As filed with the Securities and Exchange Commission on November 26, 2002
Registration Statement No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNICO AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 95-2583928
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23251 Mulholland Drive, Woodland Hills, California 91364
(Address of Principal Executive Offices) (Zip Code)
1999 Omnibus Stock Plan
(Full title of the plan)
Erwin Cheldin
23251 Mulholland Drive
Van Nuys, California 91364
(Name and address of agent for service)
(818) 591-9800
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered price per price per fee
registered (1) share (2) share (1)(2) (1) (2)
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Common Stock 500,000 $4.7865 $2,393,250 $276
(1) The number of shares of Common Stock represents the
maximum number of shares that may be issued under the 1999 Omnibus Stock Plan
(whether pursuant to the exercise of options or restricted stock awards that
have been or may be granted under said Plan) and/or upon which any stock
appreciation rights that have been or may be granted under said Plan may be
based. This Registration Statement also covers such indeterminable additional
number of shares as may become so deliverable as a result of any future
adjustments in accordance with the terms of said Plan.
(2) Calculated solely for the purpose of determining the
registration fee, and based in part upon on 105,000 outstanding options at an
exercise price of $9.25 per share, and 395,000 shares at $3.60 representing the
average of the high and low sales prices for the Common Stock in the NASDAQ
National Market System on November 22, 2002, as reported by NASDAQ.
EXPLANATORY NOTE
This Registration Statement relates to up to 500,000 shares of the
Common Stock, no par value, of Unico American Corporation, a Nevada corporation
(the "Registrant"), that are available for distribution under the 1999 Omnibus
Stock Plan of Registrant (the "Plan"). The Plan provides for awards in the form
of restricted stock, stock options (including both incentive stock options and
stock options that do not qualify as incentive stock options) and/or stock
appreciation rights. The maximum number of shares available for distribution
under the Plan is subject to adjustment as a result of certain anti-dilution
provisions in the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002, the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2002; and the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2002; and
(c) The description of the Common Stock contained in Registrant's
Registration of Securities Pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended, having an effective date of November 24, 1969.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Subsection 1 of Section 78.7502 of the Nevada Revised Statutes (the
"Nevada Law") empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (an "Indemnified Party"), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnified Party in
connection with such action, suit or proceeding if the Indemnified Party was not
liable as provided under 78.138 of the Nevada Law or acted in good faith and in
a manner the Indemnified Party reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the Indemnified Party's
conduct was unlawful.
Subsection 2 of Section 78.7502 of the Nevada Law empowers a
corporation to indemnify any Indemnified Party who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in the capacity of an Indemnified
Party against expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by the Indemnified Party in connection with the
defense or settlement of such action or suit if the Indemnified Party was not
liable as provided under 78.138 of the Nevada Law or acted under standards
similar to those set forth above, except that no indemnification may be made in
respect of any claim, issue or matter as to which the Indemnified Party shall
have been adjudged to be liable to the corporation or for amounts paid in
settlement to the corporation unless and only to the extent that the court in
which such action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances the
Indemnified Party is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 78.7502 of the Nevada Law further provides that to the extent
an Indemnified Party has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsection (1) or (2)
described above or in the defense of any claim, issue or matter therein, the
corporation shall indemnify the Indemnified Party against expenses (including
attorneys' fees) actually and reasonably incurred by the Indemnified Party in
connection therewith.
Subsection 1 of Section 78.751 of the Nevada Law provides that any
discretionary indemnification pursuant to Section 78.7502 of the Nevada Law,
unless ordered by a court or advanced pursuant to Subsection 2 of Section
78.751, may be made by a corporation only as authorized in the specific case
upon a determination that indemnification of the Indemnified Person is proper in
the circumstances. Such determination must be made (a) by the stockholders, (b)
by the board of directors of the corporation by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding,
(c) if a majority vote of a quorum of such disinterested directors so orders, by
independent legal counsel in a written opinion, or (d) by independent legal
counsel in a written opinion if a quorum of such disinterested directors cannot
be obtained.
Subsection 2 of Section 78.751 of the Nevada Law provides that a
corporation's articles of incorporation or bylaws or an agreement made by the
corporation may require the corporation to pay as incurred and in advance of the
final disposition of a criminal or civil action, suit or proceeding, the
expenses of officers and directors in defending such civil or criminal action,
suit or proceeding upon receipt by the corporation of an undertaking by or on
behalf of the officer or director to repay the amount if it is ultimately
determined by a court that he is not entitled to be indemnified by the
corporation. Said Subsection 2 further provides that the provisions of that
Subsection 2 do not affect any rights to advancement of expenses to which
corporate personnel other than officers and directors may be entitled under
contract or otherwise by law.
Subsection 3 of Section 78.751 of the Nevada Law provides that
indemnification under Section 78.7502 of the Nevada Law and advancement of
expenses authorized in or ordered by a court pursuant to said Section 78.751
does not exclude any other rights to which the person seeking indemnification
may be entitled under the articles of incorporation or any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, for either an
action in his or her official capacity or in another capacity while holding his
or her office. However, indemnification, unless ordered by a court pursuant to
Section 78.7502 or for the advancement of expenses under Subsection 2 of Section
78.751 of the Nevada Law, may not be made to or on behalf of any director or
officer of the corporation if a final adjudication establishes that his or her
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action. Additionally, the scope of
such indemnification and advancement of expenses shall continue as to an
Indemnified Party who has ceased to hold one of positions specified above, and
shall inure to the benefit of his or her heirs, executors and administrators.
Section 78.752 of the Nevada Law empowers a corporation to purchase and
maintain insurance or make other financial arrangements on behalf of an
Indemnified Party for any liability asserted against such person and liabilities
and expenses incurred by such person in his or her capacity as an Indemnified
Party or arising out of such person's status as an Indemnified Party whether or
not the corporation would have the power to indemnify such person against such
liability and expenses.
Registrant maintains a policy of insurance under which the directors
and officers of the Registrant are insured, within the limits and subject to the
limitations of the policy, against certain costs that may be incurred by them in
connection with the defense of certain claims which may brought against such
persons in their capacity as a director or officer of Registrant.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits
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Exhibit Number Description
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5 Opinion of Alverson, Taylor, Mortensen, Nelson & Sanders
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Alverson, Taylor, Mortensen, Nelson & Sanders
included in Exhibit 5
Item 9. Undertakings.
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(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 arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs(a)(1)(i) and
(a)(1)(ii) shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
into 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; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) 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 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, 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
proceeding) 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.
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 the City of Woodland Hills, State of California, on November
15, 2002.
UNICO AMERICAN CORPORATION
By /s/ Erwin Cheldin
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Erwin Cheldin,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board,
President and Chief Executive
Officer and Director
/s/ Erwin Cheldin (Principal Executive (Officer) November 15, 2002
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Erwin Cheldin
Treasurer, Chief Financial
Officer and Diredtor
(Principal Accounting and
/s/ Lester A. Aaron Principal Financial Officer) November 22, 2002
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Lester A. Aaron
Executive Vice President
/s/ Cary L. Cheldin and Director November 15, 2002
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Cary L. Cheldin
Vice President, Secretary
/s/ George C. Gilpartick and Director November 15, 2002
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George C. Gilpatirck
/s/ David A. Lewis Director November 22, 2002
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David A. Lewis
/s/ Warren D. Orloff Director November 16, 2002
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Warren D. Orloff
/s/ Donald B. Urfrig Director November 15, 2002
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Donald B. Urfrig
EXHIBIT INDEX
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Exhibit
Number Description
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5 Opinion of Alverson, Taylor, Mortensen, Nelson & Sanders
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Alverson, Taylor, Mortensen, Nelson & Sanders
included in Exhibit 5