May 1, 1998
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
RE: uniView Technologies Corporation (the "Company");
Rule 477 Application to Withdraw Post-effective Amendment No. 1
filed on April 22, 1998, to Registration Statement on Form
S-3 declared effective as of February 19, 1998 under File
No. 333-41061
Ladies and Gentlemen:
The above referenced POST-effective amendment was recorded in SEC
records as a PRE-effective amendment. I have under separate cover
requested that your records be changed to reflect that this amendment was
a POST-effective amendment to the above referenced registration statement.
No shares have been issued under this Post-effective Amendment No. 1
and, pursuant to my conversation with Anita Karu of your office, and Rule
477, I hereby request that the above referenced Post-effective Amendment
No. 1 be withdrawn, for the reasons set out below. (I am requesting that
the Post-effective amendment ONLY be withdrawn, and that the registration
statement under file number 333-41061 be left intact.)
As reflected in Post-effective Amendment No. 1 and in the cover
letter to the SEC filed along with the amendment, the purpose of Post-
effective Amendment No. 1 was to register additional shares of the
Company's Common Stock (the "Common Stock"), which have become issuable
upon conversion of the Company's Series M and N Preferred Stock (the
"Preferred Stock"). The number of shares included in Post-effective
Amendment No. 1 and in the original filing as "Common Stock Convertible
from Preferred Stock" was based on a variable conversion price, which
represents an average closing bid price of the Common Stock over five
consecutive trading days immediately prior to conversion. The Preferred
Stock is convertible at any time, and the actual conversion price and
number of actual shares issuable upon conversion cannot be precisely
determined until such time as the Preferred Stock is actually converted.
Pursuant to the Registration Rights Agreement between the Company and the
preferred security holders, the Company agreed to, and did, register
twice the number of shares of Common Stock that would have been issuable
if the Preferred Stock were converted as of that date. The then current
conversion price was used merely for the purposes of estimating and
setting forth a number of shares for the original filing. The actual
number of shares issuable upon conversion of the Preferred Stock is
subject to adjustment, depending on the actual date of conversion in the
future, and could be materially less or more than such estimated amount,
depending on factors which cannot be predicted by the Company including,
among other things, the future market price of the Common Stock. Because
the market price of the Common Stock has decreased significantly since
the date of the original filing, it has become necessary to register
additional shares and I will be filing a new registration statement in
the near future for this purpose.
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On behalf of the Company, I therefore request that the above
referenced Post-effective Amendment No. 1 be withdrawn. Thank you for
your courtesy and consideration.
Sincerely,
uniView Technologies Corporation
/s/ Billy J. Robinson
Billy J. Robinson, Vice President, Secretary
and General Counsel
