As filed with the Securities and Exchange Commission on April 21, 2006
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNICO, INCORPORATED
(Exact name of registrant as specified in its charter)
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ARIZONA | 86-0205130 |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification Number) |
UNICO, INCORPORATED
8880 Rio San Diego Drive, 8th Floor
San Diego, California 92108
(Address of principal executive offices) (Zip code)
COMPENSATION PLAN FOR EMPLOYEES, OFFICERS, DIRECTORS AND
CONSULTANTS
(Full title of plan)
Mark A. Lopez
Unico, Incorporated
8880 Rio San Diego Drive, 8th Floor
San Diego, California 92108
(Name and address of agent for service)
(619) 209-6124
(Telephone number, including area code of agent for service)
Copy to:
Robert N. Wilkinson, Esq.
60 East South Temple, Suite 1270
Salt Lake City, UT 84111
(801) 533-9645
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Title Of Securities Amount To Be Offering Price Aggregate Amount of To Be Registered Registered(1) Per Share(2) Offering Price Registration Fee
Common Stock 200,000,000 $.002 $400,000.00 $42.80 ($0.001 Par Value) _______________________________________________________________________ |
(1) Represents 200,000,000 shares of Common Stock to be issued to employees and consultants as compensation for services rendered
(2) Estimated solely for the purpose of determining the amount of registration fees and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information
The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered by eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:
Mark A. Lopez
Unico, Incorporated
8880 Rio San Diego Drive, 8th Floor
San Diego, California 92108
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission (the "Commission") by Unico, Incorporated, an Arizona corporation (the "Company"), are incorporated herein by reference:
(a)
The Company's latest Annual Report on Form 10-KSB for the year ended February 28, 2005, as filed with the Securities and Exchange Commission on June 20, 2005;
(b)
The reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the fiscal year ended February 28, 2005;
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(c)
The description of the Company's common stock contained in its Form 10-KSB filed June 20, 2005 (File No. 000-30239), including any amendment or report filed for the purpose of updating such description.
All other documents filed by the Company after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.
We will furnish to each person to whom this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents referred to by reference. Requests should be addressed to: Mark Lopez, 8880 Rio San Diego Drive, 8th Floor San Diego, California 92108. Our telephone number is (619) 209-6124.
The public may read and copy any materials we file with the Securities and Exchange Commission at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling 1-(800)-SEC-0330. The Commission maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding us and other registrants that file electronically with the Commission.
Item 4. Description of Securities:
Not Applicable
Item 5. Interests of Named Experts and Counsel:
None
Item 6. Indemnification for Directors and Officers:
The Company's articles of incorporation, as amended, contain the following indemnification provision: The corporation shall indemnify its officers, directors and stockholders from all liability of any type or sort whatever, as may exist as a direct or indirect result of their status or actions as such officer, director or stockholder, except as may arise due to the gross negligence or willful misconduct of any such person. The Company may purchase indemnification insurance for officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
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Item 7. Exemption from Registration Claimed:
Not Applicable
1tem 8. Exhibits:
The exhibits to this Registration Statement are listed in the index to Exhibits on Page 7.
Item 9. Undertakings:
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this Registration Statement;
(iii)
To include any additional or changed material information on the plan of distribution; provided, however, that paragraph 1(I) and 1(ii) do not apply if the information required to included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(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.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering.
(b)
The undersigned company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities and 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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(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than 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 of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable ground 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, thereunto duly authorized, in San Diego, California, on April 21, 2006.
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| | Unico, Incorporated
By:/s/ Mark A. Lopez Mark A. Lopez President and CEO |
Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the date(s) indicated.
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Signature | Title | Date |
/s/ Mark A. Lopez
Mark A. Lopez | Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer and Principal Accounting Officer | March 28, 2006 |
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/s/ Richard Belliston Richard Belliston | Director | March 28, 2006 |
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/s/ Kiyoshi Kasai
Kiyoshi Kasai | Director | March 28, 2006 |
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/s/ Ray C. Brown
Ray C. Brown | Director | March 28, 2006 |
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INDEX TO EXHIBITS
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Exhibit No. | Description |
5.1 | Opinion of Counsel, regarding the legality of the securities registered hereunder. |
10.1 | Compensation Plan for Employees, Officers, Directors and Consultants |
23.1 | Consent of Independent Auditors |
23.2 | Consent of Counsel (Included as part of Exhibit 5.1) |
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EXHIBIT 5.1
Robert N. Wilkinson, Esq.
A T T O R N E Y A T L A W
E A G L E G A T E B U I L D I N G S U I T E 1 2 7 0
6 0 E A S T S O U T H T E M P L E
S A L T L A K E C I T Y, U T A H 8 4 1 1 1
T E L . ( 8 0 1 ) 5 3 3 - 9 6 4 5
F A X ( 8 0 1 ) 2 2 0 - 0 6 2 5
April 20, 2006
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re:
Unico, Incorporated
Ladies and Gentlemen:
I refer to the registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), to be filed by Unico, Incorporated, an Arizona corporation (the “Company”), with the Securities and Exchange Commission on April 21, 2006.
I have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officers, and other documents as I have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based on my examination mentioned above, I am of the opinion that the securities being registered to be sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
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| | Sincerely,
/s/ Robert N. Wilkinson
Robert N. Wilkinson |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Unico, Incorporated
San Diego, California
We hereby consent to the incorporation by reference in this Registration Statement of Unico, Incorporated, on Form S-8, of our audit report dated June 15, 2005, (which includes an emphasis paragraph relating to the Company’s ability to continue as a going concern) of Unico, Incorporated, for the year ended February 28, 2005, and to all references to our firm included in this Registration Statement.
/s/ HJ Associates & Consultants, LLP
HJ Associates & Consultants, LLP
Salt Lake City, Utah
April 19, 2006
