As filed with the Securities and Exchange Commission on November 2, 2001
Commission File No. 0-15303
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNICO, INC.
(Exact name of registrant as specified in its charter)
Delaware
73-1215433(State or other jurisdiction 264: (IRS Employer of incorporation or organization) Number)
24 Lakeside Avenue
Pompton Lakes, NJ 07442
(Address of principal executive offices) (zip code)
EMPLOYEE STOCK OPTION under UNICO, INC. 2000 STOCK OPTION PLAN and PAYMENTS PURSUANT TO CONSULTING AGREEMENTS
(Full titles of plans)
Joe Nicastro, President
UNICO, INC.
24 Lakeside Avenue
Pompton Lakes, NJ 07442
(973) 248-1177
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount being Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering price | Amount of Registration Fee |
Common Stock | 500,000 | $.30 | $150,000 | $37.50 |
Common Stock | 50,000 | $.10 | $5,000 | $ 1.25 |
Common Stock | 40,000 | $.10 | $4,000 | $ 1.00 |
Totals | 590,000 | | $159,000 | $39.75 |
(a) The Registration Fee with respect to the shares registered hereby has been calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the last price per share of the Registrant's Common Stock on October 29, 2001, a date within five days prior to the filing of this Registration Statement, as reported by the OTC Electronic Bulletin Board and, in the case of the shares of the Registrant's Common Stock to be issued pursuant to the settlement of one of the Consulting Agreements, the price at which such shares were issued.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for its fiscal year ended
December 31, 2000.
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001
(c) Registration Statement on Form S-8 filed by the Registrant on March 31, 2000.
(d) Registration Statement on Form S-8 filed by the Registrant on April 8, 2001.
(e) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report referred to in (a) above.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Sellers and Associates, P.C. has issued its report dated March 30, 2001 relating to the financial statements of the Registrant incorporated herein.
Certain legal matters with respect to the legality of the issuance of the Common Stock offered hereby will be passed upon for the Registrant by Jerold K. Levien, Esq.
Item 6. Indemnification of Directors and Officers.
(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; 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 paragraph 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.
695:
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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.
(3) To remove registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) The undersigned registrant hereby undertakes 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 Article 3 or Regulation S-X 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.
(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons or the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised 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. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceedings) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant 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 whether such indemnification by it is against public policy as expressed in the Act 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 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,
thereunto duly authorized, in Pompton Lakes, N.J. on October 29, 2001.
UNICO, INC.
By: \s\ Joseph Nicastro
822: 823: Joseph Nicastro
828: 829: President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Signature 850: Title yDate
President, Director October 29, 2001
\s\ Joseph Nicastro (Principal executive officer)
Joseph Nicastro
EXHIBIT INDEX
Exhibit Number Exhibit
5 Opinion and Consent of Jerold K. Levien, Esq.
23.1 Consent of Sellers & Associates, P.C., as Independent Auditor
23.2 Consent of Jerold K. Levien, Esq. is included in the Opinion referenced in Exhibit 5 above.
99.1 Settlement Agreement dated as of September 20, 2001 between the registrant and Benny Blom, Consultant
917: Settlement Agreement dated as of October 26, 2001 between the registrant and Richard S. Hyland, consultant
930: 932:
LAW OFFICES
OF
Jerold K. Levien
30 JEAN DRIVE
ENGLEWOOD CLIFFS, NEW JERSEY07632
GOTOBUTTON BM_2_ JKIDODEALS@aol.com 965:
NEW YORK OFFICE s425 MADISON AVENUE SUITE 700 NEW YORK, NY �10017-1110 TELEPHONE: (212) 308-2555 FACSIMILE: (212) 308-7677 | | NEW JERSEY OFFICE TELEPHONE: (201) 541-1943 FACSIMILE: y(201) 541-1320< |
1014:
October 29, 2001
Joe Nicastro
Unico, Inc.
24 Lakeside Avenue
Pompton Lakes, N.J. 07442
Gentlemen:
I have acted as special counsel to Unico, Inc., a Delaware corporation (the "Corporation"), in connection with the offering of 590,000 shares of Common Stock, of which 50,000 are to be issued to an employee pursuant to a grant under the Corporation�s 2000 Stock Option Plan and an aggregate of 540,000 shares are to be issued to two consultants to the Corporation pursuant to Settlement Agreements entered into with respect to Consulting Agreements between such consultants and the Corporation. The offering of the shares is to be made pursuant to a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement").
I have acted as special counsel to the Corporation in connection with the issuance of the aforesaid shares.
Please be advised that I am of the opinion that the Corporation's Common Stock to be offered pursuant to the Registration Statement has been duly authorized by the Corporation. The Common Stock, when issued in accordance with the terms of the Corporation's 2000 Stock Option Plan and the Settlement Agreements will be validly issued by the Corporation, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement in the section entitled "Interest of Named Experts and Counsel" and the filing of this letter as an Exhibit to the Registration Statement.
Yours very truly,
Jerold K. Levien
SELLERS & ASSOCIATES, P.C.
3785 HARRISON BLVD., STE 101
OGDEN, UTAH 84403
Phone: 801-621-8128���� Fax: 801-627-1639 E-Mail: SellersAssoc@aol.com
CONSENT OF INDEPENDENT AUDITORS
Unico, Inc. and Subsidiaries
Pompton Lakes, NJ
We have issued our report dated March 30, 2001, relating to the financial statements of Unico, Inc. and Subsidiaries for the years ended December 31, 2000 and 1999 appearing in the Company's Annual Report on Form 10-KSB. Such report has been incorporated by reference in the Registration Statement on Form S-8 and we consent to the use of our name as it appears under the caption "Experts."
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\s\ Sellers & Associates, P.C.
Sellers & Associates, P.C.
Ogden, Utah
October 18, 2001
SETTLEMENT AGREEMENT
AGREEMENT dated as of October 11, 2001, between Unico, Inc., a Delaware corporation (the "Company"), and Mr. Benny Blom, an individual resident in Argentina (the "Consultant") and its predecessor, Nateko S/A, a foreign corporation registered under the laws of Argentina,. The parties hereto agree as follows:<
1.Agreement to Settle.
(a) Upon the terms and subject to the conditions of this Agreement, the Company and the Consultant hereby agree to settle a dispute stemming out of a Consultant Agreement between the parties, dated on or about February 25, 2001 on the following terms and conditions:
1193: >(i) Past Consulting. The Company hired the Consultant to begin non-exclusive Internet consulting with the Company and to build an extensive web presence for its subsidiary, BidInvite.com, Inc. pursuant to the terms thereof for a total amount of $470,000, of which $175,000.00 now is being settled. � 1204: s(ii) Settlement shares. The Company shall pay the Consultant a fee in the form of 500,000 shares of common stock, par value $0.01 per share of the Company (NASD-OTC symbol:UNCO) (the "Shares"). The Shares shall be paid to the Consultant upon execution of this Agreement and shall be considered fully earned as of the Start Date. The Shares shall be registered by the Company pursuant to an effective registration statement with the Securities and Exchange Commission, and the Company agrees to continuously maintain the registration of such Shares. (iii) Assignment.� All rights, title and interest to any demand for payment or otherwise, stemming out of the Consulting agreement, between Nateko S/A and Unico, referred to under 1 (a) above in this agreement has been assigned to Mr. Benny Blom, which hereby unconditionally undertake to hold Unico or its successors harmless for any demand of payment stemming out of said agreement. (iv) Final Settlement. Upon the terms and conditions of this agreement, the parties hereby agree with prejudice in the regard to the settled amount, $175,000 that said 500,000 shares of Unico common stock is sufficient to settle any and all outstanding disputes, bills, demands for payment, requirement for additional work or any other requirements that either party may now or in the future have stemming out of said agreement referred to under 1 (a) above.
2. Miscellaneous.
(i) Binding Effect This Agreement shall be binding on the Company and any person or entity, which succeeds to the interest of the Company (regardless of whether such succession occurs by operation of law, by reason of the sale of all or a portion of the Company's stock or assets or a merger, consolidation or reorganization involving the Company).
(ii) Assignment. Except as provided under Section 5 (a) above, neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by either party hereto without the prior written consent of the other party.
(iii) Entire Agreement. This Agreement supersedes any and all prior agreements between the parties hereto, and constitutes the entire agreement between the parties hereto with respect to the matters referred to herein, and no other agreement, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. The Consultant acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, that he has read this Agreement and that he understands it and its legal consequences. No parole or other evidence may be admitted to alter, modify or construe this Agreement, which may be changed only by a writing signed by the parties hereto.
(iv) Severability; Reformation. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event any provision or Section of this agreement is not enforceable in accordance with its terms, the Consultant and the Company agree that such Section, or such portion of such Section, shall be reformed to make it enforceable in a manner which provides the Company the maximum rights permitted under applicable law.
(v) Waiver. Waiver by either party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert their rights hereunder on any occasion or series of occasions. (vi) Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy and shall be effective upon dispatch to the party to whom such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):
If to the Company:
Unico Inc.
24 Lakeside Avenue
Pompton Lakes, NJ� 07442
Attn: Mr. Joseph Nicastro
If to the Consultant:
Mr. Benny Blom
Santa Fe 26101,B
7600 Mar del Plata
Argentina
(vii) Amendments.� This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.
(viii) Headings.� Headings to sections in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.
(ix) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
(x) Withholding.� No payments provided for herein shall be reduced by any amount on account of federal, state or local income or employment tax laws or similar statutes or other provisions of law then in effect. Company and Consultant acknowledge that Consultant is an independent contractor and shall be responsible for payment of all federal, state or local income or employment taxes in respect of the Shares paid to Consultant for the services provided hereunder.
(xi) Governing Law.� This Agreement shall be governed by the laws of the State of New Jersey, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.
IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized officer and the Consultant has hereunto set his hand as of the day and year first above written.
Unico, Inc.
_______________________________________
By:� Joseph Nicastro
1481: Title:>� President
1485:
The Consultant:
_______________________________________
����������������������� Benny Blom>
SETTLEMENT AGREEMENT
AGREEMENT, dated as of October 26, 2001, between Unico, Inc., a Delaware corporation (the "Company"), and Mr. Richard S. Hyland, an individual resident in the state of New York (the "Consultant") The parties hereto agree as follows:
1538: 1.<Agreement to Settle.
(a) Upon the terms and subject to the conditions of this Agreement, the Company and the Consultant hereby agree to settle a dispute stemming out of a Consultant Agreement between the parties, dated on or about April 10, 2001, on the following terms and conditions:
(i) Past Consulting. The Company hired the Consultant to begin non-exclusive business development consulting with the Company in consideration for cash and 25,000 restricted shares of Unico common stock, par value $.01 pre split reversal 1:10 effectuated on or about August 25, 2001, and $2,000 in cash.
s(ii) Continued consulting. sThe Consultant agrees to complete one business plan in progress by November 9, 2001 and to return computer equipment by delivery of the settlement shares.����� 1575: (iii) Settlement shares et al The Company shall pay the Consultant a fee in the form of 40,000 shares of common stock, par value $0.01 per share of the Company (NASD-OTC symbol: 1580: UNCO) (the "Shares"). The Shares shall be paid to the Consultant upon execution of this Agreement. The Shares shall be registered by the Company pursuant to an effective registration statement with the Securities and Exchange Commission, and the Company agrees to continuously maintain the registration of such Shares. The Consultant agrees to, upon receipt of the newly issued 40,000 registered settlement shares, to surrender to the Company, the initial 25,000 restricted shares already in the Company's possession, and to forgive any claims for cash without any additional remuneration beyond the aforementioned 40,000 registered shares.
1597: (iv) Final Settlement. Upon the terms and conditions of this agreement, the parties hereby agree with prejudice that said 40,000 shares of Unico common stock is sufficient to settle any and all outstanding disputes, bills, demands for payment, requirement for additional work or any other requirements that either party may now or in the future have stemming out of said agreement referred to under 1 (a) above, including remuneration to Consultant for the outstanding, unpaid cash component of Past Consulting Agreement, and the outstanding 25,000 pre-split restricted shares.
2. Miscellaneous.
(i) Binding Effect. This Agreement shall be binding on the Company and any person or entity, which succeeds to the interest of the Company (regardless of whether such succession occurs by operation of law, by reason of the sale of all or a portion of the Company's stock or assets or a merger, consolidation or reorganization involving the Company).�
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(ii) Assignment. Except as provided under Section 5 (a) above, neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by either party hereto without the prior written consent of the other party.
(iii) Entire Agreement. This Agreement supersedes any and all prior agreements between the parties hereto, and constitutes the entire agreement between the parties hereto with respect to the matters referred to herein, and no other agreement, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. The Consultant acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, that he has read this Agreement and that he understands it and its legal consequences. No parole or other evidence may be admitted to alter, modify or construe this Agreement, which may be changed only by a writing signed by the parties hereto.
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(iv) Severability; Reformation. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event any provision or Section of this agreement is not enforceable in accordance with its terms, the Consultant and the Company agree that such Section, or such portion of such Section, shall be reformed to make it enforceable in a manner, which provides the Company, the maximum rights permitted under applicable law.
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1678: (v) Waiver. Waiver by either party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert their rights hereunder on any occasion or series of occasions. 1692: (vi) Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy and shall be effective upon dispatch to the party to whom such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):
If to the Company:
Unico Inc.
24 Lakeside Avenue
�Pompton Lakes, NJ 07442
Attn: Mr. Joseph Nicastro
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1729: If to the Consultant:
Mr. Richard S. Hyland
103 Park Ave West>
White Plains, NY 10607
1748:
(vii) Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.
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(viii) Headings.� 1760: Headings to sections in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.
(ix) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
(x) Withholding. No payments provided for herein shall be reduced by any amount on account of federal, state or local income or employment tax laws or similar statutes or other provisions of law then in effect. Company and Consultant acknowledge that Consultant is an independent contractor and shall be responsible for payment of all federal, state or local income or employment taxes in respect of the Shares paid to Consultant for the services provided hereunder.
(xi) Governing Law. This Agreement shall be governed by the laws of the State of New Jersey, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.
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IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized officer and the Consultant has hereunto set his hand as of the day and year first above written.
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Unico, Inc.
_______________________________________ �
By:>Joseph Nicastro
Title: President
The Consultant:
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_______________________________________>
Richard S. Hyland
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1898:
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1946: 1948:
