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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
UNSI CORPORATION
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(Name of Issuer)
Common Stock 903122-10-9
par value $.01 per share
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(Title of class of securities) (CUSIP number)
John G. Murray
M&A Investments, Inc.
1220 Senlac Drive, Carrollton, Texas 75006
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(Name, address and telephone number of person authorized to receive
notices and communications)
October 19, 1995
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP No. 903122-10-9 13D
1 NAME OF REPORTING PERSON: M&A Investments, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 75-2521295
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 3,290,265
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 3,290,265
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,290,265
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.8%
14 TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer.
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This Statement on Schedule 13D (the "Statement") relates to the
common stock, par value $.01 per share (the "Common Stock"), of UNSI
Corporation, a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at c/o Forstmann-Leff
Associates, Inc., 55 East 52nd Street, New York, New York 10022.
Item 2. Identity and Background.
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(a) This Statement is filed by M&A Investments, Inc., a Delaware
corporation (the "Company").
(b) The business address of the Company is 1220 Senlac Drive,
Carrollton, Texas 75006.
(c) The Company is a wholly-owned subsidiary of FoxMeyer Health
Corporation, a Delaware corporation ("FHC"). The business address of
FHC is 1220 Senlac Drive, Carrollton, Texas 75006. The Company was
formed by FHC as a vehicle through which to make various investments.
FHC is principally involved in health care services, including the
distribution of a full line of pharmaceutical products and health and
beauty aids to independent drugstores, hospitals, alternate care
facilities and chain stores, as well as providing managed care and
information-based services to health care sponsors, pharmacies and
physicians, through its wholly-owned subsidiary, FoxMeyer Corporation.
Attached as Schedule I and incorporated by reference is a list of the
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directors and executive officers of the Company and FHC, and the
business address and principal occupation or employment of such
officers.
(d) and (e) During the last five years, neither the Company
nor, to the best of the Company's knowledge, any of the persons with
respect to whom information is given in response to this Item 2, has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) All of the individuals listed on Schedule I are citizens of
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the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
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As set forth in the Company's Schedule 13D filed on or about June
10, 1994, on June 1, 1994, the Company purchased a $500,000 7% Pay-In-
Kind Debenture Due May 31, 1999 (the Debenture"), issued by the
Issuer. Thereafter, on January, 20, March 17, May 30 and June 28,
1995, the Company loaned $300,000, $200,000, $100,000 and $100,000,
respectively, to the Issuer. In addition to promissory notes received
by the Company from the Issuer, the Company acquired a Series C
Warrant and a Series D Warrant from the Issuer, which warrants were
restated and dated as of June 28, 1995. The source of the funds
loaned to the Issuer was general corporate funds, and the promissory
notes have since been repaid in full by the Issuer.
Item 4. Purpose of Transaction.
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The Company acquired the Debenture and the Warrants for
investment purposes and intends to review its investment in the Issuer
on a continuing basis.
Except as stated above, the Company has not formulated any plans
or proposals of the type referred to in clauses (a) through (j) of
Item 4 of Schedule 13D, although the Company reserves the right to
formulate such plans or proposals in the future.
Item 5. Interest in Securities of the Issuer.
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(a) The Debenture acquired by the Company on June 1, 1994
entitles the Company, at its option, to convert the unpaid principal
portion of the Debenture, at any time before May 31, 1999, into shares
of Common Stock at the initial conversion price of $0.4524 per share,
subject to adjustment as provided in the Debenture. The Debenture is
also convertible based on the same initial conversion price, without
any action by the Company, upon the giving by the Issuer of a Defined
Probability Notice (as such term is defined in the Debenture).
The restated Series C Warrant acquired by the Company on June 28,
1995 entitles the Company to purchase from the Issuer, at an exercise
price of ten cents per share, 1,415,049 shares (subject to adjustment
as provided in the Warrant) of Common Stock after January 4, 1997 and
before January 19, 2000. The Series C Warrant may also be exercised
by the Company after December 18, 1995 in the event the Issuer shall
have received prior to the date of exercise an opinion of its counsel
to the effect that the exercise will not adversely affect the Issuer's
ability to use its net operating losses.
The restated Series D Warrant acquired by the Company on June 28,
1995 entitles the Company to purchase from the Issuer, at an exercise
price of ten cents per share, 770,000 shares (subject to adjustment as
provided in the Warrant) of Common Stock after January 4, 1997
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and before January 19, 2000. The Series D Warrant may also be
exercised by the Company after December 18, 1995 in the event the
Issuer shall have received prior to the date of exercise an opinion of
its counsel to the effect that the exercise will not adversely affect
the Issuer's ability to use its net operating losses. The Company has
the right to redeem the Series D Warrant at any time prior to December
18, 1995 for $77,000.
Accordingly, as of October 19, 1995, the Company may be deemed to
have beneficial ownership, pursuant to Rule 13d-3, of the following
shares of Common Stock:
Common Stock issuable upon conversion
of the principal amount of the Debenture 1,105,216
Common Stock issuable upon exercise of
Restated Series C Warrant 1,415,049
Common Stock issuable upon exercise of
Restated Series D Warrant 770,000
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Total 3,290,265
According to the Issuer's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1995, the Issuer had 2,210,000 shares of
Common Stock outstanding as of June 30, 1995. In addition, the
Debenture was issued as part of a private placement of a total of
approximately $1,115,340 in Debentures, and the Series C Warrant and
the Series D Warrant were issued along with another Series C Warrant
and another Series D Warrant issued to one of the Issuer's
shareholders. These debentures and the warrants have identical
conversion and exercise provisions. Assuming all such debentures and
warrants are converted and exercised at the same time, the total
number of outstanding shares of Common Stock would be as follows:
Existing outstanding shares 2,210,000
Common Stock issuable upon conversion
of the principal amount of all debentures 2,465,384
Common Stock issuable upon exercise of
all Series C Warrants 1,617,199
Common Stock issuable upon exercise of
all Series D Warrants 880,000
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Total 7,172,583
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Accordingly, assuming that all debentures and warrants with
conversion and exercise provisions identical to those held by the
Company were converted and exercised at the same time, the 3,290,265
shares of Common Stock of which the Company may be deemed to have
beneficial ownership would represent approximately 45.8% of the Common
Stock that would be outstanding upon such conversion and exercise.
FHC, by virtue of its ownership of the Company, may be deemed,
for purposes of determining beneficial ownership pursuant to Rule
13d-3, to have beneficial ownership of the shares of Common Stock
beneficially owned by the Company.
(b) Except as set forth in (a) above, the Company has sole power
to dispose or to direct the disposition and to vote or direct the
voting of the Common Stock issuable upon conversion of the Note and
exercise of the Series C Warrant and Series D Warrant.
(c) No transactions in the Common Stock have been effected
during the past 60 days by the Company, FHC or, to the best knowledge
of the Company, any of the persons named in Schedule I hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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Not applicable.
Item 7. Materials to be Filed as Exhibits.
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Exhibit 1 Restated Warrant dated June 28, 1995, executed by
the Issuer in favor of the Company
Exhibit 2 Restated Warrant dated June 28, 1995 executed by
the Issuer in favor of the Company
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
DATE: October 27, 1995.
SIGNED: M&A INVESTMENTS, INC.
By: /s/ John G. Murray
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John G. Murray
Assistant Treasurer
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF M&A INVESTMENTS, INC.
The following information is provided for the directors and
executive officers of M&A Investments, Inc. (the "Company") listed
below: (a) name; (b) business address; (c) present principal
occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is
conducted.
(a) Abbey J. Butler
(b) 1220 Senlac Drive, Carrollton, Texas 75006 (the "FHC
Address")
(c) Director of the Company and Co-Chairman of the Board of
Directors and Co-Chief Executive Officer FoxMeyer Health
Corporation ("FHC") and FoxMeyer Corporation ("FoxMeyer");
FHC Address
(a) Melvyn J. Estrin
(b) FHC Address
(c) Director of the Company and Co-Chairman of the Board of
Directors and Co-Chief Executive Officer of FHC and
FoxMeyer; FHC Address
(a) Thomas L. Anderson
(b) FHC Address
(c) Director and President of the Company and President and
Chief Operating Officer of FHC and FoxMeyer; FHC Address
(a) Peter B. McKee
(b) FHC Address
(c) Senior Vice President and Chief Financial Officer of the
Company, FHC and FoxMeyer; FHC Address
(a) Kevin J. Rogan
(b) FHC Address
(c) Senior Vice President, General Counsel and Secretary of the
Company, FHC and FoxMeyer; FHC Address
(a) Edward L. Massman
(b) FHC Address
(c) Vice President and Controller of the Company, FHC and
FoxMeyer; FHC
Address
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DIRECTORS AND EXECUTIVE OFFICERS
OF FOXMEYER HEALTH CORPORATION
The following information is provided for the directors and
executive officers of FoxMeyer Health Corporation ("FHC") listed
below: (a) name; (b) business address; (c) present principal
occupation or employment and the name, principal business and the
address of any corporation or other organization in which such
employment is conducted.
*(a) Abbey J. Butler
(b) FHC Address
(c) Co-Chairman of the Board of Directors and Co-Chief Executive
Officer of FHC and FoxMeyer Corporation ("FoxMeyer"); FHC
Address
*(a) Melvyn J. Estrin
(b) FHC Address
(c) Co-Chairman of the Board of Directors and Co-Chief Executive
Officer of FHC and FoxMeyer; FHC Address
(a) Sheldon W. Fantle
(b) FHC Address
(c) Director of FHC; Chairman and Chief Executive Officer of
Fantle Enterprises, Inc., Bethesda Metro Center, Suite 820,
Bethesda, Maryland 20814
(a) Paul M. Finfer
(b) FHC Address
(c) Director of FHC; President and Chief Executive Officer of
Franklin Acceptance Corporation, 6401 Golden Triangle Drive,
Greenville, Maryland 20770
(a) Alfred H. Kingon
(b) FHC Address
(c) Director of FHC; Principal of Kingon International, Inc.,
301 Madison Avenue, 23rd Floor, New York, New York 10022
(a) William G. Tull
(b) FHC Address
(c) Director of FHC; Financial Consultant; 11311 South Glen
Road, Potomac, Maryland 20854
(a) Thomas L. Anderson
(b) FHC Address
(c) Director, President and Chief Operating Officer of FHC and
FoxMeyer; FHC Address
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(a) Peter B. McKee
(b) FHC Address
(c) Senior Vice President and Chief Financial Officer of FHC and
FoxMeyer; FHC Address
(a) Kevin J. Rogan
(b) FHC Address
(c) Senior Vice President, General Counsel and Secretary of FHC
and FoxMeyer; FHC Address
(a) Edward L. Massman
(b) FHC Address
(c) Vice President and Controller of FHC and FoxMeyer; FHC
Address
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* The Centaur Group holds an aggregate of 3,777,000 (which equals
approximately 21.6% as of June 1, 1995) of the outstanding shares of
common stock of FHC and may be deemed to control FHC. The Centaur
Group is comprised of Messrs. Butler and Estrin, Centaur Partners IV,
a New York general partnership ("Centaur IV"), Estrin Equities Limited
Partnership, a Maryland limited partnership ("Estrin Equities"), and
Butler Equities II, L.P., a Delaware limited partnership ("Butler
Equities"). The general partners of Centaur IV are Estrin Equities
and Butler Equities.
The general partners of Estrin Equities are HSG Acquisition Co. and
MJE, Inc. HSG Acquisition Co. is a Delaware corporation, the
outstanding capital stock of which is owned by Human Service Group,
Inc., a Delaware corporation of which Mr. Estrin owns 69.8% of the
outstanding capital stock (subject to a dispute involving ownership of
approximately 9% of such stock). MJE, Inc. is a Virginia corporation
controlled by Mr. Estrin.
The sole general partner of Butler Equities is AB Acquisition Corp., a
Delaware corporation, and Mr. Butler owns all of the outstanding
capital stock AB Acquisition Corp.
Estrin Equities has designated Mr. Estrin and Butler Equities has
designated Mr. Butler to act as a "Coordinating Person" pursuant to
the Centaur IV partnership agreement. Messrs. Estrin and Butler,
acting together, manage the affairs of Centaur IV and have the
authority to make all decisions concerning Centaur IV's interest in
FHC Common Stock.
The address of Centaur IV and Butler Equities is c/o CB Equities
Corporation, 207 Dune Road, Box 137, Westhampton Beach, New York
11978; the address of Estrin Equities is 7200 Wisconsin Avenue, Suite
600, Bethesda, Maryland 20814
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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Exhibit 1 Restated Warrant dated June 28, 1995, executed by the
Issuer in favor of the Company
Exhibit 2 Restated Warrant dated June 28, 1995, executed by the
Issuer in favor of the Company
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EXHIBIT 1
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WC-4
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT"), AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE
SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE
APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
VOID AFTER 5:00 P.M. NEW YORK CITY TIME, ON JANUARY 19, 2000.
SUBJECT TO EARLY TERMINATION AS PROVIDED IN SECTION 8(D) HEREIN.
SERIES C WARRANT TO PURCHASE COMMON STOCK
OF
UNSI CORPORATION
This is to certify that, FOR VALUE RECEIVED, M&A Investments, Inc. or
assigns ("Holder") , is entitled to purchase, subject to the
provisions of this Warrant, from UNSI Corporation, a Delaware
corporation (the "Company"), at an exercise price per share of ten
cents ($.10), 1,415,049 shares (subject to adjustment as set forth in
the next sentence and as otherwise set forth herein) of common stock,
par value $.01 per share, of the Company (the "Common Stock") at any
time during the period (the "Exercise Period") commencing after
January 4, 1997 and prior to 5:00 p.m. New York City time, on January
19, 2000; provided, however, that if such date is a day on which
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banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a day.
In the event that one or more of the Company's Series B Warrants
and/or 7% PIK Debentures due 1999 (the "PIK Debentures") are not
retired, redeemed, cancelled, satisfied or otherwise terminated prior
to the exercise of this Warrant, the number of shares issuable upon
exercise of this Warrant shall be adjusted so that this Warrant shall
be exercisable to acquire 21.02% of the UNSI Common Stock outstanding
as of the date hereof on a fully diluted basis. The term "fully
diluted basis" means after giving effect to the exercise or conversion
of all UNSI securities outstanding as of the date hereof (other than
the Series B Warrants and/or PIK Debentures that are retired,
redeemed, satisfied, cancelled or otherwise terminated prior to the
exercise of this Warrant and the Series C Warrant denominated WC-5 and
the Series D Redeemable Warrant to Purchase Common Stock of UNSI
Corporation) convertible or exercisable into UNSI Common Stock.
Notwithstanding
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anything to the contrary herein, this Warrant may be exercised after
December 18, 1995, in the event that the Company shall have received
prior to the date of exercise an opinion of its counsel to the effect
that such exercise will not adversely effect the Company's ability to
use its net operating losses. The number of shares of Common Stock to
be received upon the exercise of this Warrant and the price to be paid
for a share of Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon
such exercise, and as adjusted from time to time, are hereinafter
sometimes referred to as "Warrant Shares," and the exercise price for
the purchase of a share of Common Stock pursuant to this Warrant in
effect at any time and as adjusted from time to time is hereby
referred to as the "Exercise Price".
1. EXERCISE OF WARRANT. This Warrant may be exercised in
whole at any time or in part from time to time during the Exercise
Period by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if
any, with the Purchase Form annexed hereto as Exhibit A duly executed
and accompanied by payment of the Exercise Price for the number of
shares specified in such form. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights
of the Holder hereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant at its office,
or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder.
2. RESERVATION OF SHARES. The Company hereby agrees that
at all times there shall be reserved for issuance and/or delivery upon
exercise of this Warrant such number of shares of its Common Stock as
shall be required for issuance and delivery upon exercise of this
Warrant.
3. FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued upon the exercise of
this Warrant.
4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at
the office of its stock transfer agent, if any, for other warrants of
different denominations entitling the holder thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable
hereunder. Subject to the provisions of Section 9 of this Warrant,
upon surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto
as Exhibit A duly executed and funds sufficient to pay any transfer
tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be cancelled. This Warrant
may be divided or combined with other Warrants
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which carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any,
together with a written notice specifying the names and denominations
in which new Warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any Warrants into
which this Warrant may be divided or exchanged. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date.
5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue
of this Warrant, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Holder are
limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein.
6. ADJUSTMENT OF EXERCISE PRICE. In case the Company
shall, (a) pay a dividend or make a distribution on its shares of
Common Stock in shares of Common Stock (b) subdivide or reclassify its
outstanding Common Stock into a greater number of shares, or (c)
combine or reclassify its outstanding Common Stock into a smaller
number of shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective date
of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Holder of this Warrant exercised
after such date shall be entitled to receive the aggregate number and
kind of shares which, if this Warrant had been exercised immediately
prior to such time, he would have owned upon such exercise and been
entitled to receive upon such dividend, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever
any event listed in this Section 6 shall occur. All calculations
under this Section 6 shall be made to the nearest cent or to the
nearest share, as the case may be.
7. RECLASSIFICATION, REORGANIZATION OR MERGER. If any
capital reorganization or reclassification of the capital stock of the
Company or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way (including,
without limitation, by way of consolidation or merger) that holders of
Common Stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for Common Stock, then, as a condition
of such reorganization, reclassification, consolidation, merger or
sale, adequate provision shall be made whereby the Holder of this
Warrant shall thereafter have the right to receive, upon the basis and
upon the terms and conditions specified herein and in lieu of the
shares of Common Stock of the Company then receivable upon the
exercise of this Warrant, such shares of stock, securities or assets
as may be issued or payable with respect to or in exchange for a
number of outstanding shares of such Common Stock equal to the number
of shares of such stock then receivable had such reorganization,
reclassification, consolidation, merger or sale not taken place, and
in any such case appropriate provision shall be made with respect to
the rights and interests of such holder to the end that the
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provisions hereof shall thereafter be applicable, as nearly
practicable, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise of this Warrant. In the event
of a merger or consolidation of the Company as a result of which a
greater or lesser number of shares of common stock of the surviving
corporation is issuable to holders of Common Stock of the Company
outstanding immediately prior to such merger or consolidation, the
Exercise Price in effect immediately prior to such merger or
consolidation shall be adjusted in the same manner as though there
were a subdivision or combination of the outstanding shares of Common
Stock of the Company.
8. REGISTRATION UNDER THE SECURITIES ACT OF 1933.
a. For the four year period commencing after January
19, 1996 (subject to Section 8(f)), the Company shall advise the
Holder of Warrants or the Warrant Shares or any then holder of the
Warrants or Warrant Shares (such persons being collectively referred
to herein as "holders") by written notice at least thirty (30) days
prior to the filing of any registration statement under the Act (other
than a registration statement on Form S-4, Form S-8 or subsequent
similar forms) covering securities of the Company and will upon the
request of any such holder, include in any such registration statement
such information as may be required to permit a public offering of the
Warrant Shares; provided, however, that if the registration statement
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relates to a public offering by the Company of its securities and the
managing underwriters advise the holder that the inclusion in the
offering of securities being sold by the holder would adversely affect
the ability of the Company to complete the public offering (and other
selling stockholders, if any, are similarly advised), then the holder
will agree to reduce the number of Warrant Shares to be registered to
a number of shares which shall be not less than ten percent (10%) of
the number of shares being offered by the Company and the holder will
further agree not to make any sales of the securities so included for
a period of one hundred eighty (180) days from the effective date of
such registration statement. The Company shall keep such registration
statement current for a period of up to nine (9) months from the
conclusion of such one hundred eighty (180) day period; provided,
--------
however, that the Company shall not be required to keep the
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registration statement effective beyond the date after which the
registration statement must be amended to include updated audited
financial statements. The Company shall supply prospectuses, qualify
the Warrants and the Warrant Shares for sale in such states as any
such holder reasonably designates and furnish indemnification in the
manner as set forth in Section 8(b)(ii). Such holders shall furnish
information and provide indemnification as set forth in Section
8(b)(ii).
b. The following provisions shall also be applicable:
(1) The Company shall bear the entire cost and
expense of any registration of securities initiated by it under
Section 8 of this Warrant. Any holder whose Warrant Shares are
included in any such registration statement pursuant to this Section 8
shall, however, bear the fees of his own counsel and accountants and
any transfer taxes or underwriting discounts or commissions applicable
to the Warrant Shares sold by him pursuant thereto.
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(2) The Company shall indemnify and hold harmless
each such holder and each underwriter, within the meaning of the Act,
who may purchase from or sell for any such holder any Warrants and/or
Warrant Shares from and against any and any losses, claims, damages
and liabilities caused by any untrue statement of a material fact
contained in the Registration Statement or any post-effective
amendment thereto or any registration statement under the Act or any
prospectus included therein required to be filed or furnished by
reason of this Section 8 or any application or other filing under any
state securities law caused by any omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading to which such holder or any such
underwriter or any of them may become subject under the Act, the
Securities Exchange Act of 1934, as amended, or other Federal or state
statutory law or regulation, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or
omission based upon information furnished or required to be furnished
to the Company by any such holder or underwriter expressly for use
therein, which indemnification shall include each person, if any, who
controls any such underwriter within the meaning of such Act;
provided, however, that any such holder or underwriter shall at the
-------- -------
same time indemnify the Company, its directors, each officer signing
the related registration statement, each person, if any, who controls
the Company within the meaning of such Act and each other Holder, from
and against any and all losses, claims, damages and liabilities caused
by any untrue statement of a material fact contained in any
registration statement or any prospectus required to be filed or
furnished by reason of this Section 8 or caused by any omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, insofar as
such losses, claims, damages or liabilities are caused by any untrue
statement or omission is based upon information furnished to the
Company by any such holder or underwriter expressly for use therein.
c. The Company's agreements with respect to Warrants
or Warrant Shares in this Section 8 shall continue in effect
regardless of the exercise and surrender of this Warrant.
d. Notwithstanding any contrary provisions of this
Section 8 the holder of this Warrant may, at its election, include
this Warrant as well as the Warrant Shares issuable upon exercise of
this Warrant in any registration statement filed pursuant to this
Section 8; provided, however, that in the event that both (i) this
-------- -------
Warrant shall be included in any such registration statement and (ii)
this Warrant shall be transferred at a time subsequent to the
effective date of such registration statement at which time the
registration statement is current, then this Warrant shall cease to be
exercisable after 5:00 P. M., New York City time on the thirtieth
(30th) day after the date of such transfer or, if such thirtieth
(30th) day shall be a day on which banking institutions in the State
of New York are authorized by law to close, then on the next
succeeding day which shall not be such a day. In the event that any
registration statement referred to in the preceding sentence shall
cease to be current during the thirty (30) day period referred to
above, then, notwithstanding the preceding sentence, the
exerciseability of this Warrant shall not be affected by the transfer
of this
<PAGE>
<PAGE>
Warrant. Nothing in this Warrant shall be construed in any manner to
require the Company to take steps to create or provide for a public
market for the Warrants.
9. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.
This Warrant or the Warrant Shares or any other security issued or
issuable upon exercise of this Warrant may not be sold or otherwise
disposed of except as follows:
a. To a person who, in the opinion of counsel for the
Company, is a person to whom this Warrant or Warrant Shares may
legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto against
receipt of an agreement of such person to comply with the provisions
of this Section 9 with respect to any resale or other disposition of
such securities which agreement shall be reasonably satisfactory in
form and substance to the Company and its counsel; or
b. to any person upon delivery of a prospectus then
meeting the requirements of the Act relating to such securities and
the offering thereof for such sale or disposition.
Dated: June 28, 1995
UNSI CORPORATION
By:
-----------------------
Peter A. Lusk
Chairman of the Board
<PAGE>
<PAGE>
Exhibit A
PURCHASE FORM
-------------
Dated , 19
----------- --
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing shares of Common Stock and hereby
makes payment of
in payment of the actual exercise price thereof.
--------------------
INSTRUCTIONS FOR REGISTRATION OF STOCK
--------------------------------------
Name
-------------------------------------------------------------
(Please typewrite or print in block letters)
Signature
--------------------------------------------------------
--------------------
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED,
hereby sells, assigns and transfer unto
Name
-------------------------------------------------------------
(Please typewrite or print in block letters)
Address
----------------------------------------------------------
Social Security or Employer Identification No.
-----------------
the right to purchase Common Stock represented by this Warrant to the
extent of shares as to which such right is
------------------
exercisable and does hereby irrevocably constitute and appoint
Attorney, to transfer the same on the
---------------------------
books of the Company with full power of substitution in the premises.
Dated: , 19
-------------------- --
Signature
----------------------
Signature Guaranteed
--------------------------------
<PAGE>
EXHIBIT 2
---------
WD-4
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT"), AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE
SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE
APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
VOID AFTER 5:00 P.M. NEW YORK CITY TIME, ON JANUARY 19, 2000.
SUBJECT TO EARLY TERMINATION AS PROVIDED IN SECTIONS 8(D) AND 10
HEREIN.
SERIES D REDEEMABLE WARRANT TO PURCHASE COMMON STOCK
OF
UNSI CORPORATION
This is to certify that, FOR VALUE RECEIVED, M&A Investments, Inc. or
assigns ("Holder") , is entitled to purchase, subject to the
provisions of this Warrant, from UNSI Corporation, a Delaware
corporation (the "Company"), at an exercise price per share of ten
cents ($.10), 770,000 shares (subject to adjustment as set forth in
the next sentence and as otherwise set forth herein) of common stock,
par value $.01 per share, of the Company (the "Common Stock") at any
time during the period (the "Exercise Period") commencing after
January 4, 1997 and prior to 5:00 p.m. New York City time, on January
19, 2000; provided, however, that if such date is a day on which
-------- -------
banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a day.
In the event that one or more of the Company's Series B Warrants
and/or 7% PIK Debentures due 1999 (the "PIK Debentures") are not
retired, redeemed, cancelled or otherwise terminated prior to the
exercise of this Warrant, the number of shares issuable upon exercise
of this Warrant shall be adjusted so that this Warrant shall be
exercisable to acquire 10.12% of the UNSI Common Stock outstanding as
of the date hereof on a fully diluted basis. The term "fully diluted
basis" means after giving effect to the exercise or conversion of all
UNSI securities outstanding as of the date hereof (other than the
Company's Series B Warrants and/or PIK Debentures that are retired,
redeemed, cancelled or otherwise terminated prior to the date of
exercise of this Warrant and the Series D Redeemable Warrant
(denominated WD-5)) convertible or exercisable into UNSI Common Stock.
Notwithstanding anything to the contrary herein, this Warrant may be
exercised after December 18, 1995, in the event that the Company shall
have received prior to the date of exercise an opinion of its counsel
to the effect that such exercise will not adversely effect the
Company's ability to use its net operating losses. The number of
shares of Common Stock
<PAGE>
<PAGE>
to be received upon the exercise of this Warrant and the price to be
paid for a share of Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon
such exercise, and as adjusted from time to time, are hereinafter
sometimes referred to as "Warrant Shares," and the exercise price for
the purchase of a share of Common Stock pursuant to this Warrant in
effect at any time and as adjusted from time to time is hereby
referred to as the "Exercise Price".
10. EXERCISE OF WARRANT. This Warrant may be exercised in
whole at any time or in part from time to time during the Exercise
Period by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if
any, with the Purchase Form annexed hereto as Exhibit A duly executed
and accompanied by payment of the Exercise Price for the number of
shares specified in such form. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights
of the Holder hereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant at its office,
or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder.
11. RESERVATION OF SHARES. The Company hereby agrees that
at all times there shall be reserved for issuance and/or delivery upon
exercise of this Warrant such number of shares of its Common Stock as
shall be required for issuance and delivery upon exercise of this
Warrant.
12. FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued upon the exercise of
this Warrant.
13. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at
the office of its stock transfer agent, if any, for other warrants of
different denominations entitling the holder thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable
hereunder. Subject to the provisions of Section 9 of this Warrant,
upon surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto
as Exhibit A duly executed and funds sufficient to pay any transfer
tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be cancelled. This Warrant
may be divided or combined with other Warrants which carry the same
rights upon presentation hereof at the office of the Company or at the
office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term "Warrant"
as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and
cancellation
<PAGE>
<PAGE>
of this Warrant, if mutilated, the Company will execute and deliver a
new Warrant of like tenor and date.
14. RIGHTS OF THE HOLDER. The Holder shall not, by virtue
of this Warrant, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Holder are
limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein.
15. ADJUSTMENT OF EXERCISE PRICE. In case the Company
shall, (a) pay a dividend or make a distribution on its shares of
Common Stock in shares of Common Stock (b) subdivide or reclassify its
outstanding Common Stock into a greater number of shares, or (c)
combine or reclassify its outstanding Common Stock into a smaller
number of shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective date
of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Holder of this Warrant exercised
after such date shall be entitled to receive the aggregate number and
kind of shares which, if this Warrant had been exercised immediately
prior to such time, he would have owned upon such exercise and been
entitled to receive upon such dividend, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever
any event listed in this Section 6 shall occur. All calculations
under this Section 6 shall be made to the nearest cent or to the
nearest share, as the case may be.
16. RECLASSIFICATION, REORGANIZATION OR MERGER. If any
capital reorganization or reclassification of the capital stock of the
Company or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way (including,
without limitation, by way of consolidation or merger) that holders of
Common Stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for Common Stock, then, as a condition
of such reorganization, reclassification, consolidation, merger or
sale, adequate provision shall be made whereby the Holder of this
Warrant shall thereafter have the right to receive, upon the basis and
upon the terms and conditions specified herein and in lieu of the
shares of Common Stock of the Company then receivable upon the
exercise of this Warrant, such shares of stock, securities or assets
as may be issued or payable with respect to or in exchange for a
number of outstanding shares of such Common Stock equal to the number
of shares of such stock then receivable had such reorganization,
reclassification, consolidation, merger or sale not taken place, and
in any such case appropriate provision shall be made with respect to
the rights and interests of such holder to the end that the provisions
hereof shall thereafter be applicable, as nearly practicable, in
relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of this Warrant. In the event of a
merger or consolidation of the Company as a result of which a greater
or lesser number of shares of common stock of the surviving
corporation is issuable to holders of Common Stock of the Company
outstanding immediately prior to such merger or consolidation, the
Exercise Price in effect immediately prior to such merger or
consolidation shall be adjusted in the same manner as though there
were a subdivision or combination of the outstanding shares of Common
Stock of the Company.
<PAGE>
<PAGE>
17. REGISTRATION UNDER THE SECURITIES ACT OF 1933.
a. For the four year period commencing after January
19, 1996 (subject to Section 8(f)), the Company shall advise the
Holder of Warrants or the Warrant Shares or any then holder of the
Warrants or Warrant Shares (such persons being collectively referred
to herein as "holders") by written notice at least thirty (30) days
prior to the filing of any registration statement under the Act (other
than a registration statement on Form S-4, Form S-8 or subsequent
similar forms) covering securities of the Company and will upon the
request of any such holder, include in any such registration statement
such information as may be required to permit a public offering of the
Warrant Shares; provided, however, that if the registration statement
-------- -------
relates to a public offering by the Company of its securities and the
managing underwriters advise the holder that the inclusion in the
offering of securities being sold by the holder would adversely affect
the ability of the Company to complete the public offering (and other
selling stockholders, if any, are similarly advised), then the holder
will agree to reduce the number of Warrant Shares to be registered to
a number of shares which shall be not less than ten percent (10%) of
the number of shares being offered by the Company and the holder will
further agree not to make any sales of the securities so included for
a period of one hundred eighty (180) days from the effective date of
such registration statement. The Company shall keep such registration
statement current for a period of up to nine (9) months from the
conclusion of such one hundred eighty (180) day period; provided,
--------
however, that the Company shall not be required to keep the
-------
registration statement effective beyond the date after which the
registration statement must be amended to include updated audited
financial statements. The Company shall supply prospectuses, qualify
the Warrants and the Warrant Shares for sale in such states as any
such holder reasonably designates and furnish indemnification in the
manner as set forth in Section 8(b)(ii). Such holders shall furnish
information and provide indemnification as set forth in Section
8(b)(ii).
b. The following provisions shall also be applicable:
(1) The Company shall bear the entire cost and
expense of any registration of securities initiated by it under
Section 8 of this Warrant. Any holder whose Warrant Shares are
included in any such registration statement pursuant to this Section 8
shall, however, bear the fees of his own counsel and accountants and
any transfer taxes or underwriting discounts or commissions applicable
to the Warrant Shares sold by him pursuant thereto.
(2) The Company shall indemnify and hold harmless
each such holder and each underwriter, within the meaning of the Act,
who may purchase from or sell for any such holder any Warrants and/or
Warrant Shares from and against any and any losses, claims, damages
and liabilities caused by any untrue statement of a material fact
contained in the Registration Statement or any post-effective
amendment thereto or any registration statement under the Act or any
prospectus included therein required to be filed or furnished by
reason of this Section 8 or any application or other filing under any
state securities law caused by any omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading to which such holder or any such
underwriter or any of them may become subject under the Act, the
Securities Exchange Act of 1934, as amended, or other Federal or state
statutory law or regulation, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or
omission based upon information furnished or required to be furnished
to the
<PAGE>
<PAGE>
Company by any such holder or underwriter expressly for use therein,
which indemnification shall include each person, if any, who controls
any such underwriter within the meaning of such Act; provided,
--------
however, that any such holder or underwriter shall at the same time
-------
indemnify the Company, its directors, each officer signing the related
registration statement, each person, if any, who controls the Company
within the meaning of such Act and each other Holder, from and against
any and all losses, claims, damages and liabilities caused by any
untrue statement of a material fact contained in any registration
statement or any prospectus required to be filed or furnished by
reason of this Section 8 or caused by any omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission
is based upon information furnished to the Company by any such holder
or underwriter expressly for use therein.
c. The Company's agreements with respect to Warrants
or Warrant Shares in this Section 8 shall continue in effect
regardless of the exercise and surrender of this Warrant.
d. Notwithstanding any contrary provisions of this
Section 8 the holder of this Warrant may, at its election, include
this Warrant as well as the Warrant Shares issuable upon exercise of
this Warrant in any registration statement filed pursuant to this
Section 8; provided, however, that in the event that both (i) this
-------- -------
Warrant shall be included in any such registration statement and (ii)
this Warrant shall be transferred at a time subsequent to the
effective date of such registration statement at which time the
registration statement is current, then this Warrant shall cease to be
exercisable after 5:00 P. M., New York City time on the thirtieth
(30th) day after the date of such transfer or, if such thirtieth
(30th) day shall be a day on which banking institutions in the State
of New York are authorized by law to close, then on the next
succeeding day which shall not be such a day. In the event that any
registration statement referred to in the preceding sentence shall
cease to be current during the thirty (30) day period referred to
above, then, notwithstanding the preceding sentence, the
exerciseability of this Warrant shall not be affected by the transfer
of this Warrant. Nothing in this Warrant shall be construed in any
manner to require the Company to take steps to create or provide for a
public market for the Warrants.
18. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.
This Warrant or the Warrant Shares or any other security issued or
issuable upon exercise of this Warrant may not be sold or otherwise
disposed of except as follows:
a. To a person who, in the opinion of counsel for the
Company, is a person to whom this Warrant or Warrant Shares may
legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto against
receipt of an agreement of such person to comply with the provisions
of this Section 9 with respect to any resale or other disposition of
such securities which agreement shall be reasonably satisfactory in
form and substance to the Company and its counsel; or
b. to any person upon delivery of a prospectus then
meeting the requirements of the Act relating to such securities and
the offering thereof for such sale or disposition.
<PAGE>
<PAGE>
19. REDEMPTION OF WARRANT. The Company may, at its option,
at any time prior to the close of business on December 18, 1995 (the
"Final Date"), redeem all of the Series D Warrants upon notice and in
the manner set forth below. The Company may redeem all the Warrants
by mailing or otherwise delivering a notice of such redemption prior
to the Final Date to the holder of Warrants to be redeemed at M&A
Investments, Inc., 1220 Senlac Drive, Carrollton, Texas 75006 or at
such other address as the holder of this Warrant shall designate in
writing to the Company. Such notice of redemption shall be
accompanied by a certified check payable to the holder of this Warrant
in the amount of $77,000. Such Warrant shall be deemed to be redeemed
on the date such notice (accompanied by such payment) is given. (For
the purposes of this Warrant, the term "business day" shall mean any
day other than a Saturday or Sunday or a day on which banking
institutions in the City of New York are authorized or obligated to
close).
Dated: June 28, 1995
UNSI CORPORATION
By:
---------------------
Peter A. Lusk
Chairman of the Board
<PAGE>
<PAGE>
Exhibit A
PURCHASE FORM
-------------
Dated , 19
----------- --
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing shares of Common Stock and hereby
makes payment of
in payment of the actual exercise price thereof.
--------------------
INSTRUCTIONS FOR REGISTRATION OF STOCK
--------------------------------------
Name
-------------------------------------------------------------
(Please typewrite or print in block letters)
Signature
--------------------------------------------------------
--------------------
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED,
hereby sells, assigns and transfer unto
Name
-------------------------------------------------------------
(Please typewrite or print in block letters)
Address
----------------------------------------------------------
Social Security or Employer Identification No.
-----------------
the right to purchase Common Stock represented by this Warrant to the
extent of shares as to which such right is
------------------
exercisable and does hereby irrevocably constitute and appoint
Attorney, to transfer the same on the
---------------------------
books of the Company with full power of substitution in the premises.
Dated: , 19
-------------------- --
Signature
----------------------
Signature Guaranteed
--------------------------------
