As Filed with the Securities and Exchange Commission on July 12, 2000
Registration No. 333-50897
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO THE FORM SB-2
REGISTRATION STATEMENT
ON FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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UNISERVICE CORPORATION
(Exact name of registrant as specified in its charter)
Florida 65-0816177
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Carmercita 25, Suite 102
Santiago, Chile
(56-2) 334-3000
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(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
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Brian A. Pearlman, Esq.
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
(954) 766-7879
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Joel D. Mayersohn, Esq.
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
(954) 763-1200
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
<PAGE>
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] .
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ].
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell these securities and we are not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
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Subject to completion, dated July 12, 2000
PROSPECTUS
1,610,000 Shares
1,610,000 Warrants
UNISERVICE CORPORATION
On August 3, 1998 Uniservice Corporation sold 1,400,000 shares of class
A common stock par value $.0001 per share and 1,610,000 redeemable common stock
purchase warrants in an initial public offering which was underwritten on a firm
commitment basis by Werbel-Roth Securities, Inc., as representative of the
several underwriters.
The common stock was sold at $5.00 per share and the warrants were sold
at $.125 per warrant. A warrant holder can purchase one share of common stock at
$4.00 per share (subject to further adjustment in certain events) until August
2, 2003. The warrants are redeemable by us for $.25 per warrant, upon 30 days'
prior written notice, if the closing bid price of our common stock as reported
on The Nasdaq SmallCap Market (TM) equals or exceeds $7.00 per share for 30
consecutive days.
Our common stock and warrants are traded on The Nasdaq SmallCap Market
under the symbols UNRSA and UNRSW. On July 6, 2000, the last reported sale price
on The Nasdaq SmallCap market of our common stock was $2.00 and the last
reported sale price for our warrants was $.56.
-----------------------------------------
Beginning on page 7 we have listed several risk factors
which you should consider. You should read the entire
prospectus carefully before you make your investment decision.
-----------------------------------------
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission,
nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
-----------------------------------------
The original date of this prospectus is August 3, 1998.
<PAGE>
This prospectus is amended pursuant to a
post-effective amendment dated _________, 2000.
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ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and
other documents with the Securities and Exchange Commission. You may read and
copy any document we file at the Commission's public reference room at Judiciary
Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You
should call 1-800-SEC-0330 for more information on the public reference room.
The Securities and Exchange Commission maintains a Web site at
http://www.sec.gov where certain information regarding issuers (including us)
may be found.
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. The registration statement contains more
information that this prospectus regarding our company and our securities,
including certain exhibits and schedule. You can get a copy of the registration
statement from the Securities and Exchange Commission at the address listed
above or from its Web site.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Additional information...................................................................... 2
Incorporation of certain information by reference........................................... 3
Business of the company..................................................................... 4
Risk factors................................................................................ 7
Use of proceeds............................................................................. 10
Plan of distribution........................................................................ 11
Description of securities................................................................... 12
Legal matters............................................................................... 14
Experts..................................................................................... 14
Indemnification............................................................................. 14
</TABLE>
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to incorporate into
this prospectus information we file with it in other documents. This means that
we can disclose important information to you by referring to other documents
that contain that information. The information may include documents filed after
the date of this prospectus which update and supersede the information you read
in this prospectus. We incorporate by reference the documents listed below,
except to the extent information in those documents is different from the
information contained in this prospectus, and all future documents filed with
the Securities and Exchange Commission under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until we terminate the offering of these
securities.
Quarterly Reports Form 10-QSB March 31, 2000
Annual Report on Form 10-KSB Fiscal year ended December 31, 1999
You may request a copy of these documents, at no cost, by writing to:
Uniservice Corporation
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
Attention: Brian A. Pearlman, Esq.
Telephone: (954) 763-1200
Telecopier: (954) 766-7800
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BUSINESS OF THE COMPANY
Introduction
We are the holding company for Kentucky Foods Chile, S.A. and have
recently filed a registration statement with the Securities and Exchange
Commission with the intent to acquire a substantial interest in an operating
entity in South America.
Through our 99% interest in Kentucky Foods Chile, we are the only KFC
franchisee in Chile and the largest KFC franchisee in Central and South America.
We currently own and operate 36 KFC restaurants throughout Chile.
We were organized as a Florida corporation on November 21, 1997 under
the name Uniservice Corp. and subsequently changed our name to Uniservice
Corporation. On August 4, 1998 we acquired 99.97% of Inversiones e Inmobiliaria
Kyoto S.A.'s interest in Kentucky Foods Chile in a series of transactions in
exchange for 1,399,900 shares of our class B common stock. These transactions
were effected simultaneously with the initial public offering of 1,400,000
shares of our class A common stock and 1,610,000 warrants to purchase shares of
our class A common stock. The remaining .03% interest in Kentucky Foods Chile is
held by Ricardo Vilensky.
Our background and operations
We have been involved in the restaurant business since our subsidiary,
Kentucky Foods Chile, commenced business in November 1986. We operated our first
four restaurants under the name Papa Pollo. During the second half of 1991 we
changed the names of our restaurants to Chicken Inn. In 1994, when we were
operating nine restaurants, we entered into a franchise agreement with Kentucky
Fried Chicken International Holdings and Tricon Restaurants International and
converted all of our restaurants into KFC restaurants. We opened eight KFC
restaurants in 1995, and an additional seven, five, seven and three restaurants
during 1996, 1997, 1998 and 1999, respectively.
All executive management, financing, marketing and operations support
functions are conducted centrally at our Santiago, Chile headquarters. At our
headquarters we maintain a state-of-the-art centralized computer system that is
linked with the cash register at each of our restaurants. Through this computer
system, we have access to up-to-the-minute information including, among other
things, revenues, inventory control, and the ability to monitor the progress of
various promotions.
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Strategy
Our strategy is to expand our business throughout Chile and Latin
America through the acquisition of a substantial interest in an operating
company located in South America and expansion of the number of our current
restaurants. The following is an overview of our acquisition and expansion
strategy:
o Acquire an interest in an operating company in South America.
This acquisition will be financed through the proceeds of a
public offering.
o Increase the number of our KFC restaurants and overall margins
and profitability within our existing restaurants.
o Maximize operating efficiencies through continued centralized
management and advanced management information systems.
Our KFC restaurants
KFC restaurants offer basically the same menu, meal options and
distinctive KFC design as the KFC restaurants found throughout the United
States. Our KFC restaurants are of distinctive design and are generally located
in high-traffic areas including shopping malls, food courts, shopping centers,
and downtown areas. Our KFC restaurants consist of several building types with
various layouts and seating capacities. We currently have 36 restaurants, 34 of
which are open seven days a week, typically from 10:00 a.m. to midnight.
Currently, we do not accept credit cards, although we may elect to do so in the
future. Some of our restaurants offer drive- through service. Home delivery is
available at no-charge from 17 of our restaurants.
All of our KFC restaurants offer a full line of KFC products, including
chicken pieces, chicken sandwiches, a variety of side items including cole slaw,
mashed potatoes, salads and corn, and dessert. In addition to a full-line of
soft drinks, 21 of our current restaurants are licensed to sell beer (the
drinking age in Chile is 18).
Franchise agreement with Tricon
Of our 36 restaurants currently in operation, 28 are operating under
our original franchise agreement executed in 1994. Our remaining 8 restaurants
and any future restaurants operate under Tricon's standard international
franchise agreement which was executed in June 2000. The new standard franchise
agreement is consistent with the original franchise agreement, permitting us to
use, among other things, KFC's
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proprietary trade names, trademarks, service marks, recipes, and trade dress. We
are also permitted to sell and promote only KFC approved products.
Prior to executing the standard international franchise agreement, we
were served with notice by Tricon that the opening and operation of three
restaurants not covered by our original franchise agreement and without Tricon's
approval had breached our original KFC franchise agreement. Tricon informed us
that the opening of these restaurants was unauthorized and the use of KFC
property, confidential information and product was unauthorized for those
restaurants. To cure this default and legally operate these restaurants we were
informed that we needed to execute Tricon's standard international franchise
agreement and pay initial fees for the three restaurants of approximately
$105,000. We have executed the agreements and paid the fees. We believe we are
in compliance with Tricon's requests.
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RISK FACTORS
Special Note About Forward Looking Statements
We make statements in this prospectus and in the documents we
incorporate by reference that are considered forward-looking statements within
the meaning of the Securities Act and the Exchange Act. Sometimes these
statements contain words such as may, believe, expect, continue, intend, or
other similar words. These statements are not guarantees of our future
performance and are subject to risks, uncertainties, and other factors that
could cause our actual performance or achievements to be materially different
from those we project. The following factors, among others, could cause
materially different results from those anticipated or projects:
* heightened competition;
* problems integrating acquired companies;
* failure to identify, acquire or profitably manage additional
businesses;
* failure to obtain new customers or retain existing customers;
* inability to carry out marketing and sales plans;
* inability to obtain capital for future growth;
* loss of key executives; and
* general economic and business conditions.
We do not have a policy of updating or revising forward-looking
statements and thus it should not be assumed that silence by us over time means
that actual events are bearing out as estimated in such forward looking
statements.
Considerations related to our acquisition plan
We are currently contemplating an acquisition to expand our business,
but cannot provide any assurance that we will be able to complete an acquisition
or that an acquired business will be successful. Our current business plan
includes the acquisition of an operating business in South America. As of this
date we have not entered into any definitive agreements. There are no assurances
that we will be able to
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make an acquisition, or if an acquisition is made, it will be successful.
Considerations related to our KFC operations
Our operations are limited to the terms and conditions of our franchise
agreements with Tricon and if we violate these agreements our relationship with
KFC may be terminated. Under our KFC franchise agreement, we are presently
prohibited from engaging in certain types of restaurant businesses within Chile.
Under our franchise agreement we may not participate in any business that Tricon
deems to be competing. Our relationship with Tricon also restricts Ricardo
Vilensky, our chief executive officer and principal shareholder, from
transferring his interest in our company or terminating his relationship with us
without prior approval from Tricon. The agreements also state that Mr. Vilensky
must maintain a 51% voting interest in our company.
In the event our KFC franchise agreement is terminated, whether
resulting from default or expiration of its terms, our franchise agreement with
KFC states that we must immediately discontinue the use of KFC equipment,
concepts and marketing methods. The franchise agreement also imposes a 12 month
non-compete clause with KFC if our relationship with Tricon is terminated. In
Chile, non-compete agreements are generally considered illegal, but depending
upon the circumstances, compensatory rather than injunctive relief may be
granted.
We are engaged in a highly competitive segment of the fast food
industry with respect to:
o price,
o variety,
o product quality,
o speed of service,
o convenience of location,
o cleanliness, and
o upkeep.
We compete directly or indirectly with many companies and franchisees.
Most franchisees and company-owned stores of international fast food
franchisors, including McDonald's(R) and Burger King(R), have multiple locations
in Chile. A number of these companies may be larger, better capitalized, more
established and have greater personnel and other resources than us.
Additionally, we encounter competition from a number of Chilean restaurants and
food service establishments, as well as other local
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fast food restaurants offering products that are familiar to Chilean consumers
and have achieved broad market acceptance.
We are substantially dependent upon third parties for all of our
capital equipment. These supplies include:
o furniture,
o fixtures and equipment,
o food products, and
o other supplies.
Failure to obtain equipment, food products and other supplies for our
restaurants on a timely basis could materially effect us.
The loss of Ricardo Vilensky's services could have a material adverse
effect on our business. Our success is highly dependent upon the continued
services of Mr. Vilensky who continues to devote a substantial amount of his
time to our business. Although we currently have an employment agreement with
Mr. Vilensky through 2001 for his services, the loss of his services could have
a material adverse effect on our business.
As a condition of our franchise agreement with Tricon, Ricardo Vilensky
is required to be our designated operator and if we want to change our
designated operator we need permission from Tricon. In the event Mr. Vilensky is
unwilling to serve as the designated operator or becomes disabled or deceased,
management or Mr. Vilensky's heirs will propose a new designated operator, who
will be subject to approval by Tricon. Although not required, Tricon has
indicated that it prefers if our designated operator also controls our
ownership.
If Mr. Vilensky is unable to perform his duties and obligations to our
operations, he may be forced to sell his interest in our company. In the event
that Tricon determines that our designated operator is not capable of performing
necessary duties and obligations, Mr. Vilensky or his heirs are required to use
their best efforts to sell their interest in our company within six months. In
the event that no sale is completed within the six month period, Tricon has the
option to purchase Mr. Vilensky's interest, or the interest of Mr. Vilensky's
heirs, in our company for a market value determined by three appraisers.
You may be limited in your ability to enforce civil liabilities against
us since most of our assets and operations are abroad. Enforcement by investors
of civil liabilities under the U.S. Federal securities laws may adversely be
affected by the fact
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that while Uniservice is located in the U.S., our principal subsidiary is
located in Chile. While we are a U.S. corporation, our subsidiary, Kentucky
Foods Chile, is a Chilean corporation. For the foreseeable future, substantially
all of our assets will be held or used outside the United States (in Chile), and
approximately 90% of the net proceeds from this offering will be used in Chile.
Our current executive officers, directors and management are residents of Chile,
and substantially all of our assets and the assets of our executive officers,
directors and management are located outside the United States.
Considerations relating to Chile
Since we are subject to risks associated with foreign operations, we
may incur additional costs and disruptions to our operations. Our business is
currently conducted almost exclusively in Chile. We consequently are subject to
a number of significant risks associated with foreign operations. Our operating
profits may be negatively affected by changes in the value of the Chilean peso,
by hyperinflationary conditions, or recession, which may occur in Chile. Other
risks and considerations include:
o the effect of foreign income and withholding taxes and the
U.S. tax implications of foreign source income and losses;
o the possibility of expropriation or confiscatory taxation or
price controls;
o adverse changes in local investment or exchange control
regulations;
o difficulties inherent in operating in less developed legal
systems;
o political instability, government corruption and civil unrest;
and
o potential restrictions on the flow of international capital.
In Chile, where our business is conducted, there has been less
governmental regulation relating to the environment, occupational safety,
employment practices or other business matters than in the United States. It is
possible that future regulations in these countries may increase the expense and
risk of doing business. In addition, social legislation in Chile may result in
significantly higher expenses associated with terminating employees or
distributors or closing manufacturing facilities.
Recessionary conditions in Chile in 1998 and 1999 negatively effected
our business and may continue throughout 2000. Recessionary conditions in Chile
have the effect of decreasing our revenues and weakening the value of the
Chilean peso as compared to the U.S. dollar. Although we believe, and recent
market indicators have shown, that the recession in Chile has ended, if Chile
remains in a recession, our business will continue to suffer.
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USE OF PROCEEDS
We will not receive any proceeds the sales of the securities we are
registering except upon the exercise of our warrants. In the event all of our
warrants are exercised, we would receive gross proceeds of approximately
$6,420,000. It is anticipated that the net proceeds, if any, from the exercise
of our warrants will be used by us for acquisitions and for working capital
associated with continuing operations. The actual allocation of proceeds
realized from the exercise of these warrants will depend upon the amount and
timing of such exercises, our operating revenues and cash position at such time
and our working capital requirements during the course of the exercise period.
We do not know if or when any of our warrants will be exercised.
PLAN OF DISTRIBUTION
We will not receive any of the proceeds from the sale of any of our
shares by selling stockholders. The sale of the securities we have registered
may be effected by the selling stockholders from time to time in transactions in
the over-the-counter market, on the NASDAQ SmallCap Market System, in negotiated
transactions, or a combination of methods of sale, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices. The securities we have
registered may be sold by one or more of the following methods:
1. a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent for the selling stockholders;
2. ordinary brokerage transactions;
3. transactions in which the broker solicits purchasers; and
4. privately negotiated transactions.
In effecting sales, brokers or dealers engaged by the selling stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions from the selling stockholders in amounts to be negotiated
immediately prior to the sale. These brokers or dealers and any other
participating brokers or dealers may be deemed to be underwriters within the
meaning of the Securities Act in connection with the sales.
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In order to comply with the securities laws of certain states, if
applicable, our shares will be sold in jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states our shares may not
be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with by us and our selling stockholders.
The selling stockholders and any broker-dealers, agents or underwriters
that participate with the selling stockholders in the distribution of the
securities registered hereby may be deemed to be underwriters within the meaning
of Section 2(11) of the Securities Act, and any of the securities we have
registered purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
We have agreed to pay all fees and expenses incident to the
registration of the securities we have registered except selling commissions and
fees and expenses of counsel or any other professionals or other advisors, if
any, to the selling stockholders.
DESCRIPTION OF SECURITIES
Common Stock
20,000,000 shares of our common stock are designated as class A common
stock and 2,000,000 shares are designated as class B common stock. As of the
date of this prospectus there are 1,435,000 shares of class A common stock
outstanding and 1,400,000 shares of class B common stock outstanding. We may
issue additional shares of our class A common stock in connection with an
acquisition we may undertake.
We have also reserved up to an aggregate of 200,000 shares of our class
A common stock for our stock option plan.
Upon our liquidation, dissolution or winding up, after payment of
creditors and holders of any of our senior securities, including preferred
stock, our assets will be divided pro rata on a per share basis among the
holders of the shares of common stock. Our common stock has no preemptive or
other subscription rights, and there are no conversion rights or redemption or
sinking fund provisions. All outstanding shares of common stock are fully paid
and non-assessable.
Subject to the dividend rights of the holders of any other class of
common stock or preferred stock, if applicable, and as a condition of the
franchise agreement, the
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approval of Tricon, holders of shares of common stock are entitled to share, on
a ratable basis, such dividends as may be declared by the board of directors out
of funds legally available.
Class A common stock and class B common stock
Holders of shares of class A common stock are entitled to one vote per
share on all matters to be voted on by our shareholders. Holders of shares of
class B common stock are entitled to ten votes per for each share of class B
common stock on all matters to be voted on by our shareholders. Our class A
common stock and our class B common stock do not have cumulative voting rights.
The holders of more than 50% of the voting rights for the election of directors
can elect all of our directors. Ricardo Vilensky has the ability to vote
1,400,000 shares of class B common stock and 57,000 shares of our class A common
stock or approximately 91% of our votes. Our bylaws require that only a majority
of the issued and outstanding voting shares of common stock need be represented
to constitute a quorum and to transact business at a shareholders' meeting.
Holders of class B common stock have the right to transfer or sell
shares of class B common stock, and/or convert shares of class B common stock
into shares of class A common stock on a one share for one share basis. Any
converted shares will only be entitled to one vote per share. Any persons
acquiring shares of class B common stock in a private transaction, either by
means of a transfer or sale, shall be entitled to ten votes for each one share
of class B common stock held. Each certificate representing shares of class B
common stock contains a legend setting for the restrictions imposed by
Werbel-Roth Securities, Inc. and Tricon.
Preferred Stock
We are authorized to issue 5,000,000 shares of preferred stock which we
can issue, without further action by shareholders, in one or more series, and to
fix for any series the dividend rate, redemption price, liquidation or
dissolution preferences, conversion rights, voting rights and other preferences
and privileges. No shares of preferred stock are issued or outstanding as of the
date of this prospectus.
Warrants
Common Stock Purchase Warrants
We have issued and outstanding 1,610,000 warrants which were sold in
our initial public offering. Each warrant entitles the holder to purchase one
share of our
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class A common stock at $4.00 per share until August 2, 2003. If a Warrant is
not exercised by August 2, 2003, it expires and is of no value. The warrants are
redeemable by us for $.25 per warrant, at any time upon 30 days' prior written
notice, if the closing bid price of our common stock equals or exceeds $7.00 per
share for 30 consecutive trading days and ending 30 days prior to the notice of
redemption.
To exercise a warrant, the warrant holder must deliver the warrant
certificate, with the form of election to purchase on the reverse side of the
warrant certificate properly completed and executed, together with payment of
the exercise price to the warrant Agent. The warrants may be exercised in whole
or from time to time in part. If less than all of the warrants evidenced by a
warrant certificate are exercised, a new warrant certificate will be issued for
the remaining number of warrants.
Warrant holders are protected against dilution of the equity interest
represented by the underlying shares of common stock upon the occurrence of
certain events, including, but not limited to, issuance of stock dividends. If
we merge, reorganize or are acquired in such a way as to terminate the warrants,
the warrants may be exercised immediately prior to such action. In the event of
liquidation, dissolution or winding up of our company, holders of the warrants
are not entitled to participate in the distribution of our assets.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby have been passed upon for us by Atlas Pearlman, P.A., Fort Lauderdale,
Florida. Atlas Pearlman owns 5,000 shares of our class A common stock.
EXPERTS
The consolidated balance sheet of Uniservice Corporation and its
subsidiary as of December 31, 1998 and 1999 and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
year then ended, incorporated by reference in this prospectus, have been
incorporated herein in reliance on the reports of Spear, Safer, Harmon & Co.,
independent certified public accountants, given on the authority of that firm as
experts in accounting and auditing.
INDEMNIFICATION
We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify our directors and officers to the extent provided
for in such statute.
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Our Articles of Incorporation provide that we will our officers and directors to
the fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for:
(1) violations of criminal laws, unless the director had
reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful;
(2) deriving an improper personal benefit from a transaction;
(3) voting for or assenting to an unlawful distribution; and
(4) willful misconduct or conscious disregard for our best
interests in a proceeding by or in our right to procure a
judgment in our favor or in a proceeding by or in the right of
a shareholder.
The statute does not affect a director's responsibilities under any
other law, such as the Federal securities laws.
The effect of the foregoing requires us to indemnify our officers and
directors for any claim arising against them in their official capacities
provided that they acted in good faith and in a manner that they reasonably
believed to be in our best interests, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling our company
under the provisions above, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore enforceable.
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No dealer, salesperson or any other person has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with this offer. If given or made, this information or
representations must not be relied upon as having been authorized by our company
or any underwriter. This prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any of the securities we have offered in any
circumstance in which an offer or solicitation would be unlawful. Neither the
delivery of this prospectus nor any sale made under this prospectus will under
any circumstances create an implication that information in this prospectus is
correct at any time subsequent to the date of this prospectus.
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TABLE OF CONTENTS
Page
Additional information.................. 2
Incorporation of certain
information by reference.............. 3
Business of the company................. 4
Risk factors............................ 7
Use of proceeds......................... 10
Plan of distribution.................... 11
Description of securities............... 12
Legal matters........................... 14
Experts................................. 14
Indemnification......................... 14
1,610,000 shares of common stock
1,610,000 warrants
Uniservice
Corporation
-----------
Prospectus
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses, all of which are
being paid by our company, in connection with this offering.
Legal fees and expenses............................ $10,000
Accounting fees and expenses....................... 3,000
Printing expenses.................................. 5,000
Miscellaneous...................................... 2,000
Total............................................ $20,000
Item 15. Indemnification of Directors and Officers.
We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify our directors and officers to the extent provided
for in the statute. Our articles of incorporation provide that we shall
indemnify and may insure our officers and directors to the fullest extent
permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for:
(1) violations of criminal laws, unless the director had
reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was
unlawful;
(2) deriving an improper personal benefit from a
transaction;
(3) voting for or assenting to an unlawful distribution;
and
(4) willful misconduct or conscious disregard for the
best interests of our company in a proceeding by or
in the right of our company to procure a judgment in
its favor or in a proceeding by or in the right of a
shareholder. The statute does not affect a director's
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responsibilities under any other law, such as the
federal securities laws.
The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers or control persons under these
provisions, we have been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore enforceable.
Item 16. Exhibits.
Exhibit Description
------- -----------
1.1 Form of Underwriting Agreement(2)
3.1(a) Uniservice Corporation's Amended and Restated Articles of
Incorporation(3)
3.1(b) Articles of Amendment to Articles of Incorporation(3)
3.2 Uniservice Corporation's Bylaws(3)
4.1 Form of Warrant Agreement together with Form of Warrant
Certificate(2)
4.3 Form of Class A Common Stock Certificate(2)
5.1 Opinion of Atlas Pearlman, P.A.(2)
23.1 Consent of Atlas Pearlman, P.A. (to be included in its opinion
filed as Exhibit 5.1)(2)
23.2 Consent of Spear, Safer, Harmon & Co. P.A.(1)
27 Financial Data Schedule (1)
--------------------
(1) Included herein
(2) Previously filed Amendment No. 1 to Form SB-2 Registration Statement
333-50897
(3) Previously filed Form SB-2 Registration Statement 333-50897
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Item 17. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which it offers or sells
securities, a post- effective amendment to this Registration Statement to
include any additional or changed material information on the plan of
distribution;
(b) that, for determining any liability under the Securities
Act, treat each such post-effective amendment as a new Registration Statement of
the securities offered at that time shall be deemed to be the initial bona fide
offering thereof; and
(c) to file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(2) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pompano Beach and the State of Florida, on the
12th day of July, 2000.
UNISERVICE CORPORATION
By:/s/ Ricardo Vilensky
--------------------------------
Ricardo Vilensky
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date above.
Signature Title
--------- -----
/s/ Avram Fritch President and Director
---------------------------------------
Avram Fritch
/s/ Maurico Aguire Chief Financial Officer
--------------------------------------- and Director
Maurico Aguire
/s/ Sergio Vivanco Director
---------------------------------------
Sergio Vivanco
/s/ Juan Carlos Cesda Director
---------------------------------------
Juan Carlos Cesda
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23.2 Consent of Spear, Safer, Harmon & Co.
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