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FORM 10-KSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Fiscal Year Ended December 31, 1995
Commission File #0-15303
UNICO, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 73-1215433
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
8380 Alban Road, Springfield, VA 22150
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(Address of principal executive offices )(Zip Code)
(Registrant's telephone no., including area code) (703) 644-0200
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1101-B Sovereign Row, Oklahoma City, OK 73108
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(Former name, former address and former fiscal year, if changed since last
report)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Warrants
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. (X)
Revenues for year ended December 31, 1995. $10,480,507
Aggregate market value of the voting common stock held by non-
affiliates of the registrant as of April 1, 1996, was: $2,207,261
Number of shares of the registrant's common stock outstanding as of
April 1, 1996 was: 7,883,095
1
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PART IV
Item 13. Exhibits and Reports on Form 8-K
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(a) The following documents are filed as part of this report:/(7)/
1. Financial statements; see index to financial statement and schedules
immediately following the signature pages of this report./(7)/
2. Financial statement schedules; see index to financial statements and
schedules immediately following the signature pages of this report./(7)/
3. Exhibits:
The following exhibits are filed with this Form 10-KSB and are identified
by the numbers indicated; see index to exhibits immediately following
financial statements and schedules of this report.
2 Plan of Reorganization and Agreement of Merger among UNICO, Inc.,
AEC Acquisitions, Inc. and Cal-Central Marketing Corporation/(1)/
3.1 Certificate of Incorporation, as amended/(2)/
3.2 Bylaws, as amended/(2)/
3.3 Amendment to the Certificate of Incorporation to increase the
authorized shares of Common Stock/(3)/
4.1 Form of Common Stock Purchase Warrant, dated September 11, l986/(4)/
4.2 Form of Class B Common Stock Purchase Warrant dated November 1,
1993/(3)/
4.3 Form of Subordinated Debenture dated October 26, 1993, offered
through Duncan Smith Co./(3)/
4.4 Certificate of Designations, Preferences, and Rights of Series A
Convertible Preferred Stock/(3)/
4.5 Certificate of Designations, Preferences, and Rights of Series A
Redeemable Preferred Stock/(3)/
4.6 Certificate of Designations, Preferences, and Rights of Series B
Redeemable Preferred Stock/(3)/
10.1 Employment Agreement between Cal-Central Marketing Corporation and
Jack Brown./(1)/
10.2 Employment Agreement between Cal-Central Marketing Corporation and
Gerald Bomstad, Jr./ (1)/
10.3 Lease of executive offices at 1101-B Sovereign Row, Oklahoma City,
OK 73108./(3)/
10.4 Form of Common Stock Purchase Warrant dated October 26, 1993
offered through Duncan-Smith Co./(3)/
10.3 Second Amendment to Lease Agreement Cal-Central Marketing
Corporation/(3)/
10.6 United Coupon Corporation Franchise Agreement./(2)/
2
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10.7 Employment Agreement between United Coupon Corporation and Gerard
R. Bernier, as amended January 1, 1995. /(5)/
10.8 Employment Agreement between UNICO, Inc. and W. Douglas Frans./(2)/
10.9 Credit Agreement by and Between UNICO, Inc., and its subsidiaries
and BancFirst./(2)/
10.10 Purchase Agreement with Concord Video./(2)/
10.11 Omnibus Equity Compensation Plan./(2)/
10.12 Convertible Debenture Loan Agreement by and between UNICO, Inc. and
its subsidiaries, United Coupon Corporation and AEC Acquisitions,
Inc. and Renaissance Capital Partners, Ltd. Dated
December 31, 1991./(2)/
10.13 Amended and Restated Loan Agreement by and between UNICO, Inc. and
its subsidiaries and BancFirst as amended August 31, 1994./(5)/
10.14 Promissory Note of Jack Brown./(3)/
10.15 Promissory Note of Gerald Bomstad, Jr./(3)/
10.16 Novation/(3)/
10.17 Restructure Agreement Among UNICO, Inc., Cal-Central Marketing
Corporation, and The American Education Corporation, dated as of
December 31, 1993./(3)/
10.18 United Coupon Corporation Lease Agreement. /(5)/
10.19 Master Agreement and Schedules of Indebtedness 1 and 2 between CIT
Group and United Coupon Corporation. /(5)/
10.20 Machinery Contract between MAN Roland, Inc. and Cal-Central
Marketing Corporation. /(5)/
10.21 Exchange Agreement between Gerald Bomstad and the Company dated
February 22, 1995. /(6)/
10.22 Exchange Agreement between Jack Brown and the Company dated February
22, 1995. /(6)/
10.23 Debt Exchange Agreement between Graphic Rolls Unlimited and the
Company dated February 22, 1995. /(6)/
10.24 Debt Exchange Agreement between McCollum & Bunch and the Company
dated February 22, 1995. /(6)/
10.25 Debt Exchange Agreement between Walter Rose and the Company dated
February 22, 1995. /(6)/
10.26 Debt Exchange Agreement between Ronald Martin and the Company dated
February 22, 1995. /(6)/
10.27 Subordinated Loan Agreement dated June 30, 1995, among UNICO, Inc.
and Cal-Central Marketing Corporation and the Harlon Morse Fentress
Trust, Philip M. Stevenson, Jr., RHOJOAMT Partnership, Ltd., CITCAM
Stock Co., Barbara T. Grinnan, and Goose Creek. /(7)/
10.28 Form of Common Stock Purchase Warrant, dated June 30, 1995. /(7)/
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10.29 Subordinated Convertible Debt Loan Agreement dated October, 1995,
and schedule of advances, among UNICO, Inc., United Coupon
Corporation, and Cal-Central Marketing Corporation and Renaissance
Capital Group, Inc. and Duncan-Smith Company./(7)/
10.30 Third Restated Loan Agreement dated March 4, 1996, among UNICO,
Inc., United Coupon Corporation, Cal-Central Marketing Corporation
and BancFirst./(7)/
21 List of Subsidiaries/(3)/
27 Financial Data Schedule - Pursuant to EDGAR filing requirements for
the period ended December 31, 1995, filed herewith this Form 10-KSBA
dated May 30, 1996.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
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last quarter of the Registrant's fiscal year ending
December 31, 1995.
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(1) Incorporated by reference to the Registrant's Form 8-K, October 27,
1993 (SEC File No. (0-15303).
(2) Incorporated by reference to the Registrant's Form 10-K for the
fiscal year ending December 31, 1992 (SEC File No. 0-15303).
(3) Incorporated by reference to the Registrant's Form 1O-KSB for the
fiscal year ending December 31, 1993 (SEC File No. 0-15303).
(4) Incorporated by reference to the Registrant's Form S-18 registration
statement (SEC File No. 33-73 10-FW).
(5) Incorporated by reference to the Registrant's Form 10-KSB for the
fiscal year ended December 31, 1994, (SEC File No. 0-15303).
(6) Incorporated by reference to the Registrant's Form S-3 dated
April 28, 1995 (SEC File No. 33-91270).
(7) Incorporated by reference to the Registrant's Form 10-KSB dated
April 15, 1996 (SEC File No. 0-15303).
4
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNICO,
INC. CONSOLIDATED STATEMENTS OF OPERATIONS, BALANCE SHEET AND STATEMENTS OF CASH
FLOWS AS REPORTED ON FORM 10-KSB AS OF DECEMBER 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 300,821
<SECURITIES> 0
<RECEIVABLES> 771,495
<ALLOWANCES> 377,793
<INVENTORY> 254,505
<CURRENT-ASSETS> 1,967,731
<PP&E> 4,437,792
<DEPRECIATION> (1,552,175)
<TOTAL-ASSETS> 6,761,680
<CURRENT-LIABILITIES> 2,394,248
<BONDS> 3,280,454
0
3
<COMMON> 78,830
<OTHER-SE> 1,008,145
<TOTAL-LIABILITY-AND-EQUITY> 6,761,680
<SALES> 10,480,507
<TOTAL-REVENUES> 10,480,507
<CGS> 7,596,629
<TOTAL-COSTS> 10,782,761
<OTHER-EXPENSES> 772,443
<LOSS-PROVISION> 653,532
<INTEREST-EXPENSE> 365,968
<INCOME-PRETAX> (2,094,197)
<INCOME-TAX> 300,319
<INCOME-CONTINUING> (2,394,516)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,394,516)
<EPS-PRIMARY> (.311)
<EPS-DILUTED> (.311)
</TABLE>
