<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   Form 10-K

/X/  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997
                                      or
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM___________________  TO________________
 
 
                            Commission file number 0-15671
 
                                 UNICOMP, INC.
               (Exact name of Registrant as specified in its charter)
 
           Colorado                                    84-1023666
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

   1850 Parkway Place, Suite 925
          Marietta, GA                                    30067
(Address of principal executive offices)                (zip code)
 
Registrant's telephone number: (770) 424-3684

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

          Common Stock, par value $0.01 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 Exchange Act 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 the 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. /X/
 
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $46,000,000 on May 27, 1997.
 
The number of shares outstanding of the registrant's Common Stock as of May 27,
1997 was 6,775,345.
 
Documents incorporated by reference:
 
Specified sections of the registrant's 1997 Proxy Statement in connection
with its 1997 Annual Meeting of Stockholders are incorporated by reference in
Part III herein.
          
                                       1

<PAGE>
 
                                   PART I
 
ITEM 1. BUSINESS

Overview
 
    UniComp, Inc. (the Company), founded in 1985, provides information 
technology products and services to businesses located primarily in Northern 
Ireland, as well as, year 2000 conversion to services, platform-migration 
software and payment-processing systems to users worldwide. The Company's 
strategy is to emphasize its platform-migration and payment-processing 
software products and to expand its services business within its existing 
geographic markets. The Company believes this strategy will allow it to 
expand profit margins and to provide its high-quality information technology 
services to the broad and growing installed base of users of its 
platform-migration and payment-processing products.
 
    The Company has experienced significant growth, with total revenue 
growing to $25.1 million in fiscal year 1997 from $18.3 million in fiscal 
year 1995. In fiscal year 1997, approximately 64% of the Company's revenue 
was derived from providing computer equipment, support and various other 
information technology services, with more than 83% of revenue attributable 
to international operations, primarily in the United Kingdom.
 
    Information Technology Products and Services
 
    The worldwide information technology industry is characterized by rapid 
technological change, which often leads to increased costs required to 
maintain internal information technology resources capable of responding to 
such change. The Company believes that, as businesses strive to compete and 
utilize complex new technologies, more businesses will move toward 
outsourcing their information technology requirements. The Company believes 
that this movement will enhance its information technology services business.
 
    The Company provides information technology services including support 
services, installation and integration of software and hardware systems and 
outsourcing of information technology services. Support services consist of 
system upkeep including hardware and software support and maintenance, 
technical support and training. Installation and integration services include 
system consulting and design, custom software development, system 
installation and testing, as well as a broad range of systems configuration 
and integration services for computer networks. The Company also provides 
information technology services to businesses on an outsourced basis, thereby 
offering its customers an opportunity to reduce information technology 
overhead while continuing to respond to technological change. Outsourcing 
services include disaster recovery, facilities management and related 
information technology support services.
 
    The Company sells computer equipment specializing in equipment for the 
educational market in Northern Ireland. The Company also sells computer 
equipment to the corporate and government sectors primarily as an adjunct to 
its information technology services businesses.

                                       2
<PAGE>
                                       
    Year 2000 Conversion Services
 
    The year 2000 problem arises from the inability of software applications 
to effectively process programs that use two-digit data field format to 
represent a year. Unless these applications are modified, significant 
problems could occur due to the inability to properly interpret data fields 
(e.g., such applications may interpret "00" as the year "1900" rather than 
"2000"). In response to the increased awareness and demand for year 2000 
solutions, the Company has recently expanded its services business with the 
release of GO2000 to address this potential market. The Company believes that 
it has a unique opportunity to market its GO2000 solutions to its installed 
base of users of its other products and services. The Company also 
anticipates that customer contacts developed in providing year 2000 solutions 
will provide opportunities for the Company to provide additional on-going 
products and services to such customers.
 
    Platform-Migration Software
 
    During the past several years, the computer industry has been moving from 
proprietary systems toward open and portable systems. The Company believes 
that decreasing prices, increasing functionality in information technology 
products and the inherent constraints of proprietary platforms have 
contributed to increased market acceptance of open systems and customer 
demand for information technology products based on such systems. Changing 
computing platforms from proprietary to open or portable systems, however, 
often results in significant disruption of business operations as users are 
retrained and software errors are discovered and corrected. Also critical is 
the potential loss of data contained in existing databases that may result 
from a change to new software applications.
 
    In response to the demand for software applications capable of running on 
multiple computing platforms, the Company has developed platform-migration 
software that rehosts code written for certain proprietary platforms to open 
computing platforms. The Company believes that its UNIBOL rehosting solution 
allows businesses and independent software vendors (ISVs) to migrate their 
software applications to open systems in a more cost-effective manner than 
competing methodologies. Rehosting enables businesses to retain their 
investment in existing software and databases. Rehosting also allows ISVs to 
expand their market opportunities without replacing or rewriting 
applications, retraining or replacing software developers or incurring the 
cost and disruption of re-engineering their products.
 
    Payment-Processing Systems
 
    Electronic payment processing refers to the sequence of activities that 
occur among a customer, a merchant and a payment processor when goods or 
services are sold. Electronic payment processing for commercial businesses 
has grown rapidly in recent years as a result of an increased usage of credit 
and debit cards and wider acceptance of such cards among merchants. Advances 
in payment-processing and telecommunication technologies have also been key 
factors contributing to such growth. The Company believes that the transition 
from paper-based to electronic-based payment processing provides greater 
convenience to merchants and consumers, reduces fees charged to merchants and 
facilitates faster, more accurate settlement of payments.
 
                                       3

<PAGE>
   
    Payment-processing systems include the software and hardware combinations 
that allow electronic settlement of payment transactions. The Company 
designs, develops and markets payment-processing systems that provide 
merchants a high degree of hardware independence by supporting a variety of 
hardware platforms, including personal computers, point-of-sale terminals and 
other peripheral devices. Additionally, the Company's payment-processing 
systems provide merchants a high degree of independence by supporting all 
major payment processors. The Company's strategy in the payment processing 
market is to focus its sales and marketing efforts on the relatively small 
number of large payment processors and hardware vendors.
 
Acquisition History
 
    In June 1992, for 1,500,000 shares of the Company's Common Stock, the 
Company acquired Arccom Management Systems, Inc. (d/b/a Unibol, Inc.), a 
Georgia corporation, largely owned by two of the Company's executive officers 
and directors, Messrs. Henry and Hafer, that had the exclusive right to 
market and sell the UNIBOL36 product in North America.
 
    In May 1993, the Company acquired for $4.1 million, ICS Computing Group 
Limited (ICGL), a United Kingdom holding company consisting of three 
subsidiary companies, one of which, Unibol, Ltd., is the developer of the 
UNIBOL36 and UNIBOL400 platform-migration software. The acquisition of ICGL 
also included two other subsidiaries specializing in the delivery of 
information technology products and services: ICS Computing Limited (ICS), 
specializing in vertical-market applications software and services, and 
Computer Maintenance Ireland Limited (CMI), providing independent hardware 
and software support, systems integration services, and training primarily in 
Northern Ireland.
 
    In September 1994, in exchange for assuming the net liabilities and 
forgiving a $200,000 working capital loan made by the Company to the seller, 
the Company acquired CI Computer Software Limited (CICS), a United Kingdom 
company that provides software consultancy and custom software applications 
for the IBM AS/400 marketplace in Northern Ireland.
 
    In August 1995, the Company acquired for $420,000 certain assets and 
liabilities of Advec Limited ("Advec"), a United Kingdom company specializing 
in hardware support and systems integration services.
 
    In April 1996, the Company acquired for 500,000 shares of the Company's 
Common Stock Smoky Mountain Technologies, Inc. (Smoky Mountain), a North 
Carolina corporation specializing in the development of payment-processing 
systems.
 
    In February, 1997, the Company acquired CEM Computers Limited (CEM) for 
$3.7 million, a United Kingdom company that provides computer equipment, 
independent hardware and software support, systems integration services and 
training primarily in Northern Ireland.
 
                                       4
<PAGE>

Markets
 
    Information Technology Products and Services
 
    The worldwide information technology industry is characterized by rapid 
technological change, which often leads to increased costs required to 
maintain internal information technology resources capable of responding to 
such change. The Company believes that the information technology markets in 
Northern Ireland, where the majority of the Company's information technology 
product and service customers are based, and the rest of the United Kingdom 
are regionally focused and highly fragmented, with the United Kingdom market 
being substantially larger than that of Northern Ireland. The Company 
believes that as companies strive to compete and utilize complex new 
technologies, more companies will move toward outsourcing their information 
technology requirements.
 
    Year 2000 Conversion Services
 
    Many organizations lack the internal resources to adequately address the 
year 2000 problem. A number of solution providers, including the Company, 
have developed special programs to meet the needs of year 2000 compliance. 
The Company believes that over the next three years, more and more 
organizations will be in need of cost-effective solutions for the year 2000 
problem. As a result, the Company anticipates that demand for solution tools 
for the year 2000 problem will grow significantly. The Company also believes 
that, due to lack of internal resources, many businesses will seek to 
outsource the year 2000 conversion process to outside service providers. The 
year 2000 problem presents a significant marketing opportunity for the 
Company. The Company provides year 2000 compliance through its GO2000 
methodology, a repeatable process that combines the Company's proprietary 
software tools with well defined procedures.
 
    Platform-Migration Software
 
    IBM's midrange computing platforms, the System/36 and AS/400, have served 
as popular computing solutions for business applications since IBM's 
introduction of these two systems in 1983 and 1988, respectively. While IBM 
discontinued producing the System/36 in 1988, industry publications estimate 
approximately 100,000 System/36 systems remained in use worldwide at the end 
of 1996. Industry publications also estimate that over 400,000 AS/400 systems 
were in use worldwide at the end of 1996. The installed base of AS/400 
systems is estimated to increase by 40,000 to 50,000 systems per year for at 
least the next few years.

    In adopting IBM's midrange computing platforms, businesses, and the 
software vendors that support them, have invested substantial resources 
developing software applications that provide a wide variety of 
manufacturing, accounting and other information-management functions. 
According to industry sources, over 25,000 software applications have been 
developed for use on the AS/400 system. Development of software applications 
intended for use on IBM's midrange computing platforms continues, assisted by 
more than 8,000 ISVs that IBM estimates develop and market software 
applications for the AS/400 platform.
 
    IBM computing platform users and developers have historically been 
constrained by the nonportable and proprietary nature of IBM's operating 
systems. Software applications written for the System/36 and AS/400 platforms 
would not run on other computing platforms, including those using open 
operating systems such as UNIX, or other portable operating systems such as 
Windows NT. These other computing platforms often offer users significant 
advantages, including access to a wider range of software and hardware 
vendors, as well as increased system capacity, interoperability and 
scalability.
 
                                       5
<PAGE>

    Since the late 1980s, vendors of hardware and, to a lesser extent, 
software have experienced substantial price reductions of their products due 
to increased competition and the availability of alternative operating 
systems. The Company believes that decreasing prices and increasing 
functionality in information technology products have also led to increased 
market acceptance of open systems and customer demand for software 
applications based on such systems. The Gartner Group estimates that sales of 
server/host systems based on the UNIX and Windows NT operating systems will 
increase to $40 billion annually by the year 2000, up from an estimated $22 
billion in 1996. Industry sources estimate that the UNIX and Windows NT 
software applications market is currently smaller, but growing faster, than 
the AS/400 software applications market.
 
    Changing computing platforms from proprietary to open or portable systems 
often results in significant disruption of business operations as users are 
retrained and errors in the new software are discovered and corrected. Even 
more critical to many businesses is the potential loss of data contained in 
existing databases that may result from a change to new software 
applications. ISVs must adapt to customer demands associated with increased 
popularity of new computing platforms. ISVs that have developed successful 
AS/400 software applications are faced with the challenge of migrating their 
products to new platforms to meet customer demands while maintaining their 
existing customer base for software applications running on the AS/400 
platform.
 
    Approaches to migrating System/36 and AS/400 systems may be summarized as 
follows:
 
<TABLE>
<S>                                <C>
Refacing            Refacing involves replacing the "green-screen" interface 
                    with a graphical user interface. Because refacing affects 
                    only the end-user interface, the source code must still 
                    be run on the original computing platform, thereby 
                    defeating the goal of many users to upgrade system 
                    performance, interoperability and scalability.
 
Re-engineering      Re-engineering requires rewriting existing software 
                    applications to enable it to operate on a new computing 
                    platform. Since this entails completely rewriting 
                    software applications to meet customer requirements, it 
                    often results in increased cost, risk of failure, 
                    disruption and delay.
 
Packaged Solutions  Migrating to a new computing platform can a sometimes be 
                    accomplished by installing a software package that has 
                    been independently developed to run on open or portable 
                    platforms. While a substantial number of packaged 
                    software applications are available, businesses 
                    implementing this approach will often have to abandon 
                    their investment in existing databases and software and 
                    may incur substantial retraining costs. Additionally, 
                    substantial modifications to packaged software may be 
                    necessary to meet specialized customer needs. These 
                    modifications often result in increased cost, disruption 
                    and delay.  

Rehosting           Rehosting, involves migration of software applications to 
                    a new computing platform with minimal change to the 
                    source code or user interface. Rehosting is achieved by 
                    rebuilding software applications to run efficiently on 
                    the new computing platform. This solution often enables 
                    businesses to enjoy the continued use of their existing 
                    programs and databases, reduce retraining costs and 
                    obtain the advantages of a new computing platform. The 
                    Company offers a rehosting solution through its UNIBOL 
                    product line.
</TABLE>

                                       6
<PAGE>
 
    Payment-Processing Systems
 
    The market for payment-processing systems has grown substantially over 
the last several years as electronic-based transaction settlement has begun 
to replace paper-based settlement. According to Credit Card News, a leading 
industry publication, the total U.S. credit-card charge volume for VISA and 
MasterCard was in excess of $530 billion in 1995 and represented in excess of 
9 billion transactions, up from $440 billion and 7.6 billion transactions in 
1994. The market for check verification services has also demonstrated rapid 
growth. The dollar volume of checks verified in 1995 increased over 18% to 
$178 billion from $151 billion in 1994.
 
    The payment-processing market is dominated by a few large 
transaction-processing and check verification organizations, the five largest 
of which, according to industry publications, accounted for almost 50% of the 
total United States market for electronic transaction processing.
 
Products and Services
 
    Information Technology Products and Services
 
    The Company provides a wide variety of information technology services 
including support services, installation and integration of software and 
hardware systems and outsourcing of information technology services. Support 
services consist of system upkeep including hardware and software support and 
maintenance, technical support and training. Installation and integration 
services include system consulting and design, custom software development, 
system installation and testing, as well as a broad range of systems 
configuration and integration services for computer networks. The Company 
also provides information technology services to businesses on an outsourced 
basis, thereby offering its customers an opportunity to reduce information 
technology overhead while continuing to respond to technological change. 
Outsourcing services include disaster recovery, facilities management and 
related information technology support services.
 
    The Company sells computer equipment specializing in equipment for the 
educational market in Northern Ireland. The Company also sells computer 
equipment to the corporate and government sectors primarily as an adjunct to 
its information technology services businesses.
 
    Year 2000 Conversion Services
 
    In the mid-1990s, several conferences and market pronouncements increased 
worldwide awareness of the impending year 2000 problem, also known as the 
"millennium bug." This problem arises from the inability of software 
applications to effectively process programs that use two-digit data field 
format to represent a year. The two-digit year format assumes that all dates 
are in the twentieth century. When twenty-first century dates are added to 
the equation, disastrous problems could occur due to the inability to 
properly interpret date fields (e.g., such applications may interpret "00" as 
the year "1900" rather than "2000"). Potential problems include inability to 
properly calculate interest, disappearance of long term orders, premature 
expiration of life insurance and annuity policies, premature expiration of 
credit cards and ATM cards, birth dates overtaking retirement dates, and many 
other disruptive date-sensitive functions. Resolving a year 2000 problem is a 
highly time- and labor-intensive project often requiring software 
professionals to analyze millions of lines of code. The Gartner Group has 
estimated that it will cost the public and private sectors between $300 and 
$600 billion worldwide to initiate appropriate year 2000 conversions. The 
cost to the U.S. government alone is estimated to be over $30 billion.
 
                                   7
<PAGE>

    Many organizations lack the internal resources to adequately address the 
year 2000 problem. A number of solution providers, including the Company, 
have developed special programs to meet the needs of year 2000 compliance. 
The Company believes that over the next three years, more and more 
organizations will be in need of cost-effective solutions for the year 2000 
problem. As a result, the Company anticipates that demand for solution tools 
for the year 2000 problem will grow significantly. The Company also believes 
that, due to lack of internal resources, many companies will seek to 
outsource the year 2000 conversion process to outside service providers.
 
    The year 2000 problem presents a significant marketing opportunity for 
the Company. The Company provides year 2000 compliance through its GO2000 
methodology, a repeatable process that combines the Company's proprietary 
software tools with well defined procedures. The GO2000 methodology involves 
six phases (i) Inventory and Estimate (ii) Impact Analysis (iii) Build and 
Unit Test (iv) Application Test (v) Implementation; and (vi) Post 
Implementation Support. The Company's approach to each of these phases is 
discussed below.
 
<TABLE>
<S>                                            <C>
Inventory & Estimate  The Company analyses the requirements to prepare the 
                      customer's suite of application programs and files to 
                      be year 2000 compliant. The GO2000 program suite 
                      searches each library in the application for potential 
                      year 2000 sensitive lines of code. The program then 
                      reports the total lines of code and the total lines 
                      that are potentially sensitive to the year 2000. A 
                      complexity analysis is also performed on the code.  

Impact Analysis       The Company analyzes the customer's applications and 
                      generates a GO2000 impact analysis report covering 
                      numerous items including automatic code scan results, 
                      analysis statistics, date hit analysis, data file 
                      exposure, impact horizon, external interfaces, 
                      complexity analysis, and analysts' observations. The 
                      impact analysis also creates repositories which list 
                      all programs and data files with date sensitive lines. 
                      These repositories contain statistical information on a 
                      per program basis (number of lines and number of 
                      sensitive lines). The impact analysis will also flag 
                      each program with comments identifying the sensitive 
                      lines. At the conclusion of this phase, the Company 
                      will create a plan of action for modifying the source 
                      programs, discuss the customer's programming standards 
                      and procedures, and set up unit testing standards for 
                      programs changed by the GO2000 team.
 
Build & Unit Test     In the build & unit test phase, the Company uses the 
                      information derived from the previous phases and 
                      modifies the customers source code to accept dates 
                      beyond the year 2000. Each program changed by the 
                      GO2000 team is tested individually to ensure that the 
                      program is year 2000 compliant. The programs will then 
                      be further tested according to the standards jointly 
                      created during the planning sessions with the customer.
 
</TABLE>

                                       8
<PAGE>
Application Test      In the application test phase the Company will review 
                      testing and reporting methodology with the customer's 
                      IT staff. Company personnel will also participate in 
                      the on site testing sessions. These on site sessions 
                      will take place over a weekend when all production work 
                      will be stopped and the operating system date reset to 
                      a variety of dates before, on and after January 1, 2000.
 
<TABLE>
<S>                                            <C>
Implementation      With the assistance of personnel from the customer's IT 
                    staff the Company will initiate the transition from the 
                    current applications to the year 2000 compliant 
                    applications. This will include any data file conversions 
                    necessitated by record layout modifications. 
                      
Post Implementation  Following the production installation, the Company will 
                    Support support the customer in any post production 
                    implementation year 2000 issues which arise due to 
                    on-going changes or amendments to the application.
</TABLE>
 
    The GO2000 approach to year 2000 compliance can be distinguished from the 
so-called "mass change" approach which involves the automatic expansion of 
all two digit date fields in all applications to four digit date fields. The 
GO2000 methodology, on the other hand, involves analysis of the impact of the 
year 2000 on each application and a determination of the most appropriate 
solution for each application. Under the GO2000 methodology, the Company's 
tools are utilized to help determine the technical feasibility of 
implementing program logic changes to particular applications that enable the 
applications to become year 2000 compliant without expanding date fields. The 
Company's tools are then utilized to assist in implementing date field 
expansion where appropriate and program logic changes where appropriate. The 
GO2000 approach typically involves more time and effort in the planning phase 
of the process, while the mass change approach typically involves 
considerably more time and effort in the correction and testing phases. Since 
the source correction and testing phases tend to be much larger and more 
labor intensive than the planning phase, the mass change approach can result 
in significantly higher costs to the customer.
 
Platform-Migration Software
 
    The Company designs, develops and markets platform-migration software 
under its UNIBOL brand.
 
    UNIBOL36. The UNIBOL36 system rehosts software applications written in 
RPG or COBOL, and related data, from IBM's System/36 to UNIX or Windows NT 
systems.
 
    UNIBOL400. The UNIBOL400 system rehosts software applications written in 
RPG or COBOL, and related data, from IBM's AS/400 to UNIX systems. The 
Company released UNIBOL400 Version 2.0, the first version released for 
widespread commercial distribution, in November 1996. The Company is 
currently developing an AS/400-to-Windows NT migration solution.
 
                                       9
<PAGE>

    Advantages of the UNIBOL rehosting solution include:
 
<TABLE>

<S>                 <C>
Versatility         The UNIBOL36 system enables the migration to open systems 
                    of applications software written in either RPG or COBOL 
                    languages. The Company currently offers the UNIBOL36 
                    system on most major UNIX platforms, including IBM 
                    RS/6000, HP9000, Siemens Nixdorf RM Series, DEC Alpha, 
                    Sun Sparcstation, Data General Aviion and Intel/SCO UNIX.

                    The UNIBOL400 system currently supports applications software 
                    written in RPG or COBOL. The UNIBOL400 system is currently 
                    available on the IBM RS/6000, HP9000, Siemens Nixdorf RM 
                    Series, Sun Ultra Sparc and the Data General Aviion UNIX 
                    hardware platforms.

                    In August 1996, the Company released its UNIBOL36 NT product, 
                    which migrates software applications from the System/36 to the 
                    Windows NT platform. The Company expects to release a version 
                    of UNIBOL400 that supports Windows NT late in fiscal year 1998.
 
User Interface      The UNIBOL systems preserve the "look and feel" of the 
                    legacy system's user interface, thereby saving businesses 
                    that are migrating to a new computing platform 
                    substantial retraining, documentation and technical 
                    support costs. By enabling the use of a single set of 
                    end-user documentation, this feature allows for efficient 
                    technical support of software applications running on 
                    multiple computing platforms.  

Developer Interface The UNIBOL systems offer software developers many 
                    System/36- and AS/400-style development tools, as well as 
                    access to native UNIX development facilities. This 
                    feature facilitates the transition from a System/36 or 
                    AS/400 development environment to a UNIBOL environment on 
                    new computing platforms and allows further development of 
                    migrated applications software.
 
Native Environment  The UNIBOL36 and UNIBOL400 systems are native System/36 
                    and AS/400 application development and execution 
                    environments for open systems, essentially replacing the 
                    functionality of the proprietary operating system under 
                    which the applications software was written. The Company 
                    believes that, as a native open-systems environment, the 
                    UNIBOL environment generally enables software 
                    applications to operate at least as efficiently as under 
                    the original proprietary operating system.
</TABLE>
 
    Payment-Processing Systems
 
    The Company designs, develops and markets software and hardware systems 
to facilitate the processing of electronic payment transactions. Functions 
supported by the Company's payment-processing systems include credit, debit 
and purchase-card processing, check authorization and guarantee, signature 
capture, communication and retrieval and address verification. To address the 
lack of interoperability that now exists among many vendors' hardware and 
software products, the Company's payment-processing systems are designed to 
provide payment processors and merchants with a high degree of hardware 
independence by supporting a variety of hardware platforms, including 
personal computers, certain point-of-sale terminals and other peripheral 
devices.

                                       10


<PAGE>
 
    The Company believes its Universal Payment Software to be the most 
critical component of its payment-processing systems. The Universal Payment 
Software facilitates transaction processing at merchant locations and 
operates on a variety of hardware platforms, including personal computers, 
the Company's Universal Payment Adapter Master Controller and certain 
electronic cash registers (ECRs). The Universal Payment Software facilitates 
a variety of functions, including credit, debit and purchase-card processing, 
check authorization and guarantee, signature capture, communication and 
retrieval and address verification.
 
    The Company also designs, develops and markets a variety of ancillary 
hardware, software and related systems that comprise certain of its 
payment-processing systems. The Company's Universal Terminal Software acts as 
the application environment for a variety of point-of-sale peripherals, while 
the Universal Payment Host resides on a personal computer located at the 
payment transaction processor and collects data for authorization and 
settlement processing on the host computer as well as performs signature 
capture and retrieval functions. The Company's Universal Payment Adaptor 
Master Controller and Universal LAN Adapter products provide the hardware 
platforms on which the Universal Payment Software operates and support 
connectivity with up to 63 peripheral devices, including several types of 
point-of-sale terminals, ECRs, printers and other devices, as well as entire 
local area networks.
 
    The Company is developing enhancements and add-ons to its 
payment-processing systems to provide data collection for time and attendance 
reporting, inventory ordering, frequent shopper programs, electronic benefits 
processing and remote bill paying.
 
Product Development and Enhancement
 
    The computer industry is characterized by rapid technological change in 
computer hardware, operating systems and software. To keep pace with this 
change the Company dedicates considerable resources in the development of new 
product development and product enhancement. The majority of the Company's 
research and development for platform migration software and year 2000 
conversion tools is performed in Northern Ireland while research and 
development for its payment processing systems is performed in the United 
States.
 
    The Company intends to continue to recruit and hire experienced software 
developers and to consider the acquisition of complementary software 
businesses and technologies. In addition, the Company will continue to 
actively collaborate with and support ISV's who offer products that enhance 
and complement the software products the Company offers.
 
    From time to time, the Company has delayed or briefly suspended product 
shipments to make programming corrections. These corrections, which are not 
unusual in the software industry, have generally been made to fix errors or 
"bugs" in the software. Additionally, there can be no assurance that the 
Company's development efforts will result in the timely introduction of new 
products or that such new products will be commercially successful. Failure 
to successfully develop new products, delays in the introduction of these 
products, or lower-than-anticipated demand for these products could have a 
material and adverse effect on the Company's business.


                                      11

<PAGE>

Marketing and Distribution
 
    Information Technology Products and Services
 
    As of February 28, 1997, the Company marketed and sold its information 
technology services through 21 direct sales and marketing personnel. The 
Company organizes its information technology services business such that each 
service technician maintains a direct relationship with certain of the 
Company's service customers. Specific marketing programs vary by target 
customer. The Company believes that its direct sales approach, including 
having Company service technicians serve as client-relationship managers, 
lead to better account penetration and management, better communications and 
long-term relationships with its clients and greater opportunities for 
follow-on sales of products and services to its existing client base. To 
date, the Company has focused its sales and marketing efforts for information 
technology services primarily on businesses in Northern Ireland.
 
    Year 2000 Conversion Services
 
    As of February 28, 1997, the Company marketed and sold its year 2000 
conversion services, through 6 direct sales and marketing personnel. UNIBOL's 
direct sales force operates from the Company's offices in Belfast, Atlanta, 
and Dallas. The Company markets its year 2000 conversion services through 
direct mail, public relations, advertising programs, seminars, audio 
conferences, trade shows, newsletters and its Internet homepage. The Company 
plans to initially market its GO2000 conversion services to its existing 
installed base of over 3,500 UNIBOL36 customers. The Company will also market 
these services to the estimated 100,000 remaining users of the System/36 and 
400,000 users of the AS/400. There are further opportunities for the Company 
marketing these services to businesses who have previously migrated to the 
AS/36 or to UNIX through means other than the Company's UNIBOL36 product. 
Additionally, the Company has entered into strategic relationships with major 
UNIX hardware system vendors, including Hewlett-Packard's CURE 2000 program. 
The Company believes that its multi-channel distribution strategy enables it 
to effectively market its platform-migration software and services to a wide 
range of potential customers.
 
    Platform-Migration Software
 
    As of February 28, 1997, the Company marketed and sold its 
platform-migration software and services through 14 direct sales and 
marketing personnel. UNIBOL's direct sales force operates from the Company's 
offices in Belfast, Atlanta, and Dallas. The Company markets its UNIBOL 
products and services through direct mail, public relations, advertising 
programs, seminars, audio conferences, trade shows, newsletters and its 
Internet homepage. In addition, the Company markets its platform-migration 
software through ISVs and independent distributors in over 30 countries. The 
Company has entered into strategic relationships with major UNIX hardware 
system vendors, including Hewlett-Packard, Siemens Nixdorf and Data General, 
as well as leading database providers such as Oracle. The Company believes 
that its multi-channel distribution strategy enables it to effectively market 
its platform-migration software and services to a wide range of potential 
customers.
 

                                      12
<PAGE>

    According to industry sources, there are more than 8,000 ISVs currently 
supporting applications software for the AS/400 platform. The Company 
believes that, by using the UNIBOL400 system, ISVs will be able to offer 
their software applications on open systems and other portable platforms. The 
Company believes it can accelerate market acceptance of its UNIBOL400 product 
by leveraging its reputation in the System/36 market and focusing on the ISV 
distribution channel. The Company also believes that, by using the ISV 
distribution channel, it will derive licensing revenue from both the initial 
sale to an ISV of the UNIBOL400 system and from subsequent license fees 
payable when an ISV licenses its migrated applications to end users.
 
    As of February 28, 1997, the Company had entered into licensing 
agreements with over 17 ISVs for the UNIBOL400 product. The Company believes 
these ISVs have developed significant software tools in their respective 
industries, which are often mission-critical, enterprise-wide software 
applications for a specific vertical market.
 
    Payment-Processing Systems
 
    As of February 28, 1997, the Company marketed and sold its 
payment-processing systems through 4 direct sales and marketing personnel. 
The Company is currently selling its payment-processing systems to some of 
the largest payment processors and check authorization organization in the 
United States. Because the target market for the Company's payment-processing 
systems consists of a small number of large transaction processors and 
point-of-sale hardware and software vendors, the Company's direct sales staff 
markets its payment-processing systems largely through system demonstrations 
and collateral sales materials.
 
Significant Customers
 
    No one of the Company's customers accounted for more than 10% of the
Company's total revenues in any of its three most recent fiscal years.
 
Competition
 
    Information Technology Products Services
 
    The information technology products and services industry is highly 
competitive. Based upon its knowledge of the industry, the Company believes 
it is a leading provider of information technology products and services to 
the Northern Ireland marketplace. The market for the Company's information 
technology products and services is intensely competitive due primarily to 
low barriers to entry. The Company believes that the primary competitive 
factors in this market include familiarity with local customs and practices, 
price, technical expertise and reputation.
 
    The Company believes that it has many direct and indirect competitors, 
none of which is dominant in the Company's marketplace. The Company faces 
indirect competition from hardware manufacturers that service their own 
equipment such as Digital Equipment Company and IBM. The Company also faces 
direct competition from various independent information technology service 
providers in Northern Ireland. Some of the Company's current and potential 
competitors have longer operating histories and financial, sales, marketing, 
technical and other competitive resources that are substantially greater than 
those of the Company. As a result, the Company's competitors may be able to 
adapt more quickly to changes in customer needs or to devote greater 
resources to this market than the Company. Such competitors could also 
attempt to increase their presence in the Company's markets by forming 
strategic alliances with other competitors of the Company, offering new or 
improved products and services to the Company's customers 

 
                                      13
<PAGE>

or increasing their efforts to gain and retain market share through 
competitive pricing. As the markets in which the Company competes have 
matured, price competition has intensified and is likely to continue to 
intensify. Such price competition could adversely affect the Company's 
results of operations. There can be no assurance that the Company will be 
able to continue to compete successfully with existing or new competitors.
 
    The Company believes that it competes by providing quality products and 
services at competitive prices and distinguishing itself from its competition 
on the basis of its technical expertise, vendor alliances, direct sales 
strategy and customer-service orientation. Based on the level of the 
Company's recurring business with many of its large customers, the Company 
believes that it compares favorably to many of its competitors with respect 
to the principal competitive factors set forth above.
 
    Year 2000 Conversion Services
 
    The market for the Company's year 2000 conversion services is highly 
competitive. The Company faces direct competition from other companies that 
provide year 2000 conversion services and indirect competition from 
businesses who will attempt to resolve their year 2000 problems in-house. 
There are a number of larger companies, including computer manufacturers and 
software companies, that have greater financial resources than the Company 
and the technological ability to develop a year 2000 methodology and 
application tools similar to those offered by the Company. These companies 
present a significant competitive challenge to the Company. Because the 
Company is focusing its year 2000 conversion services on customers utilizing 
software written for the System/36 and AS/400, many of the Company's 
competitors do not have the expertise in the programming languages for these 
systems or the breadth of solutions that the Company offers. The Company 
believes that it has advantages over these competitors due to the level of 
knowledge it has obtained over the past 15 years developing migration 
solutions targeted for applications originally written for these systems. The 
Company competes on the basis of its service, price, and technological 
advances and believes that it competes favorably in all of these categories.
 
    Platform-Migration Software
 
    The market for the Company's platform-migration software is highly 
competitive. The Company faces direct competition from other developers of 
rehosting solutions and companies that provide other migration solutions such 
as refacing, re-engineering and packaged software applications. There are a 
number of larger companies, including computer manufacturers and software 
companies, that have greater financial resources than the Company and the 
technological ability to develop software products similar to those offered 
by the Company. These companies present a significant competitive challenge 
to the Company's platform migration business. Many of the Company's 
competitors do not offer the breadth of solutions that the Company offers. 
Additionally, many of the migration competitors can only migrate object code 
(instead of migrating source code as in the UNIBOL solution) which will not 
allow the end users to modify the code once it has been migrated to the new 
platform. The Company believes that its UNIBOL solutions provide end users 
with a wider variety of migration options while maintaining the source code 
and thereby conserving the ability of end users to update, enhance and modify 
the software application. The Company competes on the basis of its service, 
price, system functionality and performance and technological advances and 
believes that it competes favorably in all of these categories.
 

                                      14
<PAGE>

    Payment-Processing Systems
 
    The market for the Company's payment-processing systems is highly 
competitive. The Company believes that the principal competitive factors in 
the business include the ability to provide comprehensive, integrated 
payment-processing systems, product performance, time to market for new 
product introductions, adherence to industry standards, price, marketing and 
distribution resources. The Company believes that it competes favorably in 
all of these categories. There are a number of larger companies, including 
point-of-sale terminal manufacturers and software companies, that have 
greater financial resources than the Company and the technological ability to 
develop software products similar to those offered by the Company. These 
companies present a significant competitive challenge to the Company's 
platform migration business.
 
Segment Information
 
    The Company operates in one business segment, the providing of computer 
hardware and software systems and services. The vast majority of the 
Company's revenue is generated from products and services provided in the 
United Kingdom and the United States, although the Company does have 
customers in over 30 countries. The following table illustrates the relative 
percentages of total revenue represented by the Company's products and 
services in the United Kingdom and the United States.

 
                                       Percent of Revenue, Fiscal Year Ended
                                    -------------------------------------------
                                     February 28,   February 29,   February 28,
                                         1995           1996           1997
                                    -------------  -------------  -------------
 
United Kingdom...................        84.7%          83.7%          83.3%
 
United States....................        15.3%          16.3%          16.7%
                                         -----          -----          -----
 
                                        100.0%         100.0%         100.0%

 
Employees
 
    As of February 28, 1997, the Company employed approximately 360 full time 
equivalents in the United Kingdom and the United States. The Company believes 
that its relationship with its employees is good. 

                                      15

<PAGE>

ITEM 2. PROPERTIES
 
    The Company leases office space in Marietta, Georgia, which totals 
approximately 10,745 square feet at an aggregate annual cost of approximately 
$225,000. The lease expires in September 2000 and contains a renewal option 
for one additional three-year term. The Company also owns office and 
warehouse space in Murphy, North Carolina.
 
    The Company leases three facilities in Belfast Northern Ireland totaling 
approximately 48,500 square feet of office and warehouse space at an annual 
cost of approximately $460,000 under separate leases expiring from 1999 
through 2003. The Company also owns a facility in Belfast, Northern Ireland 
under a 10-year 8.25% variable rate mortgage loan with an outstanding 
principal balance as of February 28, 1997 of approximately $622,000. Annual 
payments on this loan are approximately $70,000.
 
    The Company believes that its current facilities are either adequate to 
meet its needs for the foreseeable future or that adequate space is readily 
available in all geographical areas in which the Company does business.
 
ITEM 3. LEGAL PROCEEDINGS
 
    In connection with its acquisition in 1993 of ICS Computing Group 
Limited, the Company incurred a claim by the seller related to pension 
overfunding. Based upon the advise of its United Kingdom solicitor, the 
Company believes that it has adequate defenses to this claim such that the 
expected outcome would not be material to the Company's financial condition 
or results of operations. Due to uncertainties of the legal process, however, 
no assurance can be made that the outcome of this case will be in accordance 
with the Company's expectations.
 
    The Company is not presently a party to any other material litigation 
and, to management's knowledge, no material litigation is threatened against 
the Company.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    At the Company's Annual Meeting of Stockholders, held on January 21, 
1997, the Company's stockholders approved the election of five Directors. The 
following is a summary of the voting for the Directors who were elected:
 


                                  Votes Cast       Votes Cast
                                      For            Against     Abstensions
                                 -------------    -------------  -----------
Stephen A. Hafer.................  5,763,405          19,286         --
J. Patrick Henry.................  5,758,405          24,286         --
B. Michael Wilson................  5,758,405          24,286         --
Nelson Millar....................  5,758,405          24,286         --
Thomas W. Zimmerer...............  5,756,655          26,036         --


                                     16

<PAGE>

                                    PART II
 
ITEM 5. MARKET OF REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
    The Company's Common Stock trades on the Nasdaq National Market under the 
symbol UCMP. The following table sets forth, for the periods indicated, the 
high and low sale prices of the Common Stock as reported by the Nasdaq 
National Market. Such quotations do not include retail mark-ups, mark-downs, 
or other fees or commissions.
 

                                                              High       Low
                                                           ---------  ---------
Fiscal Year 1997
Fourth Quarter ended February 28, 1997.................     $10.25      $3.50
Third Quarter ended November 30, 1996..................       6.31       4.25
Second Quarter ended August 31, 1996...................       7.63       5.00
First Quarter ended May 31, 1996.......................       8.63       6.25

Fiscal Year 1996
Fourth Quarter ended February 29, 1996.................     $ 8.50      $5.38
Third Quarter ended November 30, 1995..................       7.25       5.25
Second Quarter ended August 31, 1995...................       7.25       3.75
First Quarter ended May 31, 1995.......................       4.75       3.25

Fiscal Year 1995
Fourth Quarter ended February 28, 1995.................     $ 3.88      $3.00
Third Quarter ended November 30, 1994..................       4.13       2.88
Second Quarter ended August 31, 1994...................       4.13       2.25
First Quarter ended May 31, 1994.......................       6.13       3.38

    On May 27, 1997, the closing sale price of the Common Stock on the Nasdaq 
National Market was $8.875 per share. As of May 27, 1997, there were 
approximately 570 owners of record of the Common Stock. Because many of such 
shares may be held by brokers and other institutions on behalf of 
stockholders, the Company is unable to estimate the total number of 
beneficial owners represented by these record holders.
 
Dividend Policy
 
    The Company has never paid cash dividends on the Common Stock, and 
presently intends to retain any future earnings to finance its operations and 
expand its business. It therefore does not anticipate paying cash dividends 
for the foreseeable future.


                                      17

<PAGE>

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
 
    The selected consolidated financial data set forth below with respect to 
the Company's statement of operations data for the fiscal years ended 
February 28, 1995, February 29, 1996 and February 28, 1997 and with respect 
to the Company's balance sheet data at February 29, 1996 and February 28, 
1997 are derived from the audited consolidated financial statements of the 
Company included elsewhere herein and are qualified by reference to such 
consolidated financial statements and notes thereto. The selected 
consolidated financial data with respect to the statement of operations data 
for February 28, 1993 and 1994 and the balance sheet data at February 28, 
1993, 1994 and 1995 are derived from audited consolidated financial 
statements not included herein. The selected consolidated financial data 
should be read in conjunction with "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" and the consolidated financial 
statements and notes thereto included elsewhere herein. 

<TABLE>
<CAPTION>      

                                                                                Fiscal Year Ended
                                                              -----------------------------------------------------
<S>                                                           <C>        <C>        <C>        <C>        <C>
                                                               Feb. 28,   Feb. 28,   Feb. 28,   Feb. 29,   Feb. 28,
                                                                1993       1994       1995       1996        1997  
                                                              ---------  ---------  ---------  ---------  ---------
                                                                      (in thousands except per share data)
Statement of Operations Data:
Total revenue...............................................    $ 2,799    $12,206    $18,325    $22,291    $25,151
Cost of sales...............................................      1,787      5,407      6,443      7,978     10,493
                                                              ---------  ---------  ---------  ---------  ---------
Gross profit................................................      1,012      6,799     11,882     14,313     14,658
Operating expenses..........................................      2,009      5,195      9,665     11,758     12,584
                                                              ---------  ---------  ---------  ---------  ---------
Operating income (loss).....................................       (997)     1,604      2,217      2,555      2,074
Other expenses (income).....................................        (17)       139        100        293        236
                                                              ---------  ---------  ---------  ---------  ---------
Income (loss) before taxes..................................       (980)     1,465      2,117      2,262      1,838
Provision for taxes.........................................     --            255        495        203        312
                                                              ---------  ---------  ---------  ---------  ---------
Net income (loss)...........................................    $  (980)   $ 1,210    $ 1,622    $ 2,059    $ 1,526
                                                              ---------  ---------  ---------  ---------  ---------
                                                              ---------  ---------  ---------  ---------  ---------
Net income (loss) per share.................................    $ (0.31)   $  0.28    $  0.34    $  0.40    $  0.26
                                                              ---------  ---------  ---------  ---------  ---------
                                                              ---------  ---------  ---------  ---------  ---------
Weighted average shares outstanding.........................      3,192      4,344      4,710      5,188      5,971

Balance Sheet Data:
Total assets................................................    $ 1,550    $ 7,310    $ 9,958  $  16,672    $31,059
Working capital (deficit)...................................       (391)       656       (566)     1,349      1,706
Debt, including current portion.............................        503      1,798      1,656      4,507      8,982
Total shareholders' equity..................................        (35)     1,851      3,352      6,117     14,376

</TABLE>
 
                                       18
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
         AND RESULTS OF OPERATIONS
 
    The following discussion should be read in conjunction with the 
consolidated financial statements and notes thereto. Except for the 
historical information contained herein, Management's Discussion and Analysis 
of Financial Condition and Results of Operations contains forward-looking 
statements that are subject to risks and uncertainties, including economic, 
competitive and technological factors affecting the Company's operations, 
markets, products, services and prices, as well as other factors. These and 
other factors may cause actual results to differ materially from those 
anticipated.
 
Overview
 
    UniComp provides information technology products and services to 
businesses located primarily in Northern Ireland and platform-migration 
software and payment-processing systems to users worldwide. In fiscal year 
1997, the Company generated $25.1 million in total revenue, of which $9.8 
million was derived from information technology services and $6.2 million was 
derived from sales of computer equipment and supplies. The remaining $9.1 
million in revenue was derived from license and maintenance fees for the 
Company's platform-migration software, payment-processing systems and other 
verticle market software products. The Company expects revenue from software 
licensing to increase as a percentage of total revenue in the future as these 
relatively new software products penetrate their target markets and gain 
market acceptance.
 
    During each of the last three fiscal years, approximately 80% of the 
Company's revenue was derived from its international operations. Denomination 
of the Company's revenue and expenses are generally in corresponding 
currencies. As a result, to date, the Company has not hedged against foreign 
currency exchange rate risks.
 
    Cost of sales for maintenance and information technology services 
includes supplies, parts, subcontractors and other direct costs of delivering 
the services, except for salary costs, which are included in selling, general 
and administrative costs. Cost of sales for computer equipment and supplies 
consists of the actual cost of the products sold. Cost of sales for software 
licensing includes amortization of capitalized software development costs, as 
well as any royalties payable on embedded technologies. The Company amortizes 
capitalized software development costs over the estimated life of the 
product, generally three to four years. Gross margins can increase 
significantly as software licensing revenues increase over amortization costs.
 
    Selling, general and administrative expenses include salaries and related 
costs for all employees, travel, internal equipment, sales commissions, 
premises and marketing costs, as well as general office and administrative 
costs. Development grants received from the government of Northern Ireland 
have been recorded as a reduction in selling, general and administrative 
expenses, or a reduction in capitalized development costs, and are 
anticipated to remain relatively constant for the foreseeable future. 
Although the Company expects the dollar amount of selling, general and 
administrative expenses to increase as the Company grows, it anticipates that 
these expenses will remain constant or decrease as a percentage of total 
revenue.                                        

                                      19
<PAGE>
 
    During fiscal year 1997, the Company began investing additional resources 
in sales and marketing efforts associated with the introduction and promotion 
of several new products and services which were released during the year 
including UNIBOL400, UNIBOL36 NT, and year 2000 conversion services. The 
Company also continues to expand its payment processing operations 
particularly increasing the number of employees associated with sales, 
marketing, programming, support and installation services. Additionally, the 
Company anticipates the hiring of additional sales and technical service 
personnel as the Company further rolls out its year 2000 conversion services. 
These activities have increased selling, general, and administrative expenses 
in advance of increases in revenue. While these expenditures will continue 
for the foreseeable future, the Company believes that additional revenue will 
be generated as the result of these activities and that these expenditures as 
a percentage of total revenue will begin to decline.
 
    In February 1997, the Company completed its acquisition of CEM Computers 
Limited ("CEM") a provider of hardware and software support and systems 
integration primarily in Northern Ireland and is a reseller of computer 
systems primarily to the education and corporate marketplace. The acquisition 
has been accounted for by the purchase method. As such, CEM's results of 
operations have been included since the date of acquisition.
 
    In April 1996, the Company completed its acquisition of Smoky Mountain 
Technologies, Inc. ("Smoky Mountain") which designs, develops and markets 
payment-processing systems. The acquisition has been accounted for by the 
pooling-of-interests method. The consolidated financial data give retroactive 
effect to the pooling-of-interests with Smoky Mountain prior to the 
transaction date since it results in the most meaningful presentation of 
historical results. As such, the consolidated balance sheets at February 29, 
1996 and at February 28, 1995 and 1994 and the consolidated results of 
operations for the fiscal years ended February 29, 1996 and February 28, 1995 
and 1994 have been restated to present the resulting combined entity.
 
    On August 1, 1995, the Company acquired certain assets and liabilities of 
Advec Limited ("Advec"), a provider of information technology services and 
ancillary products in Northern Ireland. The acquisition has been accounted 
for by the purchase method. As such, Advec's results of operations have been 
included since the date of acquisition.
 
Results of Operations
 
    The following table summarizes the Company's results of operations in
dollars and as a percentage of total revenue for the fiscal years ended February
28, 1995, February 29, 1996 and February 28, 1997.


<TABLE>
<CAPTION>
                                                                                   Fiscal Years Ended
                                                             -------------------------------------------------------------------
<S>                                                          <C>        <C>          <C>        <C>        <C>        <C>
                                                                      2/28/95                2/29/96              2/28/97
                                                             ----------------------  --------------------- ---------------------
                                                                     (in thousands, except per share and percentage data)
Total Revenue..............................................  $  18,325       100.0%  $  22,291      100.0% $  25,151      100.0%
Cost of sales..............................................      6,443        35.2       7,978       35.8     10,493       41.7
                                                             ---------       -----   ---------  ---------  ---------  ---------
Gross profit...............................................     11,882        64.8      14,313       64.2     14,658       58.3
Operating expenses.........................................      9,665        52.7      11,758       52.7     12,584       50.0
                                                             ---------       -----   ---------  ---------  ---------  ---------
Operating income...........................................      2,217        12.1       2,555       11.5      2,074        8.3
Other expenses (income)....................................        100         0.5         293        1.3        236        1.0
                                                             ---------       -----   ---------  ---------  ---------  ---------
Income before taxes........................................      2,117        11.6       2,262       10.2      1,838        7.3
Provision for taxes........................................        495         2.7         203        0.9        312        1.2
                                                             ---------       -----   ---------  ---------  ---------  ---------
Net income.................................................  $   1,622         8.9%  $   2,059        9.3% $   1,526        6.1%
                                                             ---------       -----   ---------  ---------  ---------  ---------
                                                             ---------       -----   ---------  ---------  ---------  ---------
 
</TABLE>

                                     20
<PAGE>

FISCAL YEAR ENDED FEBRUARY 28, 1997 COMPARED TO FISCAL YEAR ENDED  FEBRUARY 29,
 1996
 
    REVENUE.  Revenue for fiscal year 1997 increased to $25.1 million 
compared to $22.3 million for fiscal year 1996, an increase of $2.8 million, 
or 12.8%.
 
    Revenue from information technology services increased to $9.8 million 
for fiscal year 1997 from $9.1 million for fiscal year 1996, an increase of 
$0.7 million, or 7.9%, which was due principally to an increase in revenue 
from additional contracts and the renewal of existing contracts.
 
    Revenue from the sale of equipment and supplies increased to $6.2 million 
for fiscal year 1997 from $5.5 million for fiscal year 1996, an increase of 
$0.7 million, or 12.8%. The increase was principally due to $1.2 million in 
equipment revenue generated from CEM which was acquired in February 1997. CEM 
is one of the largest resellers of computer equipment to the educational 
sector in Northern Ireland. This increase was offset by overall decreases in 
the sale of computer equipment by the Company's existing operations which is 
generally supplied as an adjunct to its software and services customers and 
varies depending on customer needs.
 
    Revenue from software licensing and maintenance increased to $9.1 million 
for fiscal year 1997 compared to $7.7 million for fiscal year 1996, an 
increase of $1.4 million or 18.6%.
 
    Revenue generated from licensing platform migration software decreased to 
$3.3 million for fiscal year 1997 compared to $4.6 million for fiscal year 
1996. This decrease was primarily due to the recognition of $1.6 million in 
revenue during fiscal year 1996 associated with a large sale of platform 
migration software to Siemens Nixdorf. Revenue generated in fiscal year 1996 
excluding the sale to Siemens Nixdorf would have been $3.0 million, all of 
which related to UNIBOL36. UNIBOL36 licensing declined to $2.1 million for 
fiscal year 1997. The Company anticipates the decline in UNIBOL36 revenue 
will begin to subside with the recent release of a version of UNIBOL36 
supporting Windows NT which is anticipated to expand the UNIBOL36 market. 
Additionally with the GO2000 millenium conversion initiative, the Company 
anticipates an increased interest from businesses to migrate from the 
System/36 to open platforms. This decline in revenue was offset by revenue 
generated by sales of UNIBOL400 totaling $1.2 million as the Company's 
resellers and distributors utilize and market this product which was released 
in February 1997.
 
    Revenue generated from payment-processing systems increased to $2.1 
million for fiscal year 1997 compared to $.08 million for fiscal year 1996, 
and increase of $1.3 million, or 160%. Revenue generated from 
payment-processing systems has grown substantially as these products expand 
market penetration for existing products and gain market acceptance for new 
products. At the end of fiscal year 1997, the Company began a program to 
allow key customers the ability to outsource the installation, help desk, 
deployment and on-site support to the Company, thereby allowing these 
customers to focus on processing transactions rather than installing and 
maintaining equipment. Under the new program, one time license fees are 
replaced by monthly processing fees which ties the Company into a 
longer-term, recurring revenue relationship with these customers. In May 
1997, the Company entered into an agreement where one of its customers 
requested that the Company allow it to return systems it had previously 
purchased to be installed under the new contract terms. Because total revenue 
expected to be generated from the customer over the next two to three years 
is anticipated to be significantly increased under the new program as 
compared to the one time license fee arrangement, the Company made a 
strategic decision to enter into the new agreement even though it called for 
the return of previously sold systems. As a result of this new agreement, 
during the fourth quarter the Company reversed $430,000 of revenue and the 
related cost as a result of the return provisions.
 

                                      21

<PAGE>

    INTERNATIONAL REVENUE.  Revenue from international operations, 
principally in Northern Ireland, increased to $20.9 million for fiscal year 
1997 from $18.7 million for fiscal year 1996, an increase of $2.2 million or 
12.3%. Revenue from domestic operations increased to $4.2 million for fiscal 
year 1997 from $3.6 million for fiscal year 1996, an increase of $500,000, or 
15.7%.

    GROSS PROFIT.  Gross profit for information technology services increased 
slightly to 84.4% of services revenue for fiscal year 1997 from 81.2% for 
fiscal year 1996. Gross profit for equipment declined to 12.3% of equipment 
revenue for fiscal year 1997 compared to 22.2% for fiscal year 1996. Gross 
profit margins for services and equipment vary depending on customer demands 
and product mix.
 
    Gross profit for software decreased to 61.5% of software revenue for 
fiscal year 1997 compared to 74.3% for fiscal year 1996. Gross margins for 
software can increase significantly as software licensing revenues increase 
over amortization costs. The gross margin decline from fiscal year 1997 to 
1996 is primarily attributed to the effect of the $1.6 million in revenue 
recognized in fiscal year 1996 associated with a large sale of 
platform-migration software to Siemens Nixdorf. Additionally, the Company 
incurred an increase of approximately $880,000 in amortization expense on 
internally developed software due to the release of the UNIBOL400 product in 
February, 1997. These margins are expected to improve in future periods as 
UNIBOL400 gains market acceptance and licensing revenues increase.
 
    OPERATING EXPENSES.  Selling, general and administrative expenses 
increased to $11.8 million for fiscal year 1997 compared to $11.0 million for 
fiscal year 1996, an increase of $800,000 or 7.2%. $250,000 of this increase 
was related to increased costs associated with the CEM acquisition. Selling, 
general and administrative expenses as a percentage of total revenue improved 
slightly to 47.1% for fiscal year 1997 as compared to 49.6% for fiscal year 
1996.
 
    OTHER EXPENSES.  Interest, the primary component of other expenses, 
increased to $282,000 for fiscal year 1997 from $251,000 for fiscal year 
1996, an increase of $31,000 or 12.1%. The increase in interest expense was 
due to the issuance of $2.0 million principal amount of 7.0% convertible 
notes in fiscal year 1996 and additional borrowings related to the 
acquisition of CEM. All of the notes were converted into shares of the 
Company's common stock during fiscal year 1997.
 
    TAXES.  The effective income tax rate (income taxes expressed as a 
percentage of pretax income) was 17.0% for fiscal year 1997, compared to 9.0% 
for fiscal year 1996. During the fourth quarter of fiscal 1997, the Company 
recognized an income tax credit of $320,000 related to reduction of the 
cumulative deferred tax liability in the United Kingdom. The effective income 
tax rate for 1997 excluding this tax credit would have been approximately 35%.
 
FISCAL YEAR ENDED FEBRUARY 29, 1996 COMPARED TO FISCAL YEAR ENDED  FEBRUARY 28,
 1995
 
    REVENUE.  Revenue for fiscal year 1996 increased to $22.3 million 
compared to $18.3 million for fiscal year 1995, an increase of $4.0 million 
or 21.6%.
 
    Revenue from information technology services increased to $9.1 million 
for fiscal year 1996 from $7.2 million for fiscal year 1995, an increase of 
$1.9 million or 25.7%. Revenue arising from the Advec acquisition contributed 
approximately $330,000 to such increase. The remainder of the increase was 
due principally to the effects of a full year of revenue from CI Computer 
Software Limited ("CICS"), which was acquired in September 1994, and an 
increase in revenue from additional contracts and the renewal of existing 
contracts.

                                      22
<PAGE>

    Revenue from the sale of equipment and supplies increased to $5.5 million 
in fiscal year 1996 from $4.1 million for fiscal year 1995, an increase of 
$1.4 million or 34.2%. The increase was principally due to a large sale to 
British Coal and the Advec acquisition.
 
    Revenue from software licensing and maintenance increased to $7.7 million 
for fiscal year 1996 compared to $6.5 million for fiscal year 1995, an 
increase of $1.2 million or 17.9%. During fiscal year 1996, the Company 
recognized approximately $1.5 million in revenue associated with a large sale 
of platform-migration software to Siemens Nixdorf. Software sales from 
payment-processing systems increased $430,000 with software revenue 
increasing to $790,000 for fiscal year 1996 from $360,000 for fiscal year 
1995, an increase of 119.2%. These increases were partially offset by an 
overall decline in UNIBOL36 software revenue as this product reaches maturity.

    The foregoing were partially offset by the elimination of sound system 
revenue for fiscal year 1996 as a result of the divestiture of the Company's 
sound systems business in the prior fiscal year.
 
    INTERNATIONAL REVENUE.  Revenue from international operations, 
principally in the United Kingdom, increased to $18.7 million for fiscal year 
1996 from $15.5 million for fiscal year 1995, an increase of $3.2 million or 
20.2%. Revenue from domestic operations increased to $3.6 million for fiscal 
year 1996 from $2.8 million for fiscal year 1995, an increase of $800,000 or 
29.9%.
 
    GROSS PROFIT.  Gross profit for information technology services declined 
slightly to 81.2% of services revenue for fiscal year 1996 from 85.7% for 
fiscal year 1995, primarily due to reduced profits attributable to increased 
price competition. Gross profit for equipment declined slightly to 22.2% of 
equipment revenue for fiscal year 1996 compared to 25.4% for fiscal year 
1995. Gross profit margins for equipment and services vary depending on 
customer demands and product mix.
 
    Gross profit for software increased to 74.3% of software revenue for 
fiscal year 1996 compared to 68.8% for fiscal year 1995. Gross margins for 
software can increase significantly as software licensing revenues increase 
over amortization costs. The gross margin increase from fiscal year 1995 to 
1996 is primarily attributed to the effect of the $1.6 million in revenue 
associated with a large sale of platform-migration software to Siemens 
Nixdorf and substantial improvement in gross margins associated with 
payment-processing systems as these products begin to penetrate their target 
markets with revenue growth of $430,000 from fiscal year 1995 to fiscal year 
1996.
 
    OPERATING EXPENSES.  Selling, general and administrative expenses 
increased to $11.0 million for fiscal year 1996 compared to $9.0 million for 
fiscal year 1995, an increase of $2.0 million or 22.6%. This increase was 
primarily related to increased salaries and related costs due to the 
full-year effect of the CICS acquisition for fiscal year 1996 and the effect 
of additional expenses from the date of the Advec acquisition. Selling, 
general and administrative expenses as a percentage of total revenue remained 
relatively constant at 49.6% for fiscal year 1996 as compared to 49.2% for 
fiscal year 1995.
 
    OTHER EXPENSES.  Other expenses increased to $293,000 for fiscal year 
1996 as compared to $100,000 for fiscal year 1995, an increase of $193,000. 
Interest, the primary component of other expenses, increased to $251,000 for 
fiscal year 1996 from $224,000 for fiscal year 1995, an increase of $27,000 
or 12.1%. The increase in interest expense was due to the issuance of $2.0 
million principal amount of 7.0% convertible notes in December 1995. The 
Company also initiated new borrowings from the Bank of Ireland related to the 
acquisition of a new building for Company operations in Belfast, Northern 
Ireland. Other income for fiscal year 1995 included the gain on the 
disposition of the Company's sound systems business of $154,000.


                                      23

<PAGE>

    TAXES.  The effective income tax rate (income taxes expressed as a 
percentage of pretax income) was 9.0% for fiscal year 1996, compared to 23.4% 
for fiscal year 1995. Substantially all the tax expense recorded in fiscal 
year 1995 related to operations in Northern Ireland. Approximately $450,000 
of tax expense was recorded for operations in Northern Ireland for fiscal 
year 1996. Additionally, in fiscal year 1996 approximately $55,000 of tax 
expense was recorded in the United States for certain state taxes and federal 
alternative minimum taxes. However, the $505,000 of total tax expense 
recorded for fiscal year 1996 was reduced by approximately $302,000 due to 
elimination of the deferred tax asset valuation allowance relating to the net 
operating loss carryforward in the United States. Based on the Company's 
earnings history and projected future taxable income, management determined 
that it was more likely than not that the balance of the deferred tax asset 
would be realized in future periods. Due to the elimination of the deferred 
tax asset valuation allowance, the effective income tax rate in future 
periods is expected to significantly increase.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company has experienced significant growth with total revenue growing 
to $25.1 million for fiscal year 1997, from $18.3 million for fiscal year 
1994. During this period, the Company has met its liquidity requirements 
primarily through operations, placements of debt and equity securities, bank 
financing and grants from the government of Northern Ireland.
 
    The Company has generated positive operating cash flows of $0.9 million, 
$2.5 million and $2.8 million for each of fiscal years 1997, 1996 and 1995. 
At February 28, 1997, the Company had approximately $3.8 million in cash and 
equivalents as compared to $1.3 million at February 29, 1996.
 
    During the fiscal year ended February 28, 1997, the Company expended $1.4 
million for capital improvements. Other significant investing expenditures in 
fiscal year 1997 included the CEM acquisition for approximately $3.7 million, 
which was financed principally with debt, and capitalization of internally 
developed software costs of $2.5 million in fiscal year 1997 compared to $2.6 
million in fiscal year 1996.
 
    On November 18, 1996, the Company completed a secondary offering of an 
additional 1,500,000 shares of common stock at $5.00 per share. The proceeds, 
net of underwriters discounts, commissions and expenses were $5.7 million.
 
    The Company issued $2.0 million principal amount of 7.0% convertible 
notes in fiscal year 1996. The proceeds from the convertible notes were used 
to acquire the rights to use and modify the source code of the database 
embedded in the UNIBOL400 product and for general working capital purposes. 
During fiscal year 1997, all the principal and related accrued interest 
thereon was converted into shares of common stock.
 
    The Company received grants to fund research and development from the 
government of Northern Ireland of approximately $388,000, $389,000 and 
$369,000 for fiscal years 1997, 1996 and 1995, respectively. These grants are 
subject to the legislative rules and regulations of Northern Ireland and the 
United Kingdom. Management does not anticipate that the receipt of grants 
will diminish significantly in the foreseeable future; however, there can be 
no assurance that the Company will be able to continue to receive such grants.


                                      24

<PAGE>

    The Company believes that cash generated from operations and available 
credit, if necessary, will be sufficient to meet its working capital needs 
both on a short- and a long-term basis. However, the Company's capital needs 
will depend on many factors, including the Company's ability to maintain 
profitable operations, the need to develop and improve products, and various 
other factors. Depending on its working capital requirements, the Company may 
seek additional financing through debt or equity offerings in the private or 
public markets at any time. The Company's ability to obtain additional 
financing will depend on its results of operations, financial condition and 
business prospects, as well as conditions then prevailing in the relevant 
capital markets. There can be no assurance that financing will be available 
or, if available, will be on terms acceptable to the Company.
 
SEASONALITY AND INFLATION
 
    The Company's operations have not proven to be significantly seasonal, 
although quarterly revenues and net income may vary. Although the Company 
cannot accurately determine the amounts attributable thereto, the Company has 
been affected by inflation through increased costs of employee compensation 
and other operating expenses. The Company believes that these have not had a 
material effect on the Company's results of operations or financial condition.
 
FACTORS THAT MAY AFFECT FUTURE RESULTS
 
    The business of the Company is subject to national and worldwide economic 
and political influences such as recession, political instability, the 
economic strength of governments, and rapid change in technology. The 
Company's operating results are dependent on its ability to rapidly develop, 
manufacture, and market innovative products that meet customers demands. 
Inherent in this process are a number of risks that the Company must manage 
in order to achieve favorable operating results. The process of developing 
new high technology products is complex and uncertain, requiring innovative 
designs and features that anticipate customer needs and technological trends. 
The products, once developed, must be manufactured and distributed in 
sufficient volumes at acceptable costs to meet demand.
 
    This annual report contains both historical facts and forward-looking 
statements. Any forward-looking statements involve risks and uncertainties, 
including but not limited to risk of product demand, market acceptance, 
economic conditions, competitive products and pricing, difficulties in 
product development, commercialization, technology, and other risks detailed 
in this filing. Although the Company believes it has the product offerings 
and resources for continued success, future revenue and margin trends cannot 
be reliably predicted. Factors external to the Company can result in 
volatility of the Company's common stock price. Because of the forgoing 
factors, recent trends are not necessarily reliable indicators of future 
stock prices or financial performance.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    See pages F-1 through F-24 attached hereto and incorporated herein.
 
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
         AND FINANCIAL DISCLOSURE
 
    None
 

                                      25

<PAGE>

                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    The Company's directors and executive officers are as follows:
 
<TABLE>
<CAPTION>

NAME                                                       AGE      POSITION
----                                                       ---      --------
<S>                                                    <C>          <C>
Stephen A. Hafer......................................     48       Chairman of the Board, President and Chief Executive
                                                                    Officer
J. Patrick Henry......................................     43       President of Unibol, Inc. and Director
B Michael Wilson......................................              President of Smoky Mountain Technologies, Inc. and
                                                                    Director
L. Allen Plunk........................................     26       Vice President of Finance and Chief Financial Officer
Nelson J. Millar......................................     59       Director
Thomas Zimmerer.......................................     55       Director

</TABLE>
 
    STEPHEN A. HAFER. Mr. Hafer currently serves as the Company's Chairman of 
the Board, President and Chief Executive Officer, positions he has held since 
January 1993. From July 1990 to January 1993, Mr. Hafer was the Company's 
Chief Financial Officer. Mr. Hafer has been Chairman of the Board of Linder 
Financial Corporation, an asset-based lending company, since November 1994 
and President since September 1995. He has served as Treasurer of Foutz & 
Associates, a public relations company, since 1981 and as President and 
Chairman of Arccom Technologies, Inc., an investment holding company, since 
1990. Mr. Hafer holds a B.S. in Accounting from Florida State University.
 
    J. PATRICK HENRY. Mr. Henry has been President of Unibol, Inc., which 
controls the Company's North and South American UNIBOL operations, since 
January 1992 and a Director of the Company since 1992. Mr. Henry first joined 
the Company in March 1991 as Vice President of Sales with seven years of data 
processing experience as a Marketing Manager at Burroughs Corporation. Mr. 
Henry holds a B.S. in Industrial Management from Georgia Institute of 
Technology and an M.B.A. in Finance from Georgia State University.
 
    B. MICHAEL WILSON. Mr. Wilson has been President of Smoky Mountain since 
October 1993, and a Director of the Company since January 1997. Mr. Wilson 
previously founded Lighthouse Technologies, Inc. in March 1992, which he 
merged into Smoky Mountain in October 1993. Mr. Wilson was manager of 
Research and Development for SK Technologies Corporation from 1989 to 1992.


                                      26

<PAGE>

    L. ALLEN PLUNK. Mr. Plunk was appointed as the Company's Chief Financial 
Officer in August 1996. From June 1992 until joining the Company, Mr. Plunk 
was with Coopers & Lybrand L.L.P., where he was most recently a manager and 
specialized in accounting and Securities and Exchange Commission reporting 
related to the software industry. Mr. Plunk is a Certified Public Accountant 
and holds a B.B.A. in Accounting from Harding University.
 
    NELSON J. MILLAR. Mr. Millar has been a Director of the Company since 
November 1994. Mr. Millar has been the President and owner of Trafalgar 
Management Consultants in Belfast, Northern Ireland since 1993. From 
September 1992 to May 1993, Mr. Millar acted as the Managing Director of the 
ICS Computing Group Limited, the group of companies that the Company acquired 
in May 1993. From 1976 to 1993, Mr. Millar was the Managing Director of CMI 
Limited, the systems integration subsidiary of ICS Computing Group Limited. 
Mr. Millar holds a Higher National Diploma in Business Studies from Queens 
University in Belfast, Northern Ireland, and is a member of the British 
Computer Society and Fellow of the Institute of Directors.
 
    THOMAS ZIMMERER.  Dr. Zimmerer has been a Director of the Company since 
May 1994. Dr. Zimmerer holds the Allen and Ruth Harris Chair of Excellence in 
Business, and has served as Professor of Management, at East Tennessee State 
University since 1993. Dr. Zimmerer co-founded Clemson University's Emerging 
Technology and Marketing Center and has co-authored eight books and over 90 
articles and professional papers. In addition, he has served as a consultant 
to over 75 United States and foreign corporations. Dr. Zimmerer holds a 
B.S.B.A. in Management and Economics from the American University in 
Washington, D.C., an M.S. in Economics from Louisiana State University and a 
Ph.D. in Management from the University of Arkansas.
 
    Information other than the listing of Directors and Executive Officers of
the Company, which is set forth above, required under this Item is incorporated
by reference to the Company's Proxy Statement.
 
ITEM 11. EXECUTIVE COMPENSATION
 
    The information required under this Item is incorporated by reference to 
the Company's Proxy Statement.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    The information required under this Item is incorporated by reference to 
the Company's Proxy Statement.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    The information required under this Item is incorporated by reference to 
the Company's Proxy Statement.
 
                                       

                                     27

<PAGE>
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 
(a) Documents filed as part of the Form 10-K 

    (1) Financial Statements
        Reports of Independent Certified Public Accountants
        Consolidated Balance Sheets as of February 28, 1997 and 
          February 29, 1996
        Consolidated Statements of Operations for the years ended
          February 28, 1997, February 29, 1996, and February 28, 1995
        Consolidated Statements of Stockholders' Equity for the years ended
          February 28, 1997, February 29, 1996, and February 28, 1995
        Consolidated Statements of Cash Flow for the years ended
          February 28, 1997, February 29, 1996, and February 28, 1995
        Notes to Consolidated Financial Statements
 
    (2) Financial Statement Schedules
 
        Report of Independent Certified Public Accountants
 
        Schedule II--Valuation and Qualifying Accounts
 
    All other schedules have been omitted as the required information is not
applicable, the amounts are not significant or the information is set forth in
the consolidated financial statements or the notes thereto.
 
(b) Reports on Form 8-K
 
    The Company did not file any reports on Form 8-K during the last quarter of
the fiscal year ended February 28, 1997.
 
Exhibits:
 
<TABLE>
<CAPTION>

  EXHIBITS                             DESCRIPTION
-----------  ------------------------------------------------------------------
 <S>          <C>

       3.1   Articles of Incorporation of the Registrant (previously filed with 
             Form S-18, filed April 15, 1986 (Reg. No. 33-04906-D) and 
             incorporated herein by reference)

       3.2   Amendment to Articles of Incorporation changing the 
             Registrant's name from Liberty Ventures, Ltd. to UniComp, Inc. 
             (previously filed with Form S-18, filed April 15, 1986 (Reg. No. 
             33-04906-D) and incorporated herein by reference)
 
       3.3   Amended and Restated Bylaws of the Registrant (previously filed 
             with Form S-1, dated September 18, 1996, as amended, (Reg. No. 
             333-12209) and incorporated herein by reference)
 
      10.1   End-User Purchase Agreement between the Registrant and 
             Hewlett-Packard dated October 25, 1994 (previously filed with 
             Form 10-K/A amendment no. 2 
</TABLE>
 
                                       28

<PAGE>

<TABLE>
<CAPTION>

  EXHIBITS                             DESCRIPTION
-----------  ------------------------------------------------------------------
<S>          <C>
             for the fiscal year ended February 28, 1994 and incorporated 
             herein by reference)
 
      10.2   Business Partner Agreement between the Registrant and IBM dated 
             March 1, 1994 (previously filed with Form 10-K/A amendment no. 2 for the 
             fiscal year ended February 28, 1994 and incorporated herein by reference)
 
      10.3   Agreement between the Registrant and Siemens Nixdorf dated 
             January 3, 1995 (previously filed with Form 10-K for the fiscal year ended 
             February 28, 1995 and incorporated herein by reference)
 
      10.4   Agreement for Sale of a Business between the Registrant and Euro 
             Software Limited dated September 25, 1995 for the acquisition of the assets 
             of Advec Limited (previously filed with Form 10-K for the fiscal year ended 
             February 29, 1996 and incorporated herein by reference)
 
      10.5   Offshore Warrant Agreement between the Registrant and First 
             Bermuda Securities, Ltd. dated December 20, 1995 (previously filed with Form 
             10-K for the fiscal year ended February 29, 1996 and incorporated herein by 
             reference)
 
      10.6   Form of 7% Convertible Promissory Notes dated December 20, 1995 
             issued by the Registrant to certain offshore investors (previously filed with 
             Form 10-K for the fiscal year ended February 29, 1996 and incorporated herein 
             by reference)
 
      10.7   Stock Purchase Agreement between the Registrant and Smoky 
             Mountain Technologies, Inc., dated April 16, 1996 (previously filed with Form 
             8-K dated May 1, 1996, as amended, and incorporated herein by reference)
 
      10.8   Employment Agreements, dated April 16, 1996 between the 
             Registrant and each of B. Michael Wilson and George Gruber, (previously filed 
             with Form 8-K dated May 1, 1996, as amended, and incorporated herein by 
             reference)
 
      10.9   Form of Indemnification Agreement used between the Registrant 
             and members of the Board of Directors and executive officers of the 
             Registrant (previously filed with Form S-1, dated September 18, 1996, as 
             amended, (Reg. No. 333-12209) and incorporated herein by reference)
 
     10.10   Agreement between Smoky Mountain Technologies, Inc. and the 
             Atalla Division of Tandem, Inc. dated October 30, 1996 (previously filed with 
             Form S-1, dated September 18, 1996, as amended, (Reg. No. 333-12209) and 
             incorporated herein by reference)
 
     10.11   Stock Purchase Agreement between the Registrant and Eurodis 
             Electron Plc, dated February 20, 1997  (previously filed with Form 8-K on 
             March 6, 1997 and incorporated herein by reference)

      21.1   Subsidiaries of the Registrant
 
      23.1   Consent of Independent Accountants
 
      27.1   Financial Data Schedule (for SEC use only)

</TABLE>
                                     29

<PAGE>


                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Marietta, State of Georgia, on the 29th day of May, 1997.
 
                                UNICOMP, INC.
 
                                BY:   /s/ L. ALLEN PLUNK
                                     -----------------------------------------
                                      L. Allen Plunk
                                      Chief Financial Officer
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated below on the 29th day of May, 1997.
 
<TABLE>
<CAPTION>

                   Signature                                                  Title  
     ------------------------------------------       -------------------------------------------------------  
     <S>                                               <C>
                 /s/ STEPHEN A. HAFER
     -------------------------------------------        Chairman of the Board, President and Chief Executive
                   Stephen A. Hafer                       Officer (Principal Executive Officer)
 
                  /s/ L. ALLEN PLUNK
     -------------------------------------------        Chief Financial Officer (Principal Financial and
                    L. Allen Plunk                        Accounting Officer)
 
                 /s/ J. PATRICK HENRY
     -------------------------------------------        Director
                   J. Patrick Henry
 
                /s/ B. MICHAEL WILSON
     -------------------------------------------        Director
                  B. Michael Wilson
 
                 /s/ NELSON J. MILLAR
     -------------------------------------------        Director
                   Nelson J. Millar
 
                 /s/ THOMAS ZIMMERER
     -------------------------------------------        Director
                   Thomas Zimmerer

</TABLE>

                                       30
<PAGE>
                         UNICOMP, INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                -----
<S>                                                                                                          <C>
Report of Independent Accountants..........................................................................     F-1

Consolidated Financial Statements:
    Consolidated Balance Sheets as of February 28, 1997 and February 29, 1996..............................     F-2
    Consolidated Statements of Operations for the years ended February 28, 1997, February 29, 1996 and
     February 28, 1995.....................................................................................     F-4
    Consolidated Statement of Changes in Stockholders' Equity for the years ended February 28, 1997,
     February 29, 1996 and February 28, 1995...............................................................     F-5
    Consolidated Statements of Cash Flows for the years ended February 28, 1997, February 29, 1996 and
     February 28, 1995.....................................................................................     F-6

Notes to Consolidated Financial Statements.................................................................     F-7
</TABLE>
 
<PAGE>
                       Report of Independent Accountants
 
To the Stockholders and Board of Directors
        of UniComp, Inc. and Subsidiaries:
 
    We have audited the consolidated financial statements and financial 
statement schedule of UniComp, Inc. and subsidiaries listed in Item 14(a) of 
this Form 10-K. These financial statements and the financial statement 
schedule are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these financial statements and 
the financial statement schedule based on our audits.
 
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    The consolidated financial statements give retroactive effect to the merger
of UniComp, Inc. and Smoky Mountain Technologies, Inc. on April 16, 1996, which
has been accounted for as a pooling of interests as described in notes 1 and 3
to the consolidated financial statements.
 
    In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of UniComp, Inc. and subsidiaries at February 28, 1997 and February 29, 1996, 
and the consolidated results of their operations and their cash flows for 
each of the three years in the period ended February 28, 1997 in conformity 
with generally accepted accounting principles. In addition, in our opinion, 
the financial statement schedule referred to above, when considered in 
relation to the basic financial statments taken as a whole, presents fairly, 
in all material respects, the information required to be included therein.
 
                                          COOPERS & LYBRAND L.L.P.
 
Atlanta, Georgia
May 22, 1997
 
                                       F1
<PAGE>
                         Unicomp, Inc. and Subsidiaries
                          Consolidated Balance Sheets
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                                     February 28,   February 29,
                                                                                         1997           1996
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
Current assets:
    Cash and cash equivalents ($3 million restricted, see Note 1)..................  $   3,810,195  $   1,261,153
    Accounts and other receivables:
      Trade, net of allowance of $222,097 and $137,878 in 1997 and 1996,
        respectively...............................................................      9,924,738      4,721,909
      Receivables from related party...............................................        353,500        404,478
      Other receivables............................................................        150,611        205,636
    Inventory......................................................................      1,910,821        715,944
    Prepaid expenses...............................................................        802,304        625,020
    Deferred income taxes..........................................................         61,200       --
    Other..........................................................................         63,655        171,396
                                                                                     -------------  -------------
        Total current assets.......................................................     17,077,024      8,105,536
                                                                                     -------------  -------------
Property and equipment, net........................................................      4,124,800      2,401,969
                                                                                     -------------  -------------
Other assets:
    Acquired and developed software, net of accumulated amortization of $2,852,779
      and $1,371,355 in 1997 and 1996, respectively................................      5,846,712      4,802,724
    Goodwill, net of accumulated amortization of $125,946 and $57,345 in 1997 and
      1996, respectively...........................................................      3,161,431        694,489
    Prepaid pension................................................................        442,030        227,030
    Deferred income taxes..........................................................         99,346        348,638
    Other..........................................................................        307,438         91,667
                                                                                     -------------  -------------
        Total other assets.........................................................      9,856,957      6,164,548
                                                                                     -------------  -------------
        Total assets...............................................................  $  31,058,781  $  16,672,053
                                                                                     -------------  -------------
                                                                                     -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of these consolidated financial
statements.
 
                                       F2
<PAGE>
                         Unicomp, Inc. and Subsidiaries
                    Consolidated Balance Sheets (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
 
<TABLE>
<CAPTION>
                                                                                     February 28,   February 29,
                                                                                         1997           1996
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
Current liabilities:
    Accounts payable...............................................................  $   3,210,582  $   2,128,526
    Accrued expenses...............................................................      1,186,232      1,195,896
    Deferred revenue...............................................................      2,092,847      1,662,864
    Lines of credit................................................................      7,610,846      1,078,933
    Income taxes payable...........................................................        175,878        148,015
    Other accrued taxes............................................................        602,325        393,915
    Current portion of notes payable...............................................        492,428        375,105
                                                                                     -------------  -------------
        Total current liabilities..................................................     15,371,138      6,983,254
                                                                                     -------------  -------------
Long-term liabilities:
    Notes payable..................................................................        879,063      1,072,926
    Convertible notes..............................................................       --            1,980,000
    Deferred income taxes..........................................................        432,914        519,109
                                                                                     -------------  -------------
        Total long-term liabilities................................................      1,311,977      3,572,035
                                                                                     -------------  -------------
        Total liabilities..........................................................     16,683,115     10,555,289
                                                                                     -------------  -------------
 
Commitments and contingencies (Note 10)
 
Stockholders' equity:
    Preferred stock: $1 par value, authorized 5,000,000, none issued and
      outstanding at February 28, 1997 and February 29, 1996, respectively.........       --             --
    Common stock: $.01 par value, authorized 25,000,000, issued and outstanding
      6,887,845 and 5,163,432 at February 28, 1997 and February 29, 1996,
      respectively.................................................................         68,878         51,634
    Additional contributed capital.................................................     13,076,378      6,229,829
    Retained earnings..............................................................      2,001,711        475,636
                                                                                     -------------  -------------
                                                                                        15,146,967      6,757,099
    Less treasury stock............................................................       (608,810)      (460,554)
    Cumulative translation adjustment..............................................       (162,491)      (179,781)
                                                                                     -------------  -------------
        Total stockholders' equity.................................................     14,375,666      6,116,764
                                                                                     -------------  -------------
        Total liabilities and stockholders' equity.................................  $  31,058,781  $  16,672,053
                                                                                     -------------  -------------
                                                                                     -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of these consolidated financial
statements.
 
                                       F3
<PAGE>
                         Unicomp, Inc. and Subsidiaries
                     Consolidated Statements of Operations
 
<TABLE>
<CAPTION>
                                                                                       Year Ended
                                                                        -----------------------------------------
<S>                                                                     <C>           <C>           <C>
                                                                        February 28,  February 29,  February 28,
                                                                            1997          1996          1995
                                                                        ------------  ------------  -------------
Revenue:
    Services..........................................................  $  9,799,144  $  9,077,845  $   7,219,178
    Software..........................................................     9,129,207     7,696,704      6,527,072
    Equipment.........................................................     6,222,698     5,516,470      4,110,066
    Sound systems.....................................................       --            --             468,268
                                                                        ------------  ------------  -------------
        Total revenue.................................................    25,151,049    22,291,019     18,324,584
                                                                        ------------  ------------  -------------
Cost of sales:
    Services..........................................................     1,525,840     1,704,963      1,032,415
    Software..........................................................     3,511,392     1,980,072      2,038,418
    Equipment.........................................................     5,456,042     4,292,687      3,066,841
    Sound systems.....................................................       --            --             304,570
                                                                        ------------  ------------  -------------
        Total cost of sales...........................................    10,493,274     7,977,722      6,442,244
                                                                        ------------  ------------  -------------
Gross profit..........................................................    14,657,775    14,313,297     11,882,340
                                                                        ------------  ------------  -------------
Selling, general and administrative expenses..........................    11,841,767    11,048,431      9,014,043
Depreciation expense..................................................       741,731       709,858        651,551
                                                                        ------------  ------------  -------------
        Total operating expenses......................................    12,583,498    11,758,289      9,665,594

Operating income......................................................     2,074,277     2,555,008      2,216,746
                                                                        ------------  ------------  -------------
Other income (expense):
    Other, net........................................................        45,730       (41,701)       123,707
    Interest, net.....................................................      (282,112)     (251,182)      (224,034)
                                                                        ------------  ------------  -------------
        Total other income (expense)..................................      (236,382)     (292,883)      (100,327)
                                                                        ------------  ------------  -------------
Income before provision for income taxes..............................     1,837,895     2,262,125      2,116,419
                                                                        ------------  ------------  -------------
Provision for income taxes............................................       311,820       202,615        494,741
                                                                        ------------  ------------  -------------
Net income............................................................  $  1,526,075  $  2,059,510  $   1,621,678
                                                                        ------------  ------------  -------------
                                                                        ------------  ------------  -------------
Earnings per share....................................................  $       0.26  $       0.40  $        0.34
                                                                        ------------  ------------  -------------
                                                                        ------------  ------------  -------------
Weighted average number of shares.....................................     5,970,522     5,188,092      4,710,228
</TABLE>
 
    The accompanying notes are an integral part of these consolidated financial
statements.
 
                                       F4
<PAGE>
                         Unicomp, Inc. and Subsidiaries
           Consolidated Statements of Changes in Stockholders' Equity
 
<TABLE>
<CAPTION>
                                               Common Stock
                                         ------------------------
                                          Number of                Additional   Retained               Cumul.       Total
                                           Shares                  Contributed  Earnings   Treasury    Trans.    Stockholders'
                                           Issued       Amount       Capital    (Deficit)    Stock     Adjust.      Equity
                                         --------------------------------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>        <C>        <C>        <C>
Balance February 28, 1994..............   4,841,434    $  48,414    $5,460,913  $(3,165,261) $(350,000) $(143,308)  $1,850,758

  Stock issued.........................     159,800        1,598       98,541                                        100,139
  Treasury stock purchased.............                                                     (143,654)               (143,654)
  Subscription receivable..............                               (82,000)                                       (82,000)
  Effect of shares issued by Smoky
    Mountain...........................                                50,000                                         50,000
  Net income...........................                                         1,621,678                          1,621,678
  Distribution by Smoky Mountain.......                                           (40,291)                           (40,291)
  Change in cumulative translation
    adjustment.........................                                                                  (4,873)      (4,873)
                                         --------------------------------------------------------------------------------------
Balance February 28, 1995..............   5,001,234       50,012    5,527,454   (1,583,874)  (493,654)  (148,181)   3,351,757

  Stock issued.........................     162,198        1,622      603,375                                        604,997
  Change in treasury stock.............                                                       33,100                  33,100
  Effect of shares issued by Smoky
    Mountain...........................                                99,000                                         99,000
  Net income...........................                                         2,059,510                          2,059,510
  Change in cumulative translation
    adjustment.........................                                                                 (31,600)     (31,600)
                                         --------------------------------------------------------------------------------------
Balance February 29, 1996..............   5,163,432       51,634    6,229,829     475,636   (460,554)  (179,781)   6,116,764

  Stock issued.........................   1,506,000       15,060    5,737,139                                      5,752,199
  Conversion of debt...................     426,813        4,268    1,947,384                                      1,951,652
  Treasury stock purchased.............                                                    (1,042,314)            (1,042,314)
  Retirement of treasury stock.........    (208,400)      (2,084)    (891,974)               894,058                       0
  Warrants issued......................                                54,000                                         54,000
  Net income...........................                                         1,526,075                          1,526,075
  Change in cumulative translation
    adjustment.........................                                                                  17,290       17,290
                                         --------------------------------------------------------------------------------------
Balance February 28, 1997..............   6,887,845    $  68,878   $13,076,378  $2,001,711 $(608,810) $(162,491)  $14,375,666
                                         --------------------------------------------------------------------------------------
                                         --------------------------------------------------------------------------------------
</TABLE>
 
    The accompanying notes are an integral part of these 
consolidated financial statements.
 
                                       F5
<PAGE>
                         Unicomp, Inc. and Subsidiaries
                     Consolidated Statements of Cash Flows
 
<TABLE>
<CAPTION>
                                                                                      Year Ended
                                                                       -------------------------------------------
<S>                                                                    <C>            <C>            <C>
                                                                       February 28,   February 29,   February 28,
                                                                           1997           1996           1995
                                                                       -------------  -------------  -------------
Net cash provided (used) by operating activities:
  Net income.........................................................  $   1,526,075  $   2,059,510  $   1,621,678
  Adjustments to reconcile net income to net cash provided by
    operations:
    Depreciation and amortization....................................      2,291,756      1,449,240        956,664
    Issuance of warrants.............................................         54,000       --             --
    Allowance for doubtful accounts..................................         62,429         10,872         60,812
    Deferred income taxes............................................        101,897         60,855          7,825
    Changes in assets and liabilities:
      Accounts and other receivables.................................       (862,511)    (1,241,638)      (591,999)
      Inventory......................................................       (221,218)      (184,056)       (39,123)
      Prepaid expenses...............................................       (219,727)      (295,175)      (212,152)
      Accounts payable...............................................       (724,375)       820,467         19,459
      Accrued expenses...............................................       (308,803)       313,847        318,719
      Other accrued taxes............................................        (99,768)       381,390         12,525
      Deferred revenue...............................................       (398,303)      (635,962)       738,925
      Income taxes payable...........................................        (42,537)       (50,485)       198,500
      Pension liability..............................................       --             --             (265,000)
      Other..........................................................       (260,995)      (232,989)       (24,072)
                                                                       -------------  -------------  -------------
        Net cash provided by operating activities....................        897,920      2,455,876      2,802,761
                                                                       -------------  -------------  -------------
Cash flow from investing activities:
  Capital expenditures...............................................     (1,445,239)    (1,493,224)      (924,800)
  Acquired and developed software....................................     (2,525,412)    (2,695,328)    (1,067,783)
  Business disposition...............................................       --             --             (154,208)
  Business acquisition...............................................       --             (422,083)       (78,558)
                                                                       -------------  -------------  -------------
        Net cash used by investing activities........................     (3,970,651)    (4,610,635)    (2,225,349)
                                                                       -------------  -------------  -------------
Cash flow from financing activities:
  Proceeds from issuance of convertible notes, net...................       --            1,900,000       --
  Payments on notes payable..........................................       (240,858)      (228,291)      (463,702)
  Proceeds from borrowing............................................      1,049,357      1,099,693        159,430
  Issuance of common stock, net......................................      5,752,199        717,097         68,139
  Smoky Mountain distributions.......................................       --             --              (40,291)
  Receivables from related party.....................................       (338,401)      (126,832)      (214,850)
  Purchase of treasury stock.........................................       (617,814)      --             (143,654)
                                                                       -------------  -------------  -------------
        Net cash provided (used) by financing activities.............      5,604,483      3,361,667       (634,928)
                                                                       -------------  -------------  -------------
Net increase (decrease) in cash......................................      2,531,752      1,206,908        (57,516)
Effect of exchange rate changes on cash..............................         17,290        (31,600)        (4,873)
Cash and cash equivalents at beginning of year.......................      1,261,153         85,845        148,234
                                                                       -------------  -------------  -------------
Cash and cash equivalents at end of year.............................  $   3,810,195  $   1,261,153  $      85,845
                                                                       -------------  -------------  -------------
                                                                       -------------  -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of these 
consolidated financial statements.
 
                                       F6
<PAGE>
                         UniComp, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
 
1. Summary of Significant Accounting Policies:
 
Basis of Presentation
 
    The consolidated financial statements include the accounts of UniComp, Inc.
and its subsidiaries (the "Company"). All material intercompany balances and
transactions have been eliminated in consolidation. The equity method of
accounting is used when the Company does not have effective control and has a
20% to 50% interest in other companies. Under the equity method, original
investments are recorded at cost and adjusted by the Company's share of
undistributed earnings or losses of these companies.
 
    The consolidated financial statements have been prepared to give retroactive
effect of the acquisition of Smoky Mountain Technologies, Inc. ("Smoky
Mountain") as described in Note 3. The acquisition has been accounted for by the
pooling-of-interests method. Generally accepted accounting principles require
giving effect to a consummated business combination accounted for by the
pooling-of-interests method in financial statements that do not include the date
of consummation. As such, the historical consolidated financial statements have
been restated to reflect the resulting combined entity.
 
    The preparation of financial statements requires management to make
estimates and assumptions underlying the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Changes in the status of certain matters,
facts or circumstances underlying these estimates could result in material
changes, and actual results could differ from these estimates.
 
    Certain amounts previously presented in the consolidated financial
statements have been reclassified to conform to current presentation.
 
Revenue Recognition
 
    The Company's revenue is generated primarily in the United Kingdom and the
United States from licensing software products, providing various information
technology services, and the sale of computer equipment.
 
    Revenue from the sale of the Company's software products, the resale of
third-party software products, and the sale of computer equipment is recognized
upon delivery, customer acceptance, fulfillment of significant vendor
obligations and determination that collectibility is probable. Revenue related
to sales which impose significant vendor obligations on the Company are deferred
until those obligations are satisfied. Revenue from information technology
services is recognized as the services are provided. Revenue from post-contract
customer support and other annual support contracts is deferred and recognized
over the life of the contract.
 
                                       F7
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
1. Summary of Significant Accounting Policies (Continued):

Foreign Currency Translation and Transactions
 
    All assets and liabilities in the balance sheet of a foreign subsidiary
whose functional currency is other than the United States dollar are translated
at the year-end currency exchange rate. Income statement items are translated at
the average currency exchange rate for the period. Translation gains and losses
are accumulated as a separate component of stockholders' equity and are not
included in determining net income. Transaction gains and losses are included in
the results of operations in the period which they occur and are not significant
in any period presented.
 
Cash and Cash Equivalents
 
    Cash and cash equivalents includes all cash balances and highly liquid
investments with an original maturity of three months or less. At times, cash in
bank deposits may exceed the federally insured limits. The Company has not
experienced and does not anticipate any losses from such accounts. $3 million of
cash and cash equivalents is restricted and held as collateral on certain
indebtedness of the Company as described in Note 7.
 
Inventory
 
    Inventory consists primarily of computer equipment available for resale and
payment-processing systems. Inventory is stated at the lower of cost or market,
cost being determined on a first-in first-out ("FIFO") basis. Components of
inventory are as follows:
 
<TABLE>
<CAPTION>

                                                          February 28,  February 29,
                                                              1997         1996
                                                          ------------  -----------
<S>                                                       <C>           <C>
     Computer equipment.................................  $  1,420,403   $ 604,971
     Payment-processing systems.........................       490,418     110,973
                                                          ------------  -----------
                                                          $  1,910,821   $ 715,944
                                                          ------------  -----------
                                                          ------------  -----------
</TABLE>
 
Property and Equipment
 
    Property and equipment is stated at cost less accumulated depreciation.
Depreciation is provided based on the straight-line method over the estimated
useful lives of the related assets, except for leasehold improvements, which are
depreciated over the life of the related lease. When assets are retired or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts and any resulting gain or loss is recognized in the results of
operations.
 
                                       F8
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
1. Summary of Significant Accounting Policies (Continued):

Acquired and Developed Software
 
    In accordance with Statement of Financial Accounting Standards No. 86,
"Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed" ("FAS 86"), costs incurred to develop the Company's software products
which are to be licensed to its customers and costs of purchased software are
capitalized and amortized at the greater of the amount computed using the ratio
of current product revenue as compared to the current and estimated future
revenue of that product, or on a straight-line basis over the estimated life of
the products, generally three to four years. All research and development costs
incurred prior to technological feasibility and subsequent to general
availability have been expensed in the period which they were incurred and
totaled approximately $250,000, $610,000 and $235,000 in fiscal years 1997, 1996
and 1995, respectively.
 
    Costs which are capitalized include direct and indirect costs associated
with payroll, benefits and computer usage, among others. The Company capitalized
software development costs of $2,516,315, $2,695,328 (including $1,000,000 of
purchased software) and $1,067,783 during fiscal years 1997, 1996, and 1995,
respectively, with amortization of $1,481,454, $681,936 and $305,113 during the
same periods. Capitalized software costs are net of amounts reimbursed by
Northern Ireland government grants totaling approximately $388,000, $389,000 and
$369,000 in fiscal years 1997, 1996 and 1995, respectively.
 
    The amount by which unamortized software costs exceeds the net realizable
value, if any, is recognized as expense in the period it is determined.
 
Goodwill
 
    Goodwill is recorded upon acquisition and amortized on a straight-line basis
over its estimated period of future benefit, generally ten years. The estimated
lives established for these assets are determined based upon many factors which
are subject to change because of the nature of the Company's operations.
Accordingly, the Company evaluates the appropriateness of these lives and the
recoverability of goodwill based upon the latest available economic factors and
a comparison of estimated undiscounted future cash flows from the related
operations as compared with the carrying value of the respective assets. The
amount by which unamortized goodwill exceeds future estimated cash flows, if
any, is recognized as expense in the period it is determined.
 
Hedging
 
    The Company has not historically used hedging strategies to reduce the
effects of unfavorable price movements on profitability as a result of
fluctuations in foreign exchange rates.
 
                                       F9
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
1. Summary of Significant Accounting Policies (Continued):

Income Taxes
 
    Income taxes are provided on taxable income at the statutory rates
applicable to such income in the United States and Europe under Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS
109"). Under FAS 109, the deferred tax liabilities and assets are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. These differences
are primarily attributable to differences in the recognition of depreciation and
amortization of property and equipment, intangible assets, and capitalized
software development costs. No deferred tax liability has been recognized
relating to taxable temporary differences attributable to the excess of the
amount for financial reporting over the tax basis of investments in foreign
subsidiaries due to the fact that such taxable temporary differences are not
expected to reverse in the foreseeable future. The determination of the amount
of such liability is not practicable.
 
Long-Lived Assets
 
    In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Assets to be Disposed Of" ("FAS 121"). FAS 121
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the expected future
cash flows of those assets are less than the assets' carrying amount. FAS 121
also addresses the accounting for long-lived assets that are expected to be sold
or discarded. The Company adopted FAS 121 on March 1, 1996. The effect of
adoption was not material to the Company's financial condition or results of
operations.
 
Earnings Per Share
 
    Earnings per common and common equivalent share is based upon the weighted
average of common and common equivalent shares outstanding during the year.
Primary and fully diluted earnings per share are the same. The weighted average
number of shares includes 371,683 and 294,656 common equivalent shares for
fiscal years 1997 and 1996, respectively, assuming the conversion of options and
warrants which are dilutive. The weighted average number of shares for fiscal
year 1995 include no common equivalent shares since dilutive securities do not
reduce earnings per share by at least 3%.
 
New Accounting Standards
 
    In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("FAS 128"), was issued. FAS 128 is designed to improve the
earnings per share information provided in financial statements by simplifying
the existing standards and guidelines, revising the disclosures required, and
increasing the comparability of earnings per share on an international basis.
FAS 128 is effective for financial statements issued for periods ending after
December 15, 1997 and earlier application is not permitted. The Company will
adopt FAS 128 on its effective date. The Company's earnings per share computed
using FAS 128 is not materially different from earnings per share computed using
the existing standards and guidelines.
 
                                      F10
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
2. Property and Equipment:
 
    The components of property and equipment at February 28, 1997 and February
29, 1996 are as follows:
 
<TABLE>
<CAPTION>
                                               Estimated
                                              Useful Life   February 28,   February 29,
                                                (years)         1997           1996
                                             -------------  -------------  -------------
     <S>                                     <C>            <C>            <C>
     Buildings.............................      30-50      $   1,417,607  $     964,054
     Land..................................       N/A              45,000         58,737
     Leasehold improvements................      5-10             858,980        421,071
     Computer equipment....................       3-5           4,025,803      2,032,816
     Computer software.....................        3              136,959        148,237
     Furniture and fixtures................        5            1,045,300        761,982
     Vehicles..............................       2-4             417,468        139,207
                                                            -------------  -------------
                                                                7,947,117      4,526,104
     Less accumulated depreciation.........                    (3,822,317)    (2,124,135)
                                                            -------------  -------------
                                                            $   4,124,800  $   2,401,969
                                                            -------------  -------------
                                                            -------------  -------------
</TABLE>
 
3. Business Combinations and Disposal:
 
Acquisition of CEM Computers Limited
 
    On February 20, 1997, the Company completed its acquisition of CEM Computers
Limited (CEM) for approximately $3.7 million. CEM, headquartered in Northern
Ireland, principally provides computer equipment, hardware and software support
and systems integration services. The acquisition has been accounted for as a
purchase and accordingly, the purchase price has been allocated to the assets
acquired and the liabilities assumed based on their estimated fair values at the
date of acquisition. The results of operations have been included from February
1, 1997, the effective date of the acquisition. The excess consideration above
the fair value of net assets acquired of approximately $2.5 million has been
recorded as goodwill.
 
    Assuming this acquisition had occurred as of the beginning of the Company's
fiscal year (March 1, 1996), the unaudited pro forma results of operations for
fiscal year 1997 would have been as follows:
 
                                                      Fiscal Year Ended
                                                      February 28, 1997
                                                      -------------------
                          (all amounts in thousands except per share data)

             Revenue.........................                   $  43,779
             Net income......................                   $   1,534
             Earnings per share..............                   $    0.26

 
                                      F11
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
3. Business Combinations and Disposal (Continued):

Acquisition of Smoky Mountain Technologies, Inc.
 
    On April 16, 1996, the Company completed its acquisition of Smoky Mountain,
a software and hardware developer for the financial transaction processing
industry. The Company issued 500,000 shares of its common stock for all of the
outstanding common stock of Smoky Mountain. This transaction has been accounted
for as a pooling of interests; therefore, these financial statements have been
restated to reflect this merger. Smoky Mountain historically prepared its
financial statements on a December 31 year end. Smoky Mountain's fiscal year end
has been changed to conform with the Company's year end and its financial data
is included in the consolidated financial statements for all periods presented
as of the Company's year end.
 
    The stockholders' equity accounts have been adjusted to reflect the
conversion of all of Smoky Mountain's common and preferred stock into 500,000
shares of the Company's common stock. No other adjustments were required to
reflect the consolidation of Smoky Mountain with the Company since the
accounting policies of Smoky Mountain prior to the transaction were
substantially the same as the Company's, and prior to the date of the
acquisition there were no transactions between the companies.
 
    Smoky Mountain's revenue and net income included in the Company's
consolidated statements of operations for the years ended February 29, 1996 and
February 28, 1995 are summarized as follows:
 
                                         Fiscal year ended February 29, 1996
                                        ----------------------------------------
                                                         Smoky
                                           UniComp      Mountain       Total
                                        -------------  ----------  -------------
        Revenue.......................  $  21,305,287  $  985,732  $  22,291,019
        Net income (loss).............      2,061,938      (2,428)     2,059,510

 
                                         Fiscal year ended February 29, 1995
                                        ----------------------------------------
                                                         Smoky
                                           UniComp      Mountain       Total
                                        -------------  ----------  -------------
        Revenue.......................  $  17,798,566  $  526,018  $  18,324,584
        Net income (loss).............      1,637,715     (16,037)     1,621,678
 
Acquisition of Advec Limited
 
    On August 1, 1995, the Company acquired certain assets and liabilities of
Advec Limited in the United Kingdom under an asset purchase agreement for
approximately $420,000. The acquisition has been accounted for as a purchase and
accordingly, the purchase price has been allocated to the assets acquired and
the liabilities assumed based on their estimated fair values at the date of
acquisition. The results of operations have been included from August 1, 1995,
the date of acquisition. The excess consideration above the fair value of net
assets acquired of approximately $395,000 has been recorded as goodwill.
 
                                      F12
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
3. Business Combinations and Disposal (Continued):

Disposition of Dominion Sound Systems, Plc.
 
    In fiscal year 1995, the Company sold the capital stock of Dominion Sound
Systems, Plc. ("Dominion") in exchange for the assumption of the net liabilities
of Dominion in the amount of $154,208. The resulting gain was recognized and is
included in other income.
 
Acquisition of CI Computer Software Limited
 
    In fiscal year 1995, the Company acquired the capital stock of CI Computer
Software Limited, a United Kingdom company, in exchange for $20, assumption of
net liabilities and forgiveness of a working capital advance in the amount of
approximately $200,000. The business combination was accounted for as a purchase
and accordingly, the purchase price has been allocated to the assets acquired
and the liabilities assumed based on their estimated fair values at the date of
acquisition. The results of operations are included from September 18, 1994, the
date of acquisition. The excess consideration above the fair value of net assets
acquired of approximately $333,000 has been recorded as goodwill.
 
4. Income Taxes:
 
    The significant components of income tax expense (benefit) are as follows:

                                                  Fiscal Year
                                         -------------------------------
                                           1997       1996       1995
                                         ---------  ---------  ---------
                                         (all amounts are in thousands)
       Current provision:
         Federal.......................  $       4  $      14  $  --
         State.........................         37         43         11
         Foreign.......................        130         80        188
       Deferred provision:
         Federal.......................        176       (307)       (14)
         State.........................          4     --         --
         Foreign.......................        (39)       373        310
                                         ---------        ---  ---------
                                         $     312  $     203  $     495
                                         ---------        ---  ---------
                                         ---------        ---  ---------
 
                                      F13
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
4. Income Taxes (Continued):

    A reconciliation of the provision for income taxes to the amount computed by
applying the statutory federal income tax rate to income before income taxes is
as follows:

<TABLE>
<CAPTION>
                                                                          Fiscal Year
                                                                 -------------------------------
                                                                   1997       1996       1995
                                                                 ---------  ---------  ---------
       <S>                                                       <C>        <C>        <C> 
                                                                 (all amounts are in thousands)
       
       Income tax at statutory rate............................  $     625  $     770  $     716
       State income taxes (net of federal tax deduction).......         28         29          7
       Impact of foreign taxes.................................        (13)       (52)      (126)
       Utilization of federal net operating losses.............         --       (238)      (112)
       Reduction of deferred tax asset valuation allowance.....         --       (302)       --
       Reduction of U.K. cumulative liability..................       (320)       --         --
       Other...................................................         (8)        (4)        10
                                                                 ---------  ---------  ---------
             Tax expense.......................................  $     312  $     203  $     495
                                                                 ---------  ---------  ---------
                                                                 ---------  ---------  ---------
</TABLE>
 
    An analysis of the net deferred income tax liability is as follows:

                                                            February 28,
                                                         --------------------
                                                           1997       1996
                                                         ---------  ---------
                                                         (all amounts are in
                                                              thousands)
       Current deferred assets:
       Net operating loss carryforward.................  $      32  $   --
       Other...........................................         29      --
                                                         ---------  ---------
               Current deferred assets.................  $      61  $   --
       
       Long-term deferred assets:
       Net operating loss carryforward.................  $      99  $     349
                                                         ---------  ---------
               Total deferred assets...................  $     160  $     349
                                                         ---------  ---------
                                                         ---------  ---------
       Long-term deferred liabilities:
       Capitalized software development costs..........  $     839  $     550
       Depreciation from foreign operations............       (406)      --
       Other...........................................       --          (31)
                                                         ---------  ---------
               Total deferred liabilities..............  $     433  $     519
                                                         ---------  ---------
                                                         ---------  ---------
 
    As of February 28, 1997, the Company has net operating loss carryforwards,
subject to certain limitations under the provisions of Internal Revenue Code 
Section 382, that expire February 28, 2003, 2004, 2005, 2010, and 2011 of 
$14,653, $265,347, $40,000, $48,310, and $18,428, respectively. A deferred tax
asset of $131,491 has been recorded based on the future benefit derived from 
these net operating loss carryforwards.
 
                                      F14
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
5. Related Party Transactions:
 
    During fiscal year 1997, the Company's Board of Directors approved the
exchange of 68,626 shares of the Company's common stock in lieu of $378,130 of
indebtedness owed to the Company by certain officers and affiliated companies.
These shares were recorded as treasury stock and subsequently retired.
 
    Receivables from related parties at February 28, 1997 are comprised of
$353,500 due from certain officers which have borrowed funds from the Company
principally in the form of unsecured 10% notes which mature within one year.
 
6. Leases:
 
    The Company leases office space and automobiles under non-cancelable
operating leases. Rental expense for fiscal years 1997, 1996 and 1995 was
$1,069,212, $1,033,006 and $869,586, respectively.
 
    Future minimum lease payments for operating leases at February 28, 1997 are
as follows:
 

                     1998.........................  $1,399,086
                     1999.........................   1,122,902
                     2000.........................     915,186
                     2001.........................     418,924
                     2002.........................     263,424
                     Thereafter...................      29,280
                                                    ----------
                                                    $4,148,802
                                                    ----------
                                                    ----------

 
7. Lines of Credit:
 
    The Company maintains a line of credit in the United Kingdom which is
secured by certain accounts receivables. The line of credit is utilized for
short-term borrowing for general corporate use. The total outstanding balance on
the line of credit was $3.3 million and interest is charged based on the average
outstanding balance at a variable rate based on the Bank of Ireland's Base
Lending Rate plus 1.75%, or 7.75% as of February 28, 1997.
 
    The Company maintains two lines of credit in the United Kingdom which are
secured principally by $3 million of cash and equivalents which is restricted as
to use. These lines of credit were used to fund the purchase of CEM Computers
Limited (See Note 3). The outstanding balance on the first line of credit was
$2.8 million and interest is charged based on the average outstanding balance at
a variable rate based on LIBOR plus 0.375%, or 6.625% as of February 28, 1997.
The outstanding balance on the second line of credit was $1 million and interest
is charged based on the average outstanding balance at a variable rate based on
LIBOR plus 1.75%, or 8.25%, as of February 28, 1997.
 
                                      F15
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
7. Lines of Credit (Continued):

    The Company maintains separate lines of credit in the United States which
are secured by certain accounts receivables, fixed assets and other assets of
the Company. These lines of credit are used for short-term borrowing for general
corporate use. Interest is charged based on the average outstanding balance at a
variable rate based on Prime plus 3%, or 11.25% as of February 28, 1997. The
outstanding balance on the lines of credit was $490,000 as of February 28, 1997.
 
8. Long-Term Debt:
 
Notes Payable
 
    Notes payable as of February 28, 1997 and February 29, 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                                        1997         1996
                                                                     ----------  ------------
<S>                                                                  <C>         <C>
Note payable to the Bank of Ireland, interest at a variable rate of
  LIBOR plus 1.75%, or 8.25% as of February 28, 1997,
  collateralized by a building in Northern Ireland, payable in
  quarterly installments of approximately $17,500 through July
  2005.............................................................  $  621,563  $    654,075
Note payable to the Bank of Ireland, interest at a variable rate of
  LIBOR plus 1.75%, or 8.25% as of February 28, 1997,
  collateralized by certain accounts receivable and other assets of
  the Company, payable in quarterly installments of approximately
  $40,000 through February 1999....................................     487,500       612,000
Other..............................................................     262,428       181,956
                                                                     ----------  ------------
Total notes payable................................................   1,371,491     1,448,031
Less: current portion..............................................     492,428       375,105
                                                                     ----------  ------------
                                                                     $  879,063  $  1,072,926
                                                                     ----------  ------------
                                                                     ----------  ------------
</TABLE>
 
    Maturities of long-term debt are as follows:
 
       1998............................................  $ 492,428
       1999............................................    237,500
       2000............................................    230,000
       2001............................................     70,000
       2002............................................     70,000
       Thereafter......................................    271,563
                                                         -----------
                                                         $1,371,491
                                                         -----------
                                                         -----------
 
                                      F16
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
8. Long-Term Debt (Continued):

Convertible Notes
 
    In fiscal year 1996, the Company issued $2,000,000 aggregate principal
amount of two-year 7% convertible promissory notes. The notes were convertible
at the holder's option as follows: 20% of the principal and accrued interest
were convertible 61 days after issuance, with an additional 20% convertible each
subsequent 10 days into shares of common stock at the lesser of $5.75 per share
or 85% of the market price of the common stock on the date of conversion. As of
February 28, 1997, all of the principal and related accrued interest thereon had
been converted into shares of common stock.
 
9. Stockholders' Equity:
 
    On November 18, 1996 the Company completed a secondary offering of an
additional 1,500,000 shares of common stock at $5.00 per share. The proceeds,
net of underwriters discounts, commissions, and expenses were $5.8 million. In
accordance with this offering, the Company granted warrants to purchase 150,000
shares of the Company's common stock at $8.25 per share. These warrants expire
on November 13, 2001. As of February 28, 1997, these warrants had not been
exercised.
 
    During fiscal year 1997, the Company granted warrants to purchase 175,000
shares of common stock at a weighted average exercise price of $6.50 to its
financial advisors (the "Advisor Warrants") and warrants to purchase 95,000
shares of common stock at a weighted average price of $5.32 to its investor
relations advisors (the "Investor Relations Warrants"). The Company recorded
$54,000 of consulting expense during fiscal year 1997 in association with the
granting of these warrants based on the fair value of the services received in
exchange for the warrants. The Advisor Warrants and Investor Relations Warrants
expire on July 15, 2001 and November 21, 1998, respectively. As of February 28,
1997, none of the warrants had been exercised.
 
    In accordance with the issuance of the convertible promissory notes in
fiscal year 1996, the Company granted warrants to purchase 25,000 shares of the
Company's common stock at $6.90 per share. As of February 28, 1997, these
warrants had not been exercised.
 
    The Company held 130,000 shares of common stock in treasury at February 28,
1997. Treasury stock is held at cost and presented as a reduction of
stockholders' equity. These treasury shares are intended to be issued as options
are exercised under the Company's Long Term Incentive Plan and Director
Incentive Plan.
 
                                      F17
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
10. Commitments and Contingencies:
 
    In connection with its acquisition in 1993 of ICS Computing Group, Limited,
the Company incurred a claim by the seller related to pension overfunding. The
Company believes that it has adequate defenses to this claim such that the
expected outcome would not be material to the Company's results of operations or
financial condition. The Company is not presently a party to any material
litigation, nor to the knowledge of management is any material litigation
threatened against the Company. There are no other significant pending legal
proceedings, other than routine litigation incidental to the Company's business.
 
11. Supplemental Cash Flow Information:
 
    Cash paid for interest totaled $324,459, $249,307 and $245,682 in fiscal
years 1997, 1996 and 1995, respectively.
 
    The Company paid income taxes of $164,650, $262,559 and $12,684 in fiscal
years 1997, 1996 and 1995, respectively.
 
    On February 20, 1997, the Company acquired CEM Computers Limited for $3.7
million. The entire purchase price was financed with debt and therefore has been
accounted for in the statement of cash flows as a non-cash transaction.
 
    During fiscal years 1997 and 1996, convertible notes with principal amounts
of $20,000 and $1,980,000, respectively, were converted into shares of common
stock in non-cash transactions.
 
    During fiscal year 1997, 68,626 shares of the Company's common stock were
exchanged in a non-cash transaction in lieu of $378,130 of indebtedness owed to
the Company by certain officers and affiliated companies.
 
                                      F18
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
12. Segment Information:
 
    The Company operates in one business segment, the providing of computer
hardware and software systems and services. The vast majority of the Company's
revenue is generated from products and services provided in the United States
and Europe, although the Company does have customers in over 30 countries. The
following table illustrates a summary of the operations by geographic area.
 
                                             United States     Europe
                                             -------------  -------------
      Fiscal Year 1997
      Revenue..............................  $   4,203,778  $  20,947,271
      Cost of sales........................      1,147,873      9,345,401
      Gross profit.........................      3,055,905     11,601,870
      SG&A expense.........................      1,993,355      9,848,412
      Depreciation.........................         93,913        647,818
      Operating income.....................        968,637      1,105,640
      Total assets.........................  $   9,963,800  $  21,094,981

      Fiscal Year 1996
      Revenue..............................  $   3,632,543  $  18,658,476
      Cost of sales........................      1,044,433      6,933,289
      Gross profit.........................      2,588,110     11,725,187
      SG&A expense.........................      2,087,798      8,960,633
      Depreciation.........................         59,082        650,776
      Operating income.....................        441,230      2,113,778
      Total assets.........................  $   3,498,816  $  13,173,237

      Fiscal Year 1995
      Revenues.............................  $   2,796,697  $  15,527,887
      Cost of sales........................        905,517      5,536,727
      Gross profit.........................      1,891,180      9,991,160
      SG&A expense.........................      1,294,026      7,720,017
      Depreciation.........................         57,108        594,443
      Operating income.....................        291,510      1,925,236
      Total assets.........................  $   1,068,747  $   8,889,364
 
    The Company sells its products and services to a variety of customers. No
individual customer accounted for more than 10% of Company revenue during fiscal
years 1997, 1996 or 1995.
 
                                      F19
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
13. Employee Benefit Plans:
 
Defined Benefit Pension Plan
 
    The Company maintains a defined benefit pension plan in the United Kingdom
which is designed to provide death and retirement benefits for eligible
employees. On April 1, 1997, the Company also began to operate a defined
contribution pension plan in the United Kingdom. After April 1, 1997, any new
employees eligible to participate in the Company's pension plan may only join
the defined contribution pension plan. Additionally, employees enrolled in the
defined benefit pension plan may transfer to the defined contribution plan if
they elect to do so. The pension costs associated with the defined benefit
pension plan are assessed in accordance with the advice of a qualified actuary.
Actuarial assumptions used as of February 28, 1997 included a 9% long-term rate
of return on assets, a 8.5% discount rate and a salary increase of 5% as well as
the following:
 
    - Benefit formula: annual pension to be 1/60 of final pensionable salary for
      each year of pensionable service, subject to a maximum fraction of 2/3.
 
    - Funding policy: the employer contributes to the fund at rates determined
      by the actuary. Employees contribute in accordance with the plan.
 
    - Assets held are fixed interest securities and deferred annuities insurance
      policies.
 
    Cost components for fiscal year 1997 (in 000's):
 
       Service cost............................................. $     122
        Interest cost............................................       333
        Return on assets.........................................      (376)
        Amortization and deferral of period service costs........        11
                                                                  ---------
          Net periodic pension cost.............................. $      90
                                                                  ---------
                                                                  ---------
      Reconciliation of funded status as of 
       February 29, 1997 (in 000's):
        Accrued benefits obligation.............................. $   3,976
                                                                  ---------
                                                                  ---------
        Project benefit obligation............................... $   4,155
        Assets at market value...................................     4,998
                                                                  ---------
          Funded status..........................................       843
        Unrecognized transitions asset...........................       (59)
        Unrecognized gain........................................      (342)
                                                                  ---------
          Prepaid pension expense................................ $     442
                                                                  ---------
                                                                  --------- 
 
                                      F20
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
13. Employee Benefit Plans (Continued):

401(k) Retirement Savings Plan
 
    The Company maintains a defined contribution 401(k) profit-sharing plan and
trust (the "401(k) Plan") in the United States. To be eligible to participate in
the 401(k) Plan (the "Plan Eligibility Requirements"), an employee must be 21
years of age, work at least 30 hours per week and be employed for 1 month. After
satisfying the Plan Eligibility Requirements, employees of the Company may
enroll in the 401(k) Plan on the first of any month. A participating employee,
by electing to defer a portion of his or her compensation, may make pretax
contributions to the 401(k) Plan, subject to limitations under the Code, of a
percentage (not to exceed 15%) of his or her total compensation. The Company
contributes 50% of every dollar the participant contributes up to a total of 2%
of the participant's gross compensation. Participant contributions and earnings
are 100% vested at all times, while Company-matching contributions vest in 20%
increments over a five-year period beginning one year after the employees
eligibility date. Participants may alter their contribution amounts at any time.
Employees are responsible for directing the investments of all assets in their
individual account. Contributions may be withdrawn, with possible penalties for
certain early withdrawals, only after (i) the employee reaches age 59 , (ii) the
employee's retirement with the Company, (iii) the employee's death or
disability, (iv) the termination of the employee's employment with the Company,
or (v) the termination of the 401(k) Plan. The Company pays all expenses
associated with the 401(k) Plan.
 
Stock Option Plan
 
    The Company maintains a Long Term Incentive Plan (the "LTI Plan") under
which options to purchase shares of the Company's common stock have been granted
to eligible employees. There are a total of 1,200,000 shares of common stock
available for award under the LTI Plan which is administered by the Compensation
Committee of the Board of Directors. Option activity under the LTI Plan is
summarized as follows:
 
<TABLE>
<CAPTION>
                                                                            February     February     February
                                                                               28,          29,          28,
                                                                              1997         1996         1995
                                                                           -----------  -----------  -----------
<S>                                                                        <C>          <C>          <C>
Shares under option at beginning of year.................................     572,500      980,000      690,000
  Granted................................................................     375,000       12,500      300,000
  Exercised..............................................................      (6,000)    (162,500)      --
  Forfeited..............................................................      --         (257,500)     (10,000)
                                                                           -----------  -----------  -----------
Shares under option at end of year.......................................     941,500      572,500      980,000
                                                                           -----------  -----------  -----------
                                                                           -----------  -----------  -----------
Shares under option exercisable at end of year...........................     291,496       70,000       --
                                                                           -----------  -----------  -----------
                                                                           -----------  -----------  -----------
Shares available for future grant........................................      90,000      465,000      220,000
                                                                           -----------  -----------  -----------
                                                                           -----------  -----------  -----------
</TABLE>
 
    The exercise price of options exercised under the LTI Plan during fiscal
year 1997 was $3.31. The weighted average exercise price of shares under option
as of February 28, 1997 was $4.11.
 
                                      F21
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
13. Employee Benefit Plans (Continued):

    All options granted have exercise prices of 100% of the market value at the
date of grant and are generally exercisable at the rate of 25% per year
beginning two years from date of grant. Options expire 10 years from the date of
grant unless otherwise specified in the option agreement.
 
    In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting of Stock Based
Compensation" ("FAS 123"). FAS 123 requires companies with stock-based
compensation plans either recognize compensation expense based on new fair value
accounting methods or continue to apply the provisions of Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and
disclose pro forma net income and earnings per share assuming the fair value
method had been applied. The Company has elected to follow APB 25 in accounting
for its employee stock options and has not recorded any expense related to the
granting of options to employees in fiscal year 1997.
 
    Pro forma information regarding net income and earnings per share is
required by SFAS 123, and has been determined as if the Company had accounted
for its employee stock options under the fair value method. The fair value for
these options was estimated at the date of grant using the Black-Scholes option
pricing model with the following weighted average assumptions: risk-free
interest rate of 5.92%; volatility factor of the expected market price of the
Company's common stock of 52%; and a weighted average expected life of the
options of 2 years. The Black Scholes option valuation model requires input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different than those the Black Scholes option valuation model was designed to
value, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable measure of the fair value of its employee
stock options. The Company's pro forma information required under FAS 123 is as
follows:

                                                             Fiscal Year
                                                         --------------------
                                                           1997       1996
                                                         ---------  ---------
                                                         (in thousands except
                                                           per share data)
     Net income as reported............................. $   1,526  $   2,059
     Pro forma net income............................... $   1,428  $   2,043

     Earnings per share as reported..................... $    0.26  $    0.40
     Pro forma earnings per share....................... $    0.24  $    0.39

 
                                      F22
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 
14. Significant Risks and Uncertainties:
 
    The Company's operating results and financial condition can be impacted by a
number of factors, including but not limited to any of the following which could
cause actual results to vary materially from current and historical results or
the Company's anticipated future results.
 
    The business of the Company is subject to national and worldwide economic
and political influences such as recession, political instability, the economic
strength of governments, and rapid change in technology. The Company's operating
results are dependent on its ability to rapidly develop, manufacture, and market
innovative products that meet customers demands. Inherent in this process are a
number of risks that the Company must manage in order to achieve favorable
operating results. The process of developing new high technology products is
complex and uncertain, requiring innovative designs and features that anticipate
customer needs and technological trends. The products, once developed, must be
manufactured and distributed in sufficient volumes at acceptable costs to meet
demand. The development of such products involve risks and uncertainties,
including but not limited to risk of product demand, market acceptance, economic
conditions, competitive products and pricing, difficulties in product
development, commercialization, technology, and other risks. The Company's
success will depend on the level of market acceptance and enhancements to the
market on a timely and cost effective basis, and its ability to maintain a labor
force sufficiently skilled to compete in the current environment.
 
    While management believes that the Company's financing needs for the
foreseeable future will be satisfied from cash flows from operations and the
Company's existing credit facilities, unforeseen events and adverse economic or
business trends may significantly increase cash demands beyond those currently
anticipated that affect the Company's ability to generate or raise cash to
satisfy financing needs.
 
    The Company derives its revenue primarily from operations in Northern
Ireland. It is reasonably possible that this concentration of revenue makes the
Company vulnerable to the risk of a near-term severe impact due to unforeseen
political and economic forces, as well as exchange rate fluctuations.
 
    As a result of the above and other factors, the Company's operations and
financial position can vary significantly from quarter-to-quarter and
year-to-year. These variations may contribute to volatility in the market for
the Company's common stock.
 
                                      F23
<PAGE>
                         UniComp, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)
 

15. Quarterly Consolidated Results of Operations (unaudited)

                                     Fiscal Year Ended February 28, 1997
                                 -------------------------------------------
                                  First      Second       Third      Fourth
                                 Quarter     Quarter     Quarter     Quarter
                                 -------     -------     -------     -------
                                    (in thousands, except per share data)
       Revenue...............    $5,884      $5,735      $6,625      $6,906 
       Gross Profit..........     3,444       3,433       4,194       3,586
       Net Income............    $  461      $  282      $  573      $  211
       Earnings Per Share....    $ 0.09      $ 0.05      $ 0.10      $ 0.03


16. Fourth Quarter Adjustments:
 
    During the fourth quarter of fiscal 1997, the Company recognized an income
tax credit of $320,000 related to a reduction of the cumulative deferred tax
liability in the United Kingdom. Also during the fourth quarter of 1997, the
Company recorded an additional prepaid pension asset of $215,000 related to the
defined benefit pension plan in the United Kingdom based on the computation of
its actuarial determination of net periodic pension cost.
 
    At the end of fiscal year 1997, the Company began a program to allow key 
payment processing customers the ability to outsource the installation, help 
desk, deployment and on-site support to the Company, thereby allowing these 
customers to focus on processing transactions rather than installing and 
maintaining equipment. Under the new program, one time license fees are 
replaced by monthly processing fees which ties the Company into a 
longer-term, recurring revenue relationship with these customers. In May 
1997, the Company entered into an agreement where one of its customers 
requested that the Company allow it to return systems it had previously 
purchased to be installed under the new contract terms. Because total revenue 
expected to be generated from the customer over the next two to three years 
is anticipated to be significantly increased under the new program as 
compared to the one time license fee arrangement, the Company made a 
strategic decision to enter into the new agreement even though it called for 
the return of previously sold systems. As a result of this new agreement, 
during the fourth quarter the Company reversed $430,000 of revenue and the 
related cost as a result of the return provisions.

    During the fourth quarter of fiscal 1996, the Company recognized an income
tax credit of $302,000 to recognize the United States deferred tax asset related
to net operating loss carryforwards. Also during the fourth quarter of 1996, the
Company recorded a prepaid pension asset of $227,000 related to the defined
benefit pension plan in the United Kingdom based on the computation of its
actuarial determination of net periodic pension cost.
 
                                      F24

<PAGE>

                         UNICOMP, INC. AND SUBSIDIARIES
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
            FOR THE YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 
                             AND FEBRUARY 28, 1995
 
<TABLE>
<CAPTION>
                                                 BALANCE
                                                  AT THE      CHARGED TO   CHARGED TO
                                               BEGINNING OF   COSTS AND      OTHER                        BALANCE AT
                                                THE PERIOD     EXPENSES     ACCOUNTS    DEDUCTIONS       END OF PERIOD
                                               ------------   ----------   ----------   -----------      -------------
<S>                                            <C>            <C>          <C>          <C>              <C>
Year ended February 28, 1995
  Accounts receivable allowance..............    $ 66,194      $ 80,710     $10,759     $   (30,657)       $127,006
  Deferred tax asset valuation allowance.....    $737,751                               $  (197,751)(1)    $540,000
 
Year ended February 29, 1996
  Accounts receivable allowance..............    $127,006      $110,296                 $   (99,424)       $137,878
  Deferred tax asset valuation allowance.....    $540,000                               $  (540,000)(2)    $      0

Year ended February 28, 1997
  Accounts receivable allowance..............    $137,878      $ 68,703     $22,063     $    (6,547)       $222,097

</TABLE>
 
------------------------
 
(1) To adjust the valuation allowance to reflect the utilization of net
    operating losses during the year.
 
(2) To adjust the valuation allowance to reflect the utilization of net
    operating losses during the year and realization of remaining deferred tax
    asset.