CURTIS MATHES HOLDING CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held January 29, 1998
To the Shareholders of CURTIS MATHES HOLDING CORPORATION:
NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders of
Curtis Mathes Holding Corporation, a Texas corporation, (the "Company"),
will be held on Thursday, January 29, 1998, at the offices of the
Company, 10911 Petal Street, Dallas, Texas 75238, commencing at 4:30
P.M., Dallas time, for the following purposes:
1. Adoption of directors' proposal to amend the Articles of
Incorporation of the Company to change the Company name to
"uniView Technologies Corporation."
2. Adoption of directors' proposal to amend the Articles of
Incorporation of the Company to reclassify its Common Stock as
$.10 par value, and to effect a 10 to 1 reverse stock split.
Only those Shareholders of record at the close of business on
December 12, 1997 will be entitled to receive notice of, and vote at the
meeting.
Your attention is called to the enclosed Proxy Statement.
By Order of the Board of Directors,
/s/ Billy J. Robinson
Billy J. Robinson
Secretary
Dallas, Texas
December 22, 1997
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CURTIS MATHES HOLDING CORPORATION
10911 Petal Street
Dallas, Texas 75238
(214 503-8880
_________________________
PROXY STATEMENT
_________________________
Special Meeting of Shareholders
January 29, 1998
INTRODUCTION
This Proxy Statement and the accompanying form of proxy are first
being mailed to shareholders of Curtis Mathes Holding Corporation (the
"Company") on or about December 22, 1997, in connection with the
solicitation of proxies on behalf of the Board of Directors for use at a
Special Meeting of Shareholders of the Company (the "Special Meeting") to
be held on Thursday, January 29, 1998, at the offices of the Company,
10911 Petal Street, Dallas, Texas 75238, commencing at 4:30 P.M., Dallas
time, and any postponement or adjournment thereof.
PROXY SOLICITATION
When proxies in the accompanying form are properly executed and
returned, the shares that they represent will be voted at the Special
Meeting in accordance with the instructions marked thereon. Executed but
unmarked proxies will be voted FOR all of the proposals. The persons
named as proxies in the accompanying form of proxy were selected by the
Board of Directors.
Any shareholder giving a proxy has the power to revoke it at any
time by written notice given to and received by the Secretary of the
Company prior to the Special Meeting, or any postponement or adjournment
thereof, or upon request if the shareholder is present at the Special
Meeting and chooses to vote in person. Whether or not you plan to attend
the Special Meeting, please sign and date the enclosed proxy and return
it promptly in the accompanying envelope in order to be sure that your
shares will be voted at the Special Meeting.
The Company is making the solicitation of proxies and will bear the
expense. In addition to the solicitation of proxies by mail,
solicitation may be made by directors, officers and employees of the
Company by telephone, telecopy, telegraph or in person. No additional
compensation will be paid to such persons for the solicitation of
proxies. To solicit proxies, the Company also will request the
assistance of banks, brokerage houses and other custodians, nominees and
fiduciaries and, upon request, will reimburse such organizations or
individuals for their reasonable expenses in forwarding soliciting
materials to their principals and in obtaining authorization for the
execution of proxies.
VOTING SECURITIES AND RECORD DATE
Only holders of record of shares of the common stock, $0.01 par
value, of the Company (the "Common Stock") as of the close of business on
December 12, 1997 (the "Record Date") are entitled to notice of and to
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vote at the Special Meeting. As of the close of business on the Record
Date, there were 45,541,406 shares of the Common Stock issued and
outstanding. The Common Stock is the only class of voting securities of
the Company issued and outstanding. Each shareholder of record in this
class at the close of business on the Record Date is entitled at the
Special Meeting to one vote for each share of the Common Stock held. As
provided in the Company's Articles of Incorporation, there is no
cumulative voting.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table and the notes thereto set forth certain
information with respect to the beneficial ownership of shares of the
Common Stock, as of the Record Date, by (i) persons known to the Company
to be the beneficial owners of more than 5% of the outstanding shares of
Common Stock, (ii) all directors of the Company, (iii) each of the
Company's most highly paid executive officers and (iv) all directors and
executive officers of the Company as a group.
The number of shares of Common Stock beneficially owned by each
individual set forth below is determined under the rules of the
Commission and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which an individual has sole or
shared voting power or investment power and any shares which an
individual presently, or within 60 days, has the right to acquire through
the exercise of any stock option or other right. Unless otherwise
indicated, each individual has sole voting and investment power (or
shares such powers with his spouse) with respect to the shares of Common
Stock set forth in the following table. The information is based upon
corporate records, information furnished by each shareholder, or
information contained in filings made with the Securities and Exchange
Commission.
Number of Shares
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
5% Beneficial Owners
Patrick A. Custer 2,498,615(1) 5.47%
P. O. Box 802808
Dallas, Texas 75380-2808
Geninvest, S.A. 3,627,333(2) 7.38%
c/o Lewis D. Rowe, Director
P.O. Box 1561
Zephyr House, Mary Street,
Grand Cayman, British West Indies
Directors
Patrick A. Custer 2,498,615(1) 5.47%
Edward M. Warren 227,500(3) 0.50%
Billy J. Robinson 102,500(4) 0.22%
Bernard S. Appel 75,000(5) 0.16%
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Executive Officers
Patrick A. Custer 2,498,615(1) 5.47%
Billy J. Robinson 102,500(4) 0.22%
All Directors and Executive
Officers as a Group 3,076,715(6) 6.70%
(1) Includes 175,000 shares owned outright by Mr. Custer; 50,000 shares
issuable to Mr. Custer upon exercise of vested nonstatutory Employee
Stock Options; 1,906,515 shares held of record by Custer Company,
Inc., a family trust, over which Mr. Custer exercises voting
control; 120,000 shares issuable to Custer Company, Inc. upon
exercise of warrants; 237,500 shares owned by his wife; 9,400 shares
held by his wife for the benefit of his minor daughter; and 100
shares each owned by his two sons.
(2) Issuable upon exercise of warrants.
(3) Includes 202,500 shares owned outright, and 25,000 shares issuable
to Mr. Warren upon exercise of stock options.
(4) Includes 65,000 shares owned outright, and 37,500 shares issuable to
Mr. Robinson upon exercise of vested nonstatutory Employee Stock
Options. Shares are held in escrow to be earned over four year term
of employment, but over which Mr. Robinson has voting rights.
(5) Includes 50,000 shares owned outright, and 25,000 shares issuable to
Mr. Appel upon exercise of stock options.
(6) Includes 2,903,615 shares beneficially owned by all directors. Also
includes 15,000 shares owned outright, and 57,500 shares issuable to
Mr. Richardson upon exercise of vested nonstatutory Employee Stock
Options. Also includes 10,000 shares owned outright, and 51,100
shares issuable to Mr. Park upon exercise of vested nonstatutory
Employee Stock Options. Also includes 2,000 shares owned outright,
and 37,500 shares issuable to Mr. O'Mara upon exercise of vested
nonstatutory Employee Stock Options.
NAME CHANGE
The directors propose to amend the Company's Articles of
Incorporation to change the Company name to "uniView Technologies
Corporation."
Management previously announced a complete internal restructuring of
the Company into two divisions, a Technologies Division and a Curtis
Mathes Division. The Technologies Division presently contains the latest
technologies in the convergence market, uniViewT and uniView XpresswayT,
and focuses on licensing its technologies to third parties in a variety
of niche applications including home, education, banking, hotel, and home
office, among others. The Curtis Mathes Division retains the Curtis
Mathes brand name, and focuses on strategic alternatives designed to
maximize its return on the name. The Technologies Division will also be
the home of all cutting edge technologies that may be acquired or
developed by the Company in the future.
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Management believes the name change is necessary as part of the
planned evolution and transformation of the Company from a consumer
electronics manufacturer to an advanced technology designer, developer
and service provider, which management believes represents the future of
the Company. Although the name change will not take effect until after
shareholder approval, management expects to begin introducing the new
name to the marketplace to create market awareness.
The language of the resolution passed by the Board of Directors to
be approved by the shareholders reads as follows:
"RESOLVED, that the name of the Corporation be changed to "uniView
Technologies Corporation" by the following amendment to the Articles of
Incorporation of the Corporation (Articles of Incorporation amended to
read): ARTICLE I: The name of the corporation is uniView Technologies
Corporation."
RECLASSIFICATION OF COMMON STOCK AND
REVERSE STOCK SPLIT
The directors propose to amend the Company's Articles of
Incorporation to reclassify the Common Stock of the Company to a par
value of $.10, and to effect a 10 to 1 reverse stock split, such that for
every ten (10) pre-amendment common shares held by a shareholder, such
holder would be entitled to one (1) post-amendment common share,
fractional shares being rounded up to the nearest full post-amendment
share, and outstanding warrants and options to purchase stock being
adjusted accordingly.
Adjustments to the corporate financial statements to reflect the
reclassification and reverse split are expected to be minimal. The
immediate effect in the market would be expected to increase the trading
price per share tenfold, and to decrease the number of post-amendment
shares involved in a trade to one-tenth of the pre-amendment number of
shares that would have been involved in an identical trade. For example,
a pre-amendment trade of 1,000 shares at a stock price of $.25 per share
would be equivalent to a post-amendment trade of 100 shares at a stock
price of $2.50 per share; the dollar amount of the transaction would
remain the same. Outstanding pre-amendment shares of 45,541,406 would
become approximately 4,554,141 outstanding post-amendment shares.
The Nasdaq Stock Market, the NASD, and the SEC have approved
substantial changes in Nasdaq initial listing and maintenance
requirements which are to become effective on February 23, 1998. These
changes will require that companies maintain $2,000,000 in net tangible
assets (total assets less total liabilities and goodwill) or market
capitalization of $35,000,000 or $500,000 in net income for two of the
last three years, a $1,000,000 market value for the public float, two
market-makers, and a minimum bid price of $1.00 per share. (As of the
Record Date, the single new maintenance requirement not met by the
Company is the minimum bid price per share of its Common Stock, the most
recent average closing bid prices ranging between $.25 and $.28 per
share.) After the new maintenance requirements become effective, if the
price of the Common Stock drops below $1.00 per share for 30 days, the
Company will be notified of delisting proceedings unless the stock closes
at $1.00 or more for ten consecutive days, within 90 days of falling out
of compliance. If the Company's securities are delisted from Nasdaq,
trading, if any, of the Company's securities would thereafter have to be
conducted in the non-Nasdaq over-the-counter market. In such event, an
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investor could find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the Company's securities.
In addition, if the Common Stock were to become delisted from trading on
Nasdaq and the trading price of the Common Stock were to remain below
$5.00 per share, trading in the Common Stock would also be subject to the
requirements of certain rules promulgated under the Securities Exchange
Act of 1934, as amended, which require additional disclosure by broker-
dealers in connection with any trades involving a stock defined as a
penny stock (generally, any non-Nasdaq equity security that has a market
price of less than $5.00 per share, subject to certain exceptions.) The
additional burdens imposed upon broker-dealers by such requirements could
discourage broker-dealers from effecting transactions in the Common
Stock, which could severely limit the market liquidity of the Common
Stock and the ability of investors to trade the Company's Common Stock.
Should the Company's stock price respond favorably to future
corporate developments, so that the new Nasdaq maintenance requirements
were met by the Company, even without a reverse stock split, management
believes the reverse split would further benefit the Company's
shareholders by placing the Company in a better position to qualify for
the Nasdaq National Market System (NMS.) Although the Company would
still have to meet all of the listing criteria of NMS, all three
alternatives for qualification require a minimum bid price of $5.00 per
share. If the Company were able to qualify for the NMS listing, such
listing would be expected to include other benefits and greater
opportunities associated with stocks trading at that level, such as the
opportunity for the stock to receive wider coverage in more publications
and to become more widely traded by a wider variety of investors, such as
mutual fund and managed portfolio managers.
Based upon current market conditions, in light of the new and
imminent Nasdaq maintenance requirements, and considering the increased
opportunities associated with higher priced stocks, management has
determined that the reclassification and reverse split is in the best
interest of the Company's shareholders. The reclassification and reverse
split would be effected by management by filing Articles of Amendment to
the Articles of Incorporation of the Company with the Texas Secretary of
State as soon as practicable after approval by the shareholders.
Holders of the Common Stock have no preemptive or other subscription
rights.
The language of the resolutions passed by the Board of Directors to
be approved by the shareholders in connection with the reclassification
and reverse split read as follows:
"RESOLVED, that the common stock of the Corporation be, and hereby is,
reclassified to a par value of $.10 per share by the following amendment
to the Articles of Incorporation of the Corporation (Articles of
Incorporation amended to read): ARTICLE IV (The first paragraph): The
total number of shares of all classes of stock which the corporation
shall be authorized to issue is 81,000,000 shares, divided into the
following: (i) 1,000,000 shares of preferred stock, of the par value of
$1.00 per share (hereinafter called "Preferred Stock"); and (ii)
80,000,000 shares of common stock, of the par value of $.10 per share
(hereinafter called "Common Stock."); and
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"FURTHER RESOLVED, that each ten (10) outstanding pre-amendment shares of
Common Stock, par value $.01 per share, shall be combined into one (1)
post-amendment share of Common Stock, par value $.10 per share,
fractional shares being rounded up to the nearest whole share of post-
amendment $.10 par value Common Stock; holders of each ten (10)
outstanding pre-amendment shares of par value $.01 Common Stock shall be
entitled to receive one (1) post-amendment share of par value $.10 Common
Stock, plus one (1) post-amendment share of par value $.10 Common Stock
for any fractional share held after the foregoing combination; and
"FURTHER RESOLVED, that all outstanding Warrants and Options to Purchase
common stock shall be modified, subject to the specific terms contained
in each warrant or option to purchase, which terms shall control in each
instance, such that the number of common shares issuable upon exercise of
such warrants or options to purchase shall reflect the foregoing reverse
split of pre-amendment par value $.01 Common Stock into post-amendment
par value $.10 Common Stock."
FORWARD LOOKING STATEMENTS
This Proxy Statement may contain "Forward Looking Statements," which
are Company expectations, plans, and projections which may or may not
materialize, and which are subject to various risks and uncertainties.
When used in this Proxy Statement, the words "plans," "expects,"
"anticipates," "estimates" and similar expressions are intended to
identify forward-looking statements. For a discussion of risk factors
associated with some of these expectations, please refer to the section
entitled "Risk Factors" beginning on page 5 of the Company's S-3
Registration Statement declared effective as of October 8, 1997, as well
as the Company's other SEC filings, which contain additional discussion
about those factors which could cause actual results or events to differ
from management's expectations. These forward-looking statements speak
only as of the date of this Proxy Statement. The Company expressly
disclaims any obligation or undertaking to release publicly any updates
or change in the Company's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement may be
based.
QUORUM AND REQUIRED VOTE
A majority of the issued and outstanding shares of Common Stock,
represented in person or by proxy, will constitute a quorum for the
transaction of business at the Special Meeting. An affirmative vote of a
majority of the shareholders represented in person or by proxy at a
meeting at which a quorum is present is required for approval of a
matter.
Under Texas law and under the Company's Articles of Incorporation
and Bylaws, shares of the Common Stock represented in person or by proxy
at the Special Meeting which abstain from voting on any matter are
considered as being represented at the Special Meeting and entitled to
vote on that matter. Such shares are therefore counted for the purpose
of establishing a quorum and also for establishing the minimum number of
votes required to approve any matter. As a result, such an abstention
from voting has the same legal effect as a vote "AGAINST" the matter even
though the shareholder or interested parties analyzing the results of the
voting may interpret such a vote differently. "Broker non-votes" and
proxies that simply withhold the authority to vote are not considered as
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being represented at the Special Meeting and are therefore not counted in
establishing a quorum or the minimum number of votes required to approve
any matter.
DATE OF SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the
next annual meeting of shareholders must forward a copy of such proposal
to the Secretary of the Company. Any such proposal must be received by
the Company for inclusion in its proxy statement and form of proxy
relating to that meeting by May 19, 1998. Shareholder proposals may be
excluded from the Company's proxy statement pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended,
provided certain conditions are met.
OTHER MATTERS
Management of the company does not expect any other matters to be
presented for action by the shareholders at the Special Meeting.
ALL PROXIES IN THE ACCOMPANYING FORM PROPERLY EXECUTED WILL BE VOTED
IN THE MANNER DIRECTED BY SHAREHOLDERS. IF NO DIRECTION IS GIVEN, SUCH
PROXIES PROPERLY EXECUTED WILL BE VOTED "FOR" ALL PROPOSALS SET FORTH
HEREIN.
By Order of the Board of Directors,
/s/ Billy J. Robinson
Billy J. Robinson
Secretary
December 22, 1997
Dallas, Texas
<PAGE>
Addendum - Form of Proxy
CURTIS MATHES HOLDING CORPORATION
PROXY SOLICITED BY DIRECTORS FOR SPECIAL MEETING
January 29, 1998
The undersigned, having received the Notice of Special Meeting and Proxy
Statement, hereby appoint(s) Neal J. Katz and Thomas W. (Bill) Park and
each of them, proxies to represent the undersigned, with full power of
substitution, at the Special Meeting of Shareholders of Curtis Mathes
Holding Corporation, to be held on Thursday, January 29, 1998 at the
offices of the Company, 10911 Petal Street, Dallas, Texas 75238,
commencing at 4:30 P.M., Dallas time, and any postponement or adjournment
thereof:
(continued and to be signed on reverse side.)
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(continued from other side)
Please date, sign and mail your
Proxy card back as soon as possible!
Special Meeting of Shareholders
CURTIS MATHES HOLDING CORPORATION
January 29, 1998
Please Detach and Mail in the Envelope Provided
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A [X] Please mark your votes as in this example.
The directors recommend a vote FOR both proposals.
1. Adoption of directors' proposal to amend the Articles of
Incorporation of the Company to change the Company name to "uniView
Technologies Corporation."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Adoption of directors' proposal to amend the Articles of
Incorporation of the Company to reclassify its Common Stock as $.10
par value, and to effect a 10 to 1 reverse stock split.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Unless otherwise specified in the squares provided, the proxies shall
vote FOR Proposal #1 and FOR Proposal #2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
______________ Date: _____________ ______________ Date: _____________
(Signature)(Title) (Signature if Held Jointly)
NOTE: Please sign name exactly as it appears above. 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 full
corporate name by President or other authorized person. If a
partnership, please sign in full partnership name by authorized
person.
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