<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 25, 1998
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 25, 1998, 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; and
2. 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 25,
1998 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. WETHER 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, 1998
<PAGE>
UNICOMP, INC.
1850 Parkway Place
Suite 925
Marietta, Georgia 30067
PROXY STATEMENT
---------------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On August 25, 1998
---------------------------
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 25, 1998 (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, 1998.
VOTING OF PROXIES
Proxies shall be voted in accordance with the directions of the Stockholders.
Unless otherwise directed, proxies will be voted FOR the persons named below
as management's nominees for Directors of the Company. 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 25, 1998 (the "Record Date") will be entitled to
notice of and to vote at the Meeting. At such date, there were 7,929,086
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 19.3% 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 25, 1998, 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>
NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED (1) BENEFICIALLY OWNED
- ------------------- ---------------------- ------------------
<S> <C> <C>
Stephen A. Hafer (2) 1,351,550 16.7%
2133 Wood Glenn Lane
Marietta, Georgia 30067
J. Patrick Henry (3) 145,500 1.8%
111 Montgomery Ferry Drive
Atlanta, Georgia 30309
L. Allen Plunk (4) 33,333 *
1840 Settindown Drive
Roswell, Georgia 30075
Thomas Zimmerer (5) 15,700 *
900 North Benton Avenue
Springfield, Missouri 65802
Nelson J. Millar (6) 17,200 *
81 Raven Hill Park
Belfast, Northern Ireland BT60DG
All Directors and Executive Officers
as a group (5 persons) 1,563,283 19.3%
Barry Huffstetler 461,954 5.7%
12408 NW 62nd Court
Coral Springs, FL 33076
</TABLE>
- -------------------
* Less than 1%
(1) Each individual has sole voting and investment power with respect to
these shares, except as noted below.
(2) Includes 269,000 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 President and a majority
shareholder; 290,000 shares held by the Stephen A. Hafer Living Trust,
of which Mr. Hafer is the trustee; 20,000 shares held by the Louis J.
Hafer Residuary Trust, of which Mr. Hafer is a trustee; 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 10,000 shares
owned by Shawn Hafer, Mr. Hafer's son. Also includes 112,500 shares
subject to options exercisable within 60 days of June 25, 1998.
(3) Includes 12,500 shares subject to options exercisable within 60 days of
June 25, 1998.
(4) Includes 33,333 shares subject to options exercisable within 60 days of
June 25, 1998.
(5) Includes 10,000 shares subject to options exercisable within 60 days of
June 25, 1998.
(6) Includes 15,000 shares subject to options exercisable within 60 days of
June 25, 1998.
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 49
J. Patrick Henry 45
Nelson J. Millar 61
Thomas Zimmerer 57
</TABLE>
STEPHEN A. HAFER. Mr. Hafer has served with the Company since 1990
and currently serves as the Company's Chairman of the Board, President and
Chief Executive Officer, positions he has held since January 1993. Mr. Hafer
has been President and Chairman of Arccom Commercial Lending, Inc., an
asset-based lending company, since 1994. He has also served 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.
THOMAS ZIMMERER. Dr. Zimmerer has been a Director of the Company
since May 1994. Dr. Zimmerer served as Professor of Management, at East
Tennessee State University from 1993 to 1998, and currently serves as
Director of the Breech School of Business Administration at Drury College.
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, 1998, the Company's Board of
Directors met five (5) times. Each incumbent Director was in attendance at
each of these meetings. The Company's Board of Directors has established a
Compensation Committee, consisting of all members of the Board, and an Audit
and Nominating Committee, consisting of Mr. Millar, Dr. Zimmerer and Mr.
Hafer.
The Compensation Committee establishes the Company's general compensation
policies and specific compensation levels for executive officers. The
Compensation Committee also administers the Long-Term Incentive Plan. The
Compensation Committee met one (1) time during the fiscal year ended February
28, 1998. 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, 1998. 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
Director Incentive Plan. Under the 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. 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 1998, none of the Directors exercised options under
the 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 $100,000 during fiscal years ended
February 29, 1996, February 28, 1997 and February 28, 1998.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------- ----------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
FISCAL ANNUAL ANNUAL COMPEN- AWARDS OPTIONS PAYOUTS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($) ($) GRANTED ($) SATION ($)
- --------------------------- ------- ----------- ---------- ---------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen A. Hafer 1998 151,000 0 0 0 0 0 0
Chief Executive Officer 1997 110,000 0 0 0 0 0 0
and President 1996 100,000 0 0 0 150,000 0 0
B. Michael Wilson (1) 1998 113,000 0 0 0 0 0 0
1997 100,000 0 12,000 0 50,000 0 0
</TABLE>
- ---------------
(1) Mr. Wilson joined the Company in April, 1996 and for this reason
compensation data is not included for fiscal year 1996. Mr. Wilson ceased to
be employed by the Company in June 1998.
STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR
No options for Common Stock were granted to Executive Officers during the
fiscal year ended February 28, 1998.
STOCK OPTION VALUES
The following table sets forth, as of February 28, 1998, certain information
regarding options held by the Company's Chief Executive Officer and other
Executive Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS AT
AT FY- END (#) FY-END ($)
----------------------------- ----------------------------------
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Hafer 0 0 112,500 37,500 387,000 129,000
J. Patrick Henry 25,000 143,900 12,500 12,500 43,000 43,000
B. Michael Wilson 16,666 53,300 0 33,334 0 25,000
L. Allen Plunk 0 0 33,333 16,667 25,000 12,500
</TABLE>
- -------------------
(1) Represents the closing sale price of the Common Stock on February 27,
1998 of $6.75 per share, minus the per share exercise price of the
options multiplied by the number of shares issuable upon exercise of
the options.
8
<PAGE>
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 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. 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.
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 1/2, (ii) the employee's retirement with the
Company, (iii) the employee's death or disability, (iv) the termination of
the employee's employment with the Company, or (v) the termination of the
401(k) Plan. The Company pays all expenses associated with the 401(k) Plan.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to the Company under Rule 16a-3(d) during the most recent fiscal year and
Forms 5 and amendments thereto furnished to the Company with respect to its
most recent fiscal year, the Company is not aware of any Director, Officer,
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.
9
<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.
Respectfully submitted,
COMPENSATION COMMITTEE:
Stephen A. Hafer
John Patrick Henry
Nelson J. Millar
Dr. Thomas W. Zimmerer
10
<PAGE>
PERFORMANCE GRAPH(1)
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, 1998. The comparison assumes $100 was invested
on the last trading day of February, 1993 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>
FEB. 1993 FEB. 1994 FEB. 1995 FEB. 1996 FEB. 1997 FEB. 1998
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
UNICOMP, INC. 100 102 84 199 159 162
NASDAQ-US 100 118 120 167 199 273
NASDAQ-COMP & DP 100 113 136 207 244 364
</TABLE>
- ---------------
(1) Note: This Section of the Proxy Statement 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.
11
<PAGE>
CERTAIN TRANSACTIONS
Certain officers have borrowed funds from the Company totaling $0.4 million
principally in the form of unsecured 10% notes which mature February 28, 2002.
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, 1999, in order to be
included in the Proxy Statement and Proxy for the 1999 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
Effective February 23, 1998, the Company replaced its independent auditors,
Coopers & Lybrand L.L.P. ("Coopers & Lybrand") with Arthur Andersen L.L.P.
("Arthur Andersen"). Coopers & Lybrand's report on the Company's financial
statements during the two most recent fiscal years preceding the date hereof
contained no adverse opinion or a disclaimer of opinions, and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change accountants was approved by the Company's
Audit Committee.
During the last two fiscal years and the subsequent interim period to the
date hereof, there were no disagreements between the Company and Coopers &
Lybrand on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s),
if not resolved to the satisfaction of Coopers, would have caused it to make
a reference to the subject matter of the disagreement(s) in connection with
its reports.
None of the "reportable events" described in Item 304(a)(1)(v) of Regulation
S-K occurred with respect to the Company within the last two fiscal years and
the subsequent interim period to the date hereof.
Effective February 23, 1998, the Company engaged Arthur Andersen as its
independent auditors for the fiscal year ended February 28, 1998. During the
last two fiscal years and the subsequent interim period to the date hereof,
the Company did not consult Arthur Andersen regarding any of the matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The Company's Board of Directors has again selected Arthur Andersen LLP to
serve as the Company's independent auditor for the fiscal year ending
February 28, 1999. 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 Arthur Andersen LLP, nor any of its members has any financial
interest, direct or indirect, in the Company, nor has Arthur Andersen LLP,
nor any of its members been connected with the Company as promoter,
underwriter, voting trustee, director, officer, or employee. Representatives
from Arthur Andersen LLP have been invited to attend the Meeting.
12
<PAGE>
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, 1998
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
13
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UNICOMP, INC. PROXY
FOR USE BY HOLDERS OF COMMON STOCK
UniComp, Inc.
1850 Parkway Place
Suite 925
Marietta, GA 30067
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE UNDERSIGNED
HEREBY APPOINTS STEPHEN A. HAFER AS PROXY WITH THE POWER TO APPOINT HIS
SUBSTITUTE, AND HEREBY AUTHORIZES HIM TO REPRESENT AND TO VOTE, AS DESIGNATED
BELOW, ALL SHARES OF COMMON STOCK OF UNICOMP, INC. HELD OF RECORD BY THE
UNDERSIGNED ON JUNE 25, 1998, AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON AUGUST 25, 1998 OR ANY ADJOURNMENT THEREOF.
1. PROPOSAL TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF DIRECTORS.
The security holder may withhold authority to vote for any nominee by lining
through or otherwise striking through the name of said nominee.
( ) FOR all nominees listed below (except as marked to the
contrary below):
( ) WITHOUT AUTHORITY to vote for all nominees listed below:
STEPHEN A. HAFER J. PATRICK HENRY NELSON MILLAR THOMAS W. ZIMMERER
1. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERELY COME BEFORE THE MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY
WILL BE VOTED FOR ALL PROPOSALS.
Please sign exactly as the name appears on the stock certificate. When
shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee or guardian, please give full
title. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name
by authorized person.
Dated:
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Signed:
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Signed (joint tenant):
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No. of Shares:
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PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE
