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As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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UNICOMP, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 0-15671
Colorado 84-1023666
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
(770) 424-3684
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
STEPHEN A. HAFER
Chairman, President and Chief Executive Officer
UNICOMP, INC.
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
(770) 424-3684
(Name, address, including zip code, and telephone
number, including area code of agent for service)
copy to:
DAVID K. ARMSTRONG
SNELL & WILMER
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 237-1900
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Approximate date of commencement of proposed sale to public: From time to time
after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
---
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to be to be offering price aggregate registration
registered(1) registered(2) per unit(2) offering price(3) fee
- ---------------- ------------- -------------- ----------------- -------------
<S> <C> <C> <C> <C>
Common Stock 885,863 $3.25 $2,879,054.75 $850.00
</TABLE>
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(1) This registration statement ("Registration Statement") covers the resale
by certain selling security holders ("Selling Shareholders") of up to an
aggregate of 885,863 shares of common stock $.01 par value of UniComp.
Inc. (the "Company"), 560,865 shares of which were previously acquired
by such Selling Shareholders and 324,998 shares of which may be acquired
by such Selling Shareholders upon the exercise of presently outstanding
warrants.
(2) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's Common Stock, in order to prevent dilution, the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low prices of the Registrant's Common Stock on
August 4, 1998, as reported by Nasdaq National Market.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
<PAGE>
PROSPECTUS
UNICOMP, INC.
1850 PARKWAY PLACE, SUITE 925
MARIETTA, GEORGIA 30067
TELEPHONE (770) 424-3684
885,863 SHARES OF COMMON STOCK
This prospectus (the "Prospectus") relates to the offer and sale of up
to an aggregate 885,863 shares of common stock, $.01 par value (the "Common
Stock") of UniComp, Inc., a Colorado corporation, (the "Company" or
"UniComp") 560,865 shares of which were previously acquired by certain
selling shareholders (the "Selling Shareholders") and 324,998 of which may be
acquired upon the exercise of presently outstanding warrants held by certain
Selling Shareholders (the "Warrants"). The Company's Common Stock is listed
on the Nasdaq National Market System ("Nasdaq") under the symbol "UCMP." All
Shares are being offered for sale from time to time by the Selling
Shareholders or by pledgees, donees, transferees, or other successors of such
Selling Shareholders, on Nasdaq or otherwise at market prices then prevailing
or at negotiated prices then obtainable. See "Plan of Distribution" and
"Selling Shareholders."
The Company has agreed to pay certain of the expenses of the Selling
Shareholders pursuant to this Prospectus but will not receive any of the
proceeds from the sale of the Shares offered pursuant hereto by the Selling
Shareholders. For further information concerning offerings of the Shares from
time to time hereunder by the Selling Shareholders, see "Plan of Distribution."
The Selling Shareholders may sell the Common Stock from time to time in
underwritten public offerings, in transactions pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), in privately
negotiated transactions, in ordinary brokers' transactions through the
facilities of Nasdaq or otherwise, at market prices prevailing at the time of
such sale, at prices relating to such prevailing market prices, or at negotiated
prices. The Company will not receive any of the proceeds from the sale of Common
Stock by the Selling Shareholders. The net proceeds to the Selling Shareholders
will be the proceeds received by such Selling Shareholders upon such sales, less
brokerage commissions. All expenses incurred in connection with the registration
of the Common Stock, other than any underwriting or brokerage discounts,
commissions and selling expenses with respect to the Common Stock being sold by
the Selling Shareholders, will be borne by the Company. See "Plan of
Distribution."
The purchase of the Shares involves a high degree of risk. See "Risk
Factors" beginning on page 6 for a discussion of certain factors that should be
considered by prospective purchasers of the Common Stock offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 7, 1998.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D. C. a registration statement (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
relating to this Prospectus. This Prospectus, which constitutes part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the Rules and Regulations of the Commission. Statements contained in this
Prospectus as to the provisions of any documents filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete and, in each instance, reference is made to the copy of
such document as so filed. Each such statement is qualified in its entirety by
such reference. For further information pertaining to the shares hereby offered
and to the Company, reference is made to the Registration Statement, including
exhibits filed as part thereof, copies of which may be obtained from the Public
Reference Section of the Commission, Washington, D. C. 20549 at prescribed
rates.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy or information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy or information statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Avenue, N.W., Washington, D.C. 20549, and at the following
regional offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048, and Chicago Regional Office,
CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549 at prescribed rates. The Commission also
maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of such site is
http://www.sec.gov. The Common Stock is traded on the Nasdaq National Market.
Reports, proxy or information statements and other information concerning the
Company may be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the Commission
(File No. 0-15671) are hereby incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended May 31, 1998.
(c) Description of Capital Stock contained in the Company's
Registration Statement on Form 8-A, including all amendments or reports
filed for the purpose of updating such description.
All other documents and reports filed by the Company with the Commission
pursuant to Sections 13, 14, or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering described
herein, shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the time of the filing of such documents.
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Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
documents which also is or is deemed to be incorporated by reference herein
modified or supersedes such statement. Any such statement so modified or so
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon the written or oral request of such person, a copy of any or all of the
documents incorporated by reference in this Prospectus (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that the Prospectus incorporates). Written or oral requests
for such copies should be directed to UniComp, Inc., Corporate Secretary, 1850
Parkway Place, Suite 925, Marietta, Georgia 30067, telephone (770) 424-3684.
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RISK FACTORS
THE PURCHASE OF THE COMMON STOCK OFFERED HEREBY INVOLVES SUBSTANTIAL RISK. THE
FOLLOWING FACTORS, IN ADDITION TO THE INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS, SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS
BUSINESS BEFORE PURCHASING THE SHARES.
Highly Competitive Information Technology Industry
The information technology industry is intensely competitive and subject to
rapid change. The Company believes the principal competitive factors it faces
include reputation and quality of service, relative price and performance,
technical expertise and product availability. The Company's competitors in the
information technology services market include installation and service
organizations within many established companies, computer manufacturers, custom
software developers, regional systems integrators and software and hardware
distributors and systems consultants. The market for the Company's
platform-migration software is highly competitive as well. The Company believes
that the principal competitive factors in this business include product
performance, time to market for new product introductions, adherence to industry
standards, price and marketing and distribution resources. The market for the
Company's transaction-processing systems is also highly competitive. The Company
believes that the principal competitive factors in this business include the
ability to provide a comprehensive, integrated transaction-processing system,
product performance, time to market for new product introductions, adherence to
industry standards, price, marketing and distribution resources. Some of the
Company's current and potential competitors have longer operating histories and
financial, sales, marketing, technical and other competitive resources that are
substantially greater than those of the Company. As a result, the Company's
competitors may be able to adapt more quickly to changes in customer needs or to
devote greater resources than the Company to sales, marketing and product
development. As the markets in which the Company competes have matured, product
price competition has intensified and is likely to continue to intensify. Such
price competition could adversely affect the Company's results of operations.
There can be no assurance that the Company will be able to continue to compete
successfully with existing or new competitors.
Dependence on Foreign Sales
The Company's revenues from international operations represented 69%, 66%
and 75% of total revenues for fiscal years 1996, 1997 and 1998, respectively.
The Company expects that its international operations will continue to account
for a significant percentage of its total revenues. Certain risks are inherent
in international operations, including unexpected changes in regulatory
requirements, currency exchange rate fluctuations, changes in trade policy or
tariff regulations, customs matters, longer payment cycles, higher tax rates or
additional withholding requirements, difficulty in enforcing agreements,
intellectual property protection difficulties, foreign collection problems and
military, political and transportation obstacles. In addition, foreign
operations involve uncertainties arising from local business practices, cultural
considerations and international political and trade tensions. Denomination of
the Company's revenues and expenses are generally in corresponding currencies.
As a result the Company has not hedged against foreign currency exchange rate
risks to date. The Company may in the future seek to implement hedging
techniques with respect to foreign currency transactions. There can be no
assurance, however, that such hedging activities would successfully protect
against foreign currency exchange losses or against other international sales
risks such as exchange limitations, price controls or other foreign currency
restrictions.
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Rapid Technological Change and Introduction of New Products and Services
The information technology industry is characterized by rapid technological
advances, changes in customer requirements and frequent new product
introductions and enhancements, which could disrupt the Company's services
business and render the Company's products obsolete. The Company's future
success will depend in large part on its ability to anticipate and respond to
such advances, changes and new product introductions. Any failure by the Company
to do so could have a material adverse effect on its competitive position and
results of operations. In addition, the Company is subject to the risks
generally associated with new product introductions and applications, including
lack of market acceptance, delays in development or failure of products to
perform as expected. Many of the Company's software products, including certain
transaction-processing products, UNIBOL400, and the Company's year 2000 products
have yet to achieve a substantial installed user base. There can be no assurance
as to when, if ever, these products will achieve a substantial market acceptance
or user base. One of the elements of the Company's growth strategy is to use the
business relationships and the knowledge of its customer's computer systems
obtained in providing year 2000 products and services to generate additional
revenue through providing other products and services to these clients. There
can be no assurance, however, that the Company will be successful in generating
additional business from its year 2000 customers. In addition, by utilizing
significant resources during the next several years to solve its customers year
2000 problems, the Company's ability to continue to deliver other products and
services could be adversely affected.
Potential for Delays in Product Introduction
Delays in product development and introduction may have an adverse effect on
the product's success and the Company's reputation and results of operations,
and may allow competitors to introduce products and gain market share during any
such delays. Any failure by the Company to timely develop and introduce new
products and product enhancements that are responsive to market conditions and
customer requirements may have an adverse effect on the Company's business,
results of operations and financial condition. Furthermore, the complex software
products developed by the Company may contain undetected errors when first
introduced or when new versions are released. There can be no assurance that
current or future releases of Company products will not contain errors or that
any such errors will not result in loss or delay of market acceptance of such
products. The Company has previously experienced delays in developing and
introducing new products, and there can be no assurance that it will be able to
introduce future products on a timely basis.
Management of Overseas Operations
The Company's headquarters and administrative offices are in Atlanta,
Georgia; however, as of June 30, 1998, approximately 375 of the Company's 450
employees work in the Company's United Kingdom facilities. This geographical
distance, as well as the time-zone difference, can isolate management from
operational issues, delay communications and require devotion of a significant
amount of time, effort and expense to international travel. There can be no
assurance that the Company will not face significant management demands
associated with its international operations in the future. Any significant
disruption in the management of the Company's international operations could
have a material adverse effect on the Company's business, results of operations
and financial condition.
7
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Operations in Northern Ireland
A substantial majority of the Company's personnel and operations are located
in Northern Ireland. Northern Ireland has historically experienced periods of
religious, civil and political unrest. There can be no assurance that further
unrest in Northern Ireland will not occur, which could disrupt the Company's
ability to provide information technology services and product development
programs and have a material adverse effect on the Company's results of
operations and financial condition. For each of the past three fiscal years, the
Company received grants of approximately $0.4 million from the government of
Northern Ireland to fund the Company's research and development programs. The
Company's use of these funds is subject to various rules and regulations,
including the requirement that the Company repay such funds in the event it
removes certain operations from Northern Ireland. There can be no assurance that
the Company will continue to be eligible for or will receive similar grants in
the future or, if such grants are received, whether additional restrictions will
apply to the Company's use of such funds.
Risk of Acquisition Program
A substantial portion of the Company's growth to date has been attributable
to its acquisition program, which has primarily been driven by opportunities
that have presented themselves to the Company. Significant administrative,
operational and financial resources are required to successfully integrate and
manage the Company's diverse businesses. There are numerous operational and
financial risks involved in managing acquired businesses, including difficulties
in assimilating acquired operations, diversion of management's attention,
amortization of acquired intangible assets, increases in administrative costs,
additional costs associated with debt or equity financing and potential loss of
key employees or customers of acquired operations. There can be no assurance
that the Company will be successful in integrating its current acquisitions or
retaining and motivating key personnel of acquired companies. Any failure to
integrate the Company's current and potential future businesses, maintain and
expand its acquired customer and technology base and retain and motivate key
employees of acquired companies could have an adverse effect on the Company's
business, results of operations and financial condition. While the Company has
no understandings, commitments or agreements with respect to any acquisition, it
anticipates that potential acquisition opportunities may become available in the
future. There can be no assurance that the Company will complete any future
acquisitions or that any completed acquisition will result in the Company's
receiving the anticipated benefit of any such acquisition.
Competitive Market for Technical Personnel and Retention of Key Employees
The Company's success depends in part on its ability to attract, hire, train
and retain qualified managerial, technical and sales and marketing personnel.
Competition for such personnel is intense. In particular, there can be no
assurance that the Company will be successful in attracting and retaining the
technical personnel it requires to conduct and expand its operations
successfully. The Company's results of operations could be materially adversely
affected if the Company were unable to attract, hire, train and retain qualified
personnel. The Company's success also depends to a significant extent on the
continued service of Stephen A. Hafer, its President and Chief Executive
Officer, and other members of the Company's management, the loss of any one of
whom could have a material adverse effect on the Company's business, results of
operations and financial condition. None of the Company's executive officers is
party to a written employment or noncompete agreement with the Company.
8
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Uncertainty of Future Results
Revenues generated by the Company's software products and services are
difficult to forecast because of the evolving product lifecycle of the UNIBOL36
product, the recent introductions of the UNIBOL400 product and year 2000
solutions and the recent acquisitions of the Company's transaction-processing
businesses. In addition, although the Company's service revenues are more
predictable than its product revenues, unexpected variations in job pricing and
complexity could have an adverse effect on the profitability of customer service
projects. The Company bases its expense levels, which are relatively fixed in
the short term, in significant part on its expectations of future product
revenues and service demands. If demand for the Company's products and services
is below expectations, results of operations could be adversely affected.
Dependence on Proprietary Technology
Much of the Company's future success depends on its ability to protect its
proprietary technology. The Company relies principally on trade secret and
copyright law, as well as nondisclosure agreements and other contractual
arrangements, to protect such proprietary technology. There can be no assurance
that such measures will be adequate to protect the Company from infringement by
others of its technologies or that the Company will be effective in preventing
misappropriation of its proprietary rights. In addition, the laws of some
foreign countries do not protect the Company's proprietary rights to the same
extent as do the laws of the United States.
Educational Hardware Sales
The Company's business may be adversely affected by reductions in historical
governmental purchasing patterns of education hardware.
Risk of Claim Associated with Acquisition
In connection with an acquisition in 1993, the Company incurred a claim by
the seller related to pension overfunding. Based upon the advise of its U.K.
solicitor, the Company believes that it has adequate defenses to this claim such
that the expected outcome would not be material to the Company's results of
operations or financial condition. Due to uncertainties of the legal process,
however, there can be no assurance that the outcome of this claim will be in
accordance with the Company's expectations.
Control by Management and Principal Shareholders
The Company's executive officers and directors and their affiliates
beneficially hold an aggregate of approximately 20% of the Company's outstanding
shares of Common Stock. As a result, these shareholders, acting together, may be
able to exert significant influence on many matters requiring approval by the
shareholders of the Company, including the election of directors.
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Year 2000
Software applications that use only two digits to identify a year may fail
or create errors in the year 2000 (the "Year 2000 issue"). The Company began
evaluating the Year 2000 issue in 1996 and is currently continuing such efforts.
The Company has implemented upgrades to a substantial portion of its products to
address the Year 2000 issue. In addition, the Company is working with each
business partner vendor of software included in the Company's product offering
in an effort to ensure their products address the Year 2000 issue. The Company
is currently evaluating the status of each of its products which is not, at
present, Year 2000 compliant and anticipates that the costs to insure compliance
will not be material to the Company's financial position and results of
operations. Although to date the expense of upgrading product applications to
make them Year 2000 compliant has not been material, there can be no assurance
that the Company will not incur material costs with respect to such issues in
the future. In addition, the Company has plans in place to make all critical
internal systems Year 2000 compliant by the middle of 1999 and will incur
non-material costs to do so. There can be no assurance that the Company's plans
will be able to address fully, or at all, the impact of the Year 2000 issue on
the Company, which could have a material adverse effect upon the Company's
business, financial condition and results of operations.
Year 2000 Conversion Tools and Services
The Company anticipates that the demand for its Year 2000 conversion tools
and services will terminate on or before January 1, 2000 and therefore the
Company expects it will not generate any revenues from on-going products and
services in connection with Year 2000 conversion tools and services on or after
January 1, 2000, if not before. There can be no assurance that the loss of
customer demand for Year 2000 services will not materially reduce the Company's
consolidated gross revenues.
Accounts Receivable
Concentrations of credit risks with respect to trade accounts receivable is
generally diversified due to the large number of entities comprising the
Company's worldwide customer base. The Company performs ongoing credit
evaluations on certain of its customers' financial conditions, but generally
does not require collateral to support customer receivables. The Company
establishes an allowance for uncollectible accounts based on factors surrounding
the credit risk of specific customers, historical trends and other information.
The Company has had recent problems in collecting receivables from the
transaction-processing business unit. These problems resulted in a $1.3 million
increase in the allowance for uncollectible accounts in fiscal year 1998. There
can be no assurance that the Company's procedures will identify all potential
uncollectible accounts in a timely manner and additional significant adjustments
to the Company's allowance for uncollectible accounts may be necessary from time
to time.
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Operating Results Dependant on Product Development
The business of the Company is subject to national and worldwide economic
and political influences such as recession, political instability, the economic
strength of governments, and rapid change in technology. The Company's operating
results are dependent on its ability to rapidly develop, manufacture, and market
innovative products that meet customers demands. Inherent in this process are a
number of risks that the Company must manage in order to achieve favorable
operating results. The process of developing new high technology products is
complex and uncertain, requiring innovative designs and features that anticipate
customer needs and technological trends. The products, once developed, must be
manufactured and distributed in sufficient volumes at acceptable costs to meet
demand. The development of such products involve risks and uncertainties,
including but not limited to risk of product demand, market acceptance, economic
conditions, competitive products and pricing, difficulties in product
development, commercialization, technology, and other risks. The Company's
success will depend on the level of market acceptance and enhancements to the
market on a timely and cost effective basis, and its ability to maintain a labor
force sufficiently skilled to compete in the current environment. Additionally,
there is increasing competition in the Company's products and services
businesses, and there can be no assurance that the Company's current products or
services will remain competitive or that the Company's development efforts will
produce products with the cost and performance characteristics necessary to
remain competitive.
Estimates Contained in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements. In addition, these estimates and assumptions affect the reported
amounts of revenues and expenses during the reporting period as well. Amounts
affected by these estimates include, but are not limited to, the estimated
useful lives, related amortization expense and carrying value of the Company's
intangible assets and capitalized software development costs, accrued reserves
for contingencies and estimates to complete fixed price contracts. Changes in
the status of certain matters or facts or circumstances underlying these
estimates could result in material changes to these estimates, and actual
results could differ from these estimates.
Volatility of Stock Price
The Common Stock is currently quoted and traded on the Nasdaq National
Market. The market price of the Common Stock could be subject to significant
fluctuations in response to quarterly variations in the Company's results of
operations, changes in earnings estimates by analysts, announcements of new
products or services offered by the Company or its competitors, loss of key
customer, distributor or vendor relationships, general conditions in the
computer software industry, or other events or factors, including events or
factors that may be unrelated to the Company. Furthermore, in recent years, the
stock market in general, and the market for shares of stock in technology
companies in particular, has experienced extreme price fluctuations. Such
fluctuations could materially and adversely affect the market price of the
Common Stock in the future.
11
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Shares Eligible for Future Sale
Sales of a substantial number of shares of Common Stock in the public market
following this registration, or the perception that such sales could occur,
could adversely affect the market price of the Common Stock. Upon completion of
this registration, in addition to the 560,865 shares registered hereby,
approximately 5.6 million shares, will be immediately eligible for resale in the
public market without restriction under the Securities Act. Approximately 1.8
million shares of Common Stock are eligible for sale in the public market,
subject to the provisions of Rule 144 under the Securities Act.
As of June 30, 1998, an aggregate of 350,000 shares of Common Stock were
reserved for issuance pursuant to certain warrants. Holders of such warrants
possess certain registration rights with regard to the shares, issuable
thereunder.
As of June 30, 1998, 894,000 shares of Common Stock were subject to options
outstanding under the Long Term Incentive Plan ("LTI Plan") at a weighted
average exercise price of $4.30. 366,000 of these options were currently
exercisable at that date at a weighted average exercise price per share of $3.63
per share. The remainder of these options become exercisable at various points
over the next three years. An additional 440,000 shares of Common Stock are
reserved for future issuance under the LTI Plan. The Company has filed a
registration statement on Form S-8 (Registration No. 33-64312, as amended)
registering the shares of Common Stock reserved for future issuance under the
LTI Plan, thus permitting the resale of such shares in the public market without
restriction under the Securities Act, subject to Rule 144.
As of June 30, 1998, 20,000 shares of Common Stock were subject to options
outstanding under the Director Incentive Plan ("Director Plan"), all of which
were currently exercisable at a weighted average exercise price per share of
$6.31 per share. An additional 130,000 shares of Common Stock were reserved for
future issuance under the Director Plan. The Company filed a Registration
Statement on Form S-8 (Registration No. 333-21313) registering the shares of
Common Stock reserved for future issuance under the Director Plan, thus
permitting the resale of such shares in the public market without restriction
under the Securities Act, subject to Rule 144.
Antitakeover Effect of Certain Charter Provisions
The Company's Board of Directors has the authority to issue up to 5 million
shares of Preferred Stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any further vote or action by the Company's shareholders. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of any Preferred Stock that may be issued in the
future. The issuance of Preferred Stock may have the effect of delaying,
deterring or preventing a change in control of the Company without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of Common Stock. The Company has no present plans to issue shares
of Preferred Stock. Furthermore, certain provisions of the Company's charter
documents may have the effect of delaying or preventing changes in control or
management of the Company, which could have an adverse effect on the market
price of the Common Stock.
No Dividends on Common Stock
The Company has not paid any cash dividends on the Common Stock since its
inception and does not anticipate paying cash dividends for the foreseeable
future.
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USE OF PROCEEDS
The Common Stock is being registered by the Company for the benefit of the
Selling Shareholders and will be sold from time to time pursuant to this
Prospectus by the Selling Shareholders. Other than the exercise price of the
Warrants as may be exercised from time to time, the Company will not receive any
proceeds from the sale of the Common Stock by the Selling Shareholders. See
"Selling Shareholders." The Selling Shreholders are not obligated to exercise
their Warrants and there can be no assurance that they will choose to
exercise all or any of the Warrants. The Company intends to apply the net
proceeds it receives from the exercise of the Warrants, to the extent any are
exercised, to augment its working capital for general corporate purposes.
SELLING SHAREHOLDERS
On November 29, 1997, Novatek Corporation ("Novatek") and Sun and Sky
Development Corporation ("SSDC") merged with and into a wholly-owned
subsidiary of the Company pursuant to an Agreement and Plan of Reorganization
(the "Novatek Merger"). On January 8, 1998, the Company acquired Industrial
Computing Machines Limited ("ICM"), an Ireland corporation (the "ICM
Acquisition"). A total of 896,161 shares of the Company's Common Stock were
exchanged to consummate the Novatek Merger and the ICM Acquisition, of which
560,865 shares are being offered hereunder for the account of the Selling
Shareholders identified below. Pursuant to the terms and conditions of the
Novatek Merger and the ICM Acquisition, the Company is required to use its
best efforts to register for public sale those shares of Common Stock issued
to the Selling Shareholders. This Prospectus is a part of the Registration
Statement filed by the Company in order to satisfy this requirement. In
addition, certain warrant holders of the Underwriters Warrant and Advisor
Warrants (see Description of Securities) have exercised their registration
rights to register shares underlying such Warrants as part of the
Registration Statement. Except as set forth below, the Selling Shareholders
had no position, office or other material relationship with the Company or
any of its predecessors or affiliates within the past three years. The
following table summarizes the Selling Shareholders' security ownership prior
to this offering, the number of securities being offered by the Selling
Shareholders and the number of securities owned by the Selling Shareholders
after giving effect to this offering as of June 30, 1998:
<TABLE>
<CAPTION>
Common Shares Common Shares
Beneficially Owned Being Registered Common Shares Owned
Name of Security Holder Prior to Offering for Resale After this Offering(1)
Number Percent Number Number Percent
<S> <C> <C> <C> <C> <C>
Ray Lawlor 11,667 * 11,667 0 -
John Corr 2,500 * 2,500 0 -
Maria Delaney 2,500 * 2,500 0 -
The Governor and Company of the Bank of
Ireland 27,695 * 27,695 0 -
DCC Business Expansion Fund Limited 9,936 * 9,936 0 -
DCC plc 15,897 * 15,897 0 -
Smurfit Venture Investments Limited 24,839 * 24,839 0 -
Forbairt 12,419 * 12,419 0 -
E. Barry Huffstetler 461,954 5.8% 230,977 230,977 2.9%
Gregory J. Huffstetler 43,829 * 43,829 0 *
Stephen M. Howe 208,639 2.6% 104,320 104,319 1.3%
Joseph Ganci 37,143 * 37,143 0 -
Riad T. Alakkam 37,143 * 37,143 0 -
Warrants
Cruttenden Roth Incorporated(2) 150,000 1.9% 150,000 0 -
BC Capital Corp.(3) 131,250 1.6% 131,250 0 -
James S. Cassel(4) 21,874 * 21,874 0 -
Steven N. Bronson(5) 21,874 * 21,874 0 -
TOTAL 1,221,159 14.8% 885,863 335,296 4.2%
</TABLE>
- ----------
* less than 1%
(1) Assumes all shares being registered on behalf of the Selling Shareholder
will be offered and sold.
(2) Security holder served as Underwirter to the Company in a prior public
offering of Company common stock. Shares beneficially owned include 150,000
shares which are issuable upon exercise of a Warrant.
(3) Security holder has served a a financial advisor to the Company. Shares
beneficially owned include 131,250 shares which are issuable upon exercise
of a warrant.
(4) Security holder has served as a financial advisor to the Company. Shares
beneficially owned include 21,874 shares which are issuable upon
exercise of a warrant.
(5) Security holder has served as a financial advisor to the Company. Shares
beneficially owned include 21,874 shares which are issuable upon
exercise of a warrant.
13
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by each Selling Shareholder that each Selling
Shareholder expects to offer his Common Stock to or through brokers and dealers
and underwriters to be selected by the Selling Shareholder from time to time. In
addition, the Common Stock may be offered for sale through the Nasdaq National
Market, through a market maker, in one or more private transactions, or a
combination of such methods of sale, at prices and on terms then prevailing, at
prices related to such prices, or at negotiated prices. Each Selling Shareholder
may pledge all or a portion of the Common Stock owned by him as collateral in
loan transactions. Upon default by any such Selling Shareholder, the pledgee in
such loan transaction would have the same rights of sale as such Selling
Shareholder under this Prospectus. Each Selling Shareholder also may enter into
exchange traded listed option transactions which require the delivery of the
Common Stock listed hereunder. Each Selling Shareholder may also transfer Common
Stock owned by him in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer
without consideration, and upon any such transfer the transferee would have the
same rights of sale as such Selling Shareholder under this Prospectus. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 of the Securities Act of 1933, as amended (the"1933 Act"),
may be sold under Rule 144 rather than pursuant to this Prospectus. Finally,
each Selling Shareholder and any brokers and dealers through whom sales of the
Common Stock are made may be deemed to be "underwriters" within the meaning of
the 1933 Act, and the commissions or discounts and other compensation paid to
such persons may be regarded as underwriters compensation.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The authorized capital stock of the Company consists of 30 million shares,
consisting of 25 million shares of Common Stock, par value $.01 per share, and 5
million shares of Preferred Stock, par value $1.00 per share.
Common Stock
As of June 30, 1998, 7,921,586 shares of Common Stock were issued and
outstanding. Holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of shareholders. Holders of Common Stock are
entitled to such dividends, if any, as may be declared by the Board of Directors
at its discretion out of funds legally available for that purpose, and to
participate pro rata in any distribution of the Company's assets upon
liquidation after the payment of all debts and payment to holders of Preferred
Stock. Holders of Common Stock have no preemptive or conversion rights, nor are
there any redemption or sinking fund rights with respect to the Common Stock.
There is no cumulative voting with respect to the election of Directors, which
means that the holders of a majority of the shares can elect all the Directors
if they choose to do so. All outstanding shares of Common Stock are, and all
shares of Common Stock offered hereby will be, validly issued, fully paid and
nonassessable.
14
<PAGE>
Preferred Stock
The Company currently has no shares of Preferred Stock outstanding and has
no current plans to issue any shares of Preferred Stock. The Board of Directors
has the authority to issue Preferred Stock from time to time in one or more
series and, without further approval of the shareholders, to fix the dividend
rights and terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences, sinking funds and any other rights, preferences,
privileges and restrictions applicable to each series of Preferred Stock. The
issuance of Preferred Stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could, among other things,
adversely affect the rights of the holders of Common Stock.
The potential issuance of Preferred Stock may have the effect of delaying,
deterring or preventing a change in control of the Company, may discourage bids
for the Common Stock at a premium over the market price of the Common Stock and
may adversely affect the market price of, and the voting and other rights of the
holders of, the Common Stock.
Underwriters Warrant
In conjunction with the Company's Registration Statement on Form S-1 filed
in November 1996 (Registration No. 333-12209), the Company issued a warrant to
purchase 150,000 shares of Common Stock at an exercise price of $8.25 per share
to Cruttenden Roth, the underwriters of the transaction (the "Underwriters
Warrant"). The Underwriters Warrant expires on November 18, 2000. The holders of
the Underwriters Warrant possesses certain demand and incidental registration
rights with regard to the shares issuable thereunder and has exercised such
rights to include such shares in this Registration Statement.
Advisor Warrants
In July, 1996, the Company entered into a financial consulting agreement
with B C Capital Corp., an affiliate of the investment banking firm of Barber &
Bronson. In connection therewith, the Company granted to B C Capital Corp. and
certain of its affiliates the warrants to purchase an aggregate of 87,500 shares
of Common Stock at $6.00 per share and warrants to purchase an aggregate of
87,500 shares of Common Stock at $7.00 per share (combined the "Advisor
Warrants"). The Advisor Warrants expire on July 15, 2001. The holders of the
Advisor Warrants possess certain demand and incidental registration rights with
regard to the shares issuable thereunder and have exercised such rights to
include such shares in this Registration Statement.
Note Warrant
In conjunction with a private placement of convertible notes in December
1995, the Company issued a warrant to purchase 25,000 shares of Common Stock at
an exercise price of $6.90 per share to the placement agent for such transaction
(the "Note Warrant"). The Note Warrant expires on December 20, 2000. The holders
of the Note Warrant possess certain demand and incidental registration rights
with regard to the shares issuable thereunder.
15
<PAGE>
Antitakeover Considerations
The Company's Board of Directors has the authority, without shareholder
approval, to issue up to 5 million shares of Preferred Stock and to determine
the rights and preferences thereof. This authority, together with certain
provisions of the Company's Amended and Restated Bylaws (the "Bylaws"), may
discourage takeover attempts or tender offers that could result in shareholders
receiving a premium over the market price for the Common Stock or that
shareholders may otherwise consider to be in their best interests.
Indemnification of Directors and Officers of the Company
The Company's Bylaws provide that the Company may indemnify any person who
was or is made a party or is threatened to be made a party to any threatened,
pending or completed action by reason of being a Director, officer, employee,
fiduciary or agent of the Company or serving at the request of the Company as a
Director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner reasonably
believed to be in the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Company has also entered into indemnification
agreements pursuant to which it has agreed, among other things, to indemnify its
Directors and officers against certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Corporate Stock
Transfer, Denver, Colorado.
LEGAL MATTERS
The law firm of Snell & Wilmer L.L.P., Salt Lake City, Utah, has acted as
counsel to the Company in connection with this offering and will render an
opinion as to the legality of the shares of Common Stock being offered hereby.
EXPERTS
The financial statements and schedule as of February 28, 1998 and for the
year then ended, incorporated by reference in this prospectus and elsewhere in
the registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the two fiscal years
ended February 28, 1997, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
such firm as experts in auditing and accounting.
16
<PAGE>
No dealer, salesperson or other person has been authorized in connection with
this offering to give any information or to make any representations other than
those contained in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or solicitation of an offer
to buy any of the securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein is correct as
of any time subsequent to the date hereof or that there has been no change in
the affairs of the Company since such date.
-----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information............................ 4
Documents Incorporated by Reference.............. 4
Risk Factors..................................... 6
Use of Proceeds.................................. 13
Selling Shareholders............................. 13
Plan of Distribution............................. 14
Description of Securities to be Registered....... 14
Legal Matters.................................... 16
Experts.......................................... 16
</TABLE>
885,863 Shares
UniComp, Inc.
Common Stock
-----------------------
PROSPECTUS
-----------------------
August 7, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the estimated costs and expenses to be
borne by the Registrant in connection with the Common Stock being registered
hereby.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.................. $ 850
Legal Fees and Expenses.............................................. 10,000
Accounting Fees and Expenses......................................... 5,000
Blue Sky Fees and Expenses........................................... 1,000
Miscellaneous........................................................ 3,000
---------------
Total....................................................... $ 19,580
---------------
---------------
</TABLE>
Item 14. Indemnification of Directors and Officers
Colorado law permits extensive indemnification of present and former
directors, officers, employees or agents of a Colorado company, whether or not
authority for such indemnification is contained in the indemnifying company's
articles of incorporation or bylaws. Specific authority for indemnification of
present and former directors and officers, under certain circumstances, is
contained in paragraph 12 of the Registrant's Amended and Restated Bylaws (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.
II-1
<PAGE>
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 acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Registrant. No indemnification shall be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the Registrant unless and
only to the extent that the court in which the action is brought determines that
in view of all the circumstances such person is fairly and reasonably entitled
to indemnification for expenses which the court deems proper.
The Registrant's Bylaws also provide that to the extent that an authorized
representative of the Registrant who neither was nor is a director or officer of
the Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding, he or she shall be indemnified by the Registrant for
and against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. Such an authorized
representative may, at the discretion of the Registrant's Board of Directors, be
indemnified by the Registrant in certain circumstances to the same extent he or
she would have been had he or she been a director of officer of the Registrant.
A determination of whether indemnification is proper shall be made by the
Board of Directors by a majority vote of a quorum consisting of disinterested
directors or, if such a quorum is not obtainable or, even if obtainable, as a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or by the Registrant's shareholders. The Registrant shall
advance expenses (including attorneys' fees) upon receipt of an undertaking by
or on behalf of the director to repay such amount unless it is determined that
he or she is entitled to be indemnified.
In order to induce qualified and essential persons to serve as members of
the Board of Directors or officers of the Company, the Company believes it is
advantageous to enter into indemnification agreements. As such, the Company has
entered into indemnification agreements with its officers and members of the
Board of Directors.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibits Description
<S> <C>
2.1 Agreement and Plan of Reorganization by and Among
UniComp, Inc. Smoky Mountain Technologies, Inc.,
Novatek Corporation, its Shareholders, Sun and Sky
Development Corporation and its Shareholders
(previously filed with Form 8-K dated November 29, 1997
and incorporate herein by reference)
5.1 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Snell & Wilmer L.L.P. (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained on signature page)
</TABLE>
II-2
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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 (l)(ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item
II-3
<PAGE>
15 above, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, 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 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
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-3 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 August 7, 1998.
UNICOMP, INC.
a Colorado corporation
By: /s/ Stephen A. Hafer
------------------------
Stephen A. Hafer
Chairman of the Board, President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and
appoints Stephen A. Hafer and L. Allen Plunk, and each of them, with full power
of substitution and resubstitution and full power to act without the other, as
his true and lawful attorney-in-fact and agent to act in his name, place and
stead and to execute in the name and on behalf of each person, individually and
in each capacity stated below, and to file, any and all amendments to this
Registration Statement, including any and all post-effective amendments and any
registration statement relating to the same offering as this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing, ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 7th day of August, 1998.
Signature Title
/s/ Stephen A. Hafer
- -------------------------------------
Stephen A. Hafer Chairman of the Board, President and
Chief Executive Officer (Principal
Executive Officer)
/s/ L. Allen Plunk
- -------------------------------------
L. Allen Plunk Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ J. Patrick Henry
- -------------------------------------
J. Patrick Henry Director
/s/ Nelson J. Millar
- -------------------------------------
Nelson J. Millar Director
/s/ Thomas Zimmerer
- -------------------------------------
Thomas Zimmerer Director
<PAGE>
EXHIBIT 5.1
OPINION OF SNELL & WILMER L.L.P.
August 7, 1998
UniComp, Inc.
1850 Parkway Place, Suite 925
Marietta, Georgia 30067
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to UniComp, Inc., a Colorado corporation (the
"Company"), and in such capacity have examined the Company's Registration
Statement on Form S-3 (the Form S-3, including the amendments thereto being
referred to collectively herein as the "Registration Statement"), to be filed by
the Company with the Securities and Exchange Commission ("Commission") on August
7, 1998 under the Securities Act of 1933, as amended ("Act"), relating to the
proposed registration for resale by certain selling shareholders ("Selling
Shareholders") of up to an aggregate of 885,863 shares of common stock, $.01 par
value per share of the Company, 560,865 of such shares which were previously
acquired by such Selling Shareholders and 324,998 of such shares which may be
acquired by such Selling Shareholders upon the exercise of outstanding
warrants.
As counsel for the Company and for purposes of this opinion, we have made
those examinations and investigations of legal and factual matters we deemed
advisable and have examined originals or copies, certified or otherwise
identified to our satisfaction as true copies of the originals, of those
corporate records, certificates, documents and other instruments which, in our
judgment, we considered necessary or appropriate to enable us to render the
opinion expressed below, including the Company's Articles of Incorporation, as
amended to date, the Company's Bylaws, as amended to date, and the minutes of
meetings of the Company's Board of Directors and other corporate proceedings
relating to the authorization and issuance of the Selling Shareholder's shares.
We have assumed the genuineness and authorization of all signatures and the
conformity to the originals of all copies submitted to us or inspected by us as
certified, conformed or photostatic copies. Further, we have assumed the due
execution and delivery of certificates representing the Selling Shareholder's
shares.
Based upon the foregoing, and relying solely thereon, we are of the opinion
that the Selling Shareholders' shares have been duly authorized and when issued,
were legally and validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. In giving
this consent we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
SNELL & WILMER L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 26, 1998
incorporated by reference in UniComp, Inc.'s Form 10-K for the year ended
February 28, 1998 and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Atlanta, Georgia
July 31, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We consent to the incorporation by reference in the registration statement of
UniComp, Inc. on Form S-3 of our report dated May 22, 1997, except for the third
paragraph of Note 4 as to which the date is November 29, 1997, on our audits of
the consolidated financial statements and financial statement schedule of
UniComp, Inc. as of February 28, 1997 and for the two years ended February 28,
1997, which report is included in the Company's Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Atlanta, Georgia
July 31, 1998
