SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
UNICO, Inc,
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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UNICO,INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 27, 1996
The Annual Meeting Of Shareholders of UNICO, Inc. (the "Company") will be
held at the Company's offices, 8380 Alban Road, Springfield, Virginia, on
Friday, September 27, 1996, at 9:00 a.m. EST, to act on the following matters:
1. The election of Directors;
2. Such other matters as may properly come before the Annual Meeting or
adjournments thereof.
Shareholders of record at the close of business on July 29, 1996, shall
be entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By order of the Board of Directors,
/s/ Gerard R. Bernier
Gerard R. Bernier
Chairman
UNICO, INC.
8380 ALBAN ROAD
SPRINGFIELD, VIRGINIA 22150
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 27, 1996
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors and management of UNICO, Inc. (the "Company") of
proxies for use at the Annual Meeting of Shareholders to be held at the
Company's offices, 8380 Alban Road, Springfield, Virginia, on Friday,
September 27, 1996, at 9:00 a.m. EST, or any adjournments thereof, for the
purposes set forth in the accompanying Notice of Meeting.
This Proxy Statement, Notice of Meeting, and accompanying Proxy Card are
first mailed to shareholders on or about September 12, 1996.
GENERAL INFORMATION
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Only shareholders of record at the close of business on July 29, 1996
will be entitled to notice of and to vote the shares of Stock of the Company
held by them on such date at the Annual Meeting or any adjournment thereof.
On July 29, 1996, 8,153,095 shares of Common Stock, 280 shares of Series A
and Series B Redeemable Preferred Stock of the Company were outstanding and
entitled to vote at the meeting. The Redeemable Preferred Stock will be voted
as a class, with a majority determining the position of the class on the
issues to be voted upon.
If the accompanying Proxy Card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the accompanying proxy card will vote in favor
of the matters presented in this Proxy Statement, and as recommended by the
Board of Directors with regard to all other matters. Each such proxy granted
may be revoked by the shareholder giving such proxy at any time before it is
exercised, by filing with the Secretary of the Company, a revoking instrument
or a duly executed proxy bearing a later date. The powers of the proxy
holders will be suspended if the person executing the proxy attends the
Annual Meeting in person and so requests. Attendance at the Annual Meeting
will not, in itself, constitute revocation of the proxy.
The presence at the meeting, in person or by proxy, of a majority of the
shares of Common Stock outstanding on July 29, 1996, will constitute a
quorum. Election of each director nominee will be by plurality vote. Each
share of Common Stock and Preferred Stock entitles the holder thereof to one
vote on each matter to be voted upon at the meeting.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR EACH OF THE PROPOSALS PRESENTED IN THIS PROXY STATEMENT. THE ENCLOSED
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
DIRECTORS AND OFFICERS
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The Directors and Officers of the Company are set forth below. All
Directors hold office until the expiration of their term or until their
successors have been elected and qualified. Officers of the Company serve at
the will of the Board of Directors.
With Company
Name Age Since Director/Position
---- --- ----- -----------------
Gerard R. Bernier 46 1987 Chairman of the Board, Chief
Executive Officer and President
Gerald Bomstad, Jr. 69 1993 Director
Leon Zajdel 48 1990 Director
Subhash Ghei 52 1994 Secretary
GERARD R. BERNIER was founder and has been a Director of United Coupon
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Corporation since November 1981 and has served as Chief Executive Officer and
President since August 1985. Mr. Bernier held the position of Vice President
and Vice Chairman of the Board of Directors of UNICO, Inc. from November 1991
until his appointment as Chief Executive Officer, President and Chairman of
the Board in April 1996.
GERALD BOMSTAD, JR. has been an investor and a Director of Cal-Central
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Marketing Corporation since its inception in 1983. Mr. Bomstad held various
positions with Automation Industries, Inc., from 1951 to 1986. In 1951, he
began his career as a staff accountant. In 1960, he became the General
Manager of the Aerospace Division. In 1962, he was appointed Vice President,
Treasurer and Controller. From 1968 to 1978, he served as Senior Vice
President and Controller. From 1978 to 1986, after Automation Industries
became a subsidiary of Penn Central Corporation, Mr. Bomstad served as
President of the Manufactured Productions Group. In 1986, he led a group of
investors and management in a spinoff of three divisions of Penn Central and
was appointed President and Chief Executive Officer of the new operation. He
has been active as a consultant and investor in various enterprises. He
became a Director of the Company on October 26, 1993, when the Company
acquired Cal-Central Marketing Corporation.
LEON ZAJDEL was founder and President of Energy Guard Corp., a
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manufacturer and retailer of replacement windows, located in Beltsville,
Maryland. Mr. Zajdel served as a Director of United Coupon Corporation from
April 1985 to November 1991, and has served as a Director of the Company
since July 1990.
2.
SUBHASH GHEI was appointed Chief Financial Officer, Secretary and
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Treasurer of UNICO, Inc. in July 1996. He has also served as Secretary and
Treasurer of United Coupon Corporation since August 1994, and as Controller
since June 1994. He served as Administrative Manager for the Burnham Service
Company in Upper Marlboro, Maryland from December 1993 to June 1994. He
served as Senior Operations Analyst, Manager Administrative Support and
Special Projects Accountant for PRC, Inc., in McLean, Virginia, from February
1988 to February 1991. Mr Ghei has served in various management
accounting/consulting positions since he began his career in 1972.
CERTAIN BUSINESS RELATIONSHIPS WITH MANAGEMENT AND OTHERS
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No business relationship between the Company and any business or
professional entity, for which a Director of the Company has served during
the last fiscal year or currently serves as an executive officer of, or has
owned a 10% record or beneficial interest, has existed since the beginning of
the Company's last fiscal year, or currently exists, which represented or
will represent payments for property or services in excess of 5% of the
Company's gross revenues for its last full fiscal year or of the other
entity's consolidated revenues for its last full fiscal year.
In addition, except as noted below, the Company did not owe, at the end
of its last fiscal period, to any business or professional entity for which a
Director of the Company has served during the last fiscal year or currently
owns a 10% record or beneficial interest, an aggregate amount in excess of 5%
of the Company's total assets at the end of its last fiscal period. No
Director of the Company has served as a partner or executive officer of any
investment banking firm that performed services for the Company during the
last fiscal year or that the Company proposes to have perform services during
the current year except as noted below.
At the end of the last fiscal year and at the present time, the Company
has an outstanding Convertible Debenture in the amount of $1,250,000 issued
to Renaissance Capital Partners, Ltd. Russell Cleveland, who served as a
Director of the Company during the past year, is a major owner and Managing
General Partner of Renaissance Capital Partners, Ltd. Mr. Cleveland did not
serve as a Director of the Company at the time the debenture was issued.
During 1996, the Company borrowed $150,000 from Renaissance Capital Partners,
Ltd. in the form of a subordinated convertible debenture. Mr. Cleveland did
not initiate the establishment of this debenture, nor did he participate in
the authorization therefore, on behalf of the Company.
BOARD PARTICIPATION AND STRUCTURE
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Each Director attended at least 75% of the total regular and special
meetings of the Board and the meetings of committees on which he served
during the past year. During that period, the Board met in regular session
four times. Directors were not compensated for attendance at meetings of the
Board or its committees, but they were reimbursed for out of pocket expenses
associated with such meetings.
Below is a list of committees of the Board of Directors of the Company,
the functions performed, and their current members. The Board has not
appointed a standing Audit Committee. The entire Board performs the functions
associated with an Audit Committee.
3.
COMPENSATION COMMITTEE:
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Members - Gerald Bomstad, Jr. and Leon Zajdel
Number of Meetings - One meeting with all members present.
Functions - Recommending to the Board of Directors stock option awards to
be granted pursuant to the Omnibus Equity Compensation Plan, and cash and
other compensation for executive management of the Company and its
subsidiaries.
NOMINATING COMMITTEE:
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Members - Gerard R. Bernier, Gerald Bomstad, Jr. and Leon Zajdel
Number of Meetings - One meeting with all members present.
Functions - Recommending to the Board of Directors nominees for election
as Directors and to fill vacant positions. The Nominating Committee also
considers recommendations presented to the Corporate Secretary by
shareholders, which identify the name and
qualifications of the proposed nominee, and which are received by April 1st
following the Annual Shareholders' Meeting.
EXECUTIVE COMPENSATION
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The following information relates to compensation received by the
executive officers who served as of December 31, 1995, whose salary and bonus
during fiscal 1995 exceeded $100,000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Name and Principal Position Year Salary Bonus (1)
- --------------------------- ---- ------ ---------
W. Douglas Frans 1995 $115,890 $0
Chief Executive Officer 1994 103,322 0
and President (during FY 1995) 1993 103,359 0
Gerard R. Bernier 1995 $124,403 $50,347
Chief Executive Officer 1994 106,635 0
and President - United 1993 100,194 0
Coupon Corporation (during FY 1995)
- --------------------------
(1) Bonus amounts are reflected in the year received by the employee. All
bonus payments relate to services performed, and incentive goals met by the
employee during the year. All expenses
4.
for such compensation were accrued and reflected in the operating statements
of the prior year.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDING DECEMBER 31, 1995
AND FISCAL YEAR-END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
12-31-95 (1) 12-31-95
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized Unexercisable Unexercisable
- ---- --------------- -------- ------------- -------------
W. Douglas Frans - - 185,000 Exer. 0 Exer. (2)
Gerard R. Bernier - - 185,000 Exer. 0 Exer. (2)
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(1) There were 50,000 options granted to Officers or Directors, not
including Mr. Frans or Mr. Bernier, during fiscal year 1995.
(2) This amount reflects the excess of the market value of the Company's
Common Stock on December 31, 1995 and the exercise price.
COMPENSATION PURSUANT TO PLANS - OMNIBUS EQUITY COMPENSATION PLAN. The
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Company has adopted an Omnibus Equity Compensation Plan (the "Plan") under
which 1,000,000 shares of Common Stock have been reserved for issuance upon
exercise of options granted pursuant to the Plan. Under the Plan, incentive
stock options may be granted to employees, and non-qualified stock options
may be granted to employees, Directors, Franchisees, and other persons as the
Compensation Committee determines will assist the Company's business
endeavors, at exercise prices equal to at least 100% of the fair market value
of the Common Stock on the date of the grant. In addition to selecting the
optionee, the Compensation Committee determines the number of shares subject
to each option and otherwise administers the Plan. Options granted under the
Plan are not exercisable until six months after grant and expire a minimum of
three years or maximum of five years after the date of the grant. As of this
Proxy Statement, options to purchase 627,042 shares are outstanding under the
Plan, including options for 185,000 shares to officers of the Company. These
options have been granted at exercise prices ranging from $.25 to $1.16. The
average exercise price for all outstanding options is approximately $.45 per
share.
EMPLOYMENT AGREEMENTS. The Company has entered into an Employment
----------------------
Agreement with Gerard R. Bernier to serve as the Chief Executive Officer and
President. The major terms of
5.
this Agreement provide a base salary of $125,000 plus a company provided
automobile or monthly allowance, and an incentive bonus based upon the
pre-tax profitability of United Coupon. The Agreement provides for an annual
cost of living increase based upon annual increases in the Consumer Price
Index of the general area surrounding the home office of the Company. In
addition, Mr. Bernier was granted 250,000 restricted shares of UNICO, Inc.
Common Stock upon execution of the Agreement. Such shares vest to Mr. Bernier
over a two year period of continued employment. The Agreement was entered
into on April 1, 1996 and expires, if not renewed, on April 1, 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table sets forth as of July 30, 1996, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to own beneficially 5% or more of such stock,
(ii) each Director of the Company who owns any Common Stock, and (iii) all
Directors and Officers as a group, together with their percentage holding of
the outstanding shares.
Number of Shares of
Name of Beneficial Owner/ Common Stock % of Beneficial
Identity of Group Beneficially Owned Ownership (1)
- ----------------- ------------------ ---------------
Renaissance Capital Partners, Ltd. 6,356,880 (2) 43.8%
8080 North Central Expressway
Suite 210-LB 59
Dallas, TX 75206-1857
Gerard R. Bernier 862,728 (3) 10.3%
8380 Alban Road
Springfield, VA 22150
Gerald Bomstad, Jr. 823,600 (4) 10.0%
422 Montague Ave. #6
Greenwood, SC 29649
Duncan-Smith Company 728,396 (6) 8.2%
311 Third
San Antonio, TX 78205
Officers and Directors 1,711,328 (3)(4)(5) 20.3%
As a Group
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(1) Percent is rounded to one decimal place. The percentage of beneficial
ownership reflects the currently issued and outstanding Common Stock
ownership adjusted by common shares which may be issued, as noted in the
specific footnote references for each owner.
6.
(2) Includes 6,356,880 shares, the maximum amount that Renaissance is
entitled to receive upon conversion of the Series C Convertible Preferred
Stock issued July 30, 1996.
(3) Includes 185,000 shares, which may be purchased at $.25 per share
pursuant to the Company's Omnibus Equity Compensation Plan.
(4) Includes 50,000 shares, which may be purchased at $.97 per share
pursuant to the Company's Omnibus Equity Compensation Plan and 55,000 shares
which are issued, but restricted from sale until certain profit performance
tests are met by Cal-Central Marketing Corporation.
(5) Includes shares underlying stock options granted to Mr. Bernier, as
well as, 25,000 shares which may be purchased at $.25 per share by Leon
Zajdel, a Director of the Company, and 50,000 shares which may be purchased
at $.97 by Gerald Bomstad, Jr., a Director of the Company, pursuant to the
Company's Omnibus Equity Compensation Plan.
(6) Includes 673,396 shares that may be received upon conversion of
Series C Convertible Preferred Stock issued July 30, 1996, plus 55,000 stock
purchase warrants which entitle the holder to purchase 55,000 shares of
Common Stock at $.90 per share.
PROPOSAL 1. ELECTION OF DIRECTORS
---------------------------------
The Nominating Committee, pursuant to authority delegated by the Board of
Directors, proposes the election of the following persons for re-election to
the Company's Board of Directors for the terms noted and until their
successors are duly elected and qualified:
Nominee Term (Years)
------- ------------
Gerard R. Bernier 3
Gerald Bomstad, Jr. 2
Leon Zajdel 2
The above nominees are all presently Directors of the Company whose terms
expire at the Annual Meeting.
The Nominating Committee has no reason to believe that any of the
foregoing nominees will not serve, if elected, but if any of them should
become unavailable to serve as a Director, and if the Nominating Committee
shall designate a substitute nominee, the proxy will vote for the substitute
nominee(s) designated by the Nominating Committee.
The following information is submitted concerning the nominees named for
election as Directors:
GERARD R. BERNIER was founder and has been a Director of United Coupon
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Corporation since November 1981 and has served as Chief Executive Officer and
President since August 1985. Mr. Bernier held the position of Vice President
and Vice Chairman of the Board of Directors of UNICO, Inc. from
November 1991 until his appointment as Chief Executive Officer, President and
Chairman of the Board in April 1996.
7.
GERALD BOMSTAD, JR. has been an investor and a Director of Cal-Central
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Marketing Corporation since its inception in 1983. Mr. Bomstad held various
positions with Automation Industries, Inc., from 1951 to 1986. In 1951, he
began his career as a staff accountant. In 1960, he became the General
Manager of the Aerospace Division. In 1962, he was appointed Vice President,
Treasurer and Controller. From 1968 to 1978, he served as Senior Vice
President and Controller. From 1978 to 1986, after Automation Industries
became a subsidiary of Penn Central Corporation, Mr. Bomstad served as
President of the Manufactured Productions Group. In 1986, he led a group of
investors and management in a spinoff of three divisions of Penn Central and
was appointed President and Chief Executive Officer of the new operation. He
has been active as a consultant and investor in various enterprises. He
became a Director of the Company on October 26, 1993, when the Company
acquired Cal-Central Marketing Corporation.
LEON ZAJDEL was founder and President of Energy Guard Corp., a
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manufacturer and retailer of replacement windows, located in Beltsville,
Maryland. Mr. Zajdel served as a Director of United Coupon Corporation from
April 1985 to November 1991, and has served as a Director of the Company
since July 1990.
Each Director serves until the next annual meeting of the shareholders
following completion of the elected term or until his successor is duly
elected and qualified. All officers serve at the discretion of the Board of
Directors. There are no family relationships among Directors or Executive
Officers of the Company. Individual elected terms may not exceed two years.
The Board of Directors recommends a vote FOR the election of each of the
nominees named above.
ALL OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
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As of this Proxy Statement, the Company knows of no business that will be
presented for consideration at the meeting, other than that which has been
referred to above. As to other business, if any, that may come before the
meeting, it is intended that proxies in the enclosed form will be voted in
respect thereof, in accordance with the judgement of the person or persons
voting the proxies.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
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The Company's Executive Officers and Directors are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and NASDAQ. Copies of
those reports must also be furnished to the Company.
Based solely on a review of the copies of reports furnished to the
Company, the Company believes that all filing requirements applicable to
Executive Officers and Directors have been complied with during the past year.
8.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
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Any proposal of a shareholder, intended to be presented at the Company's
1996 Annual Meeting of Shareholders, must be received by the Secretary of the
Company, for inclusion in the Company's Proxy, Notice of Meeting, and Proxy
Statement relating to the 1996 Annual Meeting, by April 1, 1997.
ADDITIONAL INFORMATION
- ----------------------
The cost of soliciting proxies in the enclosed form, will be borne by the
Company. Officers and regular employees of the Company may, but without
compensation other than regular compensation, solicit proxies by further
mailing, personal conversations, by telephone or by telegraph. The Company
will, upon request, reimburse brokerage firms and others for their reasonable
expenses in forwarding solicitation material to the beneficial owners of
stock.
By Order of the Board of Directors,
/s/ Gerard R. Bernier
Gerard R. Bernier
Chairman
9.
UNICO, INC.
8380 Alban Road, Springfield, Virginia 22150
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned herby appoints Gerard R. Bernier proxy of the undersigned,
with full power of substitution, to represent and to vote, as designated
hereby, all shares of UNICO, Inc. held of record by the undersigned on
July 29, 1996, at the Annual Meeting of Stockholders to be held on
September 27, 1996, or any adjournment thereof.
Name of Stockholder Date: ------------------------------------------
TOTAL SHARES Signature --------------------------------------
Signature if jointly Held ----------------------
Please sign exactly as name or names appear to
the left. When signing as Trustee, Executor,
Administrator, Officer of a Corporation or
Partner of a Partnership, give title as such.
PLEASE VOTE. YOU MUST SIGN, DATE AND RETURN
YOUR PROXY FOR IT TO BE VOTED
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BELOW. IF
EXECUTED AND NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE FOLLOWING
PROPOSALS.
The Board of Directors recommends a vote FOR the following proposals:
1. To vote for the election of all nominees listed below (except as marked to
the contrary) and their respective terms: Gerard R. Bernier;
Leon Zajdel, Gerald Bomstad, Jr.
FOR ---------------- AGAINST --------------------- ABSTAIN--------------------
except vote(s) withheld from nominee(s) listed below:
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PLEASE MARK, SIGN AND DATE (ON THE OTHER SIDE), AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.