<PAGE>
As filed with the Securities and Exchange Commission on June 3, 1998
Registration No. 333-8326
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNITED HERITAGE CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Utah
--------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
87-0372864
---------------------------------
(IRS Employer Identification No.)
2 North Caddo Street, Cleburne, Texas 76031
(817) 641-3681
-----------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
Mr. Walter G. Mize 2 North Caddo Street, Cleburne, Texas 76031
817-641-3681
-------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
The Commission is requested to send copies of all
communications and notices to:
Lewis D. Schwartz
Tracy & Holland, L.L.P.
306 West Seventh Street, Suite 500
Fort Worth, Texas 76102
817-335-1050
817-332-3140 (telecopy)
(Counsel for the Issuer)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
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, 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, check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same 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. [ ]
PAGE
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ---------------- ----------------------- ------------------------- -------------------------- ----------------------
Title of Amount to be Registered Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
Securities to Price Per Share Offering Price Fee
Be Registered
- ---------------- ----------------------- ------------------------- -------------------------- ----------------------
Common Stock,
par value $0.001 14,418,116 shares $1.1875 $17,121,513 $5,051 (1)(2)
- ---------------- ----------------------- ------------------------- -------------------------- ----------------------
</TABLE>
1 Calculated pursuant to Rule 457(c) of the Securities Act of 1933,
as amended on the basis of the average of the closing bid and
asked prices of the Common Stock on the NASDAQ for February 2, 1998.
2 Determined solely for the purpose of computing the registration fee.
The Registrant hereby amends this Registration Statement and
specifically states that this Registration Statement shall become
effective in accordance with Section 8(a) of the Securities Act of 1933
or on such earlier date as the Commission, acting pursuant to said
Section 8(a), may determine.
____________________
PAGE
<PAGE>
PROSPECTUS
UNITED HERITAGE CORPORATION
14,418,116 SHARES
COMMON STOCK
This Prospectus relates to the offer and sale from time to
time (the "Offering") of up to 14,418,116 shares of common stock,
$0.001 par value (the "Shares") of United Heritage Corporation
(the "Company"), being offered by the Selling Shareholders (the
"Shareholder Shares") of which up to 3,241,646 shares are issuable
upon the exercise of Warrants (the "Warrants") issued by the
Company (the "Warrant Shares"), all of which are currently
exercisable. The Warrant Shares are being registered for resale
only. The Warrants exercisable for 1,300,000 Shares were issued
effective August 16, 1996 and the Warrants exercisable for
1,941,646 Shares were issued effective December 11, 1997. Each
Warrant entitles the registered holder to purchase one share of
Common Stock at prices varying from $0.75 to $2.00. See "SELLING
SHAREHOLDERS" and "PLAN OF DISTRIBUTION."
Selling Shareholders, directly or through agents, dealers or
underwriters, may sell the Shareholder Shares from time to time on
terms to be determined at the time of sale. To the extent
required, the specific number of Shareholder Shares to be sold,
the names of the Selling Shareholders, respective purchase prices
and public offering prices, the name of any agent, dealer or
underwriter, and applicable discounts or commissions with respect
to a particular offer, will be set forth in an accompanying
prospectus supplement. See "PLAN OF DISTRIBUTION."
The Selling Shareholders and any underwriter, dealer or agent
that participates with the Selling Shareholders in the
distribution of the Shareholder Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "1933 Act"), and any discounts or commissions
received by them and any profit on the resale of the Shareholder
Shares purchased by them may be deemed to be underwriting
discounts and commissions under the 1933 Act. The Company will
not receive any proceeds from the offering of Shareholder Shares,
but will pay certain offering expenses regarding the preparation
of this Registration Statement and related matters. Offering
expenses incurred by the Selling Shareholders consist of
underwriting discounts, selling commissions and fees of their own
attorneys, none of which is currently estimable. See "SELLING
SHAREHOLDERS" for indemnification arrangements relating to
underwriters.
The Warrant Shares will be sold directly by the Company to
holders of the Warrants upon exercise of the Warrants and payment
of the Warrant exercise price. The net proceeds from the issuance
of the Warrant Shares will be used by the Company for general
corporate purposes. See "USE OF PROCEEDS."
The Company's common stock trades on the Nasdaq SmallCap
Stock Market under the symbol "UHCP" and on the Boston Stock
Exchange under the symbol "UHC." The average of the closing bid
and asked price on the Nasdaq SmallCap Stock Market on February 2,
1998, was $1.1875. The closing price on the Boston Stock Exchange
on February 2, 1998, was $1.15625.
These securities involve a significant degree of risk. See
"RISK FACTORS beginning on page 3."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______ , 1998.
PAGE
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 and in accordance therewith
files reports and other information with the Securities and
Exchange Commission (the "Commission"). The Registration
Statement filed with respect to this Prospectus, and all other
reports, proxy statements and other information can be inspected
free of charge at the offices of the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and
at 801 Cherry Street, Nineteenth Floor, Fort Worth, Texas 76102.
Copies of such material may be obtained upon the payment of
prescribed rates from the Public Reference Section of the Commis-
sion at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. This Prospectus does not contain all of the information
set forth in the Registration Statement on Form S-3 and the
exhibits thereto which the Company has filed with the Commission
(the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), and to which reference is
hereby made for further information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commis-
sion are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
March 31, 1998;
(b) The description of the Common Stock contained in the
Company's registration statement filed pursuant to Section 12
of the Exchange Act, and all amendments thereto and reports
which have been filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of this offering shall be
deemed to be incorporated by reference in this Prospectus from the
respective dates of filing of such documents. Any statement con-
tained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement con-
tained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom this Prospectus has been delivered, upon written or oral
request of such person, a copy of any or all of the documents that
have been incorporated by reference in this Prospectus, other than
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<PAGE>
exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Any such requests
should be directed to Walter G. Mize, United Heritage Corporation,
P.O. Box 1956, Cleburne, Texas 76033, (817) 641-3681.
THE COMPANY
United Heritage Corporation (the "Company") is a Utah
corporation formed in 1981. The Company has its principal office
in Cleburne, Texas and operates its business through its wholly-
owned subsidiaries, National Heritage Sales Corporation ("National"),
UHC Petroleum Corporation ("Petroleum"), UHC Petroleum Services
Corporation ("Services"), and Sovereign Communications Corporation
("Sovereign").
For additional information regarding the Company, see the
Annual Report on Form 10-K for the year ending March 31, 1998 and
other documents incorporated by reference herein.
The Company's principal executive offices are located at 2
North Caddo Street, Cleburne, Texas 76031, and its telephone
number is (817) 641-3681.
RISK FACTORS
In addition to the other information in this Prospectus,
prospective investors should carefully consider the following
factors which individually or cumulatively could result in the
decline or loss in the value of the Shares offered hereby:
GENERAL BUSINESS RISKS.
New Business Venture. The Company has made an addition to
its primary business of selling its low fat line of beef with the
February 11, 1997 acquisition of certain oil and gas properties
enabling it to enter the oil and gas exploration business, a
business with which the Company has no prior operating experience
or history. Although management of the Company have many years of
experience in the oil and gas industry, including drilling and
exploration, the Company itself has a limited operating history
upon which prospective investors may base an evaluation of its
performance. See "MATERIAL CHANGES."
Dependence on Existing Management. The success of the Com-
pany will depend to a great extent on the efforts of Walter G.
Mize, Chairman and Chief Executive Officer, who is primarily
responsible for the management of the Company's daily operations.
The loss or interruption of the services of Mr. Mize could have a
material adverse effect upon the Company's business operations and
prospects. The Company does not own any life insurance on the
life of its key management persons, nor do such persons currently
have an employment agreement with the Company.
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PAGE
<PAGE>
Licensing and Regulation. The Company's business may be
subject to licensing and regulation by numerous federal, state and
local governmental agencies. Although management believes that it
is currently in compliance with all of such licensing requirements
and regulations, a finding that the Company has failed to comply
with one or more of such licensing requirements or regulations
could adversely impact the operations and future profitability of
the Company.
Operating Losses. The Company has sustained operating losses
for the past four fiscal years of $387,230 in fiscal 1998, $192,502 in
fiscal 1997, $337,330 in fiscal 1996 and $1,404,067 in fiscal 1995.
It has relied on cash from the sale of non-performing
assets and the sale of capital stock to continue operations. If
the Company does not become profitable, it is unlikely that it can
continue to receive new capital to continue operations.
RISKS ASSOCIATED WITH OIL AND GAS INDUSTRY
Current Oil and Gas Markets. There is substantial
uncertainty as to the prices at which natural gas and oil produced
by the Company may be sold, and it is possible that under some
market conditions the production and sale of oil and gas from some
or all of the Company's wells may not be economical. The
availability of a ready market for oil and gas and the prices
obtained for oil and gas depend upon numerous factors beyond the
control of the Company, including competition from other natural
gas and oil suppliers and national and international economic and
political developments. The Company is not subject to any gas
price controls. Future changes in regulations may have an effect
on the Company's operations.
Reliance on Estimates of Reserves and Future Net Revenues;
Depletion of Reserves; Price Volatility. There are numerous
uncertainties inherent in estimating quantities of reserves and in
projecting rates of production and timing of development expendi-
tures, including many factors beyond the control of the producer.
For purposes of this Prospectus, "reserves" shall mean the
estimated quantity of oil or gas that is below the surface of
leases owned by the Company and recoverable by known means. Any
reference to reserves in this Prospectus or incorporated by
reference herein represent only estimates and are unproven at the
date of this Prospectus. There are no proved reserves on any of
the Company's properties at the date of this Prospectus. In
addition, any estimates of future net revenues from reserves of
the Company and the present value thereof are based on certain
assumptions about future production levels, prices, and costs that
may not prove to be correct over time, even if the reserves become
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<PAGE>
proved. The rate of production from oil and gas properties
declines as reserves are depleted. Except to the extent the
Company acquires additional properties containing reserves,
conducts successful exploration and development activities or,
through engineering studies, identifies additional behind-pipe
zones and secondary recovery reserves, the reserves of the Company
will decline as reserves are produced. Future oil and gas produc-
tion is therefore highly dependent upon the company's level of
success in acquiring or finding additional amounts of oil and gas.
Oil and gas prices may be quite volatile, depending on numerous
factors, including steps taken by the Organization of Petroleum
Exporting Countries ("OPEC"), tensions in the Middle East and
weather conditions.
Risks of Oil and Gas Activities. Significant risks are
inherent in the oil and gas business, including the drilling of
dry and unsuccessful wells, operating hazards and uninsured risks,
intense competition for attractive properties, governmental
regulations, volatile prices and other uncontrollable factors.
Furthermore, oil and gas drilling is speculative. The possibility
always exists that wells drilled will be nonproductive. Even
wells that are completed may not produce enough natural gas or oil
to pay out.
Development Risks. Development drilling activities are
subject to much greater risks of failure than those associated
with the ownership of producing properties. The drilling of
development wells, although generally consisting of drilling in
areas where there is believed to be the presence of oil and gas,
may result in dry holes or the failure to produce oil and gas in
commercial quantities. The drilling of development wells also
involves the risk that unusual or unexpected formations and
pressures will be encountered, and other conditions will exist,
that could result in the Company incurring substantial losses as
well as liabilities to third parties or governmental entities.
Operating Hazards and Uninsured Risks. The Company's opera-
tions will be subject to all risks inherent in the development and
production of oil and gas, including such natural hazards as
blowouts, cratering and fires, which could result in damage or
injury to, or destruction of, formations, producing facilities or
other property, or could result in personal injury, loss of life
or pollution of the environment. Any such event could result in
substantial loss to the Company which could have a material
adverse effect upon the financial condition of the Company. It is
anticipated that the Company will be required to pay its
proportionate share of the premiums for insurance provided by the
operator and will be named as an insured under the policies.
However, the Company may not be fully insured against all risks,
either because such insurance is not available or because of
premium costs. The Company has purchased and plans to maintain
additional insurance in the form of an umbrella policy to protect
it against uninsured risks or amounts in excess of the insurance
carried under its primary policies or by another operator.
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Although such operational risks and hazards may be to some extent
minimized, no combination of experience, knowledge and scientific
evaluation can eliminate the risk of investment or assure a profit
to any company engaged in oil and gas operations.
Competition and Markets. The oil and gas business is highly
competitive and has few barriers to entry. The Company will be
competing with other oil and gas companies and investment partner-
ships in search for, and obtaining of, future desirable prospects,
the securing of contracts with third parties for the development
of oil and gas properties, the contracting for the purchase or
rental of drilling rigs and other equipment necessary for drilling
operations, and the purchase of equipment necessary for the
completion of wells, as well as in the marketing of any oil and
gas which may be discovered. Many of the Company's competitors
are larger than the Company and have substantially greater access
to capital and technical resources than does the Company and may
therefore have a significant competitive advantage. Many of the
Company's competitors are capable of making a greater investment
in a given area than is the Company, although large and small
companies alike are subject to the economics of cost
effectiveness. The prices at which the Company will be able to
sell any oil or gas production will have a substantial effect on
its earnings, if any.
Industry Conditions. In recent decades, there have been
periods of worldwide overproduction and underproduction of hydro-
carbons as well as periods of increased and relaxed energy conser-
vation efforts. Such conditions have resulted in periods of
excess supply of, and reduced demand for, crude oil on a worldwide
basis and natural gas on a domestic basis. These periods have
been followed by periods of short supply of, and increased demand
for, crude oil and, to a lesser extent, natural gas. The excess
or short supply of crude oil and natural gas has placed pressures
on prices and has resulted in dramatic price fluctuations.
Regulation; General. Oil and gas exploration, production and
related operations are subject to extensive rules and regulations
promulgated by federal and state agencies. Failure to comply with
such rules and regulations can result in substantial penalties.
The regulatory burden on the oil and gas industry will increase
the Company's cost of doing business and will affect its
profitability. Because such rules and regulations are frequently
amended or interpreted, the Company is unable to predict the
future cost or impact of complying with such laws.
In Texas, where the Company's oil and gas properties are
located, such regulation is by the Texas Railroad Commission.
This agency has been granted broad regulatory and enforcement
powers which are likely to create additional financial and
operational burdens on gas and oil operations like those of the
Company. Texas also has in place other pollution and
environmental control laws.
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The Company, to its knowledge, is currently in compliance
with the applicable regulations.
Environmental Regulation. The Company is subject to numerous
laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection.
These laws and regulations may require the acquisition of a permit
before drilling commences, restrict the types, qualities and
concentration of various substances that can be released into the
environment in connection with drilling and production activities,
limit or prohibit drilling activities on certain lands lying
within wilderness, wetlands and other protected areas, and impose
substantial liabilities for pollution resulting from the Company's
operations. Moveover, the recent trend toward stricter standards
in environmental legislation and regulation is likely to continue.
For instance, legislation has been proposed in Congress from time
to time that would reclassify certain oil and gas production
wastes as "hazardous wastes," which reclassification would make
such wastes subject to much more stringent handling, disposal and
clean-up requirements. If such legislation were to be enacted, it
could have a significant impact on the operating costs of the
Company, as well as the oil and gas industry in general. It is
not anticipated that the Company will be required in the near
future to expend amounts that are material in relation to its
total capital expenditure program by reason of environmental laws
and regulations, but because such laws and regulations are
frequently changed, the Company is unable to predict the ultimate
cost of such compliance.
The Company, to its knowledge, is currently in compliance
with the applicable environmental regulations.
Environmental Risks and Liability. There are numerous
natural hazards involved in the drilling of wells, including
unexpected or unusual formations, pressures, blowouts involving
possible damages to property and third parties, surface damages,
bodily injuries, damage to and loss of equipment, reservoir damage
and loss of oil or gas. Uninsured liabilities may result in the
loss of Company assets and may create theoretically unlimited
liability for the Company. Oil ad gas operations present risks of
environmental contamination from drilling operations and leakage
from oil field storage or transportation facilities. The Company
may be subject to liability for pollution, abuses of the
environment and other, similar damages. Although the Company will
maintain insurance coverage in amounts the Company believes are
adequate, it is possible that insurance coverage may exclude risks
such as environmental contamination, may be insufficient or
subject to reduction or cancellation in the future. In such
event, the Company's assets may have to be utilized to pay costs
of controlling blowouts, replacing destroyed equipment, personal
injury, property damage and environmental contamination claims.
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Furthermore, oil and gas activities can result in liability under
federal, state and local environmental regulations for activities
involving, among other things, water pollution and hazardous waste
transportation, storage and disposal. Such liability can attach
not only to the operator of record of a well but also to other
parties that may be deemed to be current or prior operators or
owners of a well or the equipment involved. The Company has not
experienced any environmental liability as of the date of this
Prospectus.
USE OF PROCEEDS
The net proceeds to the Company from the issuance of the
Warrant Shares, after payment of offering expenses, is estimated
to be approximately $3,000,000, if all of the Warrants are
exercised, which the Company intends to use for general operating
expenses of the Company, including drilling and development of oil
and gas properties owned by the Company. Because 117,646 of the
Warrants expire December 11, 1999 and 3,124,000 of the Warrants
expire August 16, 2001, it can not be determined when, if ever,
any of the proceeds of this offering will be available for use by
the Company. If the Warrants are not exercised, there will be no
proceeds to the Company.
The Board of Directors will make final decisions on the use
of proceeds as it determines the best interests of the Company,
depending on many factors, including changing market conditions
and competitive forces.
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SELLING SHAREHOLDERS
The following table sets forth certain information as of
March 31, 1998 regarding the Common Stock of the Company benefi-
cially owned by the Selling Shareholders, and any position, office
or other material relationship which the Selling Shareholders have
had in the past three years with the Company.
<TABLE>
<CAPTION>
Number
of Shares of Percentage
Common Stock of Shares of
Shares Number of Beneficially Common Stock
Position, Beneficially Shares Owned Owned
Office or Owned of Common After Sale After Sale
Material Prior to Stock Under Under This Under This
Name Relationship Offering (1) This Offering Offering (2) Offering (3)
- ----------------- ------------------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Walter G. Mize Chairman of the Board, 80,040,000 (4) 10,000,000 70,040,000 71.47%
President and CEO
Augustine Fund LP 647,058 (5) 647,058 0 0%
Black Sea
Investments, Ltd. 388,235 (6) 388,235 0 0%
Triton Private
Equities Fund, L.P. 258,823 (7) 258,823 0 0%
Sands Brothers & Investment Banker 1,562,000 (8) 1,562,000 0 0%
Co., Ltd. and Selling Agent
Mark G. Hollo Managing Director of 1,562,000 (9) 1,562,000 0 0%
Sands Brothers & Co., Ltd.
TOTAL 84,458,116 14,418,116 70,040,000 71.47%
</TABLE>
1 Includes all shares that the Selling Shareholder has a right
to purchase within 60 days for which beneficial ownership is
deemed pursuant to Rule 13d-3 under the Exchange Act.
2 Includes all shares that the Selling Shareholder has a right
to purchase within 60 days for which beneficial ownership is
deemed pursuant to Rule 13d-3 under the Exchange Act.
3 Based on 97,395,512 shares of Common Stock outstanding at
March 31, 1998, as adjusted for deemed beneficial ownership
pursuant to Rule 13d-3 under the Exchange Act.
4 Includes 79,440,000 shares of Common Stock owned of record
and 600,000 shares of Common Stock which Mr. Mize has the
right to acquire within sixty (60) days from the date hereof
pursuant to options granted to him under the 1995 Stock Option
Plan of the Company.
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5 Includes 588,235 shares of Common Stock owned of record and
58,823 shares of Common Stock which the Selling Shareholder
has the right to acquire within sixty (60) days from the date
hereof pursuant to Warrants owned by the Selling Shareholder.
6 Includes 352,941 shares of Common Stock owned of record and
35,294 shares of Common Stock which the Selling Shareholder
has the right to acquire within sixty (60) days from the date
hereof pursuant to Warrants owned by the Selling Shareholder.
7 Includes 235,294 shares of Common Stock owned of record and
23,529 shares of Common Stock which the Selling Shareholder
has the right to acquire within sixty (60) days from the date
hereof pursuant to Warrants owned by the Selling Shareholder.
8 Includes 1,562,000 shares of Common Stock which the Selling
Shareholder has the right to acquire within sixty (60) days
from the date hereof pursuant to Warrants owned by the Selling
Shareholder.
9 Includes 1,562,000 shares of Common Stock which the Selling
Shareholder has the right to acquire within sixty (60) days
from the date hereof pursuant to Warrants owned by the Selling
Shareholder.
PLAN OF DISTRIBUTION
Shareholder Shares
The Company will not receive any of the proceeds from sales
of the Shareholder Shares owned by the Selling Shareholders.
Generally, all costs, expenses, and fees incurred in connection
with the registration of the Shareholder Shares offered hereby
will be borne by the Company. However, the Selling Shareholders
will bear all brokerage commissions and discounts and other costs
and expenses attributable to the sale of their Shareholder Shares
offered hereby.
Shareholder Shares owned by a Selling Shareholder may be sold
from time to time to purchasers directly by such Selling
Shareholder. Alternatively, the Selling Shareholders may from
time to time offer their respective Shareholder Shares in one or
more transactions (which may involve block transactions) (i)
through underwriters; (ii) through dealers; (iii) "at the market"
into an existing trading market, or in other ways not involving
market makers or established trading markets; (iv) in privately
negotiated transactions; or (v) in a combination of any such
transactions. Such transactions may be effected by any Selling
Shareholder at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated
prices, or at fixed prices. At the time a particular offer of
Shareholder Shares is made, a Prospectus supplement, if required,
will be distributed that will set forth the aggregate amount of
Shareholder Shares being offered and the terms of the Offering,
including the name or names of any underwriters, dealers or
agents, any discounts, commissions and other items constituting
compensation from the Selling Shareholder and any discounts,
commissions or concessions allowed or reallowed or paid to
dealers.
If an underwriter or underwriters are utilized in a firm
commitment public offering, the Selling Shareholders will execute
a firm commitment underwriting agreement with such underwriters.
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If a dealer is utilized in the sale of its Shareholder Shares, the
Selling Shareholder will sell such Shareholder Shares to the
dealer, as principal. The dealer may then resell such Shareholder
Shares to the public at varying prices to be determined by such
dealer at the time of resale.
Sales of Shareholder Shares "at the market" and not at a
fixed price into an existing trading market for the Shareholder
Shares, may be made to or through one or more underwriters, acting
as principal or as agent, as shall be specified in an accompanying
Prospectus supplement. Other sales may be made, directly or
through agents, to purchasers outside existing trading markets.
The place and time of delivery for a particular offer of the
Shareholder Shares will be set forth in an accompanying Prospectus
supplement, if required.
Any brokers or dealers that participate with the Selling
Shareholders in offers and sales of the Shareholder Shares offered
hereby (and any other participating brokers and dealers) may be
deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any
commissions or discounts received by such broker-dealers and any
profit on the sale of the Shareholder Shares by such broker-
dealers may be deemed underwriting discounts and commissions under
the Securities Act.
LEGAL OPINION
Tracy & Holland, L.L.P. of Fort Worth, Texas, which has
represented the Company in this offering, has delivered an opinion
concerning the due issuance of the Shares offered hereby.
EXPERTS
The consolidated Balance Sheets of the Company as of March
31, 1998 and 1997 and the related consolidated Statements of
Operations, Shareholders' Equity, and Cash Flows for the years ended
March 31, 1998, 1997 and 1996, incorporated by reference in this
Prospectus, have been incorporated by reference herein in reliance
on the report of Weaver and Tidwell, L.L.P., independent public
accountants, given on the authority of that firm as experts in
accounting and auditing.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company, pursuant to the foregoing
provisions or otherwise, the Company 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.
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UNITED HERITAGE CORPORATION
TABLE OF CONTENTS
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AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCU-
MENTS BY REFERENCE 2 14,418,116 Shares
Common Stock
THE COMPANY 3 $0.001 par value
RISK FACTORS 3
---------------------
USE OF PROCEEDS 8 Prospectus
---------------------
SELLING SHAREHOLDERS 9
PLAN OF DISTRIBUTION 10
LEGAL OPINION 11
EXPERTS 11
June __, 1998
=================================== =================================
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of all
estimated expenses in connection with the issuance and distribution
of the securities being registered:
Registration Fee............................................. $ 5,051
Printing Expenses............................................ 500
Legal Fees and Expenses...................................... 40,000
Accounting Fees and Expenses................................. 2,000
Miscellaneous................................................ 1,000
-------
Total................................................ $48,551
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Part 9 of the Utah Business Corporation Act (the "Act")
empowers a corporation to indemnify its directors and officers,
advance or reimburse expenses to its directors and officers, and
to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. Such indemni-
fication is permissible in certain situations and mandatory in
other situations. In cases where indemnification or advancing or
reimbursing of expenses is permissible, authorization and a
determination of qualification must be made in each specific case.
The Company's articles of incorporation and bylaws provide for
the indemnification of its directors and officers to the full
extent permitted by law. It is the Company's position that
because its articles of incorporation and bylaws provide that the
Company shall indemnify its directors and officers to the full
extent permitted by law, there need only be a determination as to
whether the individual in a specific case qualifies for
indemnification under Part 9, and, if so, that such
indemnification is already authorized.
ITEM 16. EXHIBITS.
3.01 Articles of Incorporation of the Company (filed as
Exhibit 3.01 to the Company's Form 10-Q for the fiscal
quarter ended December 31, 1997, and incorporated
herein by reference).
5 Opinion and Consent of Tracy & Holland, L.L.P.*
II-1
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<PAGE>
23.01 Consent of Tracy & Holland, L.L.P. (contained in the
Opinion filed as Exhibit 5 to this Registration Statement)*
23.02 Consent of Weaver and Tidwell, L.L.P., independent
certified public accountants*
- -----------------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to include any material information
with respect to the plan of distribution not previously dis-
closed in the Registration Statement or any material change to
such information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion
of the Commission, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
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.
II-2
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POWER OF ATTORNEY
Know All Men By These Presents that each person whose signa-
ture appears on the signature pages of this Registration Statement
constitutes and appoints Walter G. Mize and Harold L. Gilliam and
each of them, or any one of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including
Post-Effective Amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
or any of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any one of them or his
substitutes, may lawfully do or cause to be done by virtue hereof.
II-3
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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 Cleburne, State of Texas, on June 1,
1998.
UNITED HERITAGE CORPORATION
(Registrant)
By:/s/ Walter G. Mize
---------------------------
Walter G. Mize, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this report has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------ --------------------------------- ------------
/s/ Walter G. Mize President and Chief Executive June 1, 1998
- ------------------ Officer and Director (Principal
Walter G. Mize Executive Officer)
* Secretary and Director (Principal June 1, 1998
- ------------------ Financial and Accounting Officer)
Harold L. Gilliam
* Director June 1, 1998
- ------------------
Dr. Joe Martin
* Director June 1, 1998
- ------------------
Theresa D. Turner
* Director June 1, 1998
- ------------------
C. Dean Boyd
*By: /s/ Walter G. Mize
---------------------------------------
Walter G. Mize, as Attorney-in-
Fact for each of the persons indicated
II-4
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- ----------------------------------------------------------
5 Opinion and Consent of Tracy & Holland, L.L.P.
23.01 Consent of Tracy & Holland, L.L.P. (contained in the
Opinion filed as Exhibit 5 to this Registration Statement)
23.02 Consent of Weaver and Tidwell, L.L.P., independent certified
public accountants
II-5
TRACY & HOLLAND, L.L.P.
(A REGISTERED LIMITED LIABILITY PARTNERSHIP THAT
INCLUDES PROFESSIONAL CORPORATIONS)
ATTORNEYS AT LAW
306 WEST SEVENTH STREET, SUITE 500
FORT WORTH, TEXAS 76102-4982
J. DAVID TRACY, P.C.
J. WALKER HOLLAND, P.C. FAX (817) 332-3140
MARGARET E. HOLLAND, P.C. TELEPHONE (817) 335-1050
GEORGE T. JOHNS, P.C. METRO (817) 429-9463
LEWIS D. SCHWARTZ, P.C. EMAIL [email protected]
June 1, 1998
United Heritage Corporation
2 North Caddo Street
Cleburne, Texas 76031
Re: Registration Statement on Form S-3 (14,418,116 shares of
$0.001 par value Common Stock of United Heritage
Corporation)
Gentlemen:
We have acted as counsel to you (the "Company") in connection
with the registration statement on Form S-3 (the "Registration
Statement") pertaining to the registration of 14,418,116 shares of
the Company's common stock, $0.001 par value (the "Shares"), being
offered by the Company and certain shareholders.
In this connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have
deemed necessary for the purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as copies, and the
authenticity of the originals of all documents submitted to us as
copies. We have also assumed the genuineness of the signatures of
persons signing all documents in connection with which this opinion
is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Company, the due authorization,
execution and delivery of all documents by the parties thereto, and
the veracity of the information contained in all documents we have
reviewed.
Based upon our examination of the foregoing papers and docu-
ments, together with the examination of such other papers and
documents and the investigation of such matters of law as we have
deemed relevant or necessary in rendering this opinion, we hereby
advise you that we are of the opinion that:
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United Heritage Corporation
June 1, 1998
Page 2
The 14,418,116 shares of Common Stock of the Company being
offered by the Selling Shareholders will, when sold, be duly and
validly issued, and will be fully paid and nonassessable, whether
such shares shall theretofore have been authorized but unissued
shares of the Common Stock of the Company or shares reacquired by
the Company and held by it as treasury shares, provided that the
purchase price under each such agreement shall be at least equal to
the par value of the shares issued thereunder.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the reference to this firm
under the section entitled "Legal Opinion" in the Registration
Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.
Very truly yours,
TRACY & HOLLAND, L.L.P.
By: Lewis D. Schwartz, P.C.,
Partner
By: /s/ Lewis D. Schwartz
---------------------
Lewis D. Schwartz,
President
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the
registration statement of United Heritage Corporation
on Form S-3 (Amendment 2) of our report dated April 24,
1998, on our audits of the consolidated financial
statements of United Heritage Corporation as of March
31, 1998 and 1997, and for each of the three years in
the period ended March 31, 1998, which report is
included in the Annual Report on Form 10-K for the year
ended March 31, 1998. We also consent to the reference
to our firm under the caption "Experts."
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
June 2, 1998
