As filed with the Securities and Exchange Commission on
June 15, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNICO, INC.
(Exact name of issuer as specified in its charter)
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<S> <C>
Delaware 73-1215433
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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333 Ludlow Street, Stamford, Connecticut 06902
(Address of Principal Executive Offices) (Zip Code)
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Unico, Inc. 2000 Non-Employee Stock Option Plan
(Full title of the Plan)
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Jay R. Weppler, CEO
Unico, Inc.
333 Ludlow Street
Stamford, Connecticut 06902
(Name and address of agent for service)
(203) 323-6299
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copies to:
Richard I. Anslow & Associates
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
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Approximate date of commencement of proposed sale to the
public: Upon the effective date of this Registration
Statement.
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate amount of
to be to be price per offering registration
registered registered share (1)(2) price fee (1)
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2000 Non-Employee
Stock Option Plan,
Common Stock
$.01 par value 1,084,511(3)(4) $1.09 $1,182,116.99 $312.08
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TOTAL
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(1) The fee with respect to these shares has been
calculated pursuant to Rules 457(h) and 457(c) under the
Securities Act of 1933 and based upon the average of the
last price per share of the Registrant's Common Stock on
June 13, 2000 a date within five (5) days prior to the
date of filing of this Registration Statement, as
reported by the OTC Electronic Bulletin Board.
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(2) Estimated solely for the purpose of calculating
the registration fee.
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(3) The indicated number of shares to be registered
represents additional shares issuable under the Unico,
Inc. 2000 Non-Employee Stock Option Plan (the "Plan")
that are not covered by prior registration statements.
The Plan was filed with the Securities and Exchange
Commission on an S-8 Registration Statement on April 5,
2000. Such S-8 filing registered 914,800 shares under
the Plan. This S-8 Registration Statement is registering
an additional 1,084,511 shares under the Plan. The Plan
has reserved 2,000,000 shares for issuance. Therefore,
after the filing of this S-8 Registration Statement, the
Plan will have 689 shares reserved for future issuance
thereunder.
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(4) This Registration Statement shall also cover any
additional shares of Common Stock which become issuable
under the Plan by reason of any stock dividend, stock
split, recapitalization or any other similar transaction
effected without the receipt of consideration which
results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
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Documents Incorporated by Reference X Yes No
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STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF
ADDITIONAL SECURITIES
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The Registrant previously filed a Registration
Statement on Form S-8 with the Securities and Exchange
Commission on April 5, 2000 (SEC File No. 333-34046) (the
"2000 Non-Employee Stock Option Plan Form S-8") in
connection with the Plan. This Registration Statement
registers additional shares of the Registrant's Common
Stock to be issued pursuant to the Plan. The contents of
the 2000 Non-Employee Stock Option Plan Form S-8, and
periodic reports that the registrant filed after the 2000
Non-Employee Stock Option Plan Form S-8 to maintain
current information about the Registrant, are hereby
incorporated by reference into this Registration
Statement pursuant to General Instruction E of Form S-8.
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PART II
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference in
this Registration Statement and made a part hereof:
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(a) The Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999;
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(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2000;
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(c) The Company's Current Report on Form 8-K for the
event dated September 23, 1999 and filed February 17,
2000;
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(d) All other documents filed by the Company after
the date of this Registration Statement under Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective
amendment to the Registration Statement which indicates
that all securities offered have been sold or which de-
registers all securities then remaining in the
Registration Statement and to be part thereof from the
date of filing of such documents.
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Item 4. Description of Securities.
----------------------------------
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Not Applicable.
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Item 5. Interest of Named Experts and Counsel.
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Certain legal matters in connection with the shares being
registered herein will be passed upon for the Company by
Richard I. Anslow & Associates, 4400 Route 9, 2nd Floor,
Freehold, New Jersey 07728. Richard I. Anslow, the
principal of Richard I. Anslow & Associates presently
owns 50,000 shares of the Company's Common Stock. An
additional 25,000 shares of the Company's Common Stock
are being registered for Mr. Anslow pursuant to this Form
S-8 Registration Statement.
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Item 6. Indemnification of Directors and Officers.
--------------------------------------------------
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The Certificate of Incorporation and By-laws of the
Company provide that the Company shall indemnify to the
fullest permitted by Delaware law any person whom it may
indemnify thereunder, including directors, officers,
employees and agents of the Company. Such
indemnification (other than as ordered by a court) shall
be made by the Company only upon a determination that
indemnification is proper in the circumstances because
the individual met the applicable standard of conduct
i.e., such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interest of the Company. Advances for such
indemnification may be made pending such determination.
Such determination shall be made by a majority vote of a
quorum consisting of disinterested directors, or by
independent legal counsel or by the stockholders. In
addition, the Certificate of Incorporation provides for
the elimination, to the extent permitted by Delaware law,
of personal liability of directors to the Company and its
stockholders for monetary damages for breach of fiduciary
duty as directors.
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The Company has also agreed to indemnify each director
and executive officer pursuant to an Indemnification
Agreement with each such director and executive officer
from and against any and all expenses, losses, claims,
damages and liability incurred by such director or
executive officer for or as a result of action taken or
not taken while such director or executive officer was
acting in his capacity as a director, officer, employee
or agent of the Company. The obligations of the Company
for indemnification is limited to the extent provided in
the Delaware Business Corporation Act and is also limited
in situations where, among others, the indemnitee is
deliberately dishonest, gains any profit or advantage to
which he is not legally entitled or is otherwise
indemnified.
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Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such
issue.
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Item 7. Exemption From Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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<S> <C>
Number Description
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4.1 Consulting Agreement dated April 13, 2000 between
the Company and CPM Consultants, Ltd.
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4.2 Consulting Agreement dated May 28, 2000 between the
Company and Benny Blom Nateko.
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4.3 Consulting Agreement dated June 6, 2000 between the
Company and Richard I. Anslow
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4.4 Consulting Agreement dated June 1, 2000 between the
Company and Joel P. Sens.
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4.5 Consulting Agreement dated September 30, 1999 between
the Company and Ciprian Neiculescu.
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5 Consent and Opinion of Richard I. Anslow & Associates.
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23 Consent of Richard Sellers & Associates.
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99.2 2000 Non-Employee Stock Option Plan is incorporated
herein by reference to the Registrant's Registration
Statement on Form S-8 as filed on April 5, 2000
(File No. 333-34046).
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Item 9. Undertakings.
---------------------
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The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
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(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
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(b) 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; and
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(c) 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.
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Provided, however, that paragraphs (1)(a) and (1)(b) do
not apply if the registration statement is on Form S-3 or
Form S-8 and the information required to be included in a
post-effective amendment by this paragraphs is contained
in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement.
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(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.
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(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.
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(4) 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
Section 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.
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(5) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial information
required to be presented by Item 310(b) of Registration
S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the
prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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(6) To deliver or cause to be delivered with the
prospectus to each employee to whom the prospectus is
sent or given, a copy of the registrant's annual report
to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report, in
which case the registration shall state in the prospectus
that it will promptly furnish, without charge, a copy of
such report on written request of the employee. If the
last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the annual
report of the registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished
to each such employee.
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(7) To transmit or cause to be transmitted to all
employees participating in the Plans who do not otherwise
receive such material as stockholders of the registrant,
at the time and in the manner such material is sent to
its stockholders, copies of all reports, proxy statements
and other communications distributed to its stockholders
generally.
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SIGNATURES
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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-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, there unto duly authorized, in the City of
Stamford, State of Connecticut, on June 15, 2000.
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UNICO, INC.
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By: /s/ Jay R. Weppler
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Jay R. Weppler
Chairman, President and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below
by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
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Signatures Date
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/s/ Jay R. Weppler
-------------------- June 15, 2000
Jay R.Weppler
Chairman, President and
Chief Executive Officer
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/s/ Ron Stoeppelwerth
---------------------- June 15, 2000
Ron Stoeppelwerth
Chief Financial Officer and Director
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----------------- June 15, 2000
Shane Sutton
Director
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