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As filed with the Securities and Exchange
Commission on October 31, 1997 Reg. No. 33- 98564
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
Post-Effective Amendment No. 1 to
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNICOMP, INC.
(Exact name of registration 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.
Long-Term Incentive Plan
----------------------------------------
(Full title of the Plan)
Steve Hafer Copy to:
Chairman, President and Chief Executive Officer David F. Evans, Esq.
UniComp, Inc. Snell & Wilmer L.L.P.
1850 Parkway Place, Suite 925 111 East Broadway, Suite 900
Marietta, Georgia 30067 Salt Lake City, Utah 84111
(770) 424-3684 (801) 237-1900
(Name, address and telephone number,
including area code, of agent for service)
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
- --------------------------------------------------------------------------------
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
____________ _____________ ______________ _________________ ____________
Common Stock
$.01 500,000 $ 9.28 $4,640,000.00 $1,407.00
par value
- --------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the UniComp, Inc. Long-Term
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 for October 27, 1997.
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Explanatory Note
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (Registration No. 33-98564) (the "Registration Statement") of
UniComp, Inc. (the "Company") registers 500,000 additional shares of the
common stock, par value $0.01 per share ("Common Stock") of the Company that
may be issued pursuant to the exercise of options issued or to be issued
under the Company's Long-Term Incentive Plan, as amended (the "Plan").
The Registration Statement with respect to the Common Stock and relating
to the Plan was filed with the Securities and Exchange Commission on October
25, 1995 and is effective as of the date hereof. Pursuant to Instruction E
to Form S-8, the contents of the Registration Statement are incorporated
herein by reference.
There is no information required in this Registration Statement that is
not in the Registration Statement referenced above. This Registration
Statement is filed solely to register additional securities of the same class
as the securities registered pursuant to the effective Registration Statement
referenced above relating to the Plan.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Marietta, State of Georgia, on October 31, 1997.
UNICOMP, INC.
By /s/ Stephen A. Hafer
-----------------------------------------------
Stephen A. Hafer
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the 1933 Act, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacity and on the dates indicated below.
Signature Title Date
- --------- ----- ----
/s/ Stephen A. Hafer Chairman of the Board, President and October 31, 1997
- --------------------- Chief Executive Officer (Principal
Stephen A. Hafer Executive Officer)
/s/ L. Allen Plunk Chief Financial Officer (Principal October 31, 1997
- --------------------- Financial and Accounting Officer)
L. Allen Plunk
*
- ---------------------
J. Patrick Henry Director October 31, 1997
*
- ---------------------
Nelson J. Millar Director October 31, 1997
3
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- ---------------------
B. Michael Wilson Director October 31, 1997
*
- ---------------------
Thomas Zimmerer Director October 31, 1997
/s/ Stephen A. Hafer
- ---------------------
*Stephen A. Hafer October 31, 1997
Attorney-in-Fact
4
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
5.1 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Snell & Wilmer
L.L.P. (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of Independent
Accountants
24.1 Power of Attorney (contained
on signature page of original
Form S-8)
99.1 Amendment Number 1 to the
UniComp, Inc. Long-Term
Incentive Plan
5
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EXHIBIT 5.1
Opinion of Snell & Wilmer L.L.P.
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October 31, 1997
UniComp, Inc.
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
Ladies and Gentlemen:
Reference is made to your proposed registration and offering of 500,000
shares of Common Stock of UniComp, Inc., as contemplated by the Post
Effective Amendment No.1 to Registration Statement on Form S-8 filed by you
on October 31, 1997 (the "Registration Statement"), 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, 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.
Sincerely yours,
SNELL & WILMER L.L.P.
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EXHIBIT 23.1
Consent of Snell & Wilmer L.L.P.
(Included in the opinion filed as Exhibit 5.1)
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EXHIBIT 23.2
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 22, 1997, on our audits of the
consolidated financial statements and financial statement schedule of UniComp,
Inc. as of February 28, 1997, and February 29, 1996, and for the years ended
February 28, 1997, February 29, 1996 and February 28, 1995, which report is
included in the Company's annual report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
October 30, 1997
<PAGE>
EXHIBIT 99.1
Amendment Number 1 to the
UniComp, Inc. Long-Term Incentive Plan, as amended
<PAGE>
AMENDMENT NUMBER 1
TO THE
UNICOMP, INC. LONG-TERM INCENTIVE PLAN
UniComp, Inc. (the "Company") previously adopted the UniComp, Inc. Long-Term
Incentive Plan (the "LTI Plan"). By this instrument, the Company desires to
amend the Plan to increase the number of shares of the Company's stock available
for issuance under the LTI Plan from 1,200,000 to 1,700,000.
I. This Amendment shall amend only those provisions specified herein and
all other provisions of the LTI Plan shall remain unchanged and in full force
and effect.
II. Section 5.1 of the LTI Plan is hereby amended and restated in its
entirety as follows:
NUMBER OF SHARES subject to adjustment provided in Section 15.1,
the aggregate number of shares of Stock reserved and available for
Awards which may be used to provide a basis of measurement for or to
determine the value of an Award (such as with a Stock Appreciation Right
or Performance Share Award) shall be 1,700,000.
III. This Amendment to the LTI Plan shall be effective as of June 1, 1997,
the date it was adopted by the Company's Board of Directors.
