Form 12b-25.--NOTIFICATION OF LATE FILING
FORM 12b-25
SEC FILE NUMBER
0-15303
united states
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Check One): [ ]Form 10-K [X]Form 10-KSB [ ]Form 11-K
[ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART 1 -- REGISTRANT INFORMATION
UNICO, INC.
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Full Name of Registrant
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Former Name if Applicable
8380 ALBAN ROAD
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Address of Principal Executive Office (Street and Number)
SPRINGFIELD, VIRGINIA 22150
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City, State and Zip Code
PART II -- Rules 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed.
(Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III--NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 10-KSB,
11-K, 10-Q, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period. (Attach Extra Sheets if
Needed)
During 1997, the company decided to explore disposing of its principal
operating subsidiary United Marketing Solutions, Inc. (formerly United
Coupon Corporation), by sale if a suitable purchaser could be obtained,
together with the requirement of restating the company's financial
statements to conform with rules governing discontinued operations. These
events have interfered with completing the Form 10-KSB within the time
period prescribed for the report. The company will file a Form 10-KSB no
later than the fifteenth calendar day following the prescribed due date.
PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Matthew A. Clary, III (703) 359-9400
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify reports?
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statement to be included in the subject
report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
During the first and second quarters of 1996 the Company continued the
corporate restructuring plan it initiated in 1995 by closing its
headquarter office in Oklahoma City, Oklahoma and transferring these
activities to its expanded and modernized Springfield, Virginia facility.
These actions, designed to realize long-term benefits for the company,
resulted in one-time charge of $224,257 in costs in 1996. As a result,
the Company determined that previously capitalized and unamoritzed
goodwill associated with the acquisition of CAL-CENTRAL should be
written-off concurrent wiht the elimination of that business segment.
That adjustment, in the amount of $1,468,453 was also recorded in
the fourth quarter of 1996.
UNICO, INC.
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(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 26, 1997
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By: /s/Gerard R. Bernier
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Chief Executive Officer and President
INSTRUCTION: This form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations
(see 18 u.s.c. 1001).