SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
UNIVIEW TECHNOLOGIES CORPORATION
--------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
915282206
---------
(CUSIP Number)
June 11, 1999
-------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13G
CUSIP NO. 915282206 Page 2 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP NO. 915282206 Page 3 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON CAPITAL, LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP NO. 915282206 Page 4 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP NO. 915282206 Page 5 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON ASSET MANAGEMENT, LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,136,868
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,136,868
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,136,868
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.99%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
Item 1(a) Name of Issuer:
uniView Technologies Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
10911 Petal Street, Suite 208, Dallas, Texas 75234.
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Brown Simpson Strategic Growth Fund, L.P., a New York limited
partnership ("BSSGF L.P."),
(ii) Brown Simpson Capital, LLC, a New York limited liability company
("Brown Simpson Capital"),
(iii) Brown Simpson Strategic Growth Fund, Ltd., a Cayman Islands
corporation ("BSSGF Ltd.") and
(iv) Brown Simpson Asset Management, LLC, a New York limited liability
company ("Brown Simpson Asset Management").
The General Partner of BSSGF L.P. is Brown Simpson Capital.
Brown Simpson Asset Management serves as the investment manager to BSSGF Ltd.
pursuant to an investment management contract. Each of Mitchell D. Kaye, James
R. Simpson, Evan M. Levine and Matthew C. Brown holds a 23.75% interest and
Peter D. Greene holds a 5% interest in each of Brown Simpson Asset Management
and Brown Simpson Capital.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of BSSGF
L.P., Brown Simpson Capital and Brown Simpson Asset Management is Carnegie Hall
Tower, 152 West 57th Street, 40th Floor, New York, NY 10019. The address and
principal business of BSSGF Ltd. is Walkers Attorneys-at-Law, P.O. Box 265 GT,
Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands.
Item 2(c) Citizenship:
i) BSSGF L.P. is a New York limited partnership;
ii) Brown Simpson Capital is a New York limited liability company;
iii) BSSGF Ltd. is a Cayman Islands corporation; and
iv) Brown Simpson Asset Management is a New York limited liability company.
<PAGE>
Page 7 of 10 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares").
Item 2(e) CUSIP Number:
915282206
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of September 15, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) BSSGF L.P., Brown Simpson Capital and BSSGF Ltd. may no
longer be deemed the beneficial owner of any Shares.
(ii) Brown Simpson Asset Management may be deemed the
beneficial owner of 1,136,868 Shares held for the account of an entity for which
Brown Simpson Asset Management serves as the investment manager pursuant to an
investment management contract. These 1,136,868 Shares are issuable upon the
conversion of Series 1999-D1 Convertible Preferred Stock.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of BSSGF L.P., Brown
Simpson Capital and BSSGF Ltd. may be deemed the beneficial owner constitutes 0%
of the total number of Shares outstanding.
(ii) The number of Shares of which Brown Simpson Asset
Management may be deemed the beneficial owner constitutes approximately 4.99% of
the total number of Shares which would be outstanding assuming the conversion of
securities of which Brown Simpson Asset Management may be deemed the beneficial
owner.
Item 4(c) Number of shares as to which such person has:
BSSGF L.P.
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 8 of 10 Pages
Brown Simpson Capital
---------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
BSSGF Ltd.
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Brown Simpson Asset Management
------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,136,868
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 1,136,868
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
<PAGE>
Page 9 of 10 Pages
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 10 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 15, 2000 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
By: Brown Simpson Capital, LLC
Its General Partner
By: /S/ PETER D. GREENE
--------------------------
Peter D. Greene
Managing Principal
Date: September 15, 2000 BROWN SIMPSON CAPITAL, LLC
By: /S/ PETER D. GREENE
--------------------------------------
Peter D. Greene
Managing Principal
Date: September 15, 2000 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
By: Brown Simpson Asset Management, LLC
Its Investment Manager
By: /S/ PETER D. GREENE
-------------------------
Peter D. Greene
Managing Principal
Date: September 15, 2000 BROWN SIMPSON ASSET MANAGEMENT, LLC
By: /S/ PETER D. GREENE
-----------------------------
Peter D. Greene
Managing Principal
