UNIVIEW TECHNOLOGIES CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 13, 1999
To the Shareholders of UNIVIEW TECHNOLOGIES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders
of uniView Technologies Corporation, a Texas corporation, (the
"Company"), will be held at our corporate headquarters, 10911 Petal
Street, Dallas, Texas 75238, on May 13, 1999, at 4:30 P.M., Texas time,
for the following purposes:
1. Election of directors to serve until the next Annual Meeting of
Shareholders or until their respective successors are elected
and qualified;
2. Approval of the appointment of Grant Thornton LLP as
independent auditors for the Company for fiscal year ending
June 30, 1999;
3. Authorization to issue up to 5 million shares of Common Stock in a
secondary public offering for cash, at an offering price of no less
than $5 per share.
4. Authorization to issue, if required, the remaining common
shares for conversion of the Series Q Preferred Stock. This
issue, when combined with the previously issued shares, could
exceed the 20% level of outstanding shares.
5. Transaction of such other business as may properly come before
the meeting or any postponements or adjournments thereof (the
"Annual Meeting.")
Only those Shareholders of record at the close of business on April
12, 1999 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
April 5, 1999
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION
10911 Petal Street
Dallas, Texas 75238
(214 503-8880
_________________________
PROXY STATEMENT
"PRELIMINARY COPY"
_________________________
Annual Meeting of Shareholders
May 13, 1999
INTRODUCTION
This Proxy Statement and the accompanying form of proxy are first
being mailed to shareholders of uniView Technologies Corporation (the
"Company") on or about April 16, 1999, in connection with the
solicitation of proxies on behalf of the Board of Directors for use at
the Annual Meeting of Shareholders of the Company (the "Annual Meeting")
to be held at our corporate headquarters, 10911 Petal Street, Dallas,
Texas 75238, on May 13, 1999, at 4:30 P.M., Texas time, and any
postponement or adjournment thereof.
Our Annual Report on Form 10-K, without exhibits, accompanies this
Proxy Statement. We will furnish a copy of any exhibit upon payment of
our reasonable expenses in furnishing such exhibit. Requests for a copy
of any exhibit should be addressed to: Investor Relations, uniView
Technologies Corporation, 10911 Petal Street, Dallas, Texas 75238.
PROXY SOLICITATION
When proxies in the accompanying form are properly executed and
returned, the shares that they represent will be voted at the Annual
Meeting in accordance with the instructions marked thereon. Executed but
unmarked proxies will be voted FOR the election of the nominees for
director named in the proxy and FOR all proposals. If any other matters
are properly brought before the Annual Meeting, the persons named in the
accompanying proxy will vote the shares represented by such proxy in
accordance with their judgment on those matters. 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 Annual Meeting, or any postponement or adjournment
thereof, or upon request if the shareholder is present at the Annual
Meeting and chooses to vote in person. Whether or not you plan to attend
the Annual 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 Annual 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 our directors, officers and employees by
telephone, telecopy, telegraph or in person. No additional compensation
will be paid to such persons for the solicitation of proxies. To solicit
proxies, we also will request the assistance of banks, brokerage houses
and other custodians, nominees and fiduciaries and, upon request, will
<PAGE>
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 our common stock, $0.10 par
value, (the "Common Stock") as of the close of business on April 12, 1999
(the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. At the close of business on the Record Date, there are expected
to be 13,470,769 shares of the Common Stock issued and outstanding. The
Common Stock is the only class of our voting securities issued and
outstanding. Each shareholder of record in this class at the close of
business on the Record Date is entitled at the Annual Meeting to one vote
for each share of the Common Stock held. As provided in our 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, expected as of the Record Date, by our directors, by our
executive officers named in the table under "Summary Compensation Table,"
by a shareholder known to us to own beneficially more than 5% of the
outstanding shares of the Common Stock , and by all of our directors and
executive officers as a group. Each of the persons listed in the
following table has sole voting and investment power as to all shares
indicated except as set forth in the notes to the table.
Number of Shares
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
------------------- ----------------------- --------
5% Beneficial Owners
Alscomm, Inc. 800,000(1) 5.94%
16885 Dallas Parkway, Suite 313
Dallas, Texas 75248
Brown Simpson Strategic Growth 815,000(2) 5.70%
Fund, Ltd.
Carnegie Hall Tower
152 West 57th Street, 40th Floor
New York, NY 10019
Geneva Reinsurance Company, Ltd. 2,400,000(3) 15.12%
P.O. Box 1561
Zephyr House, Mary Street
Grand Cayman, British West Indies
Nations Investment Corp., Ltd. 1,000,000(4) 6.91%
P.O. Box 1561
Zephyr House, Mary Street
Grand Cayman, British West Indies
<PAGE>
Directors
Patrick A. Custer 359,040(5) 2.65%
Edward M. Warren 80,250(6) 0.59%
Billy J. Robinson 39,139(7) 0.29%
Bernard S. Appel 65,000(8) 0.48%
Executive Officers
Patrick A. Custer 359,040(5) 2.65%
Billy J. Robinson 39,139(7) 0.29%
All Directors and Executive
Officers as a Group 599,879(9) 4.38%
(1) Common shares owned.
(2) Common shares issuable upon exercise of warrants.
(3) Common shares issuable upon conversion of debenture.
(4) Common shares issuable upon exercise of warrants.
(5) Includes 17,500 shares owned outright by Mr. Custer; 35,000 shares
issuable to Mr. Custer upon exercise of vested nonstatutory Employee
Stock Options; 261,830 shares held of record by Custer Company,
Inc., a family trust, over which Mr. Custer exercises voting
control; 20,000 shares issuable to Custer Company, Inc. upon
exercise of warrants; 23,750 shares owned by his wife; 940 shares
held by his wife for the benefit of his minor daughter; and 10
shares each held by Mr. Custer for the benefit of his two sons.
(6) Includes 20,250 shares owned outright, and 60,000 shares issuable to
Mr. Warren upon exercise of vested nonstatutory stock options.
(7) Includes 17,889 shares owned outright, and 21,250 shares issuable to
Mr. Robinson upon exercise of vested nonstatutory Employee Stock
Options.
(8) Includes 5,000 shares owned outright, and 60,000 shares issuable to
Mr. Appel upon exercise of vested nonstatutory stock options.
(9) Includes 543,429 shares beneficially owned by all directors. Also
includes 6,695 shares owned outright, and 22,610 shares issuable to
Mr. Park upon exercise of vested nonstatutory Employee Stock
Options. Also includes 5,895 shares owned outright, and 21,250
shares issuable to Mr. O'Mara upon exercise of vested nonstatutory
Employee Stock Options.
ELECTION OF DIRECTORS
Four directors are to be elected at the Annual Meeting to hold
office until the next annual meeting of shareholders or until their
respective successors are duly elected and qualified. All of the
nominees are currently directors of the Company.
<PAGE>
The Board of Directors' nominees for the office of director are as
follows:
Name Age Position Held With the Company
Patrick A. Custer(1) 50 Chairman of the Board, President
and Chief Executive Officer
Billy J. Robinson 51 Director, Vice President,
Secretary and General Counsel
Edward M. Warren(1) 58 Director
Bernard S. Appel(1) 67 Director
____________________
(1) Member of the Audit Committee.
Nominees for Director
Patrick A. Custer, 50, is our Chairman of the Board, President and
Chief Executive Officer. Mr. Custer served as a director of the Company
from 1984 to 1985, and from 1987 until the present. He served as
President and Chief Executive Officer of the Company from 1984 to 1985
and from September, 1992 until the present. From 1986 until 1990, Mr.
Custer was an international business consultant for Park Central Funding
(Guernsey), Ltd. From 1978 until 1982, Mr. Custer was a general
securities principal and worked for a major brokerage firm as a corporate
finance specialist and was owner of his own brokerage firm. He was
responsible for structuring and funding IPO's, real estate, energy
companies, and numerous high-tech start-up companies. Mr. Custer is a
graduate of Texas Tech University in Finance and Management, with
additional studies in Electrical Engineering and master studies in Finance.
Edward M. Warren, 58, has been a director of the Company since
September 1992. Since 1980, he has been the Registered Principal and
Branch Manager for a major securities firm in Albany New York. He is
also a Financial Consultant, having presented numerous financial seminars
over the years throughout eastern New York and western New England. He
is a co-founder of the Coronado Group, which provides professional
services to the financial community, such as the analysis of economic
and market conditions, review of financial products, exchange of
marketing ideas, and continuing evaluation and recommendation of asset
allocation models. Mr. Warren received his undergraduate degree from
Williams College and holds a Master of Arts degree from Harvard University.
Billy J. Robinson, 51, has been a director of the Company since
March 1994. He has also served as Vice President/ General Counsel of the
Company since October 1993, and as Secretary of the Company since June
1994. Mr. Robinson has over 20 years legal experience, representing
banks and other financial institutions, with a concentration in
commercial transactions. Mr. Robinson is admitted to practice before the
United States Supreme Court, the United States District Court for the
Northern District of Texas and the District of New Mexico, and is
licensed to practice before all state courts in Texas and New Mexico.
Mr. Robinson is a certified Mediator in the State of Texas and is the
author of the 1994-95 Real Estate Law Correspondence Course for the Texas
Tech University Paralegal Certification Program.
<PAGE>
Bernard S. Appel, 67, has been a director of the Company since
February 1995. He has enjoyed a career of 34 years with Radio Shack,
holding every key merchandising and marketing position, culminating with
his promotion to president in 1984. In 1992 he was promoted to Chairman
of Radio Shack and Senior Vice President of Tandy Corporation. Since
August 1993, Mr. Appel has operated the private consulting firm of Appel
Associates. He is a director of Integrated Technology USA, Inc., a
company with a class of securities registered pursuant to section 12 of
the Exchange Act of 1934.
Executive Officers
Thomas W. (Bill) Park, 63, has been Vice President/ Chief Operating
Officer of various subsidiaries of the Company since October 1994. He is
responsible for securing strategic technology partners to ensure leading-
edge product design and manufacturing of uniView products and the uniView
XpresswayT systems and services. He has in the past managed annual sales
in excess of $250 million, both domestic and abroad. Mr. Park has a
dynamic breadth of experience in manufacturing, quality assurance,
engineering, product development and customer service, and he is a
recognized expert in the consumer electronics industry. Mr. Park enjoyed
a career of 29 years with subsidiary Curtis Mathes Corporation ("CMC"),
before leaving in August, 1993 for a position as Vice President of
Benelec Corporation, an international trading company dealing in
electronics, medical supplies, and other products. From August, 1993
until his return to the company in 1994, Mr. Park continued to make his
knowledge and experience available to CMC as a consultant. During his
career with CMC, he served in various positions with the company,
beginning as an Office Manager/ Cost Accountant in 1964 and culminating
as Executive Vice President in 1985, in which capacity he served until
1993. Mr. Park has traveled extensively and maintains valuable business
contacts in Europe and Asia. He holds a Bachelor of Business
Administration degree in Finance from the University of Texas.
Thomas P. O'Mara, 38, joined the Company in August 1996, and in
April 1997 was promoted to Vice President/ Sales and Marketing of all
operating subsidiaries of the Company, bringing with him more than 14
years of experience in the consumer electronics industry. Mr. O'Mara is
responsible for the sales, marketing and advertising strategy for
uniView's set-top box applications, and the uniView Xpressway, the
Company's Internet-access system and on-line service. In addition, Mr.
O'Mara has applied his broad technology expertise in the actual
development, design and execution of the uniView technology. He also
supervises corporate marketing and communications, channel partner
programs, and strategic alliance programs. Prior to joining the Company,
Mr. O'Mara spent 13 years with Pioneer Electronics, during which time he
was directly involved in sales and marketing aspects for the majority of
all of Pioneer's consumer electronics products. Mr. O'Mara received a
bachelor of business administration degree in accounting from LaSalle
University (Philadelphia, Pa.).
Transactions with Management and Others
In January 1997 we entered into a joint venture agreement with CMLP
Group, Ltd. ("CMLP") relating to the acquisition and development of
certain real estate as the future site of our corporate offices. CMLP
contributed initial capital of $276,285.27 and we contributed $354,000 to
the joint venture. As of April 1998 no further action had been taken in
furtherance of this project, and we purchased CMLP's share of the joint
<PAGE>
venture for 142,359 restricted shares of Common Stock in exchange for its
undivided 43.835% interest in the joint venture. This interest was
independently valued at approximately $280,000. The Common Stock was
issued at a price of $1.9669 per share, which represents 85% of the
average closing bid price of the Common Stock, as reported by NASDAQ, for
the 5 trading days immediately preceding the date of the transaction.
Members of CMLP Group, Ltd. included Associates Funding Group, Inc.,
Custer Company, Inc., Billy J. Robinson, Neal J. Katz, Thomas W. (Bill)
Park, and Thomas P. O'Mara.
Custer Company, Inc., a related party, loaned the Company $250,000
in December 1997. The note included interest only payments monthly at 18%
interest per annum. In April 1998, we converted this debt to equity by
issuing 147,725 shares of Common Stock for settlement of $256,377 in
outstanding principal and accrued interest as of that date. The Common
Stock was issued at a price of $1.7355 per share, which represents 75% of
the average closing bid price of the Common Stock, as reported by NASDAQ,
for the 5 trading days immediately preceding the date of conversion.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the 1934 Act ("Section 16(a)"), requires our
directors, executive officers and persons who beneficially own more than
10% of a registered class of the Company's equity securities ("10%
Owners") to file reports of beneficial ownership of our securities and
changes in such beneficial ownership with the Securities and Exchange
Commission ("Commission"). Directors, executive officers and 10% Owners
are also required by rules promulgated by the Commission to furnish us
with copies of all forms they file pursuant to Section 16(a).
Based solely upon a review of the copies of the forms filed pursuant
to Section 16(a) furnished to us, or written representations that no year-
end Form 5 filings were required for transactions occurring during fiscal
year ended June 30, 1998, we believe that during the fiscal year ended
June 30, 1998, all Section 16(a) filing requirements applicable to our
directors, executive officers and 10% Owners were complied with.
Nominations for Election to the Board of Directors
We do not have a nominating committee, The Board of Directors
considers persons who would be eligible or desirable for membership on
the Board of Directors and potential nominees are solicited. We obtain
information with respect to all such potential nominees which the Board
of Directors evaluates and then decides who to nominate for the position
of director.
Meetings and Committees of the Board of Directors
During fiscal year ended June 30, 1998, all Board action was taken
by unanimous consent of the Directors, except for action taken in
meetings attended by all directors held on August 7, 1997, October 9,
1997, December 22, 1997, January 30, 1998, March 16, 1998, April 14,
1998, and June 11, 1998.
The Audit Committee reviews the scope and results of our annual
audit, receives any suggestions from the independent auditors concerning
improvements in our accounting practices and procedures, and reviews
other professional services furnished by the independent auditors. The
Audit Committee is currently comprised of Patrick A. Custer, Edward M.
<PAGE>
Warren, and Bernard S. Appel. This committee met once during the last
fiscal year to review and approve the independent auditors' report for
fiscal year ended June 30, 1997. The members also consulted on an
ongoing basis and as necessary during the last fiscal year.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table summarizes the compensation paid over the last
three completed fiscal years to our Chief Executive Officer and any other
executive officer of the Company who received compensation of $100,000
or more during the fiscal year ended June 30, 1998.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
All
Other
Name and Year Other Restricted Securities LTIP Compen-
Principal Ended Annual Stock Underlying Payouts sation
Position Jun. 30 Salary($) Bonus($) Compensation($) Award(s)($) Options/SARs(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Patrick A. Custer 1998 170,000 -0- 12,000 -0- 15,000 -0- -0-
Chairman of the 1997 151,310 11,200 12,000 -0- 40,000 -0- -0-
Board and CEO 1996 102,692 -0- 12,000 59,750 -0- -0- -0-
Billy J. Robinson 1998 125,000 -0- 27,500 18,177 15,000 -0- -0-
Vice President, 1997 110,481 11,200 27,500 43,625 15,000 -0- -0-
General Counsel 1996 72,981 -0- 27,500 79,475 -0- -0- -0-
</TABLE>
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
The following table shows all individual grants of stock options to
the named executive officers during the fiscal year ended June 30, 1998.
Grant Date
Individual Grants Value
------------------------------------------------------- ----------
(a) (b) (c) (d) (e) (f)
Number of % of Total
Securities Options/
Underlying SARs
Name and Options/ Granted to Exercise Market Grant
Principal SARs Employees or Base Price on Date
Position Granted in Fiscal Price the Date Expiration Present
(#)(1)(2) Year(2) ($/Sh) of Grant Date Value(3)
<S> <C> <C> <C> <C> <C> <C>
Patrick A. Custer
Chairman of the
Board and CEO 15,000 20% $2.30 $2.50 April 14, 2003 $18,066
Billy J. Robinson
Vice President,
General Counsel 15,000 20% $2.30 $2.50 April 14, 2003 $18,066
</TABLE>
<PAGE>
(1) Options have a five-year life, vest in increments over one and one-
half years and are priced at the average closing bid price of the
Common Stock, as reported by NASDAQ, for the five (5) trading days
immediately preceding the date of grant.
(2) The Company has not made any grants of SARs.
(3) The options were valued as of April 15, 1998 using the SFAS 123 -
Black Scholes Option Pricing Model, assuming expected volatility of
79%, a 6% estimated risk-free rate of return, 0% dividend yield, and
time of exercise of 2.0 years. (You can obtain further information
concerning pricing of options at Note 10 beginning on page F-12 of
the Notes to Consolidated Financial Statements in our Annual Report
on Form 10-K for fiscal year ended June 30, 1998.)
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
The following table shows aggregate exercises of options (or tandem
stock appreciation rights) and freestanding stock appreciation rights
during the fiscal year ended June 30, 1998 by each of the named executive
officers.
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#)(2) FY-End ($)(2)(3)
Name and Shares Value
Principal Acquired Realized Exercisable (E)/ Exercisable/
Position on Exercise ($)(1) Unexercisable (U) Unexercisable
- -------- ----------- ------ ----------------- -------------
Patrick A. Custer
Chairman of the 20,000 (E) --
Board and CEO -- -- 30,000 (U) --
Billy J. Robinson
Vice President, 12,500 (E) --
General Counsel -- -- 17,500 (U) --
(1) The Company has not made any grants of SARs.
(2) On June 30, 1998 the options were not considered "in-the-money," as
the fair market value of the underlying securities on that date
($2.16) did not exceed the exercise price of the options.
Compensation of Directors
None of the inside directors are paid compensation as such, except
for services performed in another capacity, such as an executive officer
of the Company. Our outside directors are paid $500 per meeting, plus
their expenses for attending Board of Director meetings. During fiscal
1998, we additionally granted each of the two outside directors stock
options to purchase 75,000 shares of Common Stock. The options have a 5
year life, vest in increments during the 18-month period following the
date of grant. They are priced at the average closing bid price of the
<PAGE>
Common Stock, as reported by NASDAQ, for the 5 trading days immediately
preceding the date of grant. The exercise price of the options is $2.30
per share and the market price of the Common Stock on the date of grant,
April 15, 1998, was $2.50 per share.
Compensation Committee Interlocks and Insider Participation
Mr. Custer and Mr. Robinson participated in advising our Board of
Directors concerning certain aspects of executive officer compensation
during the last completed fiscal year. Mr. Custer is our Chairman of the
Board, President and Chief Executive Officer; and Mr. Robinson is Vice
President, Secretary, General Counsel, and a Director.
Board of Directors Report on Executive Compensation
Executive Compensation
We have structured our executive compensation program within our
financial framework with a goal of attracting and retaining high-quality
executive talent. The executive compensation program consists generally
of base salary and employee benefits. We review our compensation
programs periodically and compares our pay practices with other similar
companies and with companies staffed with similarly-skilled executives.
During the first fiscal quarter of each year, we review salary increases
for the current year and, considering our financial performance and each
executive officer's perceived contribution to that performance, salaries
are set accordingly.
Chief Executive Officer
For the year ended June 30, 1998, Mr. Custer received $182,000 and
nonstatutory employee stock options, the vested portion of which was
valued at $6,022, for his services as our President and Chief Executive
Officer. The factors we considered in setting his compensation include
Mr. Custer's leadership in restructuring the Company, his contribution to
our strategic focus and financial positioning, and included a
consideration of his responsibilities, experience, and skills.
Patrick A. Custer (Chairman) Edward M. Warren
Bernard S. Appel Billy J. Robinson
The foregoing report is not incorporated by reference in any
prior or future filings of the Company under the Securities Act of 1933,
as amended (the "1933 Act"), or under the Securities Exchange Act of
1934, as amended (the "1934 Act"), unless we specifically incorporate the
report by reference and the report shall not otherwise be deemed filed
under such Acts.
Performance Graph
During the past fiscal year, we changed our Standard Industrial
Classification system (SIC) code from 3651 (Household Audio and Video
Equipment) to North American Industry Classification System (NAICS) code
541512 (Computer Systems Design Services). This change was made to
reflect the current nature of our primary business activities.
The following graph compares our total stockholder returns
("uniView") since June 30, 1993 to three indices: (1) the "NASDAQ Market
Index ("NASDAQ");" (2) the aggregate price performance of equity
<PAGE>
securities of companies classified under NAICS code 541512 (our new code)
for Computer Systems Design Services ("MG Group"); and (3) the aggregate
price performance of equity securities of companies classified under SIC
code 3651 (our old code) for Household Audio and Video Equipment ("SIC
Code").
The total return shown for our stock and for each index assumes the
reinvestment of dividends, even though dividends have never been declared
on our Common Stock. The NASDAQ Market Index tracks the aggregate price
performance of equity securities of companies traded on the NASDAQ Stock
Market. The MG Group Index tracks the aggregate price performance of
equity securities of companies traded on the various exchanges, including
the NASDAQ Stock Market, which are grouped under NAICS code 541512 for
Computer Systems Design Services. The SIC Code Index tracks the
aggregate price performance of equity securities of companies traded on
the various exchanges, including the NASDAQ Stock Market, which are
grouped under SIC code 3651 for consumer electronics (Household Audio and
Video Equipment).
The graph should be viewed in the context of our disposition of
Southwest Memory, Inc. during fiscal year ended June 30, 1995, the
curtailment of the commodity consumer electronics business operations of
the Curtis Mathes Corporation subsidiary during fiscal year ended June
30, 1996, and the introduction during fiscal year ended June 30, 1997 of
our technologically advanced Internet access uniViewr products and
uniView Xpressway Online Service. Accordingly, the graph may not
necessarily indicate our future performance.
6/30/93 6/30/94 6/30/95 6/30/96 6/30/97 6/30/98
uniView 100.00 312.50 68.80 137.50 90.60 21.60
MG Group 100.00 124.17 161.62 213.95 198.14 249.57
NASDAQ 100.00 109.66 128.61 161.89 195.02 258.52
SIC Code 100.00 149.00 122.80 150.98 176.61 154.49
The foregoing graph is not incorporated in any of our prior or
future filings under the 1933 Act or the 1934 Act, unless we specifically
incorporate the graph by reference, and the graph shall not otherwise be
deemed filed under such Acts.
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 Prospectus, the words "plans," "expects,"
"anticipates," "estimates," "believes" and similar expressions are
intended to identify such statements. These statements are subject to
risks and uncertainties that could cause actual results to differ
materially from those discussed. For a discussion of risk factors
associated with some of these expectations, please refer to the section
entitled "Risk Factors" in our most recent S-3 Registration Statement, as
well as our other SEC filings, which contain additional discussion about
those factors which could cause actual results or events to differ from
our expectations. These forward-looking statements speak only as of the
date of this Proxy Statement. We expressly disclaim any obligation or
<PAGE>
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.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP was appointed as of December 1, 1998 to serve as
our principal accountant for the current year, subject to ratification of
such appointment by the shareholders. A representative of Grant Thornton
LLP is expected to be present at the shareholders meeting and will have
an opportunity to make a statement if they desire to do so and are
expected also to be available to respond to appropriate questions.
King Griffin & Adamson P.C. served as our principal accountant for
the fiscal year most recently completed. A representative of King
Griffin & Adamson, P.C. is not expected to be present at the shareholders
meeting. The client-auditor relationship between the Company and King
Griffin & Adamson P.C. ended, with the approval of our audit committee,
as of December 1, 1998. The change resulted from our desire to move to a
larger firm.
During our two most recent fiscal years and the subsequent interim
period preceding termination of the relationship, there were no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure. Although unrelated to the change, the former
accountant's report on our financial statements for the immediate past
fiscal year contained an opinion that was qualified concerning our
ability to continue as a going concern. The former accountant was
provided with a copy of the above disclosures and furnished us with a
letter addressed to the Commission stating that it agreed with the
foregoing statements. The former accountant's letter was filed as an
exhibit to our Current Report on Form 8-K dated December 1, 1998.
AUTHORIZATION TO ISSUE COMMON STOCK
IN SECONDARY OFFERING
We are seeking shareholder authorization to issue up to 5 million
shares of Common Stock in a secondary public offering for cash, at an
offering price of no less than $5 per share. The securities will have no
preemptive rights. Further shareholder authorization for the issuance of
the securities according to these terms will not be solicited prior to
such issuance. We may elect to offer fewer shares, or increase the
offering price, however, $5 is the minimum at which the shares will be
offered without further shareholder approval. The purpose of seeking
shareholder approval at this time is to allow us the most flexibility in
the timing of the offering in the future and to avoid the necessity and
expense of calling a special shareholders' meeting to approve the
offering. If approved, we will proceed at an appropriate time within the
parameters set out above and according to other customary terms.
We expect to net approximately $22 million in cash from the
offering, after cost of funds. The purposes for which the net proceeds of
the offering are to be used include $8 million for letters of credit and
other surety instruments for manufacturing equipment for contracts; $2.1
million for expansion of database management systems; $2.4 million for
additional Internet points of presence (POP sites) for utility companies;
$4.5 million for research and development of advanced software products;
and $5 million reserved for operational expansion.
<PAGE>
AUTHORIZATION TO ISSUE COMMON STOCK
IN EXCESS OF 20% OF OUTSTANDING SHARES
Marketplace Rules of The Nasdaq Stock Market, Inc. require
shareholder approval in certain instances before a company may issue
common stock, or securities convertible into common stock, in excess of
20% of the number of common shares outstanding at the time of the
transaction. We are seeking shareholder authorization to issue, if
required, the remaining common shares for conversion of the Series Q
Preferred Stock. This issue, when combined with the previously issued
shares, could exceed the 20% level of outstanding shares. We believe
that failure of the shareholders to authorize issuance of the additional
shares will force the Company into a cash redemption of the outstanding
shares of Series Q Preferred Stock.
Series Q Preferred Stock was issued on June 5, 1998 in the face
amount of $1,500,000. It is convertible into Common Stock at any time.
The number of common shares issuable upon conversion is based on a
variable conversion price equal to 75% of the average of the closing bid
prices of the Common Stock for 5 consecutive trading days immediately
prior to each conversion. At the time of the transaction, 9,083,852
shares of Common Stock were issued and outstanding. The entire amount of
Series Q Preferred Stock was convertible on that date into a total of
1,172,150 common shares, well below the 20% threshold of 1,816,669 shares
requiring shareholder approval. Due to a decrease in our stock price
since that date, the total number of common shares now issuable upon
conversion of all outstanding shares of Series Q Preferred Stock will
exceed the 20% threshold. As of April 12, 1999 the unconverted balance
of Series Q Preferred Stock is expected to have a face value of $800,000,
with a 3% annual dividend rate. Based on the current conversion price,
it is convertible into approximately 853,334 shares of Common Stock.
This is merely an estimate of the number of shares that would be required
if the entire amount of unconverted Series Q Preferred Stock was
converted at this time. We cannot predict the actual number of common
shares that will be required to fully convert all of Series Q Preferred
Stock to Common Stock. The final number is subject to adjustment
depending upon factors outside our knowledge and control, including the
date of each conversion in the future and the market price of our Common
Stock on each of those dates.
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 Annual 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
or for election of a director. Voting will be by written ballot.
Under Texas law and under our Articles of Incorporation and Bylaws,
shares of the Common Stock represented in person or by proxy at the
Annual Meeting which abstain from voting on any matter are considered as
being represented at the Annual 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
<PAGE>
proxies that simply withhold the authority to vote are not considered as
being represented at the Annual 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 our Corporate Secretary. We must receive any such proposal for
inclusion in our proxy statement and form of proxy relating to that
meeting by December 17, 1999. Shareholder proposals may be excluded from
our proxy statement pursuant to Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended, provided certain conditions
are met.
OTHER MATTERS
We do not know of any other matters to be presented for action by
the shareholders at the Annual Meeting. If, however, any other matters
not now known are properly brought before the meeting, the persons named
in the accompanying proxy will vote such proxy in accordance with their
own judgment on such matters.
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 NOMINEES AND "FOR" ALL
PROPOSALS SET FORTH HEREIN.
By Order of the Board of Directors,
/s/ Billy J. Robinson
Billy J. Robinson
Secretary
April 5, 1999
Dallas, Texas
<PAGE>
Addendum - Form of Proxy
UNIVIEW TECHNOLOGIES CORPORATION
PROXY SOLICITED BY DIRECTORS FOR ANNUAL MEETING
May 13, 1999
The undersigned, having received the Notice of Annual 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 Annual Meeting of Shareholders of uniView
Technologies Corporation, to be held on Thursday, May 13, 1999 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.)
----------
(continued from other side)
Please date, sign and mail your
Proxy card back as soon as possible!
Annual Meeting of Shareholders
UNIVIEW TECHNOLOGIES CORPORATION
May 13, 1999
Please Detach and Mail in the Envelope Provided
----------
A [X] Please mark your votes as in this example.
The directors recommend a vote FOR the election of all nominees
and a vote FOR all of the proposals.
1. Election of Directors: Patrick A. Custer, Edward M. Warren,
Bernard S. Appel, and Billy J. Robinson
FOR all nominees listed above [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary above) to vote for all nominees
listed above
Instruction: To withhold authority to vote for any individual nominee,
strike a line through the name of nominee in the list above. Unless
authority to vote for all the foregoing nominees is withheld, this proxy
will be deemed to confer authority to vote for every nominee whose name
is not struck.
2. Approval of the appointment of Grant Thornton LLP as independent
auditors for the Company for fiscal year ending June 30, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Authorization to issue up to 5 million shares of Common Stock in a
secondary public offering for cash, at an offering price of no less
than $5 per share.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE>
4. Authorization to issue, if required, the remaining common shares for
conversion of the Series Q Preferred Stock. This issue, when
combined with the previously issued shares, could exceed the 20%
level of outstanding shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. In their discretion, the proxies are authorized to vote upon such
other business that may properly come before the meeting.
Unless otherwise specified in the squares provided, the proxies
shall vote FOR the election of all of the nominees listed in Proposal #1
above, and FOR Proposals #2, #3, and #4.
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.
