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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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UNICO, INC.
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(Exact name of issuer as specified in its charter)
Delaware 73-1215433
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
24 Lakeside Avenue
Pompton Lakes, NJ 07442
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(Address of principal executive offices)
EMPLOYEE STOCK OPTIONS, DIRECTORS AND CONSULTING AGREEMENTS
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(Full title of the Plan)
Joe Nicastro, President
UNICO, INC.
24 Lakeside Avenue
Pompton Lakes, NJ 07442 973-839-7200
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(Name, address and telephone number of agent for service)
Approximate date of commencement of sales pursuant to the Plan: From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum
to be to be offering price aggregate Registration
registered registered per share offering price fee
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Common stock 257,500 $.001 $ 257.50 $81.22
Common stock 3,246,167 $ .10 $324.616.70
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Totals 3,503,667 $324,874.20
(a) Calculated in accordance with Rule 457(c).
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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 latest annual report on Form 10-KSB, or, if the financial
statements therein are more current, the registrant's latest prospectus, other
than the prospectus of which this document is a part, filed pursuant to Rule
424(b) or (c) of the Securities Exchange Commission under the Securities Act
of 1933.
(b) 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 or the prospectus referred to in (a) above.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates
that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a 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 other subsequently
filed document which also is or 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.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is hereby made to the provisions of the Delaware General corporation
Law which provides for indemnification of directors and officers under certain
circumstances.
The Registrant's Certificate of Incorporation and Bylaws provide that the
Company shall, to the fullest extent permitted by the laws of the State of
Delaware, indemnify any director, officer, employee and agent of the
corporation against expenses incurred by such person by reason of the fact that
he serves or has served the corporation in such capacity.
Indemnification under the Company's Articles of Incorporation and Bylaws is
nonexclusive of any other right such persons may have under statute, agreement,
bylaw or action of the Board of Directors or shareholders of the corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
Item 9. Undertakings.
(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 the 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 the registration statement;
(iii) 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.
(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.
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(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 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.
(c) 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.
(d) 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Pompton Lakes, N.J. on March 30, 2001.
UNICO, INC.
By: /s/Ron Stoeppelwerth
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Ron Stoeppelwerth
Chief Financial Officer
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 Title Date
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/s/Joe Nicastro President, Director March 30, 2001
- ---------------------- (Principal executive officer)
Joe Nicastro
/s/Ron Stoeppelwerth Director, Chief March 30, 2001
- ---------------------- Financial Officer
Ron Stoeppelwerth (Principal Accounting Officer)
/s/Jay Weppler Director March 30, 2001
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Jay Weppler
/s/Shane Sutton Director March 30, 2001
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Shayne Sutton
/s/John Reiner Director March 30, 2001
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John Reiner
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EXHIBIT INDEX
No. Description
- --- -----------
5 Opinion of Joel Bernstein, Esp., P.A.
23.1 Consent of Accountant