SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
UNIVIEW TECHNOLOGIES CORPORATION
(Name of Registrant as Specified In Its Charter)
None
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules l4a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 2, 2000
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 17300 North Dallas Parkway, Suite 2050,
Dallas, Texas 75248, on November 2, 2000, 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. Ratification of the appointment of Grant Thornton LLP as the
Company's independent auditors for the fiscal year ending June
30, 2001.
3. Ratification of stock options granted to employees and
directors.
4. 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
September 20, 2000 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
October 2, 2000
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION
17300 North Dallas Parkway, Suite 2050
Dallas, Texas 75248
(972) 233-0900
_________________________
PROXY STATEMENT
_________________________
Annual Meeting of Shareholders
November 2, 2000
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 October 2, 2000, 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 17300 North Dallas Parkway, Suite 2050, Dallas, Texas
75248, on November 2, 2000, 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, 17300 North Dallas Parkway, Suite 2050, Dallas,
Texas 75248.
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
<PAGE>
and other custodians, nominees and fiduciaries and, upon request, will
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 September 20,
2000 (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 were
27,191,816 shares of 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 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, 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
Founders Equity Group, Inc. 1,705,950(1) 6.27%
2602 McKinney Ave., Suite 220
Dallas, Texas 75204
Patrick A. Custer 2,354,040(2) 8.05%
17300 N. Dallas Pkwy.,
Suite 2050
Dallas, Texas 75248
Directors
Patrick A. Custer 2,354,040(2) 8.05%
Billy J. Robinson 747,889(3) 2.68%
Edward M. Warren 185,250(4) 0.68%
Bernard S. Appel 170,000(5) 0.62%
Executive Officers
Patrick A. Custer 2,354,040(2) 8.05%
Billy J. Robinson 747,889(3) 2.68%
Thomas P. O'Mara 555,895(6) 2.00%
Jerry N. Burrows 50,000(7) 0.18%
<PAGE>
All Directors and Executive
Officers as a Group 5,333,497(8) 16.71%
(1) Common shares owned.
(2) Includes 17,500 shares owned outright by Mr. Custer; 2,030,000
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.
(3) Includes 17,889 shares owned outright, and 730,000 shares issuable
to Mr. Robinson upon exercise of vested nonstatutory Employee Stock
Options.
(4) Includes 20,250 shares owned outright, and 165,000 shares issuable
to Mr. Warren upon exercise of vested nonstatutory stock options.
(5) Includes 5,000 shares owned outright, and 165,000 shares issuable to
Mr. Appel upon exercise of vested nonstatutory stock options.
(6) Includes 5,895 shares owned outright, and 550,000 shares issuable to
Mr. O'Mara upon exercise of vested nonstatutory Employee Stock Options
(7) Includes 50,000 shares issuable to Mr. Burrows upon exercise of
vested nonstatutory stock options.
(8) Includes 4,063,074 shares beneficially owned by all directors and
Executive Officers shown above. Also includes 6,695 shares owned
outright, and 521,360 shares issuable to Mr. Park upon exercise of
vested nonstatutory Employee Stock Options. Also includes 25,000
shares issuable to Mr. Thomas upon exercise of vested nonstatutory
Employee Stock Options. Also includes 123,684 shares owned
outright, and 235,000 shares issuable to Ms. Leland upon exercise of
warrants. Also includes 123,684 shares owned outright, and 235,000
shares issuable to Mr. Hurst upon exercise of warrants.
ELECTION OF DIRECTORS
Five 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. Four of the
nominees are currently directors of the Company.
The Board of Directors' nominees for the office of director are as
follows:
Name Age Position Held With the Company
---- --- ------------------------------
Patrick A. Custer* 51 Chairman of the Board, President
and Chief Executive Officer
Billy J. Robinson 52 Director, Vice President,
Secretary and General Counsel
Edward M. Warren* 59 Director
<PAGE>
Bernard S. Appel* 68 Director
George C. Platt 60 Nominee
____________________
* Member of the Audit Committee.
Nominees for Director
Patrick A. Custer, 51, is the Chairman of the Board, President and
Chief Executive Officer. Mr. Custer served as a director from 1984 to
1985, and from 1987 until the present. He served as President and Chief
Executive Officer 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's technical experience includes engineering and
management positions with Texas Instruments and Honeywell. 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, 59, has been a director 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 also a co-
founder of the Coronado Group, through which he has in the past provided
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, 52, has been a director since March 1994. He has
also served as Vice President and General Counsel since October 1993, and
as Secretary since June 1994. Mr. Robinson has over twenty 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.
Bernard S. Appel, 68, has been a director since February 1995. He
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 July 1993, Mr.
Appel has operated the private consulting firm of Appel Associates.
George C. Platt, 60, was appointed an interim director on July 17,
2000, subject to ratification by the shareholders of the Company. Mr.
Platt is currently President and Chief Executive Officer of
<PAGE>
ViewCast.com., Inc., a Dallas-based provider of video communications
solutions, and has served in that capacity since September 1999. From
1991 through 1999, Mr. Platt was the President and Chief Executive
Officer of Intecom, Inc., a provider of multimedia telecommunications
products and services. Prior to that, Mr. Platt was the President and
Chief Executive Officer of Shared Resource Exchange, Inc. (SRX), an
entrepreneurial startup company. Before joining SRX, Mr. Platt served
for six years as Vice President of the Business Communications Group at
ROLM Corporation. Mr. Platt holds a Bachelor of Science Degree from
Northwestern University and a Masters in Business Administration from the
University of Chicago. Mr. Platt currently serves on the Board of
Directors for InterVoice-Brite, Inc., a provider of call automation
systems, and ViewCast.com, Inc.
Executive Officers
David M. Thomas, 48, has been Vice President of Finance and Chief
Financial Officer since March 2000. From May 1999 to February 2000, Mr.
Thomas held a similar position with Omega Environmental Technologies, a
Dallas-based manufacturer and distributor of after-market automotive air
conditioning parts and systems. From April 1995 to April 1999, Mr.
Thomas held a senior financial management position with Currency Systems
International, Inc., a Dallas-based manufacturer of high-speed document
processing equipment for banks, primarily responsible for the financial
management of domestic and international operations. For twelve years
prior to that, Mr. Thomas was the Chief Financial Officer, Secretary,
Treasurer and a Director for Intertrans Corporation, a publicly traded
international transportation services and logistics company based in
Dallas. Mr. Thomas holds a bachelor's degree in accounting from Stephen
F. Austin State University.
Thomas W. (Bill) Park, 65, has been Vice President and Chief
Operating Officer of various subsidiaries of the Company since October 3,
1994. He is responsible for securing strategic technology partners to
ensure leading-edge product design and manufacturing of uniView products
and the uniView Xpressway 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. Mr.
Park enjoyed a career of 29 years with 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, 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, 40, is the President and Chief Strategic Officer
of the Products Group division of the Company, responsible for the sales,
marketing and advertising strategy for uniView digital Set Top Box
applications. He also supervises corporate marketing and communications,
channel partner programs, and strategic alliance programs. Mr. O'Mara is
also responsible for pursuing joint development agreements and strategic
alliances with high-tech providers. Mr. O'Mara joined the Company in
<PAGE>
1996, and in 1997 was promoted to Vice President of Sales and Marketing
of all operating subsidiaries. He was instrumental in the design,
development and implementation of the uniView digital Set Top Box
solution and the uniView Xpressway Internet access system. 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 holds a Bachelor of Business Administration degree in accounting
from LaSalle University (Philadelphia, PA.).
Leslie Leland, 38, is President of the uniView Softgen division of
the Company and a co-founder of Softgen International, the assets of
which were acquired by the Company in October 1999. She managed the
development of this business from a consulting and services firm to its
current status as an international player in an emerging call center
component of the technology industry. Since beginning the business eight
years ago with her husband, Cameron Hurst, Ms. Leland has been the driving
force behind the introduction of Softgen's flagship CIMphonyT products into
countries around the world, including foreign and domestic Fortune 500
businesses. Prior to founding Softgen International, Ms. Leland managed
the configuration, installation and network connection of more than 150
computer labs in a joint venture with IBM, at The Future Now in Dallas.
Earlier in her career, she managed the education division at MicroAge
Computer in Dallas, a joint-venture with IBM, where she managed the
installations of IBM computer labs for the K-12 and higher education markets.
She began her career with the U.S. China People's Friendship Association in
Washington, D.C. as executive director, providing leadership and direction for
a national non-profit organization. Ms. Leland was selected as the Rotary
International Graduate Scholar to Taiwan and received the Northwest
Florida Scholar-Athlete of the Year Award. Ms. Leland holds a bachelor's
degree in international affairs and political science from Florida State
University and an MBA in international business from Marymount University
in Arlington, VA.
Cameron E. Hurst, 38, is Vice President of the uniView Softgen
division of the Company and a co-founder of Softgen International, the
assets of which were acquired by the Company in October 1999. He also
serves as the Chief Technology Officer for the Company's four divisions,
uniView Softgen, Products Group, Advanced Systems Group and Network
America, and directs and manages all network operations. Before co-
founding Softgen International eight years ago with his wife, Leslie Leland,
Mr. Hurst developed and implemented call center software solutions for worldwide
airline companies and other transportation-related industries while at American
Airlines Decision Technologies in Dallas. He began his career at the 7th
Communications Group at the Pentagon, managing a team of communication
engineers in designing, installing and testing a 10,000-node DOD-level
secure network for the U.S. Air Force headquarters. Mr. Hurst holds a
bachelor's degree in applied science from the U.S. Air Force Academy in
Colorado Springs, CO and a master's degree in computer science from
George Washington University.
Jerry N. Burrows, 55, is President of the Network America division
and the Advanced Systems Group division of the Company. Mr. Burrows
became associated with the Company in 1996, serving as senior consultant
in charge of corporate development. In 1999, Mr. Burrows was promoted to
President of the Network America division and in 2000 was named President
of Advanced Systems Group. From 1992 to 1996, Mr. Burrows was Vice
President of F.G. Group (a consulting company affiliated with Chemical
Bank). From 1988 to 1992, Mr. Burrows was Vice President of Sales and
<PAGE>
Marketing for FMC Corporation, and for 15 years before that, he was Vice
President of Business Development for 3M Company. He began his career as
an avionics officer in the U.S. Air Force. Mr. Burrows holds a
bachelor's degree in business communications from Oklahoma State
University.
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 our 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, 2000, we believe that during the fiscal year ended
June 30, 2000, 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 might be desirable and eligible 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, 2000, all Board action was taken
by unanimous consent of the Directors, except for action taken in
meetings attended by all directors held on September 2, 1999, September
21, 1999, October 29, 1999, December 9, 1999, January 26, 2000, May 11,
2000, and June 2, 2000.
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.
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, 1999. The members also consulted on an
ongoing basis and as necessary during the last fiscal year.
<PAGE>
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 who received compensation of $100,000 or more during
the fiscal year ended June 30, 2000.
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
---------------------------------- ---------------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
All
Other
Name and Year Other Restricted Securities LTIP Compen-
Principal Ended Annual Stock Underlying Payouts sation
Position Jun. 30 Salary($) Bonus($) Compensation($) Award(s)($) Options/SARs(#) ($) ($)
-------- ------- -------- ------- -------------- ---------- -------------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Patrick A. Custer 2000 200,340 -- (1) -- 850,000 -- --
Chairman of the 1999 184,728 -- (1) -- -- -- --
Board and CEO 1998 170,000 -- (1) -- 15,000 -- --
Billy J. Robinson 2000 145,131 -- (1) -- 400,000 -- --
Vice President, 1999 135,722 -- (1) -- -- -- --
General Counsel 1998 125,000 -- 27,500 (2) 18,177 15,000 -- --
Thomas P. O'Mara 2000 105,805 -- (1) -- 300,000 -- --
President of
Products Group
Jerry N. Burrows 2000 150,160 -- -- -- 50,000 -- --
President of
Network America
and Advanced
Systems Group
</TABLE>
(1) Other annual compensation to this executive officer, including
payment of a car allowance and other personal benefits, did not exceed
the lesser of $50,000 or 10% of such executive officer's total annual
salary and bonus for such fiscal year.
(2) Includes $20,000 in forgiveness of debt incurred in connection with
Mr. Robinson's relocation to Dallas in 1993.
<PAGE>
Option/SAR Grants Table
The following table shows individual grants of stock options made during
fiscal year ended June 30, 2000 to each of the named executive officers.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term (2)
------------------------------------------------------------------------------- -------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of
Securities % of Total Exercise Market
Name Underlying Options or Base Price on
Options Granted to Price the Date Expiration
Granted(#)(1) Employees ($/Sh) of Grant Date 0% ($) 5% ($) 10% ($)
------------- ---------- -------- -------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Patrick A. Custer 400,000 18% $1.50 $2.19 06/30/04 276,000 518,000 808,000
400,000 18% $1.83 $1.63 09/27/04 -- 100,000 316,000
50,000 2% $3.50 $4.69 12/31/04 59,500 124,000 202,500
Billy J. Robinson 100,000 4% $1.50 $2.19 06/30/04 69,000 129,500 202,000
300,000 13% $1.83 $1.63 09/27/04 -- 75,000 237,000
Thomas P. O'Mara 100,000 4% $1.50 $2.19 06/30/04 69,000 129,500 202,000
200,000 9% $1.83 $1.63 09/27/04 -- 50,000 158,000
Jerry N. Burrows 50,000 2% $3.50 $4.69 12/31/04 59,500 124,000 202,500
</TABLE>
(1) Options have a five-year life and vested immediately.
(2) The indicated 5% and 10% rates of appreciation are provided to
comply with Securities and Exchange Commission regulations and do
not necessarily reflect the views of the Company as to the likely
trend in the stock price. Actual gains, if any, on stock option
exercises and the sale of Common Stock holdings will be dependent
on, among other things, the future performance of the Common Stock
and overall stock market conditions. There can be no assurance that
the amounts reflected in this table will be achieved.
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
The following table shows aggregate exercises of options (or tandem
stock appreciation rights) and freestanding stock appreciation rights
during the fiscal year ended June 30, 2000 by each of the named executive
officers.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#)(1) FY-End ($)(1)(2)
Shares
Acquired Value Exercisable (E)/ Exercisable (E)/
Name on Exercise(#) Realized($) Unexercisable (U) Unexercisable (U)
---- -------------- ----------- ----------------- -----------------
<S> <C> <C> <C> <C>
Patrick A. Custer -- -- 920,000 (E) $106,500 (E)
Billy J. Robinson -- -- 430,000 (E) $ 27,400 (E)
Thomas P. O'Mara -- -- 330,000 (E) $ 27,400 (E)
Jerry N. Burrows -- -- 50,000 (E) --
</TABLE>
(1) The Company has not made any grants of SARs.
(2) On June 30, 2000 most of the options were not considered "in-the-
money," as the fair market value of the underlying securities on
that date ($1.75) 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.
The outside directors are paid $500 per meeting, plus their expenses for
attending Board of Director meetings. During fiscal 2000, we
additionally granted each of the two outside directors stock options to
purchase 50,000 shares of Common Stock. The options have a five year
life, vested immediately and are priced at 85% of the average closing
sale price of the Common Stock, as reported by NASDAQ, for the five (5)
trading days immediately preceding the date of grant. The exercise price
of the options is $1.68 per share and the market price of the Common
Stock on the date of grant, September 21, 1999, was $1.78 per share.
Employment Contracts and Termination and Change-in-Control Arrangements
On September 19, 2000, we entered into employment agreements with
named executive officers Messrs. Custer, O'Mara, Park and Robinson,
ending on June 30, 2001. The terms of the employment agreements include
an agreed annual salary, employee benefits, nonstatutory stock options,
portions of which vest at certain times depending on attainment of
certain performance goals, and provisions concerning termination of
employment upon sale or change in control. For a description of these
<PAGE>
terms, reference is made to the agreements filed as exhibits to our Form
10-K for fiscal year ended June 30, 2000.
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 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 compare 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, 2000, Mr. Custer received $212,340 for
his services as 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
The following graph compares total stockholder returns of the
Company ("uniView") since June 30, 1995 to two indices: (1) the "NASDAQ
Market Index ("NASDAQ");" and (2) the aggregate price performance of
equity securities of companies classified under North American Industry
Classification System (NAICS) code 541512 for Computer Systems Design
Services ("MG Group").
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 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
<PAGE>
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 graph should be viewed in the context of the curtailment of the
commodity consumer electronics business operations of subsidiary Curtis
Mathes Corporation during fiscal year ended June 30, 1996, the
introduction during fiscal year ended June 30, 1997 of our
technologically advanced Internet access uniView products and uniView
Xpressway Online Service, the addition during fiscal year ended June 30,
1998 of system integration, technical support and network consulting to
our comprehensive array of interactive business solutions with the
acquisition of Network America, Inc. Further consideration should note
the addition of computer telephony integration capabilities with the
acquisition of the net assets of Softgen International during fiscal year
ended June 30, 2000. Accordingly, the graph may not necessarily indicate
our future performance.
6/30/95 6/30/96 6/30/97 6/30/98 6/30/99 6/30/00
uniView 100.00 200.00 131.83 31.36 32.73 25.45
MG Group 100.00 132.38 122.60 154.42 163.82 118.62
NASDAQ 100.00 125.88 151.64 201.01 281.68 423.84
The foregoing graph is not incorporated in any prior or future
filings of the Company 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.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP has been appointed 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. Grant Thornton
LLP has served as the Company's independent public accountants since
December 1998.
King Griffin & Adamson P.C. served as our principal accountant for
the fiscal year ended June 30, 1998. 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 fiscal 1998 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 fiscal year 1998
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 was requested to furnish us with a
<PAGE>
letter addressed to the Commission stating whether it agrees with the
above statements and, if not, stating the respects in which it does not
agree. The former accountant's letter was filed as an exhibit to our
Current Report on form 8-K dated December 1, 1998.
RATIFICATION OF STOCK OPTIONS
Item No. 3 on Proxy
In order to continue to promote the interests of the Company and our
shareholders by providing an incentive to retain and motivate our
directors and key employees, our Board of Directors has approved the
grant of non-statutory stock options to certain directors and key
officers and employees of the Company. The Board has also approved
additional performance based incentives whereby certain executive
officers may receive stock options upon the achievement of certain
financial benchmarks by the Company ("Performance" stock options). We
believe these stock options more closely align the interests of these
persons with our shareholders and provide such individuals with an
increased proprietary interest in maximizing our growth, profitability
and overall success. We are therefore seeking shareholder ratification
of the following stock options:
* Effective as of July 1, 1999, our Board of Directors granted non-
statutory stock options to four of its key officers and employees of the
Company, to vest immediately. The options have a five year life and
cover an aggregate of 700,000 shares of Common Stock at an exercise price
of $1.50 per share. The market price of the Common Stock on the date of
grant was $1.75 per share.
* Effective as of January 1, 2000, our Board of Directors granted non-
statutory stock options to two of its key officers and employees of the
Company, to vest immediately. The options have a five year life and
cover an aggregate of 100,000 shares of Common Stock at an exercise price
of $3.50 per share. The market price of the Common Stock on the date of
grant was $4.69 per share.
* Effective as of May 11, 2000, our Board of Directors granted to a
key officer and employee of the Company non-statutory stock options to
purchase 50,000 shares of Common Stock, one-half to vest immediately and
one-half to vest on March 6, 2001. The options are exercisable for five
years at an exercise price of $2.69 per share. The market price of the
Common Stock on the date of grant was $2.69 per share.
* Effective July 12, 2000, the Board granted each of the Company's two
outside directors non-statutory stock options to purchase 50,000 shares
of Common Stock, to vest immediately. The options are exercisable for
five years at an exercise price of $1.81 per share. The market price of
the Common Stock on the date of grant was $1.78 per share.
* On July 12, 2000, our Board of Directors granted non-statutory stock
options to four of its key officers and employees of the Company, to take
effect upon execution of an employment agreement by such employees. The
employees signed their employment agreements and the options took effect
on September 19, 2000. The options have a five year life and cover an
aggregate of 1,840,000 shares of Common Stock at an exercise price of
$1.81 per share. The market price of the Common Stock on the date of
grant was $1.78 per share
<PAGE>
* Effective as of July 17, 2000, the Board granted its interim outside
director non-statutory stock options to purchase 50,000 shares of Common
Stock, to vest immediately. The options are exercisable for five years
at an exercise price of $1.81 per share. The market price of the Common
Stock on the date of grant was $1.81 per share.
* Our Board of Directors has also approved "Performance" stock options
to purchase a maximum of 1,900,000 shares of Common Stock, to be granted
to certain executive officers upon the achievement of certain financial
benchmarks related to cash flow, profitability and sales by the Company.
Options to purchase 100,000 shares of Common Stock will be exercisable
for five years from date of grant at an exercise price of $3.50 per
share; and options to purchase 1,800,000 shares of Common Stock will be
exercisable for five years from date of grant at an exercise price of
$1.50 per share.
The following table and the notes thereto set forth certain
information with respect to the foregoing stock options for (a) the
executive officers named in the Summary Compensation Table, (b) all
current executive officers of the Company as a group, (c) all current
directors who are not executive officers as a group, and (d) all other
employees, including all current officers who are not executive officers,
as a group.
Stock Options
-------------
Maximum
Number of Shares Number of Shares
of Common Stock of Common Stock
Underlying Underlying Performance
Name and Position Stock Options Granted Stock Options
----------------- --------------------- ----------------------
Patrick A. Custer, 1,580,000(1) 900,000(7)
Chairman of the Board
of Directors, President
and Chief Executive Officer
Billy J. Robinson, 400,000(2) 300,000(7)
Vice President, Secretary
and General Counsel, Director
Thomas P. O'Mara, 320,000(3) 400,000(7)
President of a significant
subsidiary
Jerry N. Burrows, 50,000(4) 100,000(8)
President of significant
subsidiaries
Executive Group 2,690,000(5) 1,800,000(9)
Non-Executive Director Group 150,000(6) 0
Non-Executive Officer
Employee Group 0 0
<PAGE>
(1) Non-statutory stock options to purchase 400,000 shares of Common
Stock at $1.50 per share, granted on July 1, 1999; market price on
the date of grant was $1.78 per share. Non-statutory stock options
to purchase 50,000 shares of Common Stock at $3.50 per share,
granted on January 1, 2000; market price on the date of grant was
$4.69 per share. Non-statutory stock options to purchase 1,130,000
shares of Common Stock at $1.81 per share, granted on July 12, 2000;
market price on the date of grant was $1.78 per share.
(2) Non-statutory stock options to purchase 100,000 shares of Common
Stock at $1.50 per share, granted on July 1, 1999; market price on
the date of grant was $1.78 per share. Non-statutory stock options
to purchase 300,000 shares of Common Stock at $1.81 per share,
granted on July 12, 2000; market price on the date of grant was
$1.78 per share.
(3) Non-statutory stock options to purchase 100,000 shares of Common
Stock at $1.50 per share, granted on July 1, 1999; market price on
the date of grant was $1.78 per share. Non-statutory stock options
to purchase 220,000 shares of Common Stock at $1.81 per share,
granted on July 12, 2000; market price on the date of grant was
$1.78 per share.
(4) Non-statutory stock options to purchase 50,000 shares of Common
Stock at $3.50 per share, granted on January 1, 2000; market price
on the date of grant was $4.69 per share.
(5) Includes non-statutory stock options for the named Executive
Officers to purchase 2,350,000 shares of Common Stock. Also
includes non-statutory stock options for an executive officer to
purchase 100,000 shares of Common Stock at $1.50 per share, granted
on July 1, 1999; market price on the date of grant was $1.78 per
share. Also includes non-statutory stock options for an executive
officer to purchase 190,000 shares of Common Stock at $1.81 per
share, granted on July 12, 2000; market price on the date of grant
was $1.78 per share. Also includes non-statutory stock options for
an executive officer to purchase 50,000 shares of Common Stock at
$2.69 per share, granted on May 11, 2000; market price on the date
of grant was $2.69 per share; one-half of the options vested
immediately and one-half vest on May 11, 2001.
(6) Includes non-statutory stock options for each of two directors, Mr.
Warren and Mr. Appel, to purchase 50,000 shares of Common Stock at $1.81
per share, granted on July 12, 2000; market price on the date of grant
was $1.78 per share. Includes non-statutory stock options for director
nominee, Mr. Platt, to purchase 50,000 shares of Common Stock at $1.81
per share, granted on July 17, 2000; market price on the date of grant
was $1.81 per share.
(7) Non-statutory "Performance" stock options to be granted upon
achievement of certain financial benchmarks by the Company, exercisable
for five years from date of grant with an exercise price of $1.50 per
share.
(8) Non-statutory "Performance" stock options to be granted upon
achievement of certain financial benchmarks by Network America,
Inc., exercisable for five years from date of grant with an exercise
price of $3.50 per share.
<PAGE>
(9) Includes non-statutory "Performance" stock options to be granted to
each the named Executive Officers upon achievement of certain
financial benchmarks by the Company. Also includes non-statutory
"Performance" stock options for an executive officer to purchase
100,000 shares of Common Stock, to be granted upon achievement of
certain financial benchmarks by the Company, exercisable for five
years from date of grant with an exercise price of $1.50 per share.
Certain Tax Consequences with Respect to Options. No tax obligation
will arise upon the granting of an option for the optionee or the
Company. Upon exercise of an option, an optionee will recognize ordinary
income in an amount equal to the excess, if any, of the fair market
value, at the time of exercise, of the stock acquired over the exercise
price of the options. Thereupon, the Company will be entitled to a tax
deduction in an amount equal to the ordinary income recognized by the
optionee. Any additional gain or loss realized by an optionee on
disposition of the shares generally will be capital gain or loss to the
optionee and will not result in any additional deduction to the Company.
The Board of Directors recommends a vote "FOR" ratification of the
stock options.
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
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. 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 but they are not counted for the purpose of
establishing a minimum number of votes required to approve any matter.
Only those shares voted for or against or which expressly abstained with
respect to a particular matter are counted in the vote on that matter.
As a result, such an abstention from voting has no effect on the voting
on any particular matter. "Broker non-votes" and 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.
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 July 8, 2001. 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.
<PAGE>
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
October 2, 2000
Dallas, Texas
<PAGE>
Addendum - Form of Proxy
UNIVIEW TECHNOLOGIES CORPORATION
PROXY SOLICITED BY DIRECTORS FOR ANNUAL MEETING
November 2, 2000
The undersigned, having received the Notice of Annual Meeting, Proxy
Statement, and Annual Report on Form 10-K for the year ended June 30,
2000, 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, November 2, 2000 at
4:30 P.M., Dallas time, at 17300 North Dallas Parkway, Suite 2050,
Dallas, Texas 75248 and at any and all postponements or adjournments
thereof:
(continued and to be signed on reverse side)
--------------------------
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
UNIVIEW TECHNOLOGIES CORPORATION
November 2, 2000
Please Detach and Mail in the Envelope Provided
----------
A [X] Please mark your votes as indicated in this example.
The directors recommend a vote FOR the election of all nominees
and a vote FOR all of the proposals.
FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as marked to the to vote for all nominees
contrary below) listed at right
1. Election of
Directors: [ ] [ ] Nominees: Patrick A. Custer
Edward M. Warren
Instruction: To withhold authority to vote Bernard S. Appel
for any individual nominee, strike a line Billy J. Robinson
through the name of nominee in the list at George C. Platt
right. 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. To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending June 30, 2001.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To ratify stock options granted to employees and directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE>
4. 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
at left, and FOR Proposals #2 and #3.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
_____________________ ___________________________ Dated ___________,2000
(Signature)(Title) (Signature if Held Jointly)
NOTE: Please sign exactly as name 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.
