<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-12
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
UNICOMP, INC.
--------------------------------------------------------------------------------
(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 28, 2000
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 ICM,
a subsidiary of the Company, Mountrath Road, Portlaoise, Republic of Ireland at
1:00 P.M., August 28, 2000, 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 30, 2000
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,
/s/ Mary Ann Culpepper
-----------------------------------
Mary Ann Culpepper,
Corporate Secretary
STOCKHOLDERS ARE URGED TO COMPLETE AND EXECUTE THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED WHEN MAILED IN THE
UNITED STATES. YOUR ATTENDANCE AT THE MEETING IS URGED. WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING, PLEASE COMPLETE AND EXECUTE THE ENCLOSED PROXY. SUCH
ACTION WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON SHOULD YOU CHOOSE TO ATTEND
THE MEETING.
* Approximate date of mailing to Stockholders: July 9, 2000.
<PAGE>
UNICOMP, INC.
1850 Parkway Place
Suite 925
Marietta, Georgia 30067
PROXY STATEMENT
--------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On August 28, 2000
--------------------
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 28, 2000 (the "Meeting") or any adjournment thereof. The Meeting
will be held at the offices of ICM, a subsidiary of the Company, Mountrath Road,
Republic of Ireland, at 1:00 P.M. It is anticipated that this Proxy Statement
will be mailed to Stockholders beginning on or about July 9, 2000.
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 30, 2000 (the "Record Date") will be entitled to notice of
and to vote at the Meeting. At such date, there were 8,312,070 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 18.6% of the aggregate
of the Common Stock, has indicated its intention to vote FOR all Directors and
proposals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of June 30, 2000, 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 BENEFICIALLY
BENEFICIAL OWNER BENEFICIALLY OWNED (1) OWNED(6)
---------------- ---------------------- --------------------
<S> <C> <C>
Stephen A. Hafer (2) 1,389,050 16.3%
2133 Wood Glenn Lane
Marietta, Georgia 30067
J. Patrick Henry (3) 158,000 1.9%
111 Montgomery Ferry Drive
Atlanta, Georgia 30309
Thomas Zimmerer (4) 20,700 *
900 North Benton Avenue
Springfield, Missouri 65802
Nelson J. Millar (5) 21,200 *
81 Raven Hill Park
Belfast, Northern Ireland BT60DG
All Directors and Executive Officers
as a group (4 persons) 1,588,950 18.6%
</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 150,000 shares subject to options
exercisable within 60 days of June 30, 2000.
(3) Includes 25,000 shares subject to options exercisable within 60 days of June
30, 2000.
(4) Includes 15,000 shares subject to options exercisable within 60 days of June
30, 2000.
(5) Includes 20,000 shares subject to options exercisable within 60 days of June
30, 2000.
(6) The denominator used to calculate the percent beneficially owned includes
both the shares outstanding and the 210,000 shares subject to options
exercisable by the individuals listed above.
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:
NAME AGE
---- ---
Stephen A. Hafer 51
J. Patrick Henry 47
Nelson J. Millar 63
Thomas Zimmerer 59
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 29, 2000, the Company's Board of Directors
met two (2) 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
29, 2000. Each incumbent member was in attendance at the meeting.
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 29, 2000. 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 2000,
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 currently
employed who received total compensation in excess of $100,000 during fiscal
years ended February 28, 1998, February 28, 1999 and February 29, 2000.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS
-------------------------------- -----------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
FISCAL ANNUAL ANNUAL COMPEN- AWARDS($) OPTIONS PAYOUTS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) GRANTED ($) SATION($)
--------------------------- -------- ---------- ---------- ---------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen A. Hafer 2000 230,000 - - - - - -
Chief Executive Officer 1999 175,000 - - - - - -
and President 1998 151,000 - - - 150,000 - -
J. Patrick Henry 2000 150,000 - - - - - -
1999 107,465 - - - - 129,750 -
1998 98,939 - - - 50,000 - -
</TABLE>
---------------
STOCK OPTION / SAR GRANTS IN LAST FISCAL YEAR
No options for Common Stock were granted to Executive Officers during the fiscal
year ended February 29, 2000.
STOCK OPTION VALUES
The following table sets forth, as of February 29, 2000, certain information
regarding options held by the Company's Chief Executive Officer and other
Executive Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS AT
AT FY- END (#) FY-END ($)
------------------------------ ---------------------------------
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Hafer - - 150,000 - 394,500 -0-
J. Patrick Henry - - 25,000 - 65,750 -0-
</TABLE>
-------------------
(1) Represents the closing sale price of the Common Stock on February 29, 2000
of $5.94 per share, minus the per share exercise price of the options
($3.31) 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, 2000. The comparison assumes $100 was invested on the last trading day
of February, 1995 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.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG UNICOMP, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX
* $100 INVESTED ON 2/28/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING FEBRUARY 28.
Unicomp Inc (UCMP)
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
------------------------------------------------------------------
2/95 2/96 2/97 2/98 2/99 2/00
<S> <C> <C> <C> <C> <C> <C>
UNICOMP, INC. 100.00 228.57 189.29 192.86 94.64 168.74
NASDAQ STOCK MARKET (U.S.) 100.00 139.36 166.28 227.28 296.02 602.61
NASDAQ COMPUTER & DATA PROCESSING 100.00 152.09 178.96 267.74 419.89 898.99
</TABLE>
Unicomp Inc (UCMP)
<TABLE>
<CAPTION>
Beginning
Transaction Closing No. Of Dividend Dividend Shares Ending Cum. Tot.
Date* Type Price** Shares*** per Share Paid Reinvested Shares Return
--------- ----------- ------- ---------- ---------- --------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2/28/1995 Begin 3.500 28.57 28.571 100.00
2/28/1996 Year End 8.000 28.57 28.571 228.57
2/28/1997 Year End 6.625 28.57 28.571 189.29
2/28/1998 Year End 6.750 28.57 28.571 192.86
2/28/1999 Year End 3.313 28.57 28.571 94.64
2/28/2000 End 5.906 28.57 28.571 168.74
</TABLE>
* Specified ending dates or ex-dividend dates.
** All Closing Prices and Dividends are adjusted for stock splits and stock
dividends.
*** 'Begin Shares' based on $100 investment.
--------------
(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>
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, 2001, in order to be included
in the Proxy Statement and Proxy for the 2001 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
The Company's Board of Directors has selected BDO Seidman, LLP to serve as the
Company's independent auditor for the fiscal year ending February 28, 2001.
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.
Effective March 23, 2000, UniComp, Inc. (the "Company") replaced its independent
auditors, Arthur Andersen L.L.P. ("Arthur Andersen") with BDO Seidman, LLP ("BDO
Seidman"). Arthur Andersen's report on UniComp's financial statements for the
fiscal years ended February 28, 1998 and 1999, contained no adverse opinions 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 Board of Directors.
During the fiscal years ended February 28, 1998 and 1999, there were no
disagreements between the Company and Arthur Andersen 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 Arthur Andersen, 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 during the fiscal years ended February
28, 1998 and 1999.
The Company requested Arthur Andersen furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agreed with the above
statements. A copy of such letter dated, March 27, 2000, was filed as an exhibit
to the Form 8-K reporting this change.
Effective March 23, 2000, the Company engaged BDO Seidman as its independent
auditor for the fiscal year ended February 29, 2000. During the fiscal years
ended February 28, 1998 and 1999 and the subsequent interim period to the date
hereof, the Company did not consult BDO Seidman regarding any of the matters or
events set forth in Item 304 (a)(2)(I) and (ii) of Regulation S-K.
Neither BDO Seidman LLP, nor any of its members has any financial interest,
direct or indirect, in the Company, nor has BDO Seidman LLP, nor any of its
members been connected with the Company as promoter, underwriter, voting
trustee, director, officer, or employee.
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 29, 2000 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.
/s/ Mary Ann Culpepper
------------------------------
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 30, 2000 AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
AUGUST 28, 2000 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
2. 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:_________________________________________________
Signed:________________________________________________
Signed (joint tenant):_________________________________
No. of Shares:_________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE
