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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
[x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File No. 0-16117
UNSI Corporation
(Name of small business issuer in its charter)
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<S> <C>
Delaware 22-2661940
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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c/o Forstmann-Leff Associates, Inc.,
55 East 52nd Street, New York, New York 10055
(Address of principal executive offices) Zip Code
Issuer's telephone number, including area code: 212-407-9450
Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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.
X Yes No
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 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. [ ]
As of September 29, 1995, 2,210,000 shares of Common Stock were outstanding. The
aggregate market value of the shares held by non-affiliates of the issuer is not
determinable.
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Item 9. Directors and Executive officers of the Registrant.
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Name Age Positions and Offices
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Peter A. Lusk 56 Chairman of the Board
Kenneth L. Dowd, Jr. 54 Director and President
A. Camille Nichols Dvorscak 40 Director*
William M. Nichols 37 Director*
Fred S. Katz 55 Director
David George Ball 56 Director*
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*Resigned subsequent to the Company's fiscal year end
Peter A. Lusk was elected to serve as a director of the
Company in 1990, and has served as Chairman of the Board of Directors since
1991. For more than the past five years, he has been an officer of
Forstmann-Leff Associates, Inc., a money manager for institutional investors.
Kenneth L. Dowd, Jr. has served as President and a director of
the Company since January 1994. Mr. Dowd has served as Managing
Director of Warren Management Consultants ("WMCI"), a management
consulting firm since 1992. For more than five years prior thereto, he
was President and Chief Executive Officer of Chemical Investment Group
Ltd.
A. Camille Nichols Dvorscak, has served as a director of the
Company since January 1994. She has been employed as an executive
officer by IFSI since 1991. Ms. Dvorscak is William Nichols' sister.
She resigned as a director of the Company in September 1995.
William M. Nichols has served as a director of the Company
since January 1994. He has been employed by IFSI as an executive
officer since 1991. Mr. Nichols is Ms. Dvorscak's brother. He resigned
as a director of the Company in September 1995.
Fred Katz was elected to serve as a director of the Company in
1991. He has been a managing director of Whale Securities Co. since 1991. From
July 1989 until May 1991, he was a private investor.
David George Ball has served as a director of the Company
since May 1994. Mr. Ball has been a partner at Williams Mullen Christian &
Dobbins since 1993. For the four years prior thereto, he served as Assistant
Secretary of the United States Department of Labor and as head of its Pension
and Welfare Benefits Administration division. He resigned as a director of the
Company in August 1995.
All directors hold office until the next annual meeting of
stockholders or until their successors have been elected and qualified.
Directors do not receive compensation for attending directors' meetings.
Non-management directors serving in such capacity on January 1 are entitled to
receive options to acquire 10,000 shares of Common Stock. Officers serve at the
discretion of the Board of Directors.
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Item 10. Executive Compensation.
Mr. Lusk, the Company's chief executive officer, was not paid
salary or bonus during the past three fiscal years. None of the Company's other
officers received salary and bonus in excess of $100,000 during the past three
fiscal years. Mr. Lusk is the holder of currently exercisable options (which are
not in-the-money) to acquire 10,000 shares of Common Stock. No other executive
officers hold options to acquire Common Stock.
Ms. Nichols Dvorscak and Mr. Nichols had employment contracts,
as amended, expiring in February 1997 pursuant to which they were entitled to
receive an annual base salary of $75,000 and $80,000, respectively, plus certain
other fringe benefits. These agreements were terminated by the mutual consent of
the parties thereto in connection with the sale by IFSI of substantially all its
assets in September 1995.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
Set forth below is information as of September 30, 1995
concerning the stock ownership of all persons known to the Company to own
beneficially 5% or more of the Company's Common Stock, each director of the
Company owning stock, and all officers and directors of the Company as a group.
All shares are beneficially owned and sole investment and voting power is held
by the person named below unless otherwise indicated.
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Percentage
Beneficial owner (1) Amount of Shares of Class
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Peter A. Lusk 3,808,108 (2) 78.2%
Kenneth L. Dowd, Jr. - (3) -
Fred S. Katz 152,400 (4) 6.5%
Murray Koppelman 139,800 6.3%
825 Third Avenue
New York, NY 10022
M&A Investments, Inc. (5) 1,182,581 33.3%
120 Senlac Drive
Carrollton, Texas 75006
All officers and 3,960,508 (1)(2) 79.2%
directors as a group
(two persons owning stock)
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(1) Unless otherwise indicated, the address for the individuals
identified above, all of whom, except for Mr. Koppelman and M&A
Investments, Inc. ("M&A"), are directors of the Company, is c/o
Forstmann-Leff Associates, Inc., 55 East 52nd Street, New York, New
York 10055.
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(2) Includes options to acquire 10,000 shares of Common Stock and 2,650,000
shares of Common Stock issuable upon conversion of the Company's 5%
convertible subordinated debenture due 1999 (inclusive of 1,000,000
share of Common Stock issuable upon conversion of the Series B
Preferred Stock issuable upon conversion of such debenture). Does not
include (a) Series B Warrants to acquire 1,071,438 shares of Common
Stock, (b) Series C Warrants to acquire 202,150 shares of Common Stock
and (c) Series D Warrants to acquire 110,000 shares of Common Stock.
The number of shares issuable upon exercise of the Series C and Series
D Warrants is subject to adjustment based upon, among other things, the
number of outstanding rights or warrants to acquire Common Stock.
(3) Does not include approximately 94,606 shares of Common Stock
issuable upon conversion of the PIK Debenture (as defined herein)
issued to WMCI. Mr. Dowd disclaims beneficial ownership of such
securities.
(4) Includes options and warrants to acquire 30,000 and 100,000 shares
of Common Stock, respectively.
(5) Includes 1,182,581 shares of Common Stock issuable upon conversion of
the Company's Pay-In-Kind Debentures due 1999 ("PIK Debentures"). Does
not include Series C Warrants to acquire 1,415,049 shares of Common
Stock nor Series D Warrants to acquire 770,000 shares of Common Stock.
The number of shares issuable upon exercise of the Series C and Series
D Warrants is subject to adjustment based upon, among other things, the
number of outstanding rights or warrants to acquire Common Stock.
Item 12. Certain Relationships and Related Transactions.
During the past fiscal year, MVS Incorporated ("MVS"), an entity in
which Mr. Lusk is a director and stockholder, borrowed an aggregate of $44,625
from the Company. At June 30, 1995, MVS was indebted to the Company in the
amount of $157,270. The Company determined that such indebtedness (including
accrued interest) was not collectible. See Note D of Notes to the Company's 1995
consolidated financial statements.
The Company borrowed an aggregate of $700,000 from M&A in fiscal 1995
(the "M&A Loan"). The M&A Loan, as well as the Additional Lusk Loan (as defined
herein), bore interest at 24.5% per annum. The M&A Loan, including accrued
interest of $80,781 at the date of repayment, was repaid in September 1995. In
connection with its loan, M&A was issued warrants to acquire 2,185,049 shares of
Common Stock, subject to adjustment. As a condition to making $200,000 of such
loans, M&A required that Peter Lusk lend the Company an aggregate of $100,000
(the "Additional Lusk Loan"). The Additional Lusk Loan, including accrued
interest of $5,672 at the date of repayment, were repaid in September 1995. In
connection with the Additional Lusk Loan, Mr. Lusk was issued warrants to
acquire 312,150 shares of Common Stock, subject to adjustment. See "Item 11.
Security Ownership of Certain Beneficial Owners and Management."
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In January 1994, in connection with the acquisition of IFSI, the
Company issued its 5% subordinated convertible debenture in principal amount of
$331,250 to Mr. Lusk. Interest of $16,562 accrued on this debenture during
fiscal 1995. Mr. Lusk has agreed to defer repayment of this debenture and the
accumulated accrued interest balance of $24,776 (through the end of fiscal 1995)
until the Company's PIK Debentures are repaid or converted.
In January 1994, IFSI issued its 5% promissory note in the principal
amount of $438,825 to Mr. Lusk. Interest of $21,941 accrued on this note during
fiscal 1995. Mr. Lusk has agreed to defer repayment of this note and the
accumulated accrued interest balance of $32,912 (through the end of fiscal 1995)
until the Company's PIK Debentures are repaid or converted.
From time to time, Mr. Lusk has loaned funds to the Company to meet its
short-term cash requirements. During fiscal 1995, such loans (in addition to the
Additional Lusk Loan) were made for an aggregate of $64,700. Repayments to Mr.
Lusk of $700 were made during the past fiscal year, leaving an aggregate balance
at June 30, 1995, of $153,996, plus unpaid accrued interest of $9,903.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment No. 1 to the Annual Report
on Form 10-KSB to be signed on its behalf by the undersigned hereunto duly
authorized.
UNSI CORPORATION
/s/Peter A. Lusk
Peter A. Lusk,
Chairman of the Board (principal
executive officer and principal
financial and accounting officer)
Dated: October 30, 1995
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