As filed with the Securities and Exchange Commission on December 14, 1998
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIVIEW TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Texas 541512 75-1975147
(State or other (Primary North American (I.R.S. Employer
jurisdiction of Industry Classification Identification No.)
incorporation or System Number)
organization)
10911 Petal Street, Dallas, Texas 75238
(214) 503-8880
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Billy J. Robinson
Vice President, Secretary and General Counsel
uniView Technologies Corporation
10911 Petal Street, Dallas, Texas 75238
(214) 503-8880
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time 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, please 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>
CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Proposed
Class of To Be Maximum Maximum Amount of
Securities to Registered(1) Offering Price Aggregate Registration
be Registered Per Unit(2) Offering Price(2) Fee
Common Stock,
$.10 par value 1,955,560 $0.69 $1,349,336 $375.11
(1) Includes 1,375,000 shares of Common Stock and up to 580,560
shares of Common Stock issuable upon the exercise of warrants.
(2) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(c), the offering price and
registration fee are calculated upon the basis of the average of the high
and low trading prices of the Common Stock as reported by the Nasdaq
Stock Market on December 8, 1998.
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.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION
10911 Petal Street
Dallas, Texas 75238
(214) 503-8880
Nasdaq Stock Market - UVEW
-----------------------------------
Securities offered by selling security holders:
1,375,000 shares of common stock, par value $.10 ("Common Stock"); and
580,560 shares of Common Stock issuable upon exercise of warrants.
Selling security holders will offer the securities to the public at
a price related to the market price at the time of each sale. On
December 8, 1998, the average of the high and low trading prices of the
Common Stock as reported by the Nasdaq Stock Market was $0.69 per share.
The Company will receive no proceeds from sales by the selling security
holders. The Company will only receive proceeds in the future if and
when any of the selling security holders exercise their warrants. The
selling security holders will receive net proceeds at the time of each
sale based on the sale price less brokers' commissions.
-----------------------------------
This investment involves a high degree of risk. You should purchase
shares only if you can afford a complete loss. See "Risk Factors"
beginning on page 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
December _____, 1998
<PAGE>
ABOUT THE COMPANY
uniView Technologies Corporation and its subsidiaries (the
"Company") engages in the development, licensing and implementation of
innovative hardware and network technologies and solutions for niche set-
top box applications. These applications include home healthcare,
education, banking, medical, hotel, and home office, among others. The
Company also provides computer system integration, technical support and
network consulting.
FORWARD LOOKING STATEMENTS
When used in this Prospectus, the words "plans," "expects,"
"anticipates," "estimates," "believes" and similar expressions are
intended to identify forward-looking statements. Such statements,
including statements contained in the following "Risk Factors" section,
are subject to risks and uncertainties that could cause actual results to
differ materially from those discussed. These forward-looking statements
speak only as of the date of this Prospectus. We expressly disclaim any
obligation or undertaking to release publicly any updates or change in
our expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement may be based.
RISK FACTORS
You should consider the following factors, together with the other
information in this Prospectus, in evaluating an investment in the
Company.
RISKS RELATED TO COMPANY OPERATIONS
Limited Operating History; Absence of Profitable Operations in Recent
Periods
We have reported a net loss in each of our last five fiscal years
from a combination of various operating segments. In 1993, we purchased
Curtis Mathes Corporation ("CMC"), which specialized in manufacturing and
marketing consumer electronics products related to the home entertainment
industry. In 1996 we phased out CMC's operations and inventory. In 1997
we developed our uniViewr technologies for the convergence of the
Internet and television. This year we acquired three computer-related
consulting companies, consolidated operations and moved to a different
business model focused on licensing our technologies and providing
computer-related consulting services. As you can see, our corporate
character and direction has changed in the recent past and we have a
limited operating history in our present form under our current business
model. We believe that we are positioned to be at the forefront of the
convergence industry, but we make no assurance that the expected demand
for our technologies and services under our current business model will
materialize or increase at the expected rate.
Limited Cash Flow; Additional Financing Required
In recent years, we have not achieved a positive cash flow from
operations. We continue to rely on sales of common and preferred stock
and available credit arrangements to supplement our ongoing financial
needs. We believe that to fully realize the expected financial returns
on our current business model, we will have to join with one or more
major financial business partners which have the means to fund our
<PAGE>
operations during this expansion phase. Until we become self-supporting
or until we link with a substantial financial business partner, we will
have to utilize additional equity or debt financing. We continually
evaluate opportunities with various investors to raise additional
capital. We have in the past raised all of the financing necessary to
fund ongoing operations. We make no assurance that such resources will
continue to be available to us or that they will be available upon
favorable terms. A lack of sufficient financial resources to fund
operations until our business plan begins to produce the expected returns
could have a material adverse effect on our business, operating results
and financial condition.
Dependence on Key Personnel
Our success depends to a significant extent on the performance and
continued service of our senior management and certain key employees.
Competition for highly skilled employees with technical, management,
marketing, sales, product development and other specialized training is
intense, and there can be no assurance that we will be successful in
attracting and retaining such personnel. Specifically, we may experience
increased costs in order to attract and retain skilled employees. In
addition, employees may leave or compete against us. Our failure to
attract additional qualified employees or to retain the services of key
personnel could materially adversely affect our business, operating
results and financial condition.
RISKS RELATED TO THE COMPANY'S COMMON STOCK
Additional Shares for Sale
The shares being registered under this Prospectus may be sold after
registration in the public market. The shares are expected to have no
underwriters and will therefore not be subject to underwriter price
stabilization transactions. The possibility that a substantial number of
our securities may, in the near future, be sold in the public market
could adversely affect prevailing market prices for the Common Stock. A
depressed stock price could further impair our ability to raise
additional capital through the sale of equity securities. Such
impairment of our ability to raise necessary financing for ongoing
operations could have a material adverse effect on our business,
operating results and financial condition. See "Risk Factors -- Limited
Cash Flow; Additional Financing Required," on page 2.
Risks Related to Under-Priced Stocks
The Common Stock is currently listed on the Nasdaq SmallCap Market
("Nasdaq"). In order to continue to be listed on Nasdaq we must
maintain, among other things, a minimum bid price of $1.00 per share.
Nasdaq has notified us that our Common Stock price is not in compliance
with their minimum bid price requirement. Nasdaq has allowed us until
January 13, 1999 to regain compliance with this standard or to request a
hearing to present our plan for doing so. We regain compliance after our
Common Stock price closes at or above the minimum requirement for at
least ten (10) consecutive trade days. If our stock price does not reach
the required level within the initial time frame allowed, we plan to
request a hearing with Nasdaq to present our plan for meeting this
standard. We expect that we will be able to regain compliance, but we
make no assurance that this will occur.
<PAGE>
If we fail to meet the minimum maintenance criteria, our securities
may be delisted from Nasdaq. Any trading of our securities after that
would have to be conducted in the non-Nasdaq over-the-counter market. If
that happens, an investor could find it more difficult to sell our
securities or to obtain accurate market quotations. Also, if the
securities are delisted and the trading price remains below $5.00 per
share, trading would be subject to certain other rules of the Exchange
Act. Such rules require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a "penny stock."
"Penny stock" is defined as any non-Nasdaq equity security that has a
market price of less than $5.00 per share, subject to certain exceptions.
Such rules require the delivery of a disclosure schedule explaining the
penny stock market and the risks associated with that market before
entering into any penny stock transaction. The rules also impose various
sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors. For
these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale. The
additional burdens imposed upon broker-dealers by such requirements could
discourage broker-dealers from effecting transactions in the securities.
This could severely limit the market liquidity of the securities and the
ability to sell the securities in the secondary market.
Potential Dilution of Shareholders' Ownership Interests
As of December 8, 1998, we had issued (1) 13,273,045 shares of
Common Stock; (2) warrants and vested employee stock options that could
be exercised into 1,624,591 shares of Common Stock; and (3) preferred
stock that could be converted into approximately 5.7 million shares of
Common Stock. If the holders of all outstanding warrants, options, and
convertible preferred stock exchanged their holdings for Common Stock on
that date, there would be approximately 20.6 million shares of Common
Stock outstanding. Such an event would dilute an existing shareholder's
ownership interest in the Company. (For example, an existing 10%
shareholder before such event would become a 6.4% shareholder after such
event. All other existing shareholders would experience similar
dilution). Such an event would increase our net tangible book value by
the amount of the proceeds we received for issuing Common Stock in
exchange for the warrants and options (approximately $7,839,770 or $.38
per share increase). "Pro forma net tangible book value" represents the
amount of total tangible assets, less total liabilities, divided by the
number of shares of Common Stock outstanding after such event. See
"DESCRIPTION OF SECURITIES," on page 9.
Preferred Stock's Preference over Common Stock
Our Preferred Stock has preferences over the Common Stock in payment
of dividends and in distributions to shareholders upon our dissolution.
During ongoing operations, these preferences mean very little. However,
if it became necessary to dissolve the Company and if any assets remain
after payment of creditors, we would have to distribute them first to our
Preferred Shareholders to pay the face amount and all accrued dividends
on their Preferred Stock. After that we could make distributions to
Common Shareholders. If dissolution occurred at the December 8, 1998
levels of Common and Preferred Stock, a Common Shareholder could receive
a distribution which is approximately $.22 per share less than it would
otherwise receive if there were no shares of Preferred Stock outstanding.
See "DESCRIPTION OF SECURITIES: Preferred Stock," on page 10.
<PAGE>
RISKS RELATED TO OUR TECHNOLOGIES AND SERVICES
Changes in Technology and Industry Standards
We operate in a marketplace that changes rapidly. Changes in
industry standards, frequent innovations and changes in customer
preferences could render our technologies and services unmarketable if we
are slow to anticipate or adjust to these changes. We may have to
develop new technologies or modify our existing technologies and services
to keep pace with these changes. Pursuit of these technological advances
will require substantial expenditures, and we make no assurance that we
will succeed in adapting our technologies as rapidly or as successfully
as our competitors. Our competitors may have better financing and could
gain advantage by implementing new technologies and services more quickly
and at lower cost. Failure to adapt our technologies or to develop and
introduce new technologies and enhancements in a timely fashion could
have a material adverse effect on our business, operating results and
financial condition.
Dependence on the Internet
We expect to derive a significant portion of our future income from
our Internet-related technologies and Internet advertising revenues. Our
future success will depend to a great extent upon the continued growth in
the use of the Internet by consumers and the increased use of the
Internet for commercial purposes, including use as an advertising medium.
If the expected rate of growth in the use of the Internet does not occur,
or if it occurs at a slower pace than expected, our business, operating
results and financial condition could be materially adversely affected.
Readiness for Year 2000
We have taken steps to assess the nature and extent of our Year 2000
issues, but we have not yet completed our assessment. We intend to work
toward making our internal information technology Year 2000 ready. This
may include replacing or updating existing computer systems as needed.
Additionally, we plan to evaluate the Year 2000 readiness of our
consultants, vendors and suppliers. Where we determine that critical
consultants, vendors or suppliers are not Year 2000 ready, we will
monitor their progress and take appropriate actions. We intend to
develop appropriate contingency plans should certain critical systems
utilized by us or our significant suppliers fail as a result of Year 2000
issues. We believe we are taking the necessary steps to resolve Year
2000 issues. Based on current progress and future plans, we believe that
Year 2000 issues will not significantly affect our ability to deliver our
technologies and services to our customers on a timely basis. However,
given the uncertain consequences of failure to resolve significant Year
2000 issues, any one or more such failures could have a material adverse
effect on our business, operating results and financial condition.
RISKS RELATED TO THE INDUSTRY
Highly Competitive Industry
We operate in an industry that is intensely and increasingly
competitive. It includes a large number of Internet-related companies
and computer consulting companies. A number of companies have announced
Internet-television convergence technologies similar to ours. Oracle has
promoted a low-cost Internet access technology in the form of a "network
<PAGE>
computer" device. Sony and Phillips market an Internet-television
convergence device from WebTV Networks. NewCom promotes their Web Pal.
Navio has announced development of a similar device. Video game devices
such as the Sega Saturn, the Sony Playstation and the Nintendo 64 also
provide Internet access. Television manufacturers have announced plans
to introduce Internet access into their products or through set-top
boxes, using technologies supplied by others. Personal computer
manufacturers, such as Gateway 2000, are introducing products that offer
full-fledged television viewing combined with Internet access. Operators
of cable television systems also plan to offer Internet access in
conjunction with cable service. We also compete with various national
and local Internet service and content providers such as America Online,
the Microsoft Network, AT&T Corp., and MCI Communications Corporation.
Competition occurs principally in the areas of style, quality,
functionality, service, design, product features and price. Our
competitors may develop Internet access products and services that are
superior to ours. They may be priced competitively with ours. They may
achieve greater market acceptance than ours. Many of our competitors may
have greater financial, technical, marketing and/or personnel resources
than we do. This competitive environment could (1) limit the number of
customers that are willing to utilize our technologies and services, (2)
require price reductions and increased spending on technology
development, marketing, network capacity, and content procurement, and
(3) limit our ability to develop new technologies and services. Any of
the foregoing events could have a material adverse effect on our
business, financial condition and operating results.
In addition, some of our competitors may be acquired by, receive
investments from or enter into other commercial relationships with
larger, well-established and well-funded companies. We make no assurance
that we will have the resources required to continue to respond
effectively to these competitive pressures. See "Risk Factors -- Limited
Cash Flow; Additional Financing Required," on page 2.
Government Regulation; Legal Uncertainties; International Business Risks
The Federal Communications Commission ("FCC") provides mandatory
guidelines for the electronic emissions of licensed products containing
our technologies. Several federal and state government agencies,
legislative bodies and courts, including the FCC, the Federal Trade
Commission and the Internal Revenue Service further impact our
technologies and services. A number of legislative and regulatory
proposals from various international bodies and foreign and domestic
governments in the areas of telecommunication regulation, access charges,
encryption standards, content regulation, consumer protection,
intellectual property, privacy, electronic commerce, and taxation, among
others, are currently under consideration. We cannot predict whether
such proposals will be adopted or whether they would be favorable or
unfavorable to the industry.
There are certain other significant risks inherent in doing business
on an international level, for example: (1) unexpected changes in
regulatory requirements, (2) uncertain political risks, (3) export
restrictions, (4) export controls relating to encryption technology such
as that utilized by the uniView technologies, (5) tariffs and other trade
barriers, (6) fluctuations in currency exchange rates, and (7)
potentially adverse tax consequences. Any one or all of the foregoing
could adversely impact our future planned international operations.
<PAGE>
Limited Protection of Intellectual Property and Proprietary Rights; Risk
of Litigation
We regard our Internet-television convergence technologies
containing software-related components as proprietary. We rely primarily
on a combination of trademark, copyright and trade secret laws,
nondisclosure agreements, and other methods to protect these proprietary
rights. As the number of Internet-television convergence technologies in
the industry increases and the functionality of these technologies
overlap, infringement claims may also increase. Third parties may assert
infringement claims against us in the future with respect to current or
future technologies. As is common in the industry, from time to time we
receive notices from third parties claiming infringement of intellectual
property rights. We investigate these claims and respond as we deem
appropriate. Policing unauthorized use of our technologies is also
difficult and can be expected to be a recurring problem. We expect to
enter into transactions in countries where intellectual property laws may
not be well developed or are poorly enforced. Any claim or litigation,
with or without merit, could be costly and could result in a diversion of
our attention, which could have a material adverse effect on our
business, operating results and financial condition.
USE OF PROCEEDS
The Company will receive proceeds only when any of the selling
security holders exercise their warrants. If that occurs, any proceeds
received by the Company will be used for general corporate purposes
including operating and working capital requirements. Various uses of
the proceeds may include additional advertising, promotion, and further
development of the uniView technologies.
SELLING SECURITY HOLDERS
The following table sets forth the total number of shares that were
beneficially owned by the selling security holders before the offering.
All of such shares are being offered for the account of the selling
security holders and after the offering the selling security holders will
each own no Common Stock of the Company. The table assumes that the
number of shares to be offered and sold constitute all of the shares of
Common Stock beneficially owned by the selling security holders.
<PAGE>
Number of
Shares
Selling Security Relationship to Number of Underlying
Holder the Company Shares Warrants
SECURITIES ACQUIRED PURSUANT TO A SECURITIES PURCHASE AGREEMENT:
Founders Equity
Group, Inc. Private Investor 625,000 N/A
Founders Mezzanine
Investors III, LLC Private Investor 125,000 N/A
Founders Partners IV,
LLC Private Investor 125,000 N/A
Scott D. Cook Private Investor 250,000 N/A
Donald Moorehead Private Investor 125,000 N/A
George Moorehead Private Investor 125,000 N/A
--------- ---------
SUBTOTAL 1,375,000 N/A
WARRANTS ACQUIRED PURSUANT TO PAST TRANSACTIONS:
Associates Funding
Group, Inc. Private Investor N/A 580,560
--------- ---------
SUBTOTAL N/A 580,560
--------- ---------
TOTAL 1,375,000 580,560
========= =========
GRAND TOTAL 1,955,560
PLAN OF DISTRIBUTION
The Shares being registered hereunder may be sold from time to time
by any of the selling security holders, or by pledgees, donees,
transferees or other successors in interest, or by additional selling
stockholders. The Shares may be disposed of from time to time in one or
more transactions through any one or more of the following: (1) to
purchasers directly, (2) in ordinary brokerage transactions and
transactions in which the broker solicits purchasers, (3) through
underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling
security holders or such successors in interest and/or from the
purchasers of the Shares for whom they may act as agent, (4) the pledge
of the Shares as security for any loan or obligation, including pledges
to brokers or dealers who may, from time to time, themselves effect
distributions of the Shares or interests therein, (5) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
own account pursuant to this Prospectus, (6) a block trade in which the
broker or dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to facilitate
the transaction and (7) an exchange distribution in accordance with the
rules of such exchange, including the NASDAQ SmallCap Market, prices and
at terms then prevailing or at prices related to the then current market
price, at negotiated prices and terms or otherwise. In effecting sales,
brokers or dealers may arrange for other brokers or dealers to
participate. The selling security holders or such successors in
interest, and any underwriters, brokers, dealers or agents that
participate in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the Securities, Act, and any profit
<PAGE>
on the sale of the Shares by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents
may be deemed to be underwriting commissions or discounts under the
Securities Act. In addition, any Shares held by the selling security
holders or such successors in interest that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to the Registration Statement of which this Prospectus is a
part.
The Company will pay all of the expenses incident to the offering
and sale of the Shares to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to
the selling security holders related thereto.
In the event of a material change in the plan of distribution
disclosed in this Prospectus, the selling security holders will not be
able to effect transactions in the Shares pursuant to this Prospectus
until such time as a post-effective amendment to the Registration
Statement is filed with, and declared effective by, the SEC.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized by its articles of incorporation, as
amended, to issue up to 80 million shares of Common Stock, $.10 par
value, of which 13,273,045 shares were issued and outstanding as of
December 8, 1998. Holders of Common Stock are entitled to one vote per
share on all matters submitted to a vote of the shareholders and do not
have cumulative voting rights in the election of directors. Accordingly,
the holders of a majority of the outstanding Common Stock can, if they so
choose, elect all directors. The vote of the holders of a majority of
the shares entitled to vote, present in person or represented by proxy,
shall decide any question brought before a meeting of the Company's
shareholders at which a quorum is present. A quorum consists of a
majority of the issued and outstanding shares of the Common Stock
entitled to vote. The articles of incorporation of the Company specify
that a majority vote of shareholders shall be determinative regardless of
provisions requiring more than a majority vote under the Texas Business
Corporation Act.
All of the shares issuable upon exercise of warrants will be fully
paid and nonassessable. Holders of the Common Stock have no preemptive
or other subscription rights, and shares of Common Stock have no
redemption, sinking fund, or conversion privileges. Holders of Common
Stock are entitled to receive dividends when, as and if declared by the
board of directors of the Company, out of funds legally available
therefor. In the event of liquidation or dissolution of the Company,
holders of Common Stock are entitled to share ratably in all assets
available for distribution to such shareholders.
Preferred Stock
The Company is authorized to issue up to 1,000,000 shares of
Preferred Stock, $1.00 par value, in one or more series, which, if
issued, would have certain preferences over the Common Stock. The
articles of incorporation of the Company vest the board of directors with
authority to establish and designate series of Preferred Stock and to fix
<PAGE>
and determine the relative rights and preferences of any series so
established. As of December 8, 1998, outstanding Preferred Stock
consisted of:
(1) $140,000 face value of Series A Preferred Stock with an annual
dividend rate of 6%, and no right to convert into Common Stock.
(2) $75,000 face value of Series H Preferred Stock with an annual
dividend rate of 5% and the right to convert such Preferred Stock into
5,000 shares of Common Stock at a minimum conversion price of $15.00 per
share.
(3) $1,050,000 face value of Series Q Preferred Stock with a 3%
annual dividend rate and the right to convert such Preferred Stock, as of
December 8, 1998, into approximately 2.3 million shares of Common Stock
at a variable conversion price which represents seventy-five percent of
the average of the closing bid prices of the Common Stock for five
consecutive trading days immediately prior to conversion. The number of
shares issuable upon conversion of Series Q Preferred Stock fluctuates
with the stock price of the Company's common stock; as the stock price
increases, the number of shares issuable on conversion decreases; as the
stock price decreases, the number of shares issuable on conversion
increases. Conversions of Series Q Preferred Stock are limited by the
holdings of their owners, as each owner may not hold more than 4.9% of
the Company's outstanding common stock at any one time.
(4) $1,700,000 face value of Series 1998-A1 Preferred Stock with a
5% annual dividend rate and the right to convert such Preferred Stock, as
of December 8, 1998, into approximately 3.4 million shares of Common
Stock at a variable conversion price which represents the lesser of (1)
$2.43375, or (2) 100% of the average of the four lowest closing bid
prices of the Common Stock during the twenty trading days immediately
prior to the date of conversion. The number of shares issuable upon
conversion of Series 1998-A1 Preferred Stock, at the option of the
holders thereof, fluctuates with the stock price of the Company's common
stock; as the stock price increases, the number of shares issuable on
conversion decreases; as the stock price decreases, the number of shares
issuable on conversion increases. Beginning on October 1, 1998 the right
to convert Series 1998-A1 Preferred Stock vests at the cumulative rate of
twenty-five percent per month until all shares of Series 1998-A1
Preferred Stock are convertible. Conversions are further limited by the
holdings of their owners, as each owner may not hold more than 4.999% of
the Company's outstanding common stock at any one time).
None of the Preferred Stock has any voting rights. It has
preference over the Common Stock as to dividends, and no dividends can be
declared or paid on Common Stock unless all dividends on Preferred Stock
have been declared and paid. Dividends on all Preferred Stock are
cumulative. No dividend may be declared or paid on shares of any series
of Preferred Stock unless they are paid on all series. In the event of
dissolution, liquidation or winding up of the Company, the holders of
each series of Preferred Stock would be entitled to receive the face
amount of the Preferred Stock plus all accumulated and unpaid dividends.
After such payment to the holders of Preferred Stock, the remaining
assets and funds of the Company could be distributed pro rata among the
holders of the Common Stock. Upon notice from the board of directors to
the holders, all or any part of any series of outstanding Preferred Stock
may be called for redemption and redeemed.
<PAGE>
Warrants and Employee Stock Options
As of December 8, 1998, various investors held warrants and
directors and various employees held vested stock options which were
exercisable for a total of 1,624,591 shares of Common Stock. Directors
and certain key employees hold an additional 210,000 stock options, which
vest at various times over the next two years. Exercise prices of all
warrants and stock options range from a high of $45.00 per share, to a
low of $.50 per share and expiration dates range from January 1999
through June 2003.
Debentures
As of December 8, 1998, none of the Company's debentures carried any
right to convert into Common Stock.
The transfer agent and registrar for Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.
RECENT DEVELOPMENTS
Except as may be reflected in this Prospectus, there have been no
material changes in the Company's affairs since the filing of the
Company's reports which have been incorporated herein by reference.
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission ("SEC") allows us to
"incorporate" into this Prospectus information from other documents we
file with the SEC. This means that we can disclose important information
to you by referring to those other documents. We are incorporating in
this Prospectus the documents listed below, except where the information
contained in those documents is different from the information contained
in this Prospectus.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998, dated September 18, 1998 (the "1998 10-K Report").
(2) The Company's Quarterly Report (Amended) on Form 10-Q/A for the
fiscal quarter ended September 30, 1998, dated November 24, 1998 (the
"September 1998 10-Q/A Report").
(3) The Company's Current Report (Amended) on Form 8-K/A as of June 12,
1998, filed on September 1, 1998 (the June 8-K/A Report").
(4) The Company's Current Report on Form 8-K as of December 1, 1998,
filed on December 4, 1998 (the December 8-K Report").
(5) The Company's Current Report on Form 8-K as of October 31, 1998,
filed on December 9, 1998 (the October 8-K Report").
We are also incorporating in this Prospectus all future documents we
may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") prior to termination
of this offering, which will update and supersede the information you
read in this Prospectus. (If any proxy statement is incorporated by
reference herein, such incorporation shall not include any information
contained in such proxy statement which is not, pursuant to the SEC's
rules, deemed to be "filed" with the SEC or subject to the liabilities of
Section 18 of the Exchange Act).
<PAGE>
We will provide at no cost to each person, including any beneficial
owner, to whom this Prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in this Prospectus
but not delivered with the Prospectus. You may make a written or oral
request for this information to: uniView Technologies Corporation, 10911
Petal Street, Dallas, Texas 75238, Attention: Investor Relations;
telephone number (214) 503-8880.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any
Company filing at the SEC's Public Reference Room, 450 Fifth Street,
N.W., Washington, D.C. 20549. (You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-
0330). You may also obtain any Company filing electronically through the
EDGAR Database located at the SEC's Internet site (http://www.sec.gov).
You may view additional information about the Company at our Internet
site (http://www.uniView.net). (The information posted at our Internet
site is not incorporated into this Prospectus).
This Prospectus is part of a Registration Statement on Form S-3 that
we have filed with the SEC. The Registration Statement contains more
information than is included in this Prospectus. You may review the
complete registration statement in the manner set forth above.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K as of June 30, 1998 and 1997, and for each of
the years in the three-year period ended June 30, 1998 have been audited
by King Griffin & Adamson P.C., independent certified public accountants,
as stated in their report which is incorporated herein by reference, and
has been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
DISCLOSURE OF 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 or persons
controlling the Company pursuant to the Company's Articles of
Incorporation or Bylaws, or otherwise, the Company has been informed that
in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
If a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee $ 375
Transfer agent's fees 150
Costs of printing 150
Legal fees and expenses 500
Accounting fees and expenses 250
Blue sky fees and expenses 250
Miscellaneous expenses 500
------
Total estimated fees $2,175
All amounts estimated except for Securities and Exchange Commission
registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02(16) and 2.02-1 of the Texas Business Corporation Act
empowers a corporation to indemnify its directors and officers or former
directors or officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers.
Article XIII of the Company's Articles of Incorporation, as amended,
provides that a director of the Company shall not be personally liable to
the Company or its shareholders for monetary damages for any act or
omission in his capacity as a director, except to the extent otherwise
expressly provided by a statute of the State of Texas. Article IX of the
Company's Bylaws provides for indemnification of officers and directors.
The Company has entered into Indemnity Agreements with all of its
officers, directors, and designated agents indemnifying them in
connection with services performed for the Company to the fullest extent
allowed by law.
ITEM 16. EXHIBITS
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein
by reference.
Exhibit
Number Description of Exhibit
4.1 Articles of Incorporation of the Company, as amended, defining the
rights of security holders (filed as Exhibit "4.1" to the Company's
Registration Statement on Form S-3 originally filed with the
Commission on May 13, 1998 and incorporated herein by reference.)
4.2 Bylaws of the Company, as amended, defining the rights of security
holders (filed as Exhibit "3(ii)" to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended December 31, 1997 and
incorporated herein by reference.)
4.3 Series A Preferred Stock terms and conditions (filed as Exhibit
"4.3" to the Company's annual report on Form 10-K for the fiscal
year ended June 30, 1994 and incorporated herein by reference.)
<PAGE>
4.4 Series H Preferred Stock terms and conditions (filed as Exhibit
"4.4" to the Company's Registration Statement on Form S-3 filed with
the Commission on June 20, 1996 and incorporated herein by
reference.)
4.5 Series 1998-A1 Preferred Stock terms and conditions (filed as
Exhibit "4.5" to the Company's Registration Statement on Form S-3
filed with the Commission on July 20, 1998 and incorporated herein
by reference.)
4.6 Series Q Preferred Stock terms and conditions (filed as Exhibit
"4.6" to the Company's Current Report on Form 8-K dated June 12,
1998 and incorporated herein by reference.)
4.7 Form of warrant issued in private placement.
23 Consent of King Griffin & Adamson P.C.
99.1 Form of Securities Purchase Agreement for private placement of
Common Stock.
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement 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.
(c) The undersigned Registrant hereby undertakes that: (1) For
purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Dallas, State of Texas, on
December 14, 1998.
UNIVIEW TECHNOLOGIES CORPORATION
By: /s/ PATRICK A. CUSTER
Patrick A. Custer
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Patrick A. Custer and
Billy J. Robinson, each of whom may act without joinder of the other, 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, execute and file with the
Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the
securities offered pursuant to this Registration Statement on Form S-3
under the Securities Act of 1933, including any amendment or amendments
relating thereto, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate, with all
exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, and each 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 in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done.
<PAGE>
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.
Principal Executive Officer and
Principal Financial and Accounting Officer
/s/ PATRICK A. CUSTER Chairman of the Board, December 14, 1998
Patrick A. Custer President, Chief Executive
Officer and Director
Additional Directors
/s/ BILLY J. ROBINSON Vice President, Secretary, December 14, 1998
Billy J. Robinson General Counsel and Director
/s/ EDWARD M. WARREN Director December 14, 1998
Edward M. Warren
/s/ BERNARD S. APPEL Director December 14, 1998
Bernard S. Appel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Articles of Incorporation of the Company, as amended, defining the
rights of security holders (filed as Exhibit "4.1" to the Company's
Registration Statement on Form S-3 originally filed with the
Commission on May 13, 1998 and incorporated herein by reference.)
4.2 Bylaws of the Company, as amended, defining the rights of security
holders (filed as Exhibit "3(ii)" to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended December 31, 1997 and
incorporated herein by reference.)
4.3 Series A Preferred Stock terms and conditions (filed as Exhibit
"4.3" to the Company's annual report on Form 10-K for the fiscal
year ended June 30, 1994 and incorporated herein by reference.)
4.4 Series H Preferred Stock terms and conditions (filed as Exhibit
"4.4" to the Company's Registration Statement on Form S-3 filed with
the Commission on June 20, 1996 and incorporated herein by
reference.)
4.5 Series 1998-A1 Preferred Stock terms and conditions (filed as
Exhibit "4.5" to the Company's Registration Statement on Form S-3
filed with the Commission on July 20, 1998 and incorporated herein
by reference.)
4.6 Series Q Preferred Stock terms and conditions (filed as Exhibit
"4.6" to the Company's Current Report on Form 8-K dated June 12,
1998 and incorporated herein by reference.)
4.7* Form of warrant issued in private placement.
23* Consent of King Griffin & Adamson P.C.
99.1* Form of Securities Purchase Agreement for private placement of
Common Stock.
_________________
* Filed herewith.
<PAGE>
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
Date Warrant No.
UNIVIEW TECHNOLOGIES CORPORATION
STOCK PURCHASE WARRANT
This Warrant is issued for good and valuable consideration, receipt
of which is hereby acknowledged, to ________________ (the "Holder") by
uniView Technologies Corporation, a Texas corporation (the "Company").
1. Purchase of Shares. Subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of this
Warrant at the principal office of the Company (or at such other place as
the Company shall notify the Holder hereof in writing), to purchase from
the Company ___________ Thousand (________) shares of par value $.10
Common Stock of the Company (the "Shares"), as adjusted pursuant to the
provisions of this Warrant.
2. Exercise Price. The exercise price for the Shares shall be
___________ ($_______) per share. Such price shall be subject to
adjustment pursuant to Section 8 hereof (such price, as adjusted from
time to time, is herein referred to as the "Exercise Price").
3. Exercise Period. This Warrant is exercisable at any time and
from time to time and, except as provided below, shall remain so
exercisable for ______ (_____) years from the date hereof. This Warrant
shall immediately terminate upon (a) the sale of all or substantially all
the assets of the Company or (b) the merger of the Company into or
consolidation with any other entity in which at least 50% of the voting
power of the Company is transferred. In the event of a transaction of
the kind described above, the Company shall notify the Holder at least
twenty (20) days prior to the consummation of such event or transaction.
4. Restricted Stock; Registration. The shares of Common Stock of
the Company purchased upon exercise of this Warrant ("Restricted Stock")
or purchasable upon exercise of this Warrant ("Underlying Stock") shall
not be transferable except upon the conditions stated below, which are
intended to insure compliance with federal and state securities laws.
The certificates representing these shares of stock, unless the same are
registered prior to exercise of this Warrant, shall be stamped or
otherwise imprinted with a legend in substantially the following form:
"The securities represented by this Certificate have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any state. The securities have been
acquired for investment and may not be sold, offered for sale
or transferred in the absence of an effective registration
under the Securities Act of 1933, as amended, and any
applicable state securities laws or an opinion of counsel
<PAGE>
satisfactory in form and substance to counsel for the Company
that the transaction shall not result in a violation of state
or federal securities laws."
5. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise,
in whole or in part, the purchase rights evidenced hereby. Such exercise
shall be effected by: (i) the surrender of the Warrant, together with a
duly executed copy of the form of exercise attached hereto, to the
Secretary of the Company at its principal offices; and (ii) the payment
to the Company of an amount equal to the aggregate Exercise Price for the
number of Shares being purchased.
6. Certificates for Shares. Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number
of Shares so purchased shall be issued as soon as practicable thereafter,
and in any event within 30 days of the delivery of the subscription
notice.
7. Reservation of Shares. The Company covenants that it will at
all times, keep available such number of authorized shares of its Common
Stock, free from all preemptive rights with respect thereto, which will
be sufficient to permit the exercise of this Warrant for the full number
of Shares specified herein, upon exercise of this Warrant. The Company
further covenants that such Shares, when issued pursuant to the exercise
of this Warrant, will be duly and validly issued, fully paid and non-
assessable and free from all taxes, liens and charges with respect to the
issuance thereof.
8. Adjustment of Exercise Price and Number of Shares. The number
of and kind of securities purchasable upon exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time as
follows:
(a) Subdivisions and Combinations. If the Company shall at
any time prior to the expiration of this Warrant subdivide its Common
Stock by split-up or otherwise, or combine its Common Stock, the number
of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision, or
proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the purchase price payable per share,
but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same. Any
adjustment under this Section 7(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective.
(b) Notice of Adjustment. When any adjustment is required to
be made in the number or kind of shares purchasable upon exercise of the
Warrant, or in the Warrant Price, the Company shall promptly notify the
Holder of such event and of the number of shares of Common Stock or other
securities or property thereafter purchasable upon exercise of the
Warrant.
9. No Fractional Shares. No fractional shares shall be issued
upon the exercise of this Warrant, and the number of shares of stock
issued upon exercise of this Warrant shall be rounded to the nearest
whole share.
<PAGE>
10. No Stockholder Rights. Prior to the exercise of this Warrant,
the Holder shall not be entitled to any rights of a shareholder with
respect to the Shares, including (without limitation) the right to vote
such Shares, receive dividends or other distributions thereon, exercise
preemptive rights or be notified of shareholder meetings, and such Holder
shall not be entitled to any notice or other communication concerning the
business or affairs of the Company.
11. Exchange of Warrant. Subject to any restriction upon transfer
set forth in this Warrant, each Warrant may be exchanged for another
Warrant or Warrants of like tenor and representing in the aggregate a
like number of Warrants. Any Holder desiring to exchange a Warrant or
Warrants shall make such request in writing delivered to the Company, and
shall surrender, properly endorsed, the Warrant or Warrants to be so
exchanged.
12. Mutilated or Missing Warrants. In case any Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall issue and deliver
in exchange and substitution for and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of such
Warrant and indemnity or bond, if requested, also reasonably satisfactory
to the Company. An applicant for such substitute Warrant shall also
comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.
13. Payment of Taxes. The Company will pay all taxes (other than
any income taxes or other similar taxes), if any, attributable to the
initial issuance of the Warrant and the issuance of the Shares upon the
exercise of the Warrant, provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of the
issuance or delivery of any Warrant, or the transfer thereof, and no such
issuance, delivery or transfer shall be made unless and until the person
requesting such issuance or transfer has paid to the Company the amount
of any such tax, or has established, to the satisfaction of the Company,
that no such tax is payable or such tax has been paid.
14. Warrant Register. The Warrants shall be numbered and shall be
registered on the books of the Company (the "Warrant Register") as they
are issued. The Company shall be entitled to treat the registered holder
of any Warrant on the Warrant Register as the owner in fact thereof for
all purposes and shall not be bound to recognize any equitable or other
claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration or transfer of Warrants which
are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with knowledge of such facts that its
participation therein amounts to bad faith.
15. Transfer of Warrants. The Warrants shall be transferable on
the Warrant Register only upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, the original power of
attorney, duly approved, or an official copy thereof, duly certified
shall be deposited with the Company. In case of transfer by executors,
<PAGE>
administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be
required to be deposited with the Company in its discretion. Upon any
registration of transfer, the Company shall deliver a new Warrant or
Warrants to the Person entitled thereto. Notwithstanding the foregoing,
the Company shall have no obligation to cause Warrants to be transferred
on its books to any Person, unless the Holder of such Warrants shall
furnish to the Company evidence of compliance with the Securities Act of
1933, as amended, and applicable state blue sky laws.
16. Successors and Assigns. The terms and provisions of this
Warrant shall inure to the benefit of, and be binding upon, the Company
and the holders hereof and their respective successors and assigns.
17. Amendments and Waivers. This Warrant may be amended, modified,
superseded or cancelled, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, only by a
written instrument signed by the parties to be bound thereby. Any waiver
or amendment effected in accordance with this Section shall be binding
upon each holder of any Shares purchased under this Warrant at the time
outstanding (including securities into which such Shares have been
converted), each future holder of all such Shares, and the Company.
18. Governing Law. This Warrant and the validity and
enforceability hereof shall be governed by and construed and interpreted
in accordance with the laws of the State of Texas without giving effect
to conflict of laws rules or choice of laws rules thereof.
IN WITNESS WHEREOF, the undersigned hereby executes this Stock
Purchase Warrant as of the date first written above.
UNIVIEW TECHNOLOGIES CORPORATION
By:
Patrick A. Custer, President
<PAGE>
NOTICE OF EXERCISE
To: uniView Technologies Corporation (the "Company")
(1) The undersigned ("Holder") hereby elects to exercise its rights
to purchase __________________________ shares of the Common Stock of the
Company (the "Securities") pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price in full, together with
all applicable transfer taxes, if any.
(2) Please issue a certificate or certificates representing the
Securities in the name of the undersigned Holder:
_______________________________
(Name)
_______________________________
(Address)
(3) With respect to the Securities being purchased hereunder, the
Holder makes, as of the date hereof, all of the representations and
warranties set forth below:
(a) Holder is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the
Securities. Holder is purchasing these Securities for its own account
for investment purposes only and not with a view to, or for the resale in
connection with, any "distribution" thereof for purposes of the
Securities Act of 1933, as amended ("Securities Act").
(b) Holder understands that the Securities have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona
fide nature of its investment intent as expressed herein. In this
connection, Holder understands that, in the view of the Securities and
Exchange Commission ("SEC"), the statutory basis for such exemption may
be unavailable if its representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a
period of one year or any other fixed period in the future.
(c) Holder further understands that the Securities must be
held indefinitely unless subsequently registered under the Securities Act
or unless an exemption from registration is otherwise available. In
addition, Holder understands that the instruments or certificates
evidencing the Securities will be imprinted with a legend which prohibits
the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.
(d) Holder is aware of the provisions of Rule 144, promulgated
under the Securities Act, which in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions, including,
among other things: the availability of certain public information about
the Company; the resale occurring not less than one year after the party
has purchased and paid for the securities to be sold; the sale being made
through a broker in an unsolicited "broker's transaction" or in
<PAGE>
transactions directly with a market maker (as said term is defined under
the Securities Exchange Act of 1934, as amended) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein.
(e) Holder further understands that at the time Holder wishes
to sell the Securities there may be no public market upon which to make
such a sale, and that, even if such a public market then exists the
Company may not be satisfying the current public information requirements
of Rule 144, and that, in such event, Holder could be precluded from
selling the Securities under Rule 144 even if the one-year minimum
holding period had been satisfied.
(f) Holder further understands that in the event all of the
requirements of Rule 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rule
144 is not exclusive, the Staff of the SEC has expressed its opinion that
persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons
and their respective brokers who participate in such transactions do so
at their own risk.
__________________________ ______________________________
(Date) (Signature and Title)
______________________________
(Name printed)
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of uniView Technologies Corporation on Form S-3 of our report
dated September 14, 1998 appearing in the Annual Report on Form 10-K of
uniView Technologies Corporation as of June 30, 1998 and 1997 and for
each of the years in the three-year period ended June 30, 1998 and to the
reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ King Griffin & Adamson P.C.
KING GRIFFIN & ADAMSON P.C.
Dallas, Texas
December 14, 1998
<PAGE>
THE SHARES OF COMMON STOCK (THE "COMMON SHARES") OFFERED HEREIN
ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY.
SECURITIES PURCHASE AGREEMENT
UNIVIEW TECHNOLOGIES CORPORATION
Private Offering of Common Stock
In connection with the offer (the "Offering") and proposed issuance
of 1,375,000 common shares, $0.10 par value per share ("Common Shares"),
of uniView Technologies Corporation, 10911 Petal Street, Dallas, Texas
75238 (the "Company") for a total investment in the Company of $550,000,
the undersigned prospective investor(s) (the "Investor") and the Company
hereby agree as follows:
1. Subscription. The Investor hereby subscribes for the purchase of
the Common Shares and agrees to purchase the aggregate number of
Common Shares set forth on the signature line of this Agreement.
The Company, in its sole discretion and for any reason, may accept
or reject this purchase in whole or in part at any time prior to its
execution hereof (the "Closing Date").
2. Restricted Shares. Investor recognizes that the Common Shares, when
issued, will not have been registered for public sale under the
Securities Act of 1933 (the "Securities Act") or the securities laws
of any state and that the share certificate will bear a "Restricted
Stock" legend as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER SAID ACT, OR (2) AN OPINION OF COMPANY COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED."
3. Registration Rights. In connection with the issuance of the
Common Shares offered pursuant to this agreement, the Company will
undertake to file a Registration Statement with the Securities and
Exchange Commission ("SEC") for registration of the Common Shares at
the earliest practicable time, and will use its best efforts to have
such Registration Statement declared effective at the earliest
possible date. In the event the registration statement is not
declared effective on or before December 31, 1998, the Company will
pay to each Investor its prorata share of a penalty amount of
$50,000 for each month thereafter until the registration statement
is declared effective, subject to a maximum aggregate penalty amount
of $150,000. In the event the registration statement is not
declared effective on or before March 31, 1999, the Company will pay
to each Investor its prorata share of a penalty amount of 50,000
Common Shares for each month thereafter until the registration
statement is declared effective, subject to a maximum aggregate
penalty amount of 400,000 Common Shares. Notwithstanding anything
to the contrary hereinabove, no penalty shall accrue for any period
of delay which is caused by Investor.
4. Payment of Purchase Price. The Investor shall pay for the Common
Shares by a mutually agreed method of funding to the Company on or
before November 19, 1998 (the "Closing Date.")
<PAGE>
The parties hereby agree that, upon clearance of the funds for
payment of the purchase price, the Company shall cause Common Share
certificate(s) to be issued in the Investor's name and delivered to
Investor.
5. Company's Conditions. The Company's obligation to issue and sell
the Common Shares shall be subject to the satisfaction (or waiver by
it) of the following conditions precedent:
(a) Performance. The Investor shall have tendered payment for the
Common Shares.
(b) Representations. Each representation and warranty made by
the Investor in this agreement shall be true and correct in all
material respects as though made on and as of the Closing Date.
(c) Legality. No change shall have occurred in any law, rule or
regulation that would prohibit the consummation of any transaction
contemplated hereby.
(d) Litigation. No action, proceeding or investigation shall
have been commenced or threatened, nor shall any other judgment or
decree have been issued or be proposed to be issued by any court,
agency or authority to set aside, restrain, enjoin or prevent the
consummation of any transaction contemplated hereby.
6. Representations and Warranties. The Investor makes the
representations, declarations and warranties set forth in this
Section with the intent that the same may be relied upon in
determining the Investor's suitability as a purchaser of the Common
Shares. If the Investor includes or consists of more than one
person or entity, the obligations of the Investor shall be joint and
several and the representations and warranties herein contained
shall be deemed to be made by and be binding upon each such person
or entity and their respective legal representatives, heirs,
executors, administrators, successors and assigns.
(a) No Regulatory Review. The Investor is aware that this is a
limited private offering and that no federal, state or other agency
has made any finding or determination as to the fairness of the
investment nor made any recommendation or endorsement of the Common
Shares.
(b) Ability to Evaluate. The Investor, by reason of the
Investor's knowledge and experience in financial and business
matters, is capable of evaluating the risks and merits of an
investment in the Common Shares.
(c) Investment Intent. The Investor acknowledges that the purchase
of the Common Shares hereunder is being made for the Investor's own
account, or investment purposes only and not with the present
intention of distributing or reselling the Common Shares in whole or
in part. The Investor further understands that the Common Shares
are not being sold to the Investor in a transaction registered under
the Securities Act of 1933, as amended (the "Act"), or any other
state securities laws. As a result, the Investor understands that
there will be restrictions on the transfer and sale of the Common
Shares. The Investor further understands that the Company has
agreed to file a Registration Statement with the SEC with respect to
<PAGE>
the Common Shares at the earliest practicable time. The Investor
hereby agrees not to sell or otherwise transfer the Common Shares
until the Investor has received notice from the Company that the
Registration Statement has been declared effective. Investor hereby
agrees to exercise the registration rights granted hereby, and to
sell the Common Shares pursuant to the registration, only in a
manner consistent with the representations and warranties made by
Investor to the Company hereunder. Investor understands that the
SEC may in its discretion comment on certain aspects of the
Registration Statement and the transaction and that such comments
may cause delay in the Registration Statement becoming effective.
Except as otherwise set forth herein, the Company shall have no
liability to Investor on account of any such delay initiated by the
SEC.
(d) Investment Information. The investor has received and reviewed
pertinent information regarding the Company, including the most
recent SEC Forms 10-K and 10-Q prior to the execution of this
Agreement and is capable of understanding and evaluating the
information contained therein. Specifically, the Investor is fully
aware of the risks relating to the business of the Company and
purchase of the Common Shares. The Investor will rely solely upon
its independent investigation and analysis in making the decision to
purchase the Common Shares. In particular, and without limiting the
generality of the foregoing, the Investor has not relied on, and the
Investor's decision to subscribe for Common Shares has not been
influenced by: (i) newspaper, magazine or other media articles or
reports related to the Company or its business; (ii) promotional
literature or other materials used by the Company for sales or
marketing purposes, or (iii) any other written or oral statement of
the Company or persons purporting to represent the Company. The
Investor has had the opportunity to discuss all aspects of this
transaction with management of the Company, has made or has had the
opportunity to make such inspection of the books and records of the
Company as the Investor has deemed necessary in connection with this
investment, and any questions asked have been answered to the
satisfaction of the Investor.
(e) Confidentiality. The Investor understands that the Offering
is confidential. The Investor has not distributed information on
the Offering to anyone other than such legal or financial advisors
as the Investor has deemed necessary for purposes of evaluating an
investment in the Common Shares.
(f) Authorization and Formation of Investor. The Investor,
if a corporation, partnership, trust or other form of business
entity, is authorized and otherwise duly qualified to purchase and
hold the Common Shares and such entity has not been formed for the
specific purposes of acquiring Common Shares in the Offering. If
the Investor is one of the aforementioned entities, it hereby agrees
that upon request of the Company it will supply the Company with any
additional written information that may be requested by the Company.
<PAGE>
(g) Accredited Investor Status. The Investor is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D
under the Act and within the meaning of similar regulations under
state securities laws for the reasons indicated in the "Investor
Acknowledgments" accompanying this Agreement. If the Investor is an
individual, he or she is of majority age and his or her marital
status is as indicated in the "Investor Acknowledgments." If the
Investor is an entity, the person executing this Securities Purchase
Agreement on behalf of the Investor is of majority age.
7. Reliance on Representations and Warranties. The Investor
understands that the Company will rely on the representations and
warranties of the Investor herein in determining whether a sale of
the Common Shares to the Investor is in compliance with federal and
applicable state securities laws.
8. Updating Information. All of the information set forth herein
with respect to the Investor, including, without limitation, all of
the representations and warranties set forth in Paragraph 6 of this
agreement, is correct and complete as of the date hereof and, if
there should be any material change in such information prior to the
acceptance of this subscription by the Company, the Investor will
immediately furnish the revised or corrected information to the
Company.
9. Notices. Any notice or other communications required or permitted
hereunder shall be sufficiently given if in writing and sent by
registered or certified mail, postage prepaid, return receipt
requested, if to the Company at the address set forth on the first
page of this Subscription Agreement, and to Investor, at the address
set forth in Paragraph 12 of this Subscription Agreement, or, to
such other address as either the Company or the Investor shall
designate to the other by notice in writing in accordance with this
Paragraph 9.
10. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of Texas.
11. Representations and Warranties of the Company. The Company
represents and warrants to Investor as follows:
(a) The Company has legal capacity, power and authority to enter
into and perform this Agreement and to consummate the transaction
contemplated hereby.
(b) This Agreement has been duly authorized, executed and delivered
by the Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with
its terms.
<PAGE>
(c) The execution and delivery of this agreement and the
performance of the obligations imposed hereunder will not result in
a violation of any order, decree or judgment of any court or
governmental agency having jurisdiction over Company or Company's
properties, will not conflict with, constitute a default under, or
result in the breach of, any contract agreement or other instrument
to which the Company is a party or is otherwise bound and no
consent, authorization or order of, or filing or registration with,
any court or governmental agency is required for the execution,
delivery and performance of this agreement.
(d) There is no litigation or proceeding or, to the best of the
Company's knowledge, threatened, against the Company which would
affect the validity or performance of this agreement.
(e) Upon consummation of the transaction contemplated hereby, the
Investor will own the Common Shares free and clear of all liens,
claims, charges and other encumbrances and the delivery of the
Common Shares to Investor pursuant to this agreement will transfer
legal and valid title thereto, free and clear of all liens, claims,
charges and other encumbrances.
(f) The Company will pay all transfer fees and expenses.
(g) The Common Shares when issued and delivered will be duly and
validly authorized and issued fully-paid and nonassessable and will
not subject the holders thereof to personal liability by reason of
being such holders. There are no preemptive rights of any
shareholder of the Company.
(h) The Company hereby agrees to indemnity and hold harmless the
Investor from and against any liability, damage, cost or expense
incurred as a result of breach by the Company of any representation,
warranty or covenant of the Company hereunder.
12. Signatures. The Investor declares under penalty of perjury that
the statements, representations and warranties contained herein and
in the following Investor Acknowledgments are true, correct and
complete and that this Securities Purchase Agreement was executed as
of November 19, 1998.
INVESTOR: ___________________________
Registered Address:
AGREED AND ACCEPTED:
UNIVIEW TECHNOLOGIES CORPORATION
By:______________________________
Patrick A. Custer
President and CEO
<PAGE>
APPENDIX "A"
INVESTOR ACKNOWLEDGMENTS
In order to induce uniView Technologies Corporation (the "Company")
to accept the foregoing Securities Purchase Agreement between the parties
dated as of November 19, 1998, the Investor expressly acknowledges the
following by placing his or her initials (or, if the Investor is a person
other than an individual, the initials of an individual duly empowered to
act for the Investor) in each of the spaces provided below:
THE INVESTOR HAS RECEIVED, HAS CAREFULLY REVIEWED INFORMATION ON THE
COMPANY AND HAS MADE AN INDEPENDENT INVESTIGATION AND ANALYSIS OF THE
INVESTMENT.
THE INVESTOR HAS CAREFULLY READ THE FOREGOING SECURITIES
SUBSCRIPTION AGREEMENT AND IN PARTICULAR, HAS CAREFULLY READ AND
UNDERSTANDS THE INVESTOR'S REPRESENTATIONS AND WARRANTIES MADE THEREIN
AND CONFIRMS THAT ALL SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE AND
CORRECT.
THE INVESTOR QUALIFIES UNDER THE FOLLOWING CATEGORY OR CATEGORIES OF
DEFINITIONS OF "ACCREDITED INVESTOR" (INDICATE EACH APPLICABLE CATEGORY):
(1) The Investor is a natural person whose individual net worth, or
joint net worth with that person's spouse, exceeds $1,000,000.
(______) Yes (______) No
(2) The Investor is a natural person who had an individual income
in excess of $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of $300,000 in
each of those years and has a reasonable expectation of
realizing the same income level in the current year.
(______) Yes (______) No
(3) The Investor is a broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
(______) Yes (______) No
(4) The Investor is an insurance company, a registered securities
broker or dealer, a licensed Small Business Investment Company,
a registered investment company, a business development company
as defined in Section 2(a)(48) of the Investment Company Act of
1940 or a private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
(______) Yes (______) No
(5) The Investor is an organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended, or a
corporation, Massachusetts or similar business trust or
partnership, not formed for the specific purpose of acquiring
the Units, with total assets in excess of $5,000,000.
(______) Yes (______) No
<PAGE>
(6) The Investor is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring
the Units offered, whose purchase is directed by a person who
has such knowledge and experience that he or she is capable of
evaluating the merits and risks of the proposed investment.
(______) Yes (______) No
(7) The Investor is a bank, savings and loan association or similar
institution acting in its individual or fiduciary capacity, or
an employee benefit plan with total assets in excess of
$5,000,000.
(______) Yes (______) No
(8) The Investor is a Plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of
a state or its political subdivisions for the benefit of its
employees, with total assets in excess of $5,000,000.
(______) Yes (______) No
(9) The Investor is an employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 ("ERISA"),
the investment decisions for which are made by a plan
fiduciary, as defined in Section 3(21) of ERISA, which is
either a bank, savings and loan association, insurance company,
or registered investment adviser, or is an employee benefit
plan that has total assets in excess of $5,000,000.
(______) Yes (______) No
(10) The Investor is an entity in which all of the equity owners are
accredited investors or individuals who are accredited
investors (as defined above).
(______) Yes (______) No
IN WITNESS WHEREOF, the Investor has executed and delivered this
Investor Acknowledgment as of November 19, 1998.
Official Signatory of Investor:
_______________________________
(Signature)
Name Printed: _______________________
Title: _____________________________
