As filed with the Securities and Exchange Commission on October 10, 2000
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 Industry I.R.S. Employer
jurisdiction of Classification System Number) Identification No.
incorporation or
organization)
17300 North Dallas Parkway, Suite 2050, Dallas, Texas 75248
(972) 233-0900
(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
17300 North Dallas Parkway, Suite 2050, Dallas, Texas 75248
(972) 233-0900
(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 Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to To Be Offering Price Aggregate Registration
be Registered Registered(1) Per Unit(2) Offering Price(2) Fee
------------- ------------- -------------- ----------------- ------------
Common Stock,
$.10 par value 1,735,815 $2.08 $3,610,495 $953.17
--------------------------------------------------------------------------------
(1) Includes 1,583,063 shares of Common Stock and up to 152,752
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 October 9, 2000.
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>
PROSPECTUS
UNIVIEW TECHNOLOGIES CORPORATION
17300 North Dallas Parkway, Suite 2050
Dallas, Texas 75248
(972) 233-0900
Nasdaq Stock Market - UVEW
Securities offered by selling security holders:
* 1,583,063 shares of common stock, par value $.10 ("Common Stock");
and
* 152,752 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 October
3, 2000 the average of the high and low trading prices of the Common
Stock as reported by the Nasdaq Stock Market was $2.08 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.
_________________, 2000
<PAGE>
ABOUT THE COMPANY
uniView Technologies Corporation and its subsidiaries (the
"Company") offer competencies and expertise in creating solutions for
video on demand. Our primary focus is the development of advanced
digital set top boxes and the related support technologies, such as
broadband connectivity and computer telephony integration software
(Customer Service Support Software). We market our products and services
both domestically and internationally focusing on telecommunications,
hospitality, utilities, banking, multilevel marketing, and other Fortune
1,000 companies. More information about us can be found at our website,
www.uniView.com.
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 or any change in events, conditions or circumstances on
which any such statement may be based, except as may be otherwise
required by the securities laws.
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 set top box technologies for the convergence of
the Internet and television. In 1998 and 1999 we acquired other computer-
related 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
interactive broadband services 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.
<PAGE>
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. Until we become self-supporting, 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 3.
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 and
net tangible assets of $2 million.
<PAGE>
If we fall out of compliance with the Nasdaq listing requirements,
our securities may be delisted from Nasdaq. Any trading of our
securities after that would have to be conducted in the 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 October 9, 2000 we had issued (1) 27,191,816 shares of Common
Stock; (2) warrants and vested employee stock options that could be
exercised into 6,246,105 shares of Common Stock; and (3) convertible
securities that could be converted into approximately 4,503,333 shares of
Common Stock. If the holders of all outstanding warrants, options, and
convertible securities exchanged their holdings for Common Stock on that
date, there would be approximately 37,941,254 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 7.2% 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 $13,882,087 or $0.37
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 8.
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 October 9, 2000
levels of Common and Preferred Stock, a Common Shareholder could receive
a distribution which is approximately $0.66 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 8.
<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
may 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. 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.
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.
RISKS RELATED TO THE INDUSTRY
Highly Competitive Industry
The industry in which we and our licensees operate is intensely and
increasingly competitive and includes a large number of technology
development and consulting companies, ISP's and manufacturers of consumer
electronics products. A number of companies have announced development
of, or have introduced Internet-television convergence devices and
technologies similar to our technologies. Such competitors include, among
others: (i) suppliers of low-cost Internet access technologies, such as
"network computer" devices promoted by Oracle and others, (ii) "set top"
boxes developed by WebTV Networks, Scientific Atlanta and others, as well
as (iii) video game devices that provide Internet access such as the Sega
Saturn, the Sony Playstation and the Nintendo 64. In addition,
manufacturers of television sets have announced plans to introduce
Internet access and Web browsing capabilities into their products or
through set top boxes, using technologies supplied by others. Personal
computer manufacturers, such as Gateway 2000, have announced 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 providers, such as the
Microsoft Network, AT&T Corp., MCI Communications Corporation, Netcom and
others, and commercial on-line services such as America Online, Inc.,
ICTV and @Home Network. Competition occurs principally in the areas of
style, quality, functionality, service, design, product features and
price of the licensed product.
<PAGE>
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 3.
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.
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
<PAGE>
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 our 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.
Number of
Shares
Relationship to Number of Underlying
Selling Security Holder the Company Shares Warrants
----------------------- --------------- --------- ----------
SECURITIES ACQUIRED PURSUANT TO A SECURITIES PURCHASE AGREEMENT:
First Ecom.com, Inc. Private Investor 735,295 N/A
Founders Partners VI, LLC Private Investor 527,518 52,752
Founders Equity Securities, Inc. Finder N/A 100,000
SECURITIES ACQUIRED PURSUANT TO PAST TRANSACTIONS:
Leslie Leland Employee 146,750 N/A
Cameron E. Hurst Employee 146,750 N/A
Van Ellis Former employee 4,750 N/A
Mary Dotson Former employee 2,000 N/A
Peter David Wild Consultant 20,000 N/A
------- -------
TOTAL 1,583,063 152,752
========= =======
GRAND TOTAL 1,735,815
<PAGE>
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 cross or 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
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 U.S. Securities
and Exchange Commission ("SEC.")
<PAGE>
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 we had issued 27,191,816 shares as of October 9, 2000.
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. An affirmative vote of the holders of a majority of the
shares entitled to vote on, and that voted for or against or expressly
abstained with respect to, a particular matter, present in person or
represented by proxy, shall decide any question brought before such
meeting 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
and determine the relative rights and preferences of any series so
established. As of October 9, 2000, outstanding Preferred Stock
consisted of:
(1) $30,000 face value of Series A Preferred Stock with an annual
dividend rate of 6%, and no right to convert into Common Stock.
(2) $50,000 face value of Series H Preferred Stock with an annual
dividend rate of 5% and the right to convert such Preferred Stock into
3,333 shares of Common Stock at a minimum conversion price of $15.00 per
share.
(3) $18 million face value of Series 1999-D1 Preferred Stock with a
5% annual dividend rate and the right to convert such Preferred Stock
into 4.5 million shares of Common Stock at a fixed conversion price of
$4.00 per share. Conversions are limited by the holdings of their
owners, as each owner may not hold more than 4.99% of the Company's
outstanding common stock at any one time without giving the Company
advance notice that it intends to waive this restriction.
<PAGE>
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 paid. Dividends on all Preferred Stock are cumulative. No
dividend may be 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.
Warrants and Employee Stock Options
As of October 9, 2000, various investors held warrants and directors
and various employees held vested stock options which were exercisable
for a total of 6,246,105 shares of Common Stock. Other employees held
307,918 stock options, which vest at various times over the next three
years. Exercise prices of all warrants and stock options range from a
high of $32.80 per share, to a low of $1.00 per share and expiration
dates range from December 2000 through August 2005.
Convertible Debentures
As of October 9, 2000, there were no outstanding Convertible
Debentures.
The transfer agent and registrar for Common Stock is American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, New York 10007.
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 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, 2000, dated September 28, 2000 (the "2000 10-K Report").
(2) The Company's Proxy Statement dated October 2, 2000 (the "Proxy
Statement").
<PAGE>
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).
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, 17300
North Dallas Parkway, Suite 2050, Dallas, Texas 75248, Attention:
Investor Relations; telephone number (972) 233-0900.
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.com). (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.
LEGAL MATTERS
Certain legal matters in connection with the validity of the
securities offered hereby have been passed upon for the Company by Billy
J. Robinson. Mr. Robinson is an attorney who acts as counsel to the
Company. Mr. Robinson is also a director and owns 17,889 shares of
Common Stock and holds vested options to purchase another 730,000 shares
of Common Stock.
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, 2000 and for the two years then
ended have been audited by Grant Thornton LLP. The financial statements
for the year ended June 30, 1998 have been audited by King Griffin &
Adamson P.C. The reports by the foregoing independent certified public
accountants have been incorporated herein by reference and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee $ 953.17
Transfer agent's fees 150.00
Costs of printing 150.00
Legal fees and expenses 500.00
Accounting fees and expenses 250.00
Blue sky fees and expenses 250.00
Miscellaneous expenses 500.00
---------
Total estimated fees $2,753.17
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.
<PAGE>
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 Annual Report on Form
10-K for the fiscal year ended June 30, 1999 and incorporated herein by
reference.)
4.3 Form of Common Stock Certificate of the Company (filed as Exhibit
"4.2" 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 Form of Securities Purchase Agreement for private placement to
Founders Partners VI, LLC (filed as Exhibit "4.20" to the Company's
annual report on Form 10-K for the fiscal year ended June 30, 2000 and
incorporated herein by reference.)
4.5* Form of warrant issued in connection with private placement to
Founders Partners VI, LLC.
4.6 Form of Securities Purchase Agreement for private placement to First
Ecom.com, Inc. (filed as Exhibit "4.21" to the Company's annual report on
Form 10-K for the fiscal year ended June 30, 2000 and incorporated herein
by reference.)
5* Opinion of Billy J. Robinson.
23.1* Consent of King Griffin & Adamson P.C.
23.2* Consent of Grant Thornton LLP.
23.3* Consent of Billy J. Robinson (included in his opinion filed as
Exhibit 5.)
24* Powers of Attorney (included on the Signature Page of the
Registration Statement.)
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;
<PAGE>
(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.
(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.
<PAGE>
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
October 10, 2000.
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.
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
/s/ PATRICK A. CUSTER Chairman of the Board, October 10, 2000
Patrick A. Custer President, Chief Executive Officer
and Director
Principal Financial and Accounting Officer
/s/ DAVID M. THOMAS Vice President, October 10, 2000
David M. Thomas Chief Financial Officer
<PAGE>
Additional Directors
/s/ BILLY J. ROBINSON Vice President, Secretary, October 10, 2000
Billy J. Robinson General Counsel and Director
/s/ EDWARD M. WARREN Director October 10, 2000
Edward M. Warren
/s/ BERNARD S. APPEL Director October 10, 2000
Bernard S. Appel
EXHIBIT INDEX
Sequential
Exhibit Number Description of Exhibit Page Number
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.) N/A
4.2 Bylaws of the Company, as amended, defining the rights of
security holders (filed as Exhibit "3(ii)" to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1999 and
incorporated herein by reference.) N/A
4.3 Form of Common Stock Certificate of the Company (filed as
Exhibit "4.2" to the Company's annual report on Form 10-K for the
fiscal year ended June 30, 1994 and incorporated herein by reference.) N/A
4.4 Form of Securities Purchase Agreement for private placement to
Founders Partners VI, LLC (filed as Exhibit "4.20" to the Company's
annual report on Form 10-K for the fiscal year ended June 30, 2000
and incorporated herein by reference.) N/A
4.5* Form of warrant issued in connection with private placement to
Founders Partners VI, LLC. 19
4.6 Form of Securities Purchase Agreement for private placement to
First Ecom.com, Inc. (filed as Exhibit "4.21" to the Company's annual
report on Form 10-K for the fiscal year ended June 30, 2000 and
incorporated herein by reference.) N/A
5* Opinion of Billy J. Robinson. 25
23.1* Consent of King Griffin & Adamson P.C. 26
23.2* Consent of Grant Thornton LLP. 27
23.3* Consent of Billy J. Robinson (included in his opinion
filed as Exhibit 5.) 25
24* Powers of Attorney (included on the Signature Page of the
Registration Statement.) 17
_________________
* Filed herewith.
