UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X]Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 1996 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File No. 0-9833 UNIHOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 58-1443790 - ------------------------------ ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) 96 Spring Street, New York, New York 10012 - ------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212)219-9496 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $ 0.01 Par Value Per Share -------------------------------------------- (title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ ] As of September 13, 1996, 6,455,502 shares of Registrant's Common Stock, par value $0.01 per share, were outstanding. The aggregate market value of the Common Stock, based on the closing price on The Nasdaq Stock Market/Nasdaq Small Cap as of September 16, 1996, held by nonaffiliates of the Registrant was approximately $51 million. DOCUMENTS INCORPORATED BY REFERENCE None Page 1 of 5 INDEX Item 14. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K Page No. -------- Financial Statements and Schedules: Independent Auditor's Report......................... 3 Financial Statement Schedule......................... 4 Signatures........................................... 5 2 Richard A. Eisner & Company, LLP Accountants and Consultants REPORT OF INDEPENDENT AUDITORS Board of Directors UniHolding Corporation New York, New York We have audited the financial statements of UniHolding Corporation and subsidiaries as at May 31, 1996 and May 31, 1995, and for each of the three years in the period ended May 31, 1996 referred to in our report dated September 26, 1996 which are included in the Company's Form 10-K. In connection with our audits of these financial statements, we audited the financial statement schedule listed under Item 14. In our opinion, this financial statement schedule presents fairly, in all material respects, the information stated therein, when considered in relation to the financial statements taken as a whole. /s/ Richard A. Eisner & Company, LLP New York, New York September 26, 1996 575 Madison Avenue, New York, N.Y. 10022-2397 Member of Summit International Associates, Inc. New York, NY Melville, NY Cambridge, MA Florham Park, NJ 3 UNIHOLDING CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS SCHEDULE II (Dollars in thousands) Additions Balance at Charged to Charged to Effect of Balance at Beginning Costs and Other Currency End of of Period Expenses Other Accounts Deductions Changes Period ------------ ----------- ------- ----------- ---------- -------- ------ Year Ended May 31, 1994 Allowance for doubtful accounts $539 $377 $836(1) $0 $607 $6 $1,151 Deferred tax on loss carryforwards 770 183 0 0 215 7 745 Year Ended May 31, 1995 Allowance for doubtful accounts $1,151 $535 $21(2) $0 $408 $158 $1,457 Deferred tax on loss carryforwards 745 0 0 0 312 77 510 Year Ended May 31, 1996 Allowance for doubtful accounts $1,457(3) $743 $0 $0 $605 ($95) $1,500 Deferred tax on loss carryforwards 510 0 0 0 173 59 396 (1) allowance for doubtful accounts of JSP, acquired in November 1993. (2) allowance for doubtful accounts of ULSP and IMT, acquired on May 31, 1995. (3) total allowance for doubtful accounts of $1,901 as disclosed in the balance sheet as of May 31, 1995, included $444 of allowance on long-term notes receivable, not included above, and classified separately in the balance sheet as of May 31, 1996. 4 SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. UniHolding Corporation Date: 10-4-96 By: /s/ Bruno Adam Bruno Adam Treasurer/CFO Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Edgard Zwirn Date: 10-4-96 Edgard Zwirn CEO and Director By: /s/ Bruno Adam Date: 10-4-96 Bruno Adam CFO, Treasurer and Director By: /s/ Enrico Gherardi Date: 10-4-96 Secretary and Director By: /s/ Alessandra Van Gemerden Date: 10-4-96 Director By: /s/ Tobias Fenster Date: 10-4-96 Director 5