SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
UNISERVICE CORPORATION
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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UNISERVICE CORPORATION
1900 Glades Road, Suite 351, Boca Raton, Florida 33431
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on November 17, 1999
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To the Shareholders
of Uniservice Corporation:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders
(the "Annual Meeting") of Uniservice Corporation, a Florida corporation (the
"Company"), will be held at 9:30 a.m., local time, on November 17, 1999, at the
Courtyard Marriott, 2000 N.W. Executive Court, Boca Raton, Florida 33431 for the
following purposes:
(1) To elect six members to the Company's Board of Directors to
hold office until the Company's 2000 Annual Meeting of
Shareholders or until their successors are duly elected and
qualified;
(2) To ratify the appointment of Spear, Shafer, Harmon & Co.,
independent certified public accountants, as the Company's
auditors; and
(3) To transact such other business as may properly come before
the Annual Meeting and any adjournments or postponements
thereof.
The Board of Directors has fixed the close of business on October 5,
1999 as the record date for determining those shareholders entitled to notice
of, and to vote at, the Annual Meeting and any adjournments or postponements
thereof.
Whether or not you expect to be present, please sign, date and return
the enclosed proxy card in the enclosed pre-addressed envelope as promptly as
possible. No postage is required if mailed in the United States.
By Order of the Board of Directors
RICARDO VILENSKY
President and Chief
Executive Officer
Boca Raton, Florida
October 18, 1999
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. ALL SHAREHOLDERS ARE RESPECTFULLY URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A
PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE
THEIR SHARES IN PERSON.
<PAGE>
1999 ANNUAL MEETING OF SHAREHOLDERS
OF
UNISERVICE CORPORATION
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PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Uniservice Corporation, a Florida corporation (the
"Company"), of proxies from the holders of the Company's Common Stock, par value
$.0001 per share (the "Common Stock"), for use at the 1999 Annual Meeting of
Shareholders of the Company to be held at 9:30 a.m., local time, on November 17,
1999, at the Courtyard Marriott, 2000 N.W. Executive Court, Boca Raton, Florida
33431 or at any adjournment(s) or postponement(s) thereof (the "Annual
Meeting"), pursuant to the foregoing Notice of Annual Meeting of Shareholders.
The approximate date that this Proxy Statement and the form of proxy
are first being sent to shareholders is October 18, 1999. Shareholders should
review the information provided herein in conjunction with the Company's 1998
Annual Report on Form 10-KSB, which accompanies this Proxy Statement. The
Company's principal executive offices are located at 1900 Glades Road, Suite
351, Boca Raton, Florida 33431, and its telephone number is (561) 416-8930.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any shareholder giving the proxy so desire. Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Assistant Secretary at the Company's headquarters a written revocation or duly
executed proxy bearing a later date; however, no such revocation will be
effective until written notice of the revocation is received by the Company at
or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy is to be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone. The Company's employees will
receive no compensation for soliciting
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proxies other than their regular salaries. The Company may request banks,
brokers and other custodians, nominees and fiduciaries to forward copies of the
proxy material to their principals and to request authority for the execution of
proxies. The Company may reimburse such persons for their expenses in so doing.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider and
vote upon the following matters:
(1) The election of six members to the Company's Board of
Directors to serve until the Company's 2000 Annual Meeting of
Shareholders or until their successors are duly elected and
qualified;
(2) To ratify the appointment of Spear, Shafer, Harmon & Co.,
independent certified public accountants, as the Company's
auditors; and
(3) To transact such other business as may properly come before
the Annual Meeting and any adjournments or postponements
thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted for the election of the six nominees for director named below. In
the event a shareholder specifies a different choice by means of the enclosed
proxy, his shares will be voted in accordance with the specification so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on October 5,
1999, as the record date (the "Record Date") for determining shareholders of the
Company entitled to notice of and to vote at the Annual Meeting. As of the
Record Date, there were 1,445,000 shares of Class A Common Stock issued and
outstanding, all of which are entitled to be voted at the Annual Meeting. Each
share of Class A Common Stock is entitled to one vote on each matter submitted
to shareholders for approval at the Annual Meeting. As of the Record Date, there
were 1,400,000 shares of Class B Common Stock issued and outstanding, all of
which are entitled to be voted at the Annual Meeting. Each share of Class B
Common Stock is entitled to ten votes on each matter submitted to shareholders
for approval at the Annual Meeting. Shareholders do not have the right to
cumulate their votes for directors.
The attendance, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Directors will be elected by a plurality of
the votes cast by the
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shares of Common Stock represented in person or by proxy at the Annual Meeting.
Ratification of appointment of the Company's auditors and other matters that may
be submitted to a vote of the shareholders, will require the affirmative vote of
the majority of the shares of the Company's Common Stock at the Annual Meeting
in person or by proxy, unless such matter is one for which a greater vote is
required by law or by the Company's Articles of Incorporation or By-Laws. If
less than a majority of outstanding shares entitled to vote are represented at
the Annual Meeting, a majority of the shares so represented may adjourn the
Annual Meeting to another date, time or place, and notice need not be given of
the new date, time or place if the new date, time or place is announced at the
meeting before an adjournment is taken.
Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of shares of Common Stock represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive, count and
tabulate ballots and votes and determine the results thereof. Abstentions will
be considered as shares present and entitled to vote at the Annual Meeting and
will be counted as votes cast at the Annual Meeting, but will not be counted as
votes cast for or against any given matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of October 5, 1999, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person who is known by the Company to own beneficially more than 5% of its
Common Stock, (ii) each director and nominee for director, (iii) each Named
Executive Officer (as defined herein), and (iv) all directors and executive
officers as a group. Unless otherwise set forth, the addresses for the
individuals named below is Carmencita 25, Suite 102, Santiago, Chile.
<TABLE>
<CAPTION>
Number of Shares
Name and Address of of Common Stock Ownership Voting
Beneficial Owner Beneficially Owned(7) Percentage Percentage
- ---------------- --------------------- ---------- ----------
<S> <C> <C> <C>
Ricardo Vilensky 1,400,000(1)(2) 49.2% 90.7%(3)
Mauricio Aguirre 2,000 -0- -0-
Juan Carlos Cerda -0- -0- -0-
Avram Fritch -0- -0- -0-
David Mayer(4) 6,800 .2% -0-
Sergio Vivanco -0- -0- -0-
Inversiones e Inmobiliaria
Kyoto Limitada(6) 1,399,900(5) 49.2% 90.7%(3)
All executive officers and
directors as a group (6 persons) 1,408,800 49.5% 90.7%
- --------------------
</TABLE>
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(1) Represents 1,400,000 shares of Class B Common Stock that have 10 votes
for each share of Class B Common Stock held.
(2) Includes 1,399,900 shares of Class B Common Stock issued to Kyoto in
connection with the stock purchases of August 1998. Kyoto is owned and
controlled by Mr. Vilensky. See "Certain Relationships and Related
Transactions." The remaining 100 shares of Class B Common Stock were
issued to Mr. Vilensky as founder's shares.
(3) While the shares held by Mr. Vilensky, directly or indirectly,
represent 49.2% of the outstanding Common Stock issued, they represent
an approximately 90.7% voting interest in the Company since holders of
Class B Common Stock are entitled to 10 votes for each share of Class B
Common Stock held.
(4) Mr. Mayer's address is 1900 Glades Road, Suite 351, Boca Raton,
Florida 33301.
(5) Represents 1,399,900 shares of Class B Common Stock that have 10 votes
for each share of Class B Common Stock held.
(6) Includes 1,399,900 shares of Class B Common Stock issued to Kyoto in
connection with the Stock Purchases. Kyoto is owned and controlled by
Mr. Vilensky.
(7) Does not recognize the 14,500 shares of Class A Common Stock held by
Jessica Vilensky, wife of Ricardo Vilensky, of which he disclaims
beneficial ownership.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's outstanding Common Stock to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have been
complied with for the period which this proxy relates.
ELECTION OF DIRECTORS; NOMINEES
The Company's By-Laws provide that the number of directors constituting
the Company's Board of Directors shall not be less than one nor more than
fifteen, as determined in the manner provided by the Company's By-laws. The
Company's By-laws provide that the number of directors shall be fixed from time
to time by resolution of the Board of Directors. The Board of Directors has
fixed at six the number of directors that will constitute the Board for the
ensuing year. Each director elected at the Annual Meeting will
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serve for a term expiring at the Company's 2000 Annual Meeting of Shareholders
or when his successor has been duly elected and qualified.
The Company has nominated each of Ricardo Vilensky, Mauricio Aguirre,
Juan Carlos Cerda, Avram Fritch, David Mayer and Sergio Vivanco to be elected as
a director at the Annual Meeting. The Board of Directors has no reason to
believe that any nominee will refuse or be unable to accept election; however,
in the event that one or more nominees are unable to accept election or if any
other unforeseen contingencies should arise, each proxy that does not direct
otherwise will be voted for the remaining nominees, if any, and for such other
persons as may be designated by the Board of Directors.
MANAGEMENT
The following table sets forth certain information concerning the
current directors and nominee directors of the Company and the executive
officers of the Company:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Ricardo Vilensky 43 Chief Executive Officer, President,
Chairman of the Board of Directors
Mauricio Aguirre 35 Chief Financial Officer, Vice President
of Finance and Administration, Director
David Mayer 57 Director, Assistant Secretary
Juan Carlos Cerda 43 Director
Avram Fritch 41 Director
Sergio Vivanco 46 Director
</TABLE>
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Ricardo Vilensky has served as the Chief Executive Officer, President and
Chairman of USC since its formation in November 1997 and as the CEO, President
and Chairman of Kentucky Foods Chile, S.A. ("KyF Chile") since its formation in
1986. From July 1991 to the present, Mr. Vilensky has served as the Chairman and
owns a 50% interest in Ann Arbor Foods, S.A., which owns 15 Domino's pizza
franchises in Chile. From June 1991 to September 1996, Mr. Vilensky was the
general manager of Commercial Submarine Chile Limitada, which owns 10 submarine
and hoagie restaurants in Chile. From August 1988 to September 1995, he was a
Director of Cafe Santos, S.A., which owned and operated six full service
restaurants in Chile. From 1982 to 1994, Mr. Vilensky was the general manager
and legal representative for "El Vegetariano," a vegetarian restaurant in
Santiago, Chile. Mr. Vilensky is also the principal owner and general manager of
Inversiones e Inmobiliaria Kyoto Limitada ("Kyoto"), the principal shareholder
of the Company.
Mauricio Aguirre has served as USC's Chief Financial Officer, Vice President of
Finance and Administration, and a Director of USC since August 1998. He has
served as Vice
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President of Administration and Finance of KyF Chile S.A. since September 1994
and as a Director of KyF Chile since October 1995. From 1989 to September 1994,
Mr. Aguirre was the Controller and a Vice-President of Lan Chile, the national
airline of Chile. Mr. Aguirre is a commercial engineer, a public accountant and
auditor.
Juan Carlos Cerda has served as a Director of USC since August 1998. He has
served as a member of the Board of Directors of KyF Chile since May 1996. Since
June 1994, Mr. Cerda has been a partner with the law firm of Estudio Juridico
Figueroa and Valenzuela Abogados in Chile as a tax consultant. Since March 1994,
Mr. Cerda has been a professor of Planification and Tributary Management at the
University of Santiago. From 1991 through May 1994, he was a tax advisor to the
Arauco Enterprise Group in Chile.
Avram Fritch has served as a Director of USC since August 1998. Mr. Fritch is
the founder of and has served as General Director of General Security Chile,
S.A., a residential and commercial security and alarm company located in
Santiago, Chile, since 1991. Mr. Fritch is a mechanical engineer and was a
captain in the Defense Force of Israel.
David Mayer has served as a Director and Assistant Secretary of USC since its
formation in November 1997 and has entered into a ten (10) year consulting
agreement with the Company. Since July 1997, Mr. Mayer has served as the
President of Andean Financial Corporation. He also serves as a Director and
Assistant Secretary of Bio-Aqua Systems, Inc. From January 1992 to March 1996,
Mr. Mayer was a consultant to various companies where he assisted with mergers
and acquisitions.
Sergio Vivanco has served as a member of USC's Board of Directors since August
1998. Mr. Vivanco has been a member of the Board of Directors of KyF Chile since
1991 and is a member of the Board of Directors of Inversiones Huillimapu S.A.,
an affiliate of Kyoto. Mr. Vivanco has been an attorney since 1979 and has
served as general counsel since 1986 to Kyoto and to KyF Chile. Mr. Vivanco is a
partner in the law firm of Abud, Vivanco and Vergara in Santiago, Chile, which
serves as the Company's legal counsel in Chile.
The Company's non-employee Directors, David Mayer, Avram Fritch, Sergio
Vivanco and Carlos Cerda, will receive $200 plus expenses for attendance at each
meeting of the Board of Directors, as well as reimbursement of reasonable
out-of-pocket expenses incurred in connection with their attendance at the
meetings.
During the year ended December 31, 1998, the Company's Board of
Directors held 4 meetings and took action by unanimous written consent a total
of 18 times. All directors were present at each meeting.
Committees of the Board of Directors
The Audit Committee consists of Juan Carlos Cerda, Sergio Vivanco, and
Avram Fritch. The Audit Committee reviews the work of the audit staff and direct
reports covering such work to be prepared. The Audit Committee oversees the
Company's continuous audit
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program to protect against improper and unsound practices and to furnish
adequate protection for all of its assets and records. The Audit Committee also
acts as liaison to the Company's independent certified public accountants, and
conducts such audit work as is necessary and receives written reports,
supplemented by such oral reports as it deems necessary, from the Company's
independent certified public accountants.
The Compensation and Stock Option Committee consists of Messrs.
Vivanco, Fritch, Cerda, and Mayer. The Compensation and Stock Option Committee
makes recommendations with respect to compensation of senior officers and
granting of stock options and stock awards.
The Nominating Committee consists of Messrs. Vilensky, Fritch, Cerda,
and Mayer. The Nominating Committee will make recommendations with respect to
qualified individuals to become members of the Company's Board of Directors.
Of the six members of the Board of Directors, Messrs. Cerda, Fritch,
Vivanco and Mayer are non-employee directors. However, Mr. Mayer has entered
into a consulting agreement with the Company.
There are no family relationships among any of the executive officers
or directors.
Executive Compensation
The following table sets forth compensation awarded to, earned by or
paid to the Company's Chief Executive Officer and each executive officer whose
compensation exceeded $100,000 for the year ended December 31, 1998. The Company
did not grant any stock options, restricted stock awards or stock appreciation
rights or make any long-term incentive plan payments during 1998.
<TABLE>
<CAPTION>
Summary Compensation Table
Other Annual
Name and Principal Position Year Salary($) Bonus ($) Compensation($)
- --------------------------- ---- --------- --------- ---------------
<S> <C> <C> <C> <C>
Ricardo Vilensky, CEO, 1998 -0- -0- -0-
President and Chairman 1997(1) $85,868 -0- 19,305(2)
1996(1) -0- -0- $109,629(2)
</TABLE>
- ---------
(1) This table is based solely upon compensation received from KyF Chile.
(2) Represents dividends paid to Kyoto. Mr. Vilensky is the principal
shareholder of Kyoto.
Employment Agreements
Ricardo Vilensky, Chief Executive Officer, President and Chairman. The
Company has entered into a written three-year employment agreement with Mr.
Vilensky, which commenced August 1998. Pursuant to the terms and conditions of
his employment
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agreement, Mr. Vilensky shall receive an initial annual base salary of $80,000,
annual bonuses of up to $100,000, as determined by the Company's Board of
Directors, including a vacation bonus of $20,000, and other annual compensation
of $90,000, which includes (i) $15,000 for school expenses for Mr. Vilensky's
children, (ii) $10,000 for entertainment, (iii) $20,000 for travel, (iv) $20,000
for medical reimbursement, and (v) $28,000 for automobile expenses including
cost of vehicle, maintenance and insurance. Mr. Vilensky shall be reimbursed for
his ordinary and necessary business expenses including fees for membership in
one business or social club, up to a maximum of $5,000 per year, and in other
clubs and organizations as the Company and Mr. Vilensky shall mutually agree are
necessary and appropriate. In 1998 Mr. Vilensky waived all compensation due to
him. Mr. Vilensky's employment contract is being re-negotiated.
Mauricio Aguirre, Chief Financial Officer. The Company has entered into
a written one year employment agreement with Mauricio Aguirre, which commenced
August 1998. Pursuant to the terms and conditions of his employment agreement,
Mr. Aguirre shall receive an initial annual base salary of $60,000, bonuses of
up to $30,000 per year, as determined by the Company's Board of Directors, and
other annual compensation of $20,000, which includes (i) $10,000 for medical
reimbursement and (ii) $10,000 for automobile expenses.
Chilean Social Security/AFP and ISAPRE. Messrs. Vilensky and Aguirre
are also entitled to receive certain social security benefits pursuant to
Chilean law. The Social Security laws in Chile were established as a private
system that requires all companies to retain approximately 20% of the gross
salaries of its employees, up to a maximum of $4,408.95 per year, which is used
to pay both Administrators of Pension Funds Companies ("AFP") and Institutions
of Provisional Health ("ISAPRE").
The allocation of this 20% to each service is approximately as follows:
(a) 10% to the AFP: This amount is deposited in an individual
interest-bearing account of each employee to cover their retirement. In Chile,
the age of retirement is 60 for women and 65 for men.
(b) 3% to the AFP: This amount covers any partial or permanent
disability and, in the case of death, will provide a monthly amount to the
deceased's spouse. The amount paid corresponds to 70% of an employee's average
salary, based upon the last 10 years of the employee's life.
(c) 7% to the ISAPRE: This amount covers medical fees, hospitalization
and clinical examinations. This percentage may be voluntarily increased by the
employee according to the employee's contractual agreement with the employee's
ISAPRE. In many instances it may be necessary for individuals to pay additional
costs for health care.
Additionally, Chilean law requires the payment of one month salary (up
to a maximum of approximately $2,736.00) for each year (or portion thereof in
excess of six
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months worked in the last year), worked by the employee when he is dismissed
without cause, subject to a maximum of eleven months (up to a maximum of
$2,736.00 per month, or an aggregate of $30,104.00). When the employee
terminates his or her employment, no compensation is legally required.
Option Grants in Last Fiscal Year
During fiscal year 1998, there were no option or SAR grants to any
persons, including any of the Company's executive officers or directors.
Incentive and Non-Qualified Stock Option Plan
On January 5, 1998, the Board of Directors and a majority of USC's
shareholders adopted the Company's Stock Option Plan (the "Plan"). The purpose
of the Plan is to increase the employees', advisors', consultants', and
directors' proprietary interest in USC, to align more closely their interests
with the interests of USC's shareholders, and to enable the Company to attract
and retain the services of experienced and highly qualified employees and
directors. USC has reserved an aggregate of 200,000 shares of Class A Common
Stock under the Plan.
The Company's Board of Directors, or a committee thereof, administers
and interprets the Plan and is authorized to grant options thereunder to all
eligible employees of the Company, including officers and directors (whether or
not employees) of the Company. The Plan provides for the granting of "incentive
stock options" (as defined in Section 422 of the Internal Revenue Code),
non-statutory stock options and "reload options." Options may be granted under
the Plan on such terms and at such prices as determined by the Board, or a
committee thereof, except that in the case of an incentive stock option granted
to a 10% shareholder, the per share exercise price will not be less than 110% of
such fair market value. The aggregate fair market value of the shares covered by
incentive stock options granted under the Plan that become exercisable by a
grantee for the first time in any calendar year is subject to a $100,000 limit.
The exercise price for any option under the Plan may be paid in cash,
in shares of Class A Common Stock or such other consideration that is acceptable
to the Board of Directors or the committee thereof. If the exercise price is
paid in whole or in part in Class A Common Stock, such exercise may result in
the issuance of additional options, known as "reload options," for the same
number of shares of Class A Common Stock surrendered upon the exercise of the
underlying option. The reload option would be generally subject to the same
provisions and restrictions set forth in the Plan with respect to the underlying
option except as varied by the Board of Directors or the committee thereof. A
reload option enables the optionee to ultimately own the same number of shares
as the optionee would have owned if the optionee had exercised all options for
cash.
Options granted under the Plan will be exercisable after the period or
periods specified in the option agreement. Options granted under the Plan are
not exercisable
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after the expiration of five years from the date of grant and are not
transferable other than by will or by the laws of descent and distribution. The
Plan also authorizes the Company to make loans to optionees to enable them to
exercise their options. No options have been granted pursuant to the Plan.
Option Exercises and Holdings
To date, the Company has not issued any options or SARs to any persons.
No options or SARs were exercised or unexercised during fiscal year 1998.
Certain Relationships and Related Transactions
On August 4, 1998, Kyoto purchased 1,399,900 shares of Class B Common
Stock from the Company for $2,200,000, and (ii) the Company purchased Kyoto's
99.97% interest in KyF Chile for $2,200,000 and KyF Chile became a majority
owned (99.97%) subsidiary of the Company. The remaining 15 shares of KyF Chile
stock are owned by Ricardo Vilensky, individually, who is also the principal
shareholder of Kyoto (Chilean law requires that a Chilean corporation be owned
by not less than two shareholders). Kyoto is a Chilean limited partnership whose
partners are Inversiones Huillimapu S.A. ("IHSA") (99%) and Ricardo Vilensky
(1%), who is also its general manager. The shareholders of IHSA are Ricardo
Vilensky (90%) and Compania Administradora de Restaurantes Limitada ("CARL")
(10%). The partners of CARL are Kyoto (98%) and Mr. Vilensky (2%). The general
manager of CARL is Mr. Vilensky.
In May 1991, KyF Chile agreed to guaranty certain liabilities of Kyoto
that are due to Leasing Andino S.A. in connection with certain lease obligations
for office space. As of December 31, 1998, the Company estimates that the
current remaining obligations of Kyoto under the lease are approximately
$95,000.
In January 1992, KyF Chile agreed to guarantee certain liabilities of
Inversiones y Rentas Quebrada Honda S.A. ("IRQH"), whose shareholders are Mr.
Vilensky's brother and sister-in-law. Such liabilities are due to Banestado
Leasing S.A. in connection with certain lease obligations. As of December 31,
1998, the Company estimates that the current remaining obligations of IRQH are
approximately $59,000.
Mr. Vilensky owns a 50% interest in Ann Arbor Foods S.A. ("Ann Arbor"),
which owns fifteen (15) Domino's Pizza restaurants in Chile. Mr. Vilensky has
agreed to resign as an officer and director in Ann Arbor and to divest himself
of all interest in these franchises in the future.
On October 3, 1997, the Company entered into a loan agreement with
Kyoto whereby Kyoto loaned the Company the principal sum of $279,095, at an
interest rate of 9% per annum. The proceeds from this loan were used for working
capital. The loan has been repaid. On November 6, 1997, the Company entered into
a loan agreement with Kyoto whereby Kyoto loaned the Company the principal sum
of $400,000 at an interest rate of 7.8% per annum. These funds were used to
reduce the amount of back royalties due to KFCIH. The Company repaid the
$400,000 loan (plus accrued interest) from the
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proceeds of the Offering. The remaining loan in the principal amount of $279,095
(plus accrued interest) was repaid from the Company's operations by the end of
1998 in accordance with the terms of the promissory note.
On April 30, 1997, KyF Chile sold its office facility in Santiago,
Chile to Imobiliaria KilKil S.A. ("IKK"), whose shareholders include IHSA (99%)
and Mr. Vilensky (1%). In consideration for the payment price of $577,574, IKK
issued to KyF Chile a promissory note (the "Note") for the total amount due, and
in turn, KyF Chile transferred the Note to its principal shareholder, Kyoto. Of
the total amount due, $303,191 was paid in the form of dividends to Kyoto for
1996 and $274,383 has been used to satisfy a loan obligation due by KyF Chile to
Kyoto in connection with the remodeling of two of the Company's KFC(R)
restaurants. On May 1, 1997, KyF Chile entered into a ten year lease agreement
with IKK, at a rate of $9,050 per month, plus common area maintenance and
general expenses of $1,100 per month.
In August 1998, the Company entered into a two year lease, which lease
may be renewed for an additional term of two years, with Andean Engineering and
Finance Corp. ("AEFC"), to use a portion of AEFC's facilities in Boca Raton,
Florida, for the Company's corporate U.S. offices. This lease has been assumed
by Andean Financial Corporation ("AFC"). David Mayer, a Director of USC, is the
sole shareholder, officer and director of AFC. The annual lease amount is
$10,000 payable quarterly or as otherwise agreed upon between the parties. These
terms were negotiated on an arm's length basis and such terms are competitive
with the going rates.
In August 1998, KyF Chile entered into a ten year agreement with David
Mayer, a Director of USC, whereby Mr. Mayer shall perform certain services for
the Company, including advising in the preparation and implementation of the
Company's business plan, research, evaluation and negotiations with strategic
partners and alternative sources of credit and financial opportunities,
assisting in conducting market surveys, assisting in shareholder and investor
relations, assisting in the preparation of reports to shareholders and
investors, and acting as the U.S. liaison to KFCIH and to U.S. vendors. In
consideration for these services, Mr. Mayer receives an annual fee of
approximately $35,000, or as otherwise agreed upon by the parties, commencing
August 1998.
All ongoing transactions were ratified by a majority of the Company's
independent directors who do not have an interest in the transactions. The
Company believes that all transactions between the Company and its officers,
shareholders and each of their affiliated companies have been made on terms no
less favorable to the Company than those available from unaffiliated parties. In
the future, the Company intends to handle transactions of a similar nature on
terms no less favorable to the Company than those available from unaffiliated
parties. In addition, any forgiveness of loans will be approved by a majority of
the Company's independent directors who do not have an interest in the
transaction and who have access, at the Company's expense, to the Company's
counsel or independent counsel.
11
<PAGE>
PROPOSAL 2:
PROPOSAL TO RATIFY THE APPOINTMENT OF SPEAR, SHAFER,
HARMON & CO., INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
AS THE COMPANY'S AUDITORS
The Board of Directors of the Company have selected Spear, Shafer,
Harmon & Co., independent certified public accountants, as independent auditors
for the Company for the fiscal year ended July 31, 1999 and determined that it
would be desirable to request that the Company stockholders ratify such
selections. One or more representatives of Spear, Shafer, Harmon & Co. are
expected to be present at the Annual Meeting, will have the opportunity to make
a statement if they desire to do so and are expected to be available to respond
to appropriate questions from shareholders.
Although the Board of Directors of the Company is submitting the
appointment of Spear, Shafer, Harmon & Co. for stockholder ratification it
reserves the right to change the selection of Spear, Shafer, Harmon & Co. as
auditors, at any time during the fiscal year, if it deems such change to be in
the best interest of the Company, even after stockholder ratification.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
RATIFICATION OF SPEAR, SHAFER, HARMON & CO., AS INDEPENDENT AUDITORS FOR THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual
Meeting. If, however, business should properly come before the Annual Meeting,
the persons named in the accompanying proxy may vote proxies as in their
discretion they may deem appropriate, unless they are directed by shareholders
otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
A shareholder intending to present a proposal to be included in the
Company's proxy statement for the Company's 2000 Annual Meeting of Shareholders
must deliver a proposal in writing to the Company's executive offices no later
than June 20, 2000.
In addition, the proxy solicited by the Board of Directors for the 2000
Annual Meeting of Shareholders will confer discretionary authority to vote on
any shareholder proposal presented at that meeting, unless the Company is
provided with notice of such proposal at a reasonable time before the Company
mails its proxy statements.
12
<PAGE>
By Order of the Board of Directors
RICARDO VILENSKY
President and Chief Executive Officer
Boca Raton, Florida
October 18, 1999
13
<PAGE>
Uniservice Corporation
1900 Glades Road, Suite 351
Boca Raton, FL 33431
PROXY
The undersigned hereby constitutes and appoints Ricardo Vilensky and/or David
Mayer as Proxy, with the power to appoint their substitute, and hereby
authorizes them to represent and to vote as designated below, all shares of
common stock of the Company held of record by the undersigned on October 5,
1999, at the Annual Meeting of Shareholders to be held on November 17, 1999, or
any adjournment thereof.
<TABLE>
<CAPTION>
<S>
1. Election of Directors <C>
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary) below
[_] [_]
Ricardo Vilensky Avram Fritch
Mauricio Aguirre David Mayer
Juan Carlos Cerda Sergio Vivanco
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE PLEASE DRAW A LINE THROUGH THAT NOMINEE'S NAME)
2. To ratify the appointment of Spear, Shafer, Harmon & Co., independent
certified public accountants, as the Company's auditors for the fiscal
year ending December 31, 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
This Proxy is solicited on behalf of the Board of Directors of
Uniservice Corporation. This Proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no direction is made,
this Proxy will be voted FOR the nominees listed in Proposal 1 and FOR Proposal
2.
</TABLE>
<PAGE>
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
Corporation, please sign in the Corporate name by President or other authorized
officer. If a Partnership, please sign in Partnership name by authorized person.
----------------------------------
Signature
----------------------------------
Signature If Held Jointly
----------------------------------
(Please Print Name)
----------------------------------
Number of Shares Subject to Proxy
Dated:__________, 1999
