stephen A. Hafer Officer (Principal Executive Officer)
/s/ L. Allen Plunk
------------------------- Chief Financial Officer (Principal Financial and
L. Allen Plunk Accounting Officer)
/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
</TABLE>
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Reg. No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
EXHIBITS TO
FORM S-8
UNDER THE
SECURITIES ACT OF 1933
----------------
UNICOMP, INC.
(Exact Name of Issuer as Specified in Charter)
UNICOMP, INC.
1996 DIRECTOR INCENTIVE PLAN
(Full Titles of Plan)
8
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INDEX TO EXHIBITS
Exhibits Description
- --------------------------------------------------------------------------------
3.1 Certificate of Incorporation of the Registrant (previously filed with
Form S-18, filed April 15, 1986 (Reg. No. 33-04906-D) and incorporated
herein by reference)
3.2 Amendment to Certificate of Incorporation changing the Registrant's
name from Liberty Ventures, Ltd. to UniComp, Inc. (previously filed
with Form S-18, filed April 15, 1986 (Reg. No. 33-04906-D) and
incorporated herein by reference)
3.3 Amended and Restated Bylaws of the Registrant (previously filed with
Form S-1, filed September 18, 1996 (Reg. No. 333-12209) and
incorporated herein by reference)
5.1 Opinion of Snell & Wilmer L.L.P. as to legality of shares
10.1 Form of Indemnification Agreement to be used between the Registrant and
members of the Board of Directors and executive officers of the
Registrant (previously filed with Form S-1, filed September 18, 1996
(Reg . No. 333-12209) and incorporated herein by reference)
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)
99.1 UniComp, Inc. 1996 Director Incentive Plan (previously filed with
Form S-1, filed September 18, 1996 (Reg. No. 333-12209) and
incorporated herein by reference)
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EXHIBIT 5.1
<PAGE>
[SNELL & WILMER L.L.P. LETTERHEAD]
February 6, 1997
UniComp, Inc.
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
Ladies and Gentlemen:
Reference is made to your proposed registration and offering of 150,000
shares of Common Stock of UniComp, Inc., as contemplated by the Registration
Statement (the "Registration Statement") on Form S-8 filed by you on February
6, 1997, with the Securities and Exchange Commission under the Securities Act
of 1933.
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 solely on the foregoing, it is our opinion that after the
Registration Statement shall have become effective and the shares shall have
been issued and delivered as described therein, such shares of Common Stock
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.
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Unicomp, Inc. on Form S-8 of our report dated May 23, 1996, on our audits of
the consolidated financial statements and financial statement schedules of
UniComp, Inc. as of February 29, 1996 and February 28, 1995 and for the years
ended February 29, 1996, February 28, 1995 and 1994 which report is
included in the Company's Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
February 6, 1997
