8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

         Date of report (Date of earliest event reported): March 24, 2010

Unico American Corporation

 (Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

0-3978	95-2583928
(Commission File Number)	(IRS Employer Identification No.)
23251 Mulholland Drive
Woodland Hills, California	91364
(Address of Principal Executive Offices)	(Zip Code)

(818) 591-9800

(Registrant's Telephone Number, Including Area Code)

(Former name or former address, if changed since last Report.)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act

         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

         CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the

         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the

         Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.  Results of Operations and Financial Condition.

On March 29, 2010, the Registrant issued a news release announcing its results of operations for the year ended December 31, 2010.  A copy of the news release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 24, 2010, the Board of Directors of Unico American Corporation (the Company) voted to ammend the Employment Agreements between the Company and each of Cary L. Cheldin, Chairman of the Board of Directors, President and Chief Executive Officer of the Company, Lester A. Aaron, Treasurer and Chief Financial Officer of the Company, and  Terry L. Kinigstein, Vice President & General Counsel and Secretary of the Company, effective as of January 1, 2010.  Each of Messrs. Cheldin, Aaron and Kinigstein are also Directors of the Company. The amendments extended the term of each the Employment Agreements by one year and fixed the minimum annual base salary of each officer at the amount of his existing annual base salary.  As a result of these amendments, the term of Messrs. Cheldin, Aaron and Kinigstein's Employment Agreements end on December 31, 2014, December 31, 2012 and December 31, 2012, respectively, and the minimum annual base salary of each under his Employment Agreement is $315,000  $237,000 and $198,300, respectively

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

99.1                      News Release dated March 29, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                             UNICO AMERICAN CORPORATION

                                                             (Registrant)

Date: March 29, 2010                        By:   /s/ Lester A. Aaron

                                                             Name:   Lester A. Aaron

                                                             Title:   Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release dated March 29, 2010

EX-99.1

EXHIBIT 99.1

NEW RELEASE

CONTACT:  Mark Collinson

CCG Investor Relations

310-477-9800, ext. 117

10960 Wilshire Blvd., Suite 2050

Los Angeles, CA  90024

UNICO AMERICAN CORPORATION REPORTS

FOURTH QUARTER AND FULL YEAR 2009 FINANCIAL RESULTS

Woodland Hills, CA, March 29, 2010 – Unico American Corporation (NASDAQ – “UNAM”) (“Unico,” the “Company”), announced today its consolidated financial results for the three and twelve months ended December 31, 2009.  For the three months ended December 31, 2009, revenues were $10.1 million and net income was $0.6 million ($0.11 diluted income per share) compared with revenues of $11.2 million and net income of $2.1 million ($0.37 diluted income per share) for the three months ended December 31, 2008.  For the twelve months ended December 31, 2009, revenues were $41.6 million and net income was $2.9 million ($0.53 diluted income per share) compared with revenue of $46.8 million and net income of $5.3 million ($0.93 diluted income per share) for the twelve months ended December 31, 2008.

As of December 31, 2009, the Company had cash and investments (at amortized cost) of $137.7 million.  $128.4 million, or 93% of these investments were fixed maturity investments, and 81% of those fixed maturity investments were U.S. treasury securities.

Stockholders’ equity was $73.3 million as of December 31, 2009, or $13.82 per common share including unrealized after-tax investment gains of $2.7 million, compared to Stockholders’ equity of $77.0 million as of December 31, 2008, or $13.81 per common share including unrealized after-tax investment gains of $4.9 million.  The Company paid cash dividends to shareholders of $0.18 per share on May 1, 2009 and $0.18 per share on December 29, 2009.    

Cary Cheldin, Chairman of the Board of Directors and Chief Executive Officer of the Company stated, “The results of our fourth quarter reflect an extremely-soft marketplace and surprisingly- low interest rates.  Nonetheless, we remain well capitalized and we are progressing in the development of new platforms to support our long-term success.”

Crusader’s Fourth Quarter Operational Highlights

·   Product Development Activity:

o   The Artisan Contractor Program of Crusader Insurance Company, a wholly owned subsidiary of the Company through which the Company underwrites property and casualty insurance (Crusader), was re-introduced with a broadening of eligibility to trades previously excluded and, with rule and form changes.

o   Crusader’s Convenience Stores Program expanded to an even wider segment of the grocery and retail business.

o   Crusader implemented a significant overhaul to its Self-Serve Coin Laundry Program.  The overhaul included rate reductions and broadened coverage options.

·   Sales Force Activity:

o   Strategic selection and appointment of four new agents to Crusader during the quarter brought the agency force to a total of sixteen agents.

o   The Apartment Buildings program became the first to give agents efficient, 24/7 internet processing access.

o   Promotional activity with agents was stepped-up, including more program-specific mailings, trade-show appearances and magazine advertisements.

o   Through an alliance with an independent wholesaler, Crusader added 750 new brokers to its base of retail distributors.

·   Market Conditions and Outlook:

o   The insurance marketplace continues to be intensely competitive as more insurers are competing for the same customers.  Many of Crusader’s competitors price their insurance at rates that the Company believes are inadequate to support an underwriting profit.  The Company does not know how long the current market conditions will continue.

Additional information on the Company's full year results will be available in the Company’s Financial Statements and Management's Discussion and Analysis contained in its Annual Report on Form 10-K, which will be filed with the Securities and Exchange Commission.

Headquartered in Woodland Hills, California, Unico is an insurance holding company that underwrites property and casualty insurance through its insurance company subsidiary; provides property, casualty, and health insurance through its agency subsidiaries; and through its other subsidiaries provides insurance premium financing and membership association services. Unico has conducted the majority of its operations through its subsidiary Crusader Insurance Company since 1985. For more information concerning Crusader Insurance Company, please visit the Crusader’s Web site at www.crusaderinsurance.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements contained herein that are not historical facts are forward-looking. These statements, which may be identified by forward-looking words or phrases such as “anticipate,” “believe,” ”expect,” “intend,” “may,” “should,” and “would,” involve risks and uncertainties, many of which are beyond the control of the Company. Such risks and uncertainties could cause actual results to differ materially from these forward-looking statements. Factors which could cause actual results to differ materially include underwriting actions not being effective, rate increases for coverages not being sufficient, premium rate adequacy relating to competition or regulation, actual versus estimated claim experience, regulatory changes or developments, unforeseen calamities, general market conditions, and the Company’s ability to introduce new profitable products.

Financial Tables Follow –

UNICO AMERICAN CORPORATION

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

UNAUDITED

($ in thousands)

	December 31		December 31
	2009		2008
ASSETS
Investments
Available for sale:
Fixed maturities, at fair value (amortized cost:  December 31,
2009 $128,441; December 31, 2008 $135,540)	$	132,595	$	142,972
Short-term investments, at cost		9,158		9,502
Total Investments		141,753		152,474
Cash		119		28
Accrued investment income		764		1,301
Premium and notes receivable, net		4,365		4,681
Reinsurance recoverable:
Paid losses and loss adjustment expenses		453		114
Unpaid losses and loss adjustment expenses		16,176		19,816
Deferred policy acquisition costs		4,956		5,220
Property and equipment (net of accumulated depreciation)		221		360
Deferred income taxes		633		-
Other assets		669		609
Total Assets	$	170,109	$	184,603
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Unpaid losses and loss adjustment expenses	$	71,585	$	78,655
Unearned premium		18,812		19,962
Advance premium and premium deposits		1,034		1,193
Income taxes payable		-		559
Deferred income taxes		-		795
Accrued expenses and other liabilities		5,363		6,481
Total Liabilities	$	96,794	$	107,645
STOCKHOLDERS'  EQUITY
Common stock, no par – authorized 10,000,000 shares; issued and
outstanding shares 5,306,204 at December 31, 2009, and 5,574,315 at
December 31, 2008	$	3,437	$	3,569
Accumulated other comprehensive income		2,742		4,905
Retained earnings		67,136		68,484
Total Stockholders’ Equity	$	73,315	$	76,958
Total Liabilities and Stockholders' Equity	$	170,109	$	184,603

UNICO AMERICAN CORPORATION

 AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

($ in thousands, except per share)

	Three Months Ended				Twelve Months Ended
	December 31				December 31
	2009		2008		2009		2008
REVENUES
Insurance Company Revenues
Premium earned	$	9,866	$	10,202	$	40,051	$	42,721
Premium ceded		2,326		2,125		9,276		8,771
Net premium earned		7,540		8,077		30,775		33,950
Net investment income		946		1,336		4,325		5,829
Net realized investment gains		-		-		-		6
Other income		262		211		837		743
Total Insurance Company Revenues		8,748		9,624		35,937		40,528
Other Revenues from Insurance Operations
Gross commissions and fees		1,229		1,406		5,301		5,706
Investment income		-		10		1		61
Finance charges and fees		90		107		369		460
Other income		4		3		9		14
Total Revenues		10,071		11,150		41,617		46,769
EXPENSES
Losses and loss adjustment expenses		5,193		3,566		19,546		20,593
Policy acquisition costs		1,842		2,047		7,612		8,261
Salaries and employee benefits		1,185		1,302		5,200		5,631
Commissions to agents/brokers		229		320		1,090		1,280
Other operating expenses		901		735		4,005		3,020
Total Expenses		9,350		7,970		37,453		38,785
Income Before Taxes		721		3,180		4,164		7,984
Income tax provision		125		1,083		1,237		2,701
Net Income	$	596	$	2,097	$	2,927	$	5,283
PER SHARE DATA:
Basic
Earnings Per Share	$	0.11	$	0.38	$	0.53	$	0.94
Weighted Average Shares		5,394		5,584		5,507		5,615
Diluted
Earnings Per Share	$	0.11	$	0.37	$	0.53	$	0.93
Weighted Average Shares		5,438		5,622		5,548		5,656

UNICO AMERICAN CORPORATION

 AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

($ in thousands)

	For the Twelve Months Ended
	December 31
	2009			2008
Cash Flows from Operating Activities:
Net Income	$	2,927		$	5,283
Adjustments to reconcile net income to net cash from operations
Depreciation		196			212
Bond amortization, net		224			287
Net realized gain on sale of fixed maturities		-			(6	)
Changes in assets and liabilities
Premium, notes and investment income receivable		853			639
Reinsurance recoverable		3,301			8,813
Deferred policy acquisition costs		264			503
Other assets		129			48
Unpaid losses and loss adjustment expenses		(7,069	)		(16,076	)
Unearned premium		(1,151	)		(2,781	)
Advance premium and premium deposits		(158	)		(967	)
Accrued expenses and other liabilities		(1,119	)		1,442
Income taxes current/deferred		(1,061	)		927
Net Cash (Used) by Operating Activities		(2,664	)		(1,676	)
Cash Flows from investing Activities
Purchase of fixed maturity investments		(36,074	)		(63,595	)
Proceeds from maturity of fixed maturity investments		42,950			67,260
Proceeds from sale of fixed maturity investments		-			506
Net decrease (increase) in short-term investments		344			(2,146	)
Additions to property and equipment		(58	)		(14	)
Net Cash Provided by Investing Activities		7,162			2,011
Cash Flows from financing Activities
Dividends paid to shareholders’		(2,448	)		-
Repurchase of common stock		(1,959	)		(416	)
Net Cash (Used) by Financing Activities		(4,407	)		(416	)
Net increase (decrease) in cash		91			(81	)
Cash at beginning of period		28			109
Cash at End of Period	$	119		$	28
Supplemental Cash Flow Information
Cash paid during the period for:
Interest		-			-
Income taxes	$	2,309		$	1,800