UNICO, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 30, 1997
The Annual Meeting of Shareholders of UNICO, Inc.
(the "Company") will be held at the Company's offices,
8380 Alban Road, Springfield, Virginia on Tuesday,
December 30, 1997 at 9:00 a.m. EST, to act on the following
matters:
1. The election of Directors;
2. The reverse split of all outstanding shares of the Company's
stock on the basis of one (1) share for each four (4) shares
outstanding;
3. The ratification of selection of principal accountants;
4. Such other matters as may properly come before the Annual
Meeting or adjournments thereof.
Shareholders of record at the close of business on November
25, 1997 shall be entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof.
By order of the Board of Directors,
Gerard R. Bernier
Chairman
PRELIMINARY MATERIALS
UNICO, Inc.
8380 Alban Road
Springfield, Virginia 22150
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
December 30, 1997
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors and management of
UNICO, Inc. (the "Company") of proxies for use at the
Annual Meeting of Shareholders to be held at the Company's
offices, 8380 Alban Road, Springfield, Virginia on Tuesday,
December 30, 1997 at 9:00 a.m. EST, or any adjournments
thereof, for the purposes set forth in the accompanying
Notice of Meeting.
This Proxy Statement, Notice of Meeting, and accompanying
Proxy Card were first mailed to shareholders on or about
November 26, 1997.
General Information
- -------------------
Only shareholders of record at the close of business on
November 25, 1997 will be entitled to notice of and to vote
the shares of Stock of the Company held by them on such
date at the Annual Meeting or any adjournment thereof. On
November 25, 1997, 8,476,289 shares of Common Stock, 280
shares of Series A and Series B Redeemable Preferred Stock
and 1,757,569 Series C Voting Convertible Preferred Stock
of the Company were outstanding and entitled to vote at the
meeting. The Redeemable Preferred Stock will be voted as a
class, with a majority determining the position of the
class with respect to issues upon which they are entitled
to vote.
If the accompanying Proxy Card is properly signed and
returned to the Company and not revoked, it will be voted
in accordance with the instructions contained therein.
Unless contrary instructions are given, the persons
designated as proxy holders in the accompanying proxy card
will vote in favor of the matters presented in this Proxy
Statement, and as recommended by the Board of Directors
with regard to all other matters. Each such proxy granted
may be revoked by the shareholder giving such proxy at any
time before it is exercised, by filing with the Secretary
of the Company a revoking instrument or a duly executed
proxy bearing a later date. The powers of the proxy
holders will be suspended if the person executing the proxy
attends the Annual Meeting in person and so requests.
Attendance at the Annual Meeting will not in itself
constitute revocation of the proxy.
The presence at the meeting, in person or by proxy, of a
majority of the shares of Common Stock outstanding on
November 25, 1997, will constitute a quorum. Each share of
Common Stock and Redeemable Preferred Stock entitles the
holder thereof to one vote on each matter to be voted upon
at the meeting. Each share of Series C Voting Convertible
Preferred Stock entitles the holder thereof to four (4)
votes on each matter to be voted upon at the meeting.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR EACH OF THE PROPOSALS PRESENTED IN
THIS PROXY STATEMENT. THE ENCLOSED PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS.
Directors and Executive Officers
- --------------------------------
The Directors and Executive Officers of the Company are set
forth below. All Directors hold office until the
expiration of their term or until their successors have
been elected and qualified. Executive Officers of the
Company serve at the will of the Board of Directors.
Name & Age With Company Since Director/Position
Gerard R. Bernier-47 1987 Chairman of the Board,
Chief Executive Officer
and President
- ----------------------------------------------------------------
Gerald Bomstad, Jr.-70 1993 Director
Leon Zajdel-49 1990 Director
Steven Kronzek-48 1997 Director
Subhash Ghei-53 1994 Secretary,
Chief Financial Officer
GERARD R. BERNIER was founder and has been a Director of
United Coupon Corporation since November 1981 and has
served as Chief Executive Officer and President since
August 1985. Mr. Bernier held the position of Vice
President and Vice Chairman of the Board of Directors of
UNICO, Inc. from November 1991 until his appointment as
Chief Executive Officer, President and Chairman of the
Board in April 1996.
GERALD BOMSTAD, JR. was an investor and a Director of the
Company's former wholly-owned subsidiary, Cal-Central
Marketing Corporation, since Cal-Central's inception in
1983. Mr. Bomstad held various positions with Automation
Industries, Inc. from 1951 to 1986. In 1951, he began his
career as a staff accountant. In 1960, he became the
General Manager of the Aerospace Division. In 1962, he was
appointed Vice President, Treasurer and Controller. From
1968 to 1978, he served as Senior Vice President and
Controller. From 1978 to 1986, after Automation Industries
became a subsidiary of Penn Central Corporation, Mr.
Bomstad served as President of the Manufactured Productions
Group. In 1986, he led a group of investors and management
in a spinoff of three divisions of Penn Central and was
appointed President and Chief Executive Officer of the new
operation. He has been active as a consultant and investor
in various enterprises. He became a Director of the
Company on October 26, 1993, when the Company acquired Cal-
Central Marketing Corporation.
LEON ZAJDEL was founder and President of Energy Guard
Corp., a manufacturer and retailer of replacement windows,
located in Beltsville, Maryland. Mr. Zajdel served as a
Director of United Coupon Corporation from April 1985 to
November 1991, and has served as a Director of the Company
since July 1990.
STEVEN KRONZEK was a founding partner in November 1977 and
has continued as partner of the accounting firm of Kronzek
& Company located in Washington, DC. Mr. Kronzek was
elected to the Company's Board of Directors in June 1997.
Mr. Kronzek has served as the independent accountant for
the Company's wholly-owned subsidiary, United Coupon
Corporation, since January 1982.
SUBHASH GHEI has been Secretary and Treasurer of UNICO,
Inc. and was appointed its Chief Financial Officer in July
1996. He has also served as Secretary and Treasurer of
United Coupon Corporation since August 1994, and as
Controller since June 1994. He served as Administrative
Manager for the Burnham Service Company in Upper Marlboro,
Maryland from December 1993 to June 1994. He served as
Senior Operations Analyst, Manager Administrative Support
and Special Projects Accountant for PRC, Inc. in McLean,
Virginia from February 1988 to February 1991. Mr. Ghei has
served in various accounting/consulting positions since he
began his career in 1972.
Certain Business Relationships and Related Transactions
- -------------------------------------------------------
No business relationship between the Company and any
business or professional entity, for which a Director of
the Company has served during the last fiscal year or
currently serves as an executive officer of, or has owned a
10% record or beneficial interest, has existed since the
beginning of the Company's last fiscal year, or currently
exists, which represented or will represent payments for
property or services in excess of 5% of the Company's gross
revenues for its last full fiscal year or of the other
entity's consolidated revenues for its last full fiscal
year.
In addition, except as noted below, the Company did not
owe, at the end of its last fiscal period, to any business
or professional entity for which a Director of the Company
has served during the last fiscal year or currently owns a
10% record or beneficial interest, an aggregate amount in
excess of 5% of the Company's total assets at the end of
its last fiscal period. No Director of the Company has
served as a partner or executive officer of any investment
banking firm that performed services for the Company
during the last fiscal year or that the Company proposes to
have perform services during the current year except as
noted below.
At the end of the 1995 fiscal year, the Company had an
outstanding Convertible Debenture in the amount of One
Million Two Hundred Fifty Thousand dollars ($1,250,000)
issued to Renaissance Capital Partners, Ltd. Russell
Cleveland, who served as a Director of the Company in prior
years, is a major owner and Managing General Partner of
Renaissance Capital Partners, Ltd. Mr. Cleveland did not
serve as a Director of the Company at the time the
debenture was issued. During 1996, the Company
borrowed $150,000 from Renaissance Capital Partners, Ltd.
in the form of a Subordinated Convertible Debenture. Mr.
Cleveland did not initiate the establishment of this
debenture, nor did he participate in the authorization
thereof, on behalf of the Company. Effective July 30,
1996, the Subordinated Convertible Debenture plus accrued
interest related thereto was exchanged for 1,589,220 shares
of Series C Voting Convertible Preferred Stock of the
Company.
On September 3, 1997, the President and Chief Executive
Officer of UNICO, Inc.'s wholly-owned subsidiary, United
Coupon Corporation, Gerard R. Bernier, executed a guarantee
and pledged a Certificate of Deposit as collateral in order
for United Coupon Corporation to receive a One Hundred
Thousand dollar ($100,000) bank line of credit for that
company.
In prior periods, the Company advanced One Hundred Seventy
Five Thousand dollars ($175,000) to a former officer of its
now dissolved subsidiary, Cal-Central Marketing
Corporation, and current Director of the Company, Gerald
Bomstad, Jr. This advance was evidenced by a note which
was payable on demand by the Company and which originally
bore interest at 4%, but subsequent to October 26, 1995,
bore interest at an annual rate of 10%. Redeemable
preferred stock, with cash redemption value of an amount
equal to the principal value of this advance was pledged as
security for the advance. This note was deemed
uncollectible and was fully reserved during 1996.
Board Participation and Structure
- ---------------------------------
Each Director attended at least 75% of the total regular
and special meetings of the Board and the meetings of
committees on which he served during the past year. During
that period, the Board met in regular session six times.
Below is a list of committees of the Board of Directors of
the Company, the functions performed, and their current
members. The Board has not appointed a standing Audit
Committee. The entire Board performs the functions
associated with an Audit Committee.
Compensation Committee:
- -----------------------
Members - Gerald Bomstad, Jr. and Leon Zajdel
Number of Meetings - One meeting with all members present.
Functions - Recommending to the Board of Directors stock
option awards to be granted pursuant to the Omnibus Equity
Compensation Plan, and cash and other compensation for
executive management of the Company and its subsidiaries.
Nominating Committee:
- ---------------------
Members - Gerard R. Bernier, Gerald Bomstad, Jr. and Leon Zajdel
Number of Meetings - One meeting with all members present.
Functions - Recommending to the Board of Directors nominees
for election as Directors and to fill vacant positions.
The Nominating Committee also considers recommendations
presented to the Corporate Secretary by shareholders, which
identify the name and qualifications of the proposed
nominee, and which are received by July 30th following the
Annual Shareholders' Meeting.
Executive Compensation
- ----------------------
The following information relates to compensation received
by the executive officers whose salary and bonus during
fiscal years 1994, 1995 and 1996 exceeded $100,000.
Summary Compensation Table Annual Compensation
- ----------------------------------------------
Name and
Principal Position Year Salary Bonus (1) Restricted All Other
- ------------------- ---- ---- --------- Stock Award Compensation
----------- ------------
W. Douglas Frans 1996 $ 0 $ 0 $ 0
Chief Executive
Officer and
President 1995 $115,890 $ 0 $ 0
(during FY 1995) 1994 $103,322 $ 0 $ 0
Gerard R. Bernier 1996 $124,403 $ 0 250,000(2) $3,461.52(3)
Chief Executive
Officer and 1995 $124,403 $50,347(4) $3,461.52(3)
President of
UNICO, Inc. and 1994 $106,635 $0 approx
United Coupon Corp. $3,000.00(3)
- -------------------------------------
(1) Bonus amounts are reflected in the year received by
the employee. All bonus payments relate to services
performed and incentive goals met by the employee during
the year. All expenses for such compensation were accrued
and reflected in the operating statements of the prior
year.
(2) Stock issued as compensation for services during
initial two-year term of appointment as President and CEO
of UNICO, Inc. Shares are subject to forfeiture of ratable
amount of such shares if officer does not serve the full
two years of that initial term.
(3) Company's contribution to employee's 401K Retirement
Plan.
(4) See further explanation of Mr. Bernier's bonus plan
in section entitled "Employment Agreements"
Aggregated Option Exercises in Fiscal Year Ending December
31, 1996 and Fiscal Year-End Option Values
- ----------------------------------------------------------
# of Unexercised Value of
Options at Unexercised In-
12/31/96 (1) the-Money
----------------- Options at
12/31/96
----------------
Name Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
- ---------- ----------- -------- ------------- -------------
Gerard R.
Bernier - - 185,000 Exer. 0 Exer. (2)
____________________
(1) There were no options granted to Officers or
Directors during fiscal year 1996.
(2) This amount reflects the difference between the
market value of the Company's Common Stock and the exercise
price of the options on December 31, 1996.
Compensation Pursuant to Plans - Omnibus Equity Compensation Plan.
The Company has adopted an Omnibus Equity Compensation Plan (the
"Plan") under which 1,000,000 shares of Common Stock have been
reserved for issuance upon exercise of options granted pursuant
to the Plan. Under the Plan, incentive stock options may be
granted to employees, and non-qualified stock options may be
granted to employees, Directors, Franchisees, and other persons
as the Compensation Committee determines will assist the Company's
business endeavors, at exercise prices equal to at least 100% of
the fair market value of the Common Stock on the date of the grant.
In addition to selecting the optionee, the Compensation Committee
determines the number of shares subject to each option and otherwise
administers the Plan. Options granted under the Plan are not
exercisable until six months after grant and expire a minimum of
three years or maximum of five years after the date of the grant.
As of this Proxy Statement, options to purchase 627,042 shares are
outstanding under the Plan, including options for 185,000 shares
o officers of the Company. These options have been granted at
exercise prices ranging from $ .25 to $1.16. The average price
for all outstanding options is approximately $ .45 per share.
Compensation of Directors. Directors were not compensated for
attendance at meetings of the Board or its committees, but they
were reimbursed for out of pocket expenses associated with such
meetings.
Employment Agreements. The Company's wholly-owned subsidiary,
United Coupon Corporation, has entered into an Employment Agreement
with Gerard R. Bernier to serve as the Chief Executive Officer
and President. The Agreement was entered into on April 1, 1996
and expires, if not renewed, on April 1, 1999. The major terms
of this Agreement provide a base salary of One Hundred Twenty
Five Thousand dollars ($125,000) plus a company-provided
automobile or monthly allowance, and an incentive bonus based
upon the pre-tax profitability of United Coupon Corporation.
Pursuant to this incentive bonus, Mr. Bernier is to receive a
cash payment of 5% of United Coupon Corporation's pre-tax profits
to the extent those profits exceed Three Hundred Fifty Thousand
dollars ($350,000). For the purposes of this calculation, pre-tax
profits are determined in accordance with generally accepted
accounting principles consistently applied, before deduction
of any federal, state or local income taxes and excluding charges
or credits of an extraordinary or non-operating nature, unless
agreed to by Mr. Bernier and United Coupon Corporation. The
Agreement provides for an annual cost of living increase
based upon annual increases in the Consumer Price Index of
the general area surrounding the home office of the Company.
In the event Mr. Bernier is terminated prior to the expiration
date of his employment contract with United Coupon Corporation,
he shall be entitled to the following compensation: (a) the
salary and benefits he would have received throughout the entirety
of his employment agreement but for his termination; (b) the
incentive bonus he would have received for the fiscal year in
which he was terminated, but for the termination, pro-rated
through the date of termination; and (c) in the event of either
his termination prior to the expiration date of his employment
contract or non-renewal thereof, Mr. Bernier shall receive a
cash payment in the amount of Five Thousand dollars ($5,000)
multiplied by the number of years he was employed with United
Coupon Corporation, as of his termination date.
In addition, UNICO entered into an agreement with Mr. Bernier
to serve as CEO and President of the Company on April 1, 1996.
Mr. Bernier was granted 250,000 restricted shares of UNICO, Inc.
Common Stock upon execution of the Agreement. Such shares vest
to Mr. Bernier over a two year period of continued employment.
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of November 25, 1997,
information with respect to the beneficial ownership of the
Company's Common Stock by (i) each person known by the Company
to own beneficially 5% or more of such stock, (ii) each Director of
the Company who owns any Common Stock, and (iii) all Directors
and Officers as a group, together with their percentage holding
of the outstanding shares.
Name of Beneficial Owner/ # of Shares of Common % of Beneficial
Identity of Group Stock Beneficially Ownership (1)
- ------------------------- --------------------- ---------------
Renaissance Capital Partners, Ltd. 6,356,880(2) 42.85%
8080 North Central Expressway
Suite 210-LB 59
Dallas, TX 75206-1857
Gerard R. Bernier 856,728(3) 9.68%
8380 Alban Road
Springfield, VA 22150
Gerald Bomstad, Jr. 823,600(4) 9.65%
5420 NW 33rd Avenue
Fort Lauderdale, FL 33309
Duncan-Smith Company 728,396(6) 7.91%
311 Third
San Antonio, TX 78205
Officers and Directors As a Group 1,711,328(3)(4)(5) 19.04%
____________________________________
(1) Percent is rounded to two decimal places. The
percentage of beneficial ownership reflects the currently
issued and outstanding Common Stock ownership adjusted by
common shares which may be issued, as noted in the specific
footnote references for each owner.
(2) Includes 6,356,880 shares, the maximum amount that
Renaissance is entitled to receive upon conversion of the
Series C Convertible Preferred Stock issued July 30, 1996.
(3) Includes 185,000 shares, which may be purchased at
$ .25 per share pursuant to the Company's Omnibus Equity
Compensation Plan.
(4) Includes 50,000 shares, which may be purchased
at $ .97 per share pursuant to the Company's Omnibus
Equity Compensation Plan and 55,000 shares which are
issued, but restricted from sale until certain profit
performance tests are met by Cal-Central Marketing
Corporation.
(4) Includes shares underlying stock options granted
to Mr. Bernier, as well as 25,000 shares which may be
purchased at $ .25 per share by Leon Zajdel, a Director
of the Company, and 50,000 shares which may be purchased
at $ .97 by Gerald Bomstad, Jr., a Director of the Company,
pursuant to the Company's Omnibus Equity Compensation Plan.
(5) Includes 673,396 shares that may be received upon
conversion of Series C Convertible Preferred Stock issued
July 30, 1996, plus 55,000 stock purchase warrants which
entitle the holder to purchase 55,000 shares of Common Stock
at $ .90 per share.
Independent Public Accountants
- ------------------------------
The name of the principal accountant being recommended to
the Company's shareholders is Aronson, Fetridge & Weigle,
P.C. Aronson, Fetridge & Weigle was the Company's principal
accountant for the last fiscal year. Aronson, Fetridge &
Weigle is not currently expected to be present at the December
30, 1997 Annual Meeting of Shareholders but if present will be
afforded the opportunity to make a statement if they desire to
do so and will be asked to be available to respond to appropriate
questions.
As previously reported in the Company's Form 8-K/A filed on
December 12, 1996, the Board of Directors of UNICO, Inc.
approved the selection of Aronson, Fetridge & Weigle to
replace Arthur Andersen, LLP as the Company's independent
accountants effective November 26, 1996. Arthur Andersen, LLP
served as the Company's independent accountants for all fiscal
years between 1994 and the date of their dismissal.
The reports from Arthur Andersen, LLP on the Company's consolidated
financial statements for the fiscal years 1994 and 1995 did not
contain any adverse opinions or disclaimer of opinion, nor were
they modified as to uncertainty, audit scope, or accounting
principle, except that the audit opinion for the year ended
December 31, 1995 was qualified as to the Going Concern status of
the Company. There were not any disagreements between the Company
and Arthur Andersen, LLP on any matter of accounting principles or
practices, consolidated financial statement disclosure or audit scope
or procedure.
The decision to retain the services of Aronson, Fetridge & Weigle
and to dismiss Arthur Andersen, LLP on November 26, 1996 was based
on the economic savings related to the use of Aronson, Fetridge &
Weigle over Arthur Andersen, LLP. Prior to the selection of Aronson,
Fetridge & Weigle as its independent accountants, the Company had not
requested nor obtained any advice from Aronson, Fetridge & Weigle
concerning any material accounting, auditing, or financial reporting
issue regarding the application of accounting principles to a
specified transaction or the type of audit opinion that might be
rendered on the Company's consolidated financial statements.
PROPOSAL 1. ELECTION OF DIRECTORS
- ----------------------------------
The Nominating Committee, pursuant to authority delegated by the
Board of Directors, proposes the election of the following person
for re-election to the Company's Board of Directors for the term
noted and until his successor is duly elected and qualified:
Nominee Term (Years)
- ----------------- ------------
Steven Kronzek 2
Mr. Kronzek was appointed to fill an open position on
the Company's Board of Directors in June 1997.
The Nominating Committee has no reason to believe that the
foregoing nominee will not serve, if elected, but if he
should become unavailable to serve as a Director, and if
the Nominating Committee shall designate a substitute nominee,
the proxy will vote for the substitute nominee designated by
the Nominating Committee.
The following information is submitted concerning the nominee
named for election as Director:
Steven Kronzek was a founding partner in November 1977 and has
continued as partner of the accounting firm of Kronzek & Company
located in Washington, DC. He was elected to the Company's
Board of Directors in June 1997. Prior to this time, Mr. Kronzek
has served as the independent accountant for the Company's
wholly-owned subsidiary, United Coupon Corporation, since January
1982.
Each Director serves until the next annual meeting of the
shareholders following completion of the elected term or until
his successor is duly elected and qualified. All officers serve
at the discretion of the Board of Directors. There are no family
relationships among Directors or Executive Officers of the Company.
Individual elected terms may not exceed three years.
Election of the Director nominee will be by plurality vote. The
election inspector(s) (the "Inspector(s)"), as appointed by the
Chairman, shall decide the qualification of the voters and shall
report the number of shares represented at the meeting and entitled
to vote on any question, shall conduct and accept the votes, and,
when the Stockholders have completed voting, ascertain and report
the number of shares voted respectively for and against the question.
The Inspector(s) shall prepare a subscribed, written report and shall
deliver the report to the Secretary of the Corporation. Abstentions
shall be treated as having neither voted for nor against the
Proposal. Broker non-voted shall be treated as abstentions.
The Board of Directors recommends a vote FOR the election of the
nominee named above.
PROPOSAL 2. REVERSE SPLIT OF COMMON AND PREFERRED STOCK
- -------------------------------------------------------
To appropriately capitalize the Company and to initiate efforts
to regain listing of the Company's Common Stock on the NASDAQ
Exchange, the Company believes it is appropriate to reduce the
number of Common Shares outstanding. To insure that the relative
rights of all stockholders remain the same, an identical reduction
is required as to all shares of Preferred Stock, as well. This
reduction of shares outstanding would have no impact on the
relative percentage ownership of any shareholder or otherwise
impact any voting rights or other rights of any shareholder.
To accomplish this action, each four (4) shares of Common and Preferred
Stock outstanding on the record date would be exchanged for one (1)
share of Common or Preferred Stock, respectively. All fractional
shares are to be rounded to the nearest whole share.
This Proposal shall be decided by a majority of the outstanding
stock entitled to vote thereon. The election inspector(s) (the
"Inspector(s)"), as appointed by the Chairman, shall decide the
qualification of the voters and shall report the number of shares
represented at the meeting and entitled to vote on any question,
shall conduct and accept the votes, and, when the Stockholders
have completed voting, ascertain and report the number of shares
voted respectively for and against the question. The Inspector(s)
shall prepare a subscribed, written report and shall deliver the
report to the Secretary of the Corporation. Abstentions shall be
treated as having neither voted for nor against the Proposal.
Broker non-voted shall be treated as abstentions.
The Board of Directors recommends a vote FOR this proposal.
PROPOSAL 3. RATIFICATION OF SELECTION OF PRINCIPAL ACCOUNTANTS
- --------------------------------------------------------------
The Board of Directors proposes that its selection of
Aronson, Fetridge & Weigle as the Company's principal
independent accountants be ratified.
This Proposal shall be decided by a majority of the
outstanding stock present in person or by proxy and
entitled to vote thereon. The election inspector(s)
(the "Inspector(s)"), as appointed by the Chairman, shall
decide the qualification of the voters and shall report the
number of shares represented at the meeting and entitled to
vote on any question, shall conduct and accept the votes,
and, when the Stockholders have completed voting, ascertain
and report the number of shares voted respectively for and
against the question. The Inspector(s) shall prepare a
subscribed, written report and shall deliver the report to
the Secretary of the Corporation. Abstentions shall be treated
as having neither voted for nor against the Proposal. Broker
non-voted shall be treated as abstentions.
The Board of Directors recommends a vote FOR this proposal.
- -----------------------------------------------------------
All Other Matters Which May Come Before the Meeting
- ---------------------------------------------------
As of this Proxy Statement, the Company knows of no
business that will be presented for consideration at the
meeting, other than that which has been referred to above.
As to other business, if any, that may come before the meeting,
it is intended that proxies in the enclosed form will be voted
in respect thereof, in accordance with the judgment of the
person or persons voting the proxies.
Compliance with the Securities Exchange Act
- -------------------------------------------
The Company's Executive Officers and Directors are required
under the Securities Exchange Act of 1934 to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission and NASDAQ. Copies of those reports must
also be furnished to the Company.
Based solely on a review of the copies of reports furnished to
the Company, the Company believes that all filing requirements
applicable to Executive Officers and Directors have been complied
with during the past year.
Shareholder Proposals for the Next Annual Meeting
- -------------------------------------------------
Any proposal of a shareholder intended to be presented at the
Company's 1998 Annual Meeting of Shareholders must be received
by the Secretary of the Company for inclusion in the Company's
Proxy, Notice of Meeting and Proxy Statement relating to the
1998 Annual Meeting by July 30, 1998.
Additional Information
- ----------------------
The cost of soliciting proxies in the enclosed form will be
borne by the Company. Officers and regular employees of the
Company may, but without compensation other than regular
compensation, solicit proxies by further mailing, personal
conversations, by telephone or by telegraph. The Company will,
upon request, reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the
beneficial owners of stock.
By Order of the Board of Directors,
Gerard R. Bernier
Chairman
APPENDIX A
UNICO, INC.
8380 Alban Road, Springfield, Virginia 22150
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS The undersigned hereby appoints Gerard R. Bernier proxy of
the undersigned, with full power of substitution, to represent and to
vote, as designated hereby, all shares of UNICO, Inc. held of record
by the undersigned on November 25, 1997 at the adjourned Annual
Meeting of Stockholders to be held on December 30, 1997, or any
adjournment thereof.
Name of Stockholder Date:
TOTAL SHARES Signature:
Signature if Jointly Held:
Please sign exactly as name or
names appear to the left. When
signing as Trustee, Executor,
Administrator, Officer of a
Corporation or Partner of a
Partnership, give title as such.
PLEASE VOTE. YOU MUST SIGN, DATE
AND RETURN YOUR PROXY FOR IT TO BE
VOTED.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BELOW.
IF EXECUTED AND NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE FOLLOWING PROPOSALS.The Board of Directors recommends a vote FOR
the following proposals:
1. To vote for the election of the following nominee and
his term: Steven Kronzek - Two (2) years
FOR AGAINST ABSTAIN
---------------- -------------- ---------------
2. To vote for the reduction of current outstanding shares of
Common and Preferred Stock through the combination of each four
(4) shares of Common or Preferred Stock into one (1) share of
Common or Preferred Stock, respectively.
FOR AGAINST ABSTAIN
---------------- --------------- ---------------
3. To vote for the ratification of the Board of Directors' selection
of Aronson, Fetridge and Weigle as the Company's principal independent
accountants.
FOR AGAINST ABSTAIN
---------------- -------------- ------------------
Please mark, sign and date (on the other side), and return this
Proxy card promptly, using the enclosed envelope.
