SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 2-93668-FW
UNIVIEW TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17300 North Dallas Parkway, Suite 2050, 75248
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(972) 233-0900
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
At January 31, 2000, there were 21,265,564 shares of Registrant's
common stock outstanding.
<PAGE>
GENERAL INDEX
Page Number
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 12
PART II.
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 15
EXHIBIT INDEX 15
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets
December 31 June 30
1999 1999
ASSETS ----------- -----------
- ------ (Unaudited)
Current Assets
Cash & cash equivalents $ 839,885 $ 4,412,664
Accounts Receivable 1,122,115 1,117,308
Note Receivable 313,621 -
Inventory, net 604,479 436,583
Prepaid Expenses 427,090 28,283
----------- -----------
Total Current Assets 3,307,190 5,994,838
----------- -----------
Other Assets
Purchased software, net 1,824,894 -
Software development, net 1,052,571 1,690,958
Licenses, net 123,750 151,250
Property and equipment, net 1,342,107 1,310,207
Trademark, net 3,454,517 3,576,636
Goodwill, net 1,243,015 1,302,699
Other 665,883 54,180
----------- -----------
Total Other Assets 9,706,737 8,085,930
----------- -----------
TOTAL ASSETS $13,013,927 $14,080,768
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets - Continued
December 31 June 30
1999 1999
LIABILITIES AND STOCKHOLDERS' EQUITY ----------- -----------
- ------------------------------------ (Unaudited)
Current Liabilities
Current Maturities of long-term debt $ 261,638 $ 366,447
Current maturities of capital leases 98,010 55,168
Trade accounts payable 759,030 778,485
Line of Credit 409,144 710,858
Accrued and other current liabilities 1,078,310 1,142,095
----------- -----------
Total Current Liabilities 2,606,132 3,053,053
----------- -----------
Long Term Debt
Obligation under notes payable,
less current maturities 2,277,766 2,590,017
Obligation under capital leases,
less current maturities 15,399 100,720
----------- -----------
Total Liabilities 4,899,297 5,743,790
----------- -----------
Minority Interest - -
STOCKHOLDERS' EQUITY
Preferred stock, cumulative, $1.00 par
value; 1,000,000 shares authorized:
Series A, 140,000 shares issued and 30,000 and
140,000 shares outstanding at December 31,
1999, and June 30, 1999, respectively 30,000 140,000
Series H, 55 shares issued and 2 shares and 3
shares outstanding at December 31, 1999 and
June 30, 1999, respectively (liquidation
preference of $50,000 and $75,000) 2 3
Series 1999-D1, 720 shares issued and 720 shares
and 720 shares outstanding at December 31, 1999
and June 30, 1999, respectively (liquidation
preference of $18,000,000 and $18,000,000) 720 720
Series 1999-C, 44 shares issued and 0 shares and
44 shares outstanding at December 31, 1999 and
June 30, 1999, respectively (liquidation
preference of $0 and $1,100,000) - 44
Series 1999-E, 96 shares issued and 0 shares and
96 shares outstanding at December 31, 1999 and
June 30, 1999, respectively (liquidation
preference of $0 and $2,400,000) - 96
Common stock, $.10 par value; 80,000,000 shares
authorized; 19,679,601 and 15,013,150 shares
issued and outstanding at December 31, 1999,
and June 30, 1999 1,967,960 1,501,315
Additional Paid In Capital 54,079,846 49,128,729
Accumulated Deficit (47,963,898) (42,433,929)
----------- -----------
Total Stockholders' Equity 8,114,630 8,336,978
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $13,013,927 $14,080,768
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three Months Ended Six Months Ended
------------------------- -------------------------
December 31 December 31 December 31 December 31
1999 1998 1999 1998
----------- ----------- ----------- -----------
REVENUES
Net Sales of Products $ 1,914,883 $ 2,275,153 $ 4,215,858 $ 6,124,775
Net Sales of Services 281,310 78,271 725,390 620,640
----------- ----------- ----------- -----------
TOTAL REVENUE 2,196,193 2,353,424 4,941,248 6,745,415
----------- ----------- ----------- -----------
COST OF REVENUES 1,513,743 1,796,132 3,530,991 5,252,661
----------- ----------- ----------- -----------
Gross Profit 682,450 557,292 1,410,257 1,492,754
OPERATING EXPENSES (3,441,437) (2,431,004) (6,609,309) (5,249,561)
----------- ----------- ----------- -----------
Operating Loss (2,758,987) (1,873,712) (5,199,052) (3,756,807)
----------- ----------- ----------- -----------
GAIN ON SALE OF SUBSIDIARIES - 1,860,207 - 1,860,207
OTHER INCOME (EXPENSE)
Other expense (49,501) 80,440 (149,502) 57,746
Interest expense (85,527) (76,270) (181,415) (159,541)
----------- ----------- ----------- -----------
Total Other Income
(Expense) (135,028) 4,170 (330,917) (101,795)
----------- ----------- ----------- -----------
NET LOSS $(2,894,015) $ (9,335) $(5,529,969) $(1,998,395)
=========== =========== =========== ===========
Loss per share attributable
to common stockholders
Basic and Diluted $ (0.15) $ (0.00) $ (0.31) $ (0.18)
=========== =========== =========== ===========
Weighted average common
shares outstanding
Basic and Diluted 19,605,486 12,435,002 17,913,649 11,339,086
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended
-------------------------
December 31 December 31
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(5,529,969) $(1,998,395)
Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
Depreciation and Amortization 1,704,430 1,400,618
Gain on Sale of Subsidiaries - (1,860,207)
Stock compensation expense 724,500 -
Changes in assets and liabilities, net of
effects from acquisitions and dispositions:
Accounts payable and accrued liabilities 280,915 (159,815)
Accounts receivable 199,188 434,193
Inventory (167,896) (29,176)
Prepaid expense (497,951) 26,184
Other assets (172,382) (7,917)
----------- -----------
Cash used in operating activities (3,459,165) (2,194,515)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business, net of cash acquired (208,319) -
Purchase of property and equipment (277,181) (36,830)
Collections on note receivable - -
Issuance of note receivable (13,621) -
----------- -----------
Cash used in investing activities (499,121) (36,830)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid for cost of capital (165,000) -
Principal payments on notes receivable - 45,803
Proceeds from line of credit 3,555,885 -
Principal payments on line of credit (3,857,598) -
Principal payments on long-term debt (180,080) (689,737)
Principal payments on capital lease obligations (42,479) -
Payments of preferred stock dividends (1,875) -
Redemption of Series A preferred stock (118,099) -
Net proceeds from equity transactions 1,194,753 625,983
----------- -----------
Cash provided by financing activities 385,507 (17,951)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (3,572,779) (2,249,296)
CASH AND CASH EQUIVALENTS, BEGINNING 4,412,664 2,284,988
----------- -----------
CASH AND CASH EQUIVALENTS, ENDING $ 839,885 $ 35,692
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
(Unaudited)
BASIS OF PRESENTATION
The interim financial statements and summarized notes included
herein were prepared, without audit, in accordance with generally
accepted accounting principles for interim financial information,
pursuant to rules and regulations of the Securities and Exchange
Commission. Because certain information and notes normally included in
complete financial statements prepared in accordance with generally
accepted accounting principles were condensed or omitted pursuant to such
rules and regulations, it is suggested that these financial statements be
read in conjunction with the Consolidated Financial Statements and the
Notes thereto, included in the Company's Annual Report on Form 10-K for
the preceding fiscal year. These interim financial statements and notes
hereto reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of results for the interim periods
presented. Such financial results, however, should not be construed as
necessarily indicative of future earnings.
CREDIT AGREEMENT/NOTES PAYABLE
The Company's subsidiary, Network America, Inc. has a $2.15 million
credit facility with FINOVA Capital Corporation secured by its accounts
receivable. The outstanding balance under this agreement at December 31,
1999 totaled $409,144. This facility contains various financial
covenants, including among other things, minimum net worth, maintenance
of certain fixed charge ratios and maximum allowable indebtedness to net
worth, with all of which Network America is currently in compliance.
Outstanding notes at the end of the period were $2,539,000,
including a note of $1.5 million that is convertible into Common Stock at
$.625 per share, a note of $741,000 that is convertible into Common Stock
at $1.00 per share, and some other small notes payable.
<PAGE>
ACQUISITIONS
Effective October 29, 1999 the Company acquired 51% of the assets of
Softgen International, Inc. ("Softgen"). Consideration for the
acquisition consisted of 1,175,000 restricted shares of the Company's
Common Stock and warrants to acquire another 1,175,000 shares at $3.00
per share, plus other consideration for a total value of $2.3 million.
As a result of the acquisition of Softgen, which was accounted for as a
purchase, the Company allocated the excess purchase price over tangible
assets acquired of approximately $1.6 million to purchased software based
on an appraisal.
Effective September 22, 1999 the Company acquired assets of Zirca
Corporation ("Zirca") for $300,000 cash and 360,000 restricted common
shares of the Company valued at $675,000. The acquisition of Zirca was
accounted for as a purchase and the Company has allocated the excess
purchase price over tangible assets acquired of approximately $740,000 to
purchased software based on an appraisal.
The following pro forma information combines the results of
operations as if the acquisitions had been consummated as of July 1,
1998, after including the impact of adjustments for amortization of
purchased software and common stock issued in the transaction.
Six months ended
----------------
December 31, 1999 December 31, 1998
----------------- -----------------
Revenue $ 4,770,358 $ 7,647,115
Net loss $ (6,504,877) $ (2,803,895)
Weighted Average Shares 19,448,649 12,874,088
Basic and diluted loss per share $ (0.33) $ (0.22)
SALE OF SUBSIDIARIES
On October 31, 1998, the Company sold uniView Marketing Corporation
("UMC") and CompuNet Support Systems, Inc. ("CNSS"). In the transaction,
all of the issued and outstanding common stock of each of UMC and CNSS
was transferred to W. I. Technology Holding Company, Inc. The Company
reported a gain of $1.86 million from the transaction, consisting
primarily of a reduction in liabilities associated with UMC.
FINANCING TRANSACTIONS
Through December 31, 1999 the Company received $665,000 and issued
1,524,000 shares of Common Stock pursuant to the exercise of warrants.
The Company additionally received $850,000 in private placement
transactions through December 31, 1999. The Company issued an additional
658,331 shares of Common Stock subsequent to December 31, 1999 in
connection with these warrant exercises and private placement
transactions. Through December 31, 1999 the Company paid $320,247 to
financial intermediaries related to equity transactions in fiscal 1999
and 2000.
<PAGE>
BUSINESS SEGMENT INFORMATION
During 1999 and 1998, the Company was primarily engaged in the sale
of computer-related products and services. The following tables set
forth certain information with respect to the six months ended December 31:
1999 1998
------------ ------------
Net Revenues:
Computer Product Sales $ 4,215,858 $ 6,124,746
Computer Services 725,390 620,669
------------ ------------
$ 4,941,248 $ 6,745,415
============ ============
Operating Loss:
Computer Product Sales $ (815,283) $ (1,746,974)
Computer Services (821,609) (169,541)
Corporate (3,893,076) (2,101,628)
------------ ------------
Total operating loss $ (5,529,969) $ (4,018,143)
Less interest expense 181,415 159,541
Gain on sale of subsidiaries - 1,860,207
------------ ------------
Loss from continuing operations $ (5,348,554) $ (1,998,395)
============ ============
Identifiable assets:
Computer products and services $ 12,044,471 $ 5,904,978
Corporate 969,457 6,463,889
------------ ------------
$ 13,013,928 $ 12,368,867
============ ============
Depreciation, amortization
and write-down:
Computer products and services $ 1,526,763 $ 1,340,789
Corporate 177,667 59,829
------------ ------------
$ 1,704,430 $ 1,400,618
============ ============
Capital Expenditures:
Computer product sales
and services $ 2,267,802 $ -
Corporate - -
------------ ------------
$ 2,267,802 $ -
============ ============
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize,
and which are subject to various risks and uncertainties, including
statements concerning expected expenses, Year 2000 readiness, and the
adequacy of our sources of cash to finance our current and future
operations. When used in this report, the words "plans," "believes,"
"expects," "anticipates," "estimates" and similar expressions are
intended to identify forward-looking statements. Factors which could
cause actual results to materially differ from our expectations include
the following: general economic conditions and growth in the high tech
industry; competitive factors and pricing pressures; changes in product
mix; the timely development and acceptance of new products; Year 2000
readiness of our suppliers, and the risks described from time to time in
our SEC filings. These forward-looking statements speak only as of the
date of this report. 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.
Overview
Dallas based uniView Technologies Corporation has aggregated a
unique architecture of key companies offering competencies and expertise
in video on demand, set top solutions, computer telephony integration
software ("CTI"), innovative customer care applications, consulting
services, e-business solutions, and interactive broadband connectivity.
The companies market their products and services both domestically and
internationally focusing on multi-level marketing, hospitality,
utilities, banking, telecommunications and fortune 1,000 companies.
uniView's four companies include Advanced Systems Group, Network America,
uniView Softgen and the Products Group. More information about us can be
found at our Web site, www.uniView.com.
The following discussion provides information to assist in the
understanding of our financial condition and results of operations for
the fiscal quarter ended December 31, 1999. It should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
appearing in the Company's Annual Report on Form 10-K for fiscal year
ended June 30, 1999.
<PAGE>
Results of Operations
Revenues. Total sales for the second fiscal quarter ended December
31, 1999 were $2.2 million, with sales of $2.4 million for the same
quarter last year. Total sales for the six months ended December 31,
1999 were $5 million, compared to $6.7 million for the same period last
year. Most of the sales for the reporting period can be attributed to
network system design and integration services provided through our
subsidiary, Network America. These revenues decreased primarily as a
result of customers holding back projects because of concerns over Y2K.
We continue to expect our Advanced Systems Group to make significant
contributions to revenue from recently announced contracts during the
coming year. We also expect our new subsidiary, uniView Softgen, to
begin making significant contributions to revenue through sales of its
proprietary CTI software, CIMphony(TM).
Gross Profit. Gross Profit for the second fiscal quarter was
$682,000, compared to $557,000 for the same quarter last year. Gross
Profit for the six months ended December 31, 1999 was $1.4 million,
compared to $1.5 million for the same period last year.
Operating Expenses. Total operating expenses for the second fiscal
quarter were $3.4 million, compared to $2.4 million for the same quarter
last year. Total operating expenses for the six months ended December
31, 1999 were $6.6 million, compared to $5.2 million for the same period
last year. Significant components of operating expenses for the six
months ended December 31, 1999 and 1998 consisted of the following:
Six months ended
----------------
December 31, 1999 December 31, 1998
----------------- -----------------
Compensation $ 2,000,000 $ 2,750,000
Facilities 348,000 518,000
Depreciation 769,000 578,000
Online service expense 372,000 80,000
Amortization of software development 936,000 836,000
costs, trademark and goodwill
Legal expense 214,000 31,000
Stock option expense 724,500 -
Other 1,245,809 398,561
----------------- -----------------
Total $ 6,609,309 $ 5,191,561
Other expenses include one time moving expenses, uniView Softgen expenses
during the transition period following the acquisition, advertising,
telephone, interest expense, and other general and administrative
expenses. Stock option expense relates to options granted to employees
at prices less than the full market price.
Liquidity and Capital Resources
Cash Flows From Operations. Cash used by operations for the six
months ended December 31, 1999 and 1998 were $3.4 million and $2.2
million, respectively. Major components of cash flows from operations
for the current period included $1.7 million for depreciation and
amortization and the effects of a $5.5 million loss from operations.
<PAGE>
Cash Flows From Investing Activities. During the six months ended
December 31, 1999, we purchased $277,000 of property, plant, and
equipment as compared to $37,000 during the same period last year. We
additionally expended $208,000 net cash for business acquisitions during
the six months ended December 31, 1999.
Cash Flows from Financing Activities. During the six months ended
December 31, 1999 we generated $1.2 million from financing activities,
compared to $625,000 during the same period last year. The primary
sources of these funds were proceeds from equity transactions. We
additionally paid $180,000 on long-term debt during the six months ended
December 31, 1999, compared to $690,000 during the same period last year.
Other Matters
Cash Flow
During the six months ended December 31, 1999, we did not achieve a
positive cash flow from operations. Accordingly, we continue to rely on
cash on hand, as well as available borrowing arrangements and continued
sale of our common stock and preferred stock to fund operations until a
positive cash flow from operations can be achieved. We expect to achieve
a positive cash flow during this fiscal year; however, if we are unable
to achieve a positive cash flow from operations, additional financing or
placements will be required. We continually evaluate opportunities with
various investors to raise additional capital, without which, our growth
and profitability could be restricted. Although we believe that
sufficient financing resources are available, there can be no assurance
that such resources will continue to be available to us or that they will
be available upon favorable terms.
Readiness for Year 2000
During 1998 and 1999 we recognized the need and took action to
ensure that our operations and relationships with vendors and other third
parties would not be adversely impacted by software processing errors
arising from the calculations using the year 2000 ("Y2K") and beyond. We
believe that our Y2K review, new information system implementation, and
other remedial actions that we took were responsible for our
successful transition into the year 2000 without incident.
We created a company-wide Y2K team to identify and resolve Y2K
issues associated with our internal information systems, internal non-
information systems, the products and services we sell, and our major
suppliers of products and services. (Non-information systems include
telephone systems; fax machines; facilities systems regulating alarms,
building access and sprinklers; and other miscellaneous systems and
processes.) We established a Y2K program coordinator to ensure that
these programs were implemented across the Company. The coordinator
provides a single point of reference, both internal, and external, for
us.
<PAGE>
Our products are Y2K compliant. Our internal financial reporting
system was upgraded to a Y2K compliant system. All of our non-
information systems are compliant. In addition, we continue to monitor
our suppliers, customers, vendors and financial service organizations
regarding their Year 2000 compliance. In some cases, to meet Y2K
readiness, we replaced suppliers or eliminated suppliers from
consideration for new business. However, there can be no assurance that
further Y2K remedial action will not be required as we become aware of
additional information in the future.
We believe the critical period for Y2K problems has passed and that
any Y2K related problems in the future will not be significant. However,
there is no assurance that some Y2K issues will not arise in the future,
and we have retained our contingency plans to address any such issues.
Any potential infrastructure problem that is outside of our control
could still result in a delay in delivery of products or services
depending on the nature and severity of the problem.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which
may adversely affect our financial position, results of operations and
cash flows. In seeking to minimize the risks from interest rate
fluctuations, we manage exposures through our regular operating and
financing activities. We do not use financial instruments for trading or
other speculative purposes and we are no party to any leveraged financial
instruments.
We are exposed to interest rate risk primarily through our borrowing
activities, which are described in the "Long-Term Debt" Notes to the
Consolidated Financial Statements of our Annual Report on Form 10-K for
fiscal year ended June 30, 1999, which are incorporated herein by
reference.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Sales of equity securities during the reporting period that were not
registered under the Securities Act of 1933 consisted of the following:
On October 15, 1999 we issued 360,000 shares of our Common Stock in
connection with our acquisition of certain assets of Zirca Corporation.
The issuance was made pursuant to the exemption from registration
provided by SEC Regulation D, in that (a) the investor or its purchaser
representative is reasonably believed to have such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of the investment, (b) the investor or
its purchaser representative were provided with required information and
an opportunity to obtain additional information a reasonable period of
time prior to the transaction, and (c) the investor or its purchaser
representative were advised of the limitations on resale of the Common
Stock.
<PAGE>
Subsequent to the end of the reporting period, on January 7, 2000 we
issued 927,632 shares of our Common Stock in connection with our
acquisition of certain assets of Softgen International, Inc. The
issuance was made pursuant to the exemption from registration provided by
SEC Regulation D, in that (a) the investor or its purchaser
representative is reasonably believed to have such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of the investment, (b) the investor or
its purchaser representative were provided with required information and
an opportunity to obtain additional information a reasonable period of
time prior to the transaction, and (c) the investor or its purchaser
representative were advised of the limitations on resale of the Common
Stock.
Subsequent to the end of the reporting period, on January 7, 2000 we
issued 365,331 shares of our Common Stock to accredited investors in a
private placement. The issuance was made pursuant to the exemption from
registration provided by SEC Regulation D.
Subsequent to the end of the reporting period, on January 24, 2000
we issued 100,000 shares of our Common Stock to accredited investors in a
private placement. The issuance was made pursuant to the exemption from
registration provided by SEC Regulation D.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
We held our 1999 Annual Shareholders' Meeting on December 9, 1999.
Of our 19,653,935 common shares issued and outstanding as of the Record
Date, 17,398,765 were represented in person or by proxy at the meeting,
which constituted a quorum for the transaction of all business to come
before the meeting.
The following proposals were approved by the required number of
shares represented at the meeting:
1. Election of Directors:
Patrick A. Custer (FOR 17,281,769; WITHHELD 116,996.)
Edward M. Warren (FOR 17,282,309; WITHHELD 116,456.)
Bernard S. Appel (FOR 17,281,529; WITHHELD 117,236.)
Billy J. Robinson (FOR 17,282,269; WITHHELD 116,496.)
2. Ratification of the appointment of Grant Thornton LLP as the
Company's independent auditors for the fiscal year ending June 30, 2000.
FOR 17,293,540 AGAINST 49,555 ABSTAIN 55,670
3. Approval of the Company's 1999 Equity Incentive Plan.
FOR 5,369,605 AGAINST 523,459 ABSTAIN 104,717
4. Ratification of stock options granted to employees and directors.
FOR 5,315,280 AGAINST 557,610 ABSTAIN 124,891
<PAGE>
ITEM 5. OTHER INFORMATION
Acquisition or Disposition of Assets
Softgen International, Inc.
On October 29, 1999, the Registrant consummated the acquisition of
51% of certain assets of Softgen International, Inc. ("Softgen"),
pursuant to a Sale and Purchase Agreement. The consideration given for
the acquisition was One Million One Hundred One Hundred Seventy-five
Thousand (1,175,000) shares of Registrant's par value $.10 common stock
(the "Common Stock") and warrants to purchase One Million One Hundred
Seventy-five Thousand (1,175,000) shares of Registrant's Common Stock,
exercisable at Three and NO/100 Dollars ($3.00) per share for three (3)
years (the "Warrants"). The purchase price was established through arms
length negotiations between the parties, considering the historical
revenues and business prospects of Softgen and the current market price
of Registrant's Common Stock.
The assets were acquired from Softgen International, Inc., a British
Virgin Islands corporation, with an office at 8150 N. Central Expressway,
Suite 1201, Dallas, Texas 75206. There exists no material relationship
between Softgen and the Registrant or any of its affiliates, any director
or officer of the registrant, or any associate of any such director or
officer.
Part of the acquired assets consists of general office equipment
used in the computer consulting business and the Registrant intends to
continue such use.
Separate financial statements and pro forma financial information
for the acquisition of these assets were not required to be filed, as the
transaction did not meet the required threshold for reporting under SEC
regulations. This financial information will be consolidated into our
financial statements pursuant to reporting requirements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
Reference is made to the Exhibit Index beginning on page 14 of
this Form 10-Q for a list of all exhibits filed with and
incorporated by reference in this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the reporting period.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
uniView Technologies Corporation
(Registrant)
By: /s/ Patrick A. Custer
Patrick A. Custer, President
(Principal Financial and
Duly Authorized Officer)
Date: February 18, 2000
UNIVIEW TECHNOLOGIES CORPORATION
and Subsidiaries
EXHIBIT INDEX
Exhibit Number Description of ExhibitsSequential Page Number
2.1 Sale and Purchase Agreement dated as of October 29, 1999,
between the Company and Softgen International, Inc., et
al., concerning the purchase of certain assets of Softgen
International, Inc. (filed as Exhibit "2.1" to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1999 and incorporated herein
by reference.) N/A
3(i) Articles of Incorporation of the Company, as amended (f
iled as Exhibit "4.1" to the Company's Registration
Statement on Form S-3 filed with the Commission on May 13,
1998 and incorporated herein by reference.) N/A
3(ii) Bylaws of the Company, as amended (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
4.1 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
4.2 Series A Preferred Stock terms and conditions (filed as
Exhibit "4.3" to the Company's annual report on Form 10-K
for the fiscal year ended June 30, 1994 and incorporated
herein by reference.) N/A
4.3 Series H Preferred Stock terms and conditions (filed as
Exhibit "4.4" to the Company's Registration Statement on
Form S-3 originally filed with the Commission on June 20,
1996 and incorporated herein by reference.) N/A
<PAGE>
4.4 Form of warrant issued in connection with the J.P. Carey
Agreement (filed as Exhibit "4.8" to the Company's
Registration Statement on Form S-3 filed with the
Commission on July 20, 1998 and incorporated herein
by reference.) N/A
4.5 Form of warrant issued in connection with Series 1998-A1
Preferred Stock (filed as Exhibit "4.7" to the Company's
Registration Statement on Form S-3 filed with the
Commission on July 20, 1998 and incorporated herein
by reference.) N/A
4.6 Series 1999-D1 Preferred Stock terms and conditions (filed
as Exhibit "4.6" to the Company's Registration Statement
on Form S-3 filed with the Commission on June 28, 1999 and
incorporated herein by reference.) N/A
4.7 Form of Securities Purchase Agreement for 1999.1 Convertible
Debenture (filed as Exhibit "4.9" to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1998
and incorporated herein by reference.) N/A
4.8 Extension Agreement for Note and Security Agreement with
Geneva Reinsurance Company, Ltd. dated March 16, 1999
allowing conversion of the remaining principal balance of
the note into common stock (filed as Exhibit "4.17" 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
4.9* Form of Securities Purchase Agreement for private placement
to Founders Equity Group, Inc. 17
4.10* Form of Securities Purchase Agreement for private placement
to Bonanza Partners, Ltd. 24
4.11* Form of warrant issued in connection with private placement
to Bonanza Partners, Ltd. 31
4.12* Form of warrant issued in connection with acquisition of
certain assets of Softgen International, Inc. 37
27* Financial Data Schedule (for EDGAR filing purposes only.) 43
__________________
* Filed herewith.
THE SHARES OF COMMON STOCK (THE "COMMON SHARES") OFFERED HEREIN
ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY.
SECURITIES PURCHASE AGREEMENT
UNIVIEW TECHNOLOGIES CORPORATION
Private Offering of Common Stock
In connection with the offer (the "Offering") and proposed issuance
of 333,331 common shares, $0.10 par value per share ("Common Shares"), of
uniView Technologies Corporation, 10911 Petal Street, Dallas, Texas 75238
(the "Company") for a total investment in the Company of $500,000, the
undersigned prospective investor(s) (the "Investor") and the Company
hereby agree as follows:
1. Subscription. The Investor hereby subscribes for the purchase of
the Common Shares and agrees to purchase the aggregate number of
Common Shares set forth on the signature line of this Agreement.
The Company, in its sole discretion and for any reason, may accept
or reject this purchase in whole or in part at any time prior to its
execution hereof (the "Closing Date").
2. Restricted Shares. Investor recognizes that the Common Shares, when
issued, will not have been registered for public sale under the
Securities Act of 1933 (the "Securities Act") or the securities laws
of any state and that the share certificate will bear a "Restricted
Stock" legend as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER SAID ACT, OR (2) AN OPINION OF COMPANY COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED."
3. Registration Rights. (a) Piggyback Registration. If, at any
time during the six (6) month period following the Closing Date, the
Company shall file a registration statement with the SEC, the
Company shall give Investor prior notice of the filing of such
registration statement. If requested by Investor in writing within
five (5) business days after receipt of any such notice, the Company
shall register all or, at each Investor's option, any portion of the
Common Shares, concurrently with the registration of such other
securities, all to the extent requisite to permit the public
offering and sale of the Common Shares through the facilities of the
Nasdaq Stock Market, and will use its best reasonable efforts
through its officers, directors, auditors, and counsel to cause such
registration statement to become effective as promptly as
practicable. Notwithstanding the foregoing, if the Company believes
in good faith that the distribution of all or a portion of the
Shares requested to be included in the registration concurrently
with the securities being registered by the Company would materially
adversely affect the distribution of such securities by the Company
for its own account or pursuant to previous commitments made to
other investors, then Investor shall delay the offering and sale of
the Shares (or the portions thereof so designated) for such period.
<PAGE>
(b) Demand Registration. If, at any time after the six (6) month
period following the Closing Date, the Company shall receive a
written request from each Investor to register the sale of all or
part of such Common Shares, the Company shall, as promptly as
practicable prepare and file with the Commission a registration
statement sufficient to permit the public offering and sale of the
Common Shares through the facilities of the Nasdaq Stock Market, and
will use its best reasonable efforts through its officers,
directors, auditors, and counsel to cause such registration
statement to become effective as promptly as practicable. The
registration statement filed by the Company pursuant to this section
may include securities sold by the Company or on behalf of persons
other than Investor.
4. Payment of Purchase Price. The Investor shall pay for the Common
Shares by a mutually agreed method of funding to the Company after
closing on the Softgen transaction, which is expected to be on or
before November 4, 1999, or as may be otherwise mutually agreed by
the parties (the "Closing Date.")
The parties hereby agree that, upon clearance of the funds for
payment of the purchase price, the Company shall cause Common Share
certificate(s) to be issued in the Investor's name and delivered to
Investor.
5. Company's Conditions. The Company's obligation to issue and sell
the Common Shares shall be subject to the satisfaction (or waiver by
it) of the following conditions precedent:
(a) Performance. The Investor shall have tendered payment for the
Common Shares.
(b) Representations. Each representation and warranty made by
the Investor in this agreement shall be true and correct in all
material respects as though made on and as of the Closing Date.
(c) Legality. No change shall have occurred in any law, rule or
regulation that would prohibit the consummation of any transaction
contemplated hereby.
(d) Litigation. No action, proceeding or investigation shall
have been commenced or threatened, nor shall any other judgment or
decree have been issued or be proposed to be issued by any court,
agency or authority to set aside, restrain, enjoin or prevent the
consummation of any transaction contemplated hereby.
6. Representations and Warranties. The Investor makes the
representations, declarations and warranties set forth in this
Section with the intent that the same may be relied upon in
determining the Investor's suitability as a purchaser of the Common
Shares. If the Investor includes or consists of more than one
person or entity, the obligations of the Investor shall be joint and
several and the representations and warranties herein contained
shall be deemed to be made by and be binding upon each such person
or entity and their respective legal representatives, heirs,
executors, administrators, successors and assigns.
<PAGE>
(a) No Regulatory Review. The Investor is aware that this is a
limited private offering and that no federal, state or other agency
has made any finding or determination as to the fairness of the
investment nor made any recommendation or endorsement of the Common
Shares.
(b) Ability to Evaluate. The Investor, by reason of the
Investor's knowledge and experience in financial and business
matters, is capable of evaluating the risks and merits of an
investment in the Common Shares.
(c) Investment Intent. The Investor acknowledges that the purchase
of the Common Shares hereunder is being made for the Investor's own
account, or investment purposes only and not with the present
intention of distributing or reselling the Common Shares in whole or
in part. The Investor further understands that the Common Shares
are not being sold to the Investor in a transaction registered under
the Securities Act of 1933, as amended (the "Act"), or any other
state securities laws. As a result, the Investor understands that
there will be restrictions on the transfer and sale of the Common
Shares. The Investor further understands that the Company has
agreed to file a Registration Statement with the SEC with respect to
the Common Shares at the earliest practicable time. The Investor
hereby agrees not to sell or otherwise transfer the Common Shares
until the Investor has received notice from the Company that the
Registration Statement has been declared effective. Investor hereby
agrees to exercise the registration rights granted hereby, and to
sell the Common Shares pursuant to the registration, only in a
manner consistent with the representations and warranties made by
Investor to the Company hereunder. Investor understands that the
SEC may in its discretion comment on certain aspects of the
Registration Statement and the transaction and that such comments
may cause delay in the Registration Statement becoming effective.
Except as otherwise set forth herein, the Company shall have no
liability to Investor on account of any such delay initiated by the
SEC.
(d) Investment Information. The investor has received and reviewed
pertinent information regarding the Company, including the most
recent SEC Forms 10-K and 10-Q prior to the execution of this
Agreement and is capable of understanding and evaluating the
information contained therein. Specifically, the Investor is fully
aware of the risks relating to the business of the Company and
purchase of the Common Shares. The Investor will rely solely upon
its independent investigation and analysis in making the decision to
purchase the Common Shares. In particular, and without limiting the
generality of the foregoing, the Investor has not relied on, and the
Investor's decision to subscribe for Common Shares has not been
influenced by: (i) newspaper, magazine or other media articles or
reports related to the Company or its business; (ii) promotional
literature or other materials used by the Company for sales or
marketing purposes, or (iii) any other written or oral statement of
the Company or persons purporting to represent the Company. The
Investor has had the opportunity to discuss all aspects of this
transaction with management of the Company, has made or has had the
opportunity to make such inspection of the books and records of the
Company as the Investor has deemed necessary in connection with this
investment, and any questions asked have been answered to the
satisfaction of the Investor.
<PAGE>
(e) Confidentiality. The Investor understands that the Offering
is confidential. The Investor has not distributed information on
the Offering to anyone other than such legal or financial advisors
as the Investor has deemed necessary for purposes of evaluating an
investment in the Common Shares.
(f) Authorization and Formation of Investor. The Investor,
if a corporation, partnership, trust or other form of business
entity, is authorized and otherwise duly qualified to purchase and
hold the Common Shares and such entity has not been formed for the
specific purposes of acquiring Common Shares in the Offering. If
the Investor is one of the aforementioned entities, it hereby agrees
that upon request of the Company it will supply the Company with any
additional written information that may be requested by the Company.
(g) Accredited Investor Status. The Investor is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D
under the Act and within the meaning of similar regulations under
state securities laws for the reasons indicated in the "Investor
Acknowledgments" accompanying this Agreement. If the Investor is an
individual, he or she is of majority age and his or her marital
status is as indicated in the "Investor Acknowledgments." If the
Investor is an entity, the person executing this Securities Purchase
Agreement on behalf of the Investor is of majority age.
7. Reliance on Representations and Warranties. The Investor
understands that the Company will rely on the representations and
warranties of the Investor herein in determining whether a sale of
the Common Shares to the Investor is in compliance with federal and
applicable state securities laws.
8. Updating Information. All of the information set forth herein
with respect to the Investor, including, without limitation, all of
the representations and warranties set forth in Paragraph 6 of this
agreement, is correct and complete as of the date hereof and, if
there should be any material change in such information prior to the
acceptance of this subscription by the Company, the Investor will
immediately furnish the revised or corrected information to the
Company.
9. Notices. Any notice or other communications required or permitted
hereunder shall be sufficiently given if in writing and sent by
registered or certified mail, postage prepaid, return receipt
requested, if to the Company at the address set forth on the first
page of this Subscription Agreement, and to Investor, at the address
set forth in Paragraph 12 of this Subscription Agreement, or, to
such other address as either the Company or the Investor shall
designate to the other by notice in writing in accordance with this
Paragraph 9.
10. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of Texas.
11. Representations and Warranties of the Company. The Company
represents and warrants to Investor as follows:
(a) The Company has legal capacity, power and authority to enter
into and perform this Agreement and to consummate the transaction
contemplated hereby.
<PAGE>
(b) This Agreement has been duly authorized, executed and delivered
by the Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with
its terms.
(c) The execution and delivery of this agreement and the
performance of the obligations imposed hereunder will not result in
a violation of any order, decree or judgment of any court or
governmental agency having jurisdiction over Company or Company's
properties, will not conflict with, constitute a default under, or
result in the breach of, any contract agreement or other instrument
to which the Company is a party or is otherwise bound and no
consent, authorization or order of, or filing or registration with,
any court or governmental agency is required for the execution,
delivery and performance of this agreement.
(d) There is no litigation or proceeding or, to the best of the
Company's knowledge, threatened, against the Company which would
affect the validity or performance of this agreement.
(e) Upon consummation of the transaction contemplated hereby, the
Investor will own the Common Shares free and clear of all liens,
claims, charges and other encumbrances and the delivery of the
Common Shares to Investor pursuant to this agreement will transfer
legal and valid title thereto, free and clear of all liens, claims,
charges and other encumbrances.
(f) The Company will pay all transfer fees and expenses.
(g) The Common Shares when issued and delivered will be duly and
validly authorized and issued fully-paid and nonassessable and will
not subject the holders thereof to personal liability by reason of
being such holders. There are no preemptive rights of any
shareholder of the Company.
(h) The Company hereby agrees to indemnity and hold harmless the
Investor from and against any liability, damage, cost or expense
incurred as a result of breach by the Company of any representation,
warranty or covenant of the Company hereunder.
12. Signatures. The Investor declares under penalty of perjury that
the statements, representations and warranties contained herein and
in the following Investor Acknowledgments are true, correct and
complete and that this Securities Purchase Agreement was executed as
of October 15, 1999.
INVESTOR:
___________________ ($__________ for ________ shares @$1.50)
Tax ID: _____________
______________________________
AGREED AND ACCEPTED:
UNIVIEW TECHNOLOGIES CORPORATION
By:______________________________
Patrick A. Custer
President and CEO
<PAGE>
APPENDIX "A"
INVESTOR ACKNOWLEDGMENTS
In order to induce uniView Technologies Corporation (the "Company")
to accept the foregoing Securities Purchase Agreement between the parties
dated as of an even date herewith, the Investor expressly acknowledges
the following by placing his or her initials (or, if the Investor is a
person other than an individual, the initials of an individual duly
empowered to act for the Investor) in each of the spaces provided below:
THE INVESTOR HAS RECEIVED, HAS CAREFULLY REVIEWED INFORMATION ON THE
COMPANY AND HAS MADE AN INDEPENDENT INVESTIGATION AND ANALYSIS OF THE
INVESTMENT.
THE INVESTOR HAS CAREFULLY READ THE FOREGOING SECURITIES
SUBSCRIPTION AGREEMENT AND IN PARTICULAR, HAS CAREFULLY READ AND
UNDERSTANDS THE INVESTOR'S REPRESENTATIONS AND WARRANTIES MADE THEREIN
AND CONFIRMS THAT ALL SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE AND
CORRECT.
THE INVESTOR QUALIFIES UNDER THE FOLLOWING CATEGORY OR CATEGORIES OF
DEFINITIONS OF "ACCREDITED INVESTOR" (INDICATE EACH APPLICABLE CATEGORY):
(1) The Investor is a natural person whose individual net worth, or
joint net worth with that person's spouse, exceeds $1,000,000.
(______) Yes (______) No
(2) The Investor is a natural person who had an individual income
in excess of $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of $300,000 in
each of those years and has a reasonable expectation of
realizing the same income level in the current year.
(______) Yes (______) No
(3) The Investor is a broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
(______) Yes (______) No
(4) The Investor is an insurance company, a registered securities
broker or dealer, a licensed Small Business Investment Company,
a registered investment company, a business development company
as defined in Section 2(a)(48) of the Investment Company Act of
1940 or a private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
(______) Yes (______) No
(5) The Investor is an organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended, or a
corporation, Massachusetts or similar business trust or
partnership, not formed for the specific purpose of acquiring
the Units, with total assets in excess of $5,000,000.
(______) Yes (______) No
<PAGE>
(6) The Investor is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring
the Units offered, whose purchase is directed by a person who
has such knowledge and experience that he or she is capable of
evaluating the merits and risks of the proposed investment.
(______) Yes (______) No
(7) The Investor is a bank, savings and loan association or similar
institution acting in its individual or fiduciary capacity, or
an employee benefit plan with total assets in excess of
$5,000,000.
(______) Yes (______) No
(8) The Investor is a Plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of
a state or its political subdivisions for the benefit of its
employees, with total assets in excess of $5,000,000.
(______) Yes (______) No
(9) The Investor is an employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 ("ERISA"),
the investment decisions for which are made by a plan
fiduciary, as defined in Section 3(21) of ERISA, which is
either a bank, savings and loan association, insurance company,
or registered investment adviser, or is an employee benefit
plan that has total assets in excess of $5,000,000.
(______) Yes (______) No
(10) The Investor is an entity in which all of the equity owners are
accredited investors or individuals who are accredited
investors (as defined above).
(______) Yes (______) No
IN WITNESS WHEREOF, the Investor has executed and delivered this
Investor Acknowledgment as of October 15, 1999.
Official Signatory of Investor:
_______________________________
(Signature)
Name Printed: _______________________
Title: ______________________________
<PAGE>
THE SHARES OF COMMON STOCK (THE "COMMON SHARES") OFFERED HEREIN
ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY.
SECURITIES PURCHASE AGREEMENT
UNIVIEW TECHNOLOGIES CORPORATION
Private Offering of Common Stock
In connection with the offer (the "Offering") and proposed issuance
of common shares, $0.10 par value per share ("Common Shares") and
warrants to purchase Common Shares of uniView Technologies Corporation,
17300 North Dallas Parkway, Suite 2050, Dallas, Texas 75248 (the
"Company"), the undersigned prospective investor(s) (the "Investor") and
the Company hereby agree as follows:
1. Subscription. The Investor hereby subscribes for the purchase of
the Common Shares and agrees to purchase the aggregate number of
Common Shares set forth on the signature page of this Agreement, at
the price reflected therein. The Company, in its sole discretion
and for any reason, may accept or reject this purchase in whole or
in part at any time prior to its execution hereof (the "Closing
Date").
2. Restricted Shares. Investor recognizes that the Common Shares, when
issued, will not have been registered for public sale under the
Securities Act of 1933 (the "Securities Act") or the securities laws
of any state and that the share certificate will bear a "Restricted
Stock" legend as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER SAID ACT, OR (2) AN OPINION OF COMPANY COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED."
3. Registration Rights. The Company shall, as promptly as
practicable, but no later than sixty (60) days after the date of
execution of this Agreement, prepare and file with the Commission a
registration statement sufficient to permit the public offering and
sale of the Common Shares through the facilities of the Nasdaq Stock
Market, and will use its best reasonable efforts through its
officers, directors, auditors, and counsel to cause such
registration statement to become effective as promptly as
practicable thereafter. The registration statement filed by the
Company pursuant to this section may include securities sold by the
Company or on behalf of persons other than Investor.
4. Payment of Purchase Price. The Investor shall pay for the Common
Shares by wire transfer of funds into the following bank account on
or before close of business on December 31, 1999 (the "Closing
Date"). Time is of the essence in this transaction.
The parties hereby agree that, upon receipt of the funds for payment
of the purchase price, the Company shall cause Common Share
certificate(s) to be issued in the Investor's name and delivered to
Investor.
<PAGE>
5. Company's Conditions. The Company's obligation to issue and sell
the Common Shares shall be subject to the satisfaction (or waiver by
it) of the following conditions precedent:
(a) Performance. The Investor shall have tendered payment for the
Common Shares.
(b) Representations. Each representation and warranty made by
the Investor in this agreement shall be true and correct in all
material respects as though made on and as of the Closing Date.
(c) Legality. No change shall have occurred in any law, rule or
regulation that would prohibit the consummation of any transaction
contemplated hereby.
(d) Litigation. No action, proceeding or investigation shall
have been commenced or threatened, nor shall any other judgment or
decree have been issued or be proposed to be issued by any court,
agency or authority to set aside, restrain, enjoin or prevent the
consummation of any transaction contemplated hereby.
6. Representations and Warranties. The Investor makes the
representations, declarations and warranties set forth in this
Section with the intent that the same may be relied upon in
determining the Investor's suitability as a purchaser of the Common
Shares. If the Investor includes or consists of more than one
person or entity, the obligations of the Investor shall be joint and
several and the representations and warranties herein contained
shall be deemed to be made by and be binding upon each such person
or entity and their respective legal representatives, heirs,
executors, administrators, successors and assigns.
(a) No Regulatory Review. The Investor is aware that this is a
limited private offering and that no federal, state or other agency
has made any finding or determination as to the fairness of the
investment nor made any recommendation or endorsement of the Common
Shares.
(b) Ability to Evaluate. The Investor, by reason of the
Investor's knowledge and experience in financial and business
matters, is capable of evaluating the risks and merits of an
investment in the Common Shares.
(c) Investment Intent. The Investor acknowledges that the purchase
of the Common Shares hereunder is being made for the Investor's own
account, or investment purposes only and not with the present
intention of distributing or reselling the Common Shares in whole or
in part. The Investor further understands that the Common Shares
are not being sold to the Investor in a transaction registered under
the Securities Act of 1933, as amended (the "Act"), or any other
state securities laws. As a result, the Investor understands that
there will be restrictions on the transfer and sale of the Common
Shares. The Investor further understands that the Company has
agreed to file a Registration Statement with the Securities and
Exchange Commission (the "SEC") with respect to the Common Shares at
the earliest practicable time. The Investor hereby agrees not to
sell or otherwise transfer the Common Shares until the Investor has
received notice from the Company that the Registration Statement has
been declared effective. Investor hereby agrees to exercise the
<PAGE>
registration rights granted hereby, and to sell the Common Shares
pursuant to the registration, only in a manner consistent with the
representations and warranties made by Investor to the Company
hereunder. Investor understands that the SEC may in its discretion
comment on certain aspects of the Registration Statement and the
transaction and that such comments may cause delay in the
Registration Statement becoming effective. Except as otherwise set
forth herein, the Company shall have no liability to Investor on
account of any such delay initiated by the SEC.
(d) Investment Information. The investor has received and reviewed
pertinent information regarding the Company, including the most
recent SEC Forms 10-K and 10-Q prior to the execution of this
Agreement and is capable of understanding and evaluating the
information contained therein. Specifically, the Investor is fully
aware of the risks relating to the business of the Company and
purchase of the Common Shares. The Investor will rely solely upon
its independent investigation and analysis in making the decision to
purchase the Common Shares. In particular, and without limiting the
generality of the foregoing, the Investor has not relied on, and the
Investor's decision to subscribe for Common Shares has not been
influenced by: (i) newspaper, magazine or other media articles or
reports related to the Company or its business; (ii) promotional
literature or other materials used by the Company for sales or
marketing purposes, or (iii) any other written or oral statement of
the Company or persons purporting to represent the Company. The
Investor has had the opportunity to discuss all aspects of this
transaction with management of the Company, has made or has had the
opportunity to make such inspection of the books and records of the
Company as the Investor has deemed necessary in connection with this
investment, and any questions asked have been answered to the
satisfaction of the Investor.
(e) Confidentiality. The Investor understands that the Offering
is confidential. The Investor has not distributed information on
the Offering to anyone other than such legal or financial advisors
as the Investor has deemed necessary for purposes of evaluating an
investment in the Common Shares.
(f) Authorization and Formation of Investor. The Investor,
if a corporation, partnership, trust or other form of business
entity, is authorized and otherwise duly qualified to purchase and
hold the Common Shares and such entity has not been formed for the
specific purposes of acquiring Common Shares in the Offering. If
the Investor is one of the aforementioned entities, it hereby agrees
that upon request of the Company it will supply the Company with any
additional written information that may be requested by the Company.
(g) Accredited Investor Status. The Investor is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D
under the Act and within the meaning of similar regulations under
state securities laws for the reasons indicated in the "Investor
Acknowledgments" accompanying this Agreement. If the Investor is an
individual, he or she is of majority age and his or her marital
status is as indicated in the "Investor Acknowledgments." If the
Investor is an entity, the person executing this Securities Purchase
Agreement on behalf of the Investor is of majority age.
<PAGE>
7. Reliance on Representations and Warranties. The Investor
understands that the Company will rely on the representations and
warranties of the Investor herein in determining whether a sale of
the Common Shares to the Investor is in compliance with federal and
applicable state securities laws.
8. Updating Information. All of the information set forth herein
with respect to the Investor, including, without limitation, all of
the representations and warranties set forth in Paragraph 6 of this
agreement, is correct and complete as of the date hereof and, if
there should be any material change in such information prior to the
acceptance of this subscription by the Company, the Investor will
immediately furnish the revised or corrected information to the
Company.
9. Notices. Any notice or other communications required or permitted
hereunder shall be sufficiently given if in writing and sent by
registered or certified mail, postage prepaid, return receipt
requested, if to the Company at the address set forth on the first
page of this Subscription Agreement, and to Investor, at the address
set forth in Paragraph 12 of this Subscription Agreement, or, to
such other address as either the Company or the Investor shall
designate to the other by notice in writing in accordance with this
Paragraph 9.
10. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of Texas.
11. Representations and Warranties of the Company. The Company
represents and warrants to Investor as follows:
(a) The Company has legal capacity, power and authority to enter
into and perform this Agreement and to consummate the transaction
contemplated hereby.
(b) This Agreement has been duly authorized, executed and delivered
by the Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with
its terms.
(c) The execution and delivery of this agreement and the
performance of the obligations imposed hereunder will not result in
a violation of any order, decree or judgment of any court or
governmental agency having jurisdiction over Company or Company's
properties, will not conflict with, constitute a default under, or
result in the breach of, any contract agreement or other instrument
to which the Company is a party or is otherwise bound and no
consent, authorization or order of, or filing or registration with,
any court or governmental agency is required for the execution,
delivery and performance of this agreement.
(d) There is no litigation or proceeding or, to the best of the
Company's knowledge, threatened, against the Company which would
affect the validity or performance of this agreement.
<PAGE>
(e) Upon consummation of the transaction contemplated hereby, the
Investor will own the Common Shares free and clear of all liens,
claims, charges and other encumbrances and the delivery of the
Common Shares to Investor pursuant to this agreement will transfer
legal and valid title thereto, free and clear of all liens, claims,
charges and other encumbrances.
(f) The Company will pay all transfer fees and expenses.
(g) The Common Shares when issued and delivered will be duly and
validly authorized and issued fully-paid and nonassessable and will
not subject the holders thereof to personal liability by reason of
being such holders. There are no preemptive rights of any
shareholder of the Company.
(h) The Company hereby agrees to indemnity and hold harmless the
Investor from and against any liability, damage, cost or expense
incurred as a result of breach by the Company of any representation,
warranty or covenant of the Company hereunder.
12. Signatures. The Investor declares under penalty of perjury that
the statements, representations and warranties contained herein and
in the following Investor Acknowledgments are true, correct and
complete and that this Securities Purchase Agreement was executed as
of December 30, 1999.
INVESTOR: ($_________ for __________ shares @ $________ per share; and
warrants to purchase ________ shares @ $_______ per share,
exercisable for five years.)
BONANZA PARTNERS, LTD. Tax I.D. # _____________
By: ___________________________
AGREED AND ACCEPTED:
UNIVIEW TECHNOLOGIES CORPORATION
By:__________________________________
Patrick A. Custer, President and CEO
APPENDIX "A"
INVESTOR ACKNOWLEDGMENTS
In order to induce uniView Technologies Corporation (the "Company")
to accept the foregoing Securities Purchase Agreement between the parties
dated as of an even date herewith, the Investor expressly acknowledges
the following by placing his or her initials (or, if the Investor is a
person other than an individual, the initials of an individual duly
empowered to act for the Investor) in each of the spaces provided below:
THE INVESTOR HAS RECEIVED, HAS CAREFULLY REVIEWED INFORMATION ON THE
COMPANY AND HAS MADE AN INDEPENDENT INVESTIGATION AND ANALYSIS OF THE
INVESTMENT.
<PAGE>
THE INVESTOR HAS CAREFULLY READ THE FOREGOING SECURITIES PURCHASE
AGREEMENT AND IN PARTICULAR, HAS CAREFULLY READ AND UNDERSTANDS THE
INVESTOR'S REPRESENTATIONS AND WARRANTIES MADE THEREIN AND CONFIRMS THAT
ALL SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE AND CORRECT.
THE INVESTOR QUALIFIES UNDER THE FOLLOWING CATEGORY OR CATEGORIES OF
DEFINITIONS OF "ACCREDITED INVESTOR" (INDICATE EACH APPLICABLE CATEGORY):
Category I. _____ The undersigned is an individual (not a
partnership, corporation, trust, etc.) whose net worth with the
undersigned's spouse presently exceeds $1 million. In calculating
net worth the undersigned may include equity in personal property
and real estate, estate, including the undersigned's principal
residence, cash, short-term investments, stocks, bonds, and
securities. Equity in personal property and real estate should be
based upon the fair market value of the property less any debt
secured by the property.
Category II. _____ The undersigned is an individual (not a
partnership, corporation, trust, etc.) who reasonably expects an
individual income in excess of $200,000 (or $300,000 with the
undersigned's spouse) in the current year and had an individual
income in excess of $200,000 (or $300,000 with the undersigned's
spouse) in each of the last two years. Income includes foreign
income, tax exempt income, and the full amount of any capital gains
and losses. Individual income does not include any income of the
undersigned's spouse or other family members; it also does not
include any unrealized capital appreciation.
Category III. _____ The undersigned is a bank, insurance
company, registered investment company, registered business
development company, license small business investment company, or
employee benefit plan within the meaning of Title I of ERISA whose
plan fiduciary is either a bank, insurance company or registered
investment advisor, or whose total assets exceed $5 million.
_________________
(Describe entity)
Category IV. _____ The undersigned is a private business
development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940, as amended.
_________________
(Describe entity)
Category V. _____ The undersigned is a non-profit organization
within the meaning of Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended, with total assets in excess of $5 million.
_________________
(Describe entity)
Category VI. _____ The undersigned is a trustee of a trust that
is revocable by the grantor at any time (including an individual
retirement account) and the grantor qualifies under either Category
I or Category II above. A copy of the trust agreement or
declaration of trust and a representation as to the net worth and
income of the grantor is enclosed with this Investor Acknowledgment.
<PAGE>
Category VII. _____ The undersigned is an entity of which all
of the equity owners are "accredited investors" within one or more
of the categories. If this category is the only category checked,
each of the equity owners of the entity must complete a separate
copy of this Investor Acknowledgment.
_________________
(Describe entity)
IN WITNESS WHEREOF, the Investor has executed and delivered this
Investor Acknowledgment as of December 30, 1999.
Official Signatory of Investor:
BONANZA PARTNERS, LTD.
By: ___________________________
<PAGE>
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
Date: December 30, 1999 Warrant No. 1999-_________
UNIVIEW TECHNOLOGIES CORPORATION
STOCK PURCHASE WARRANT
This Warrant is issued for good and valuable consideration, receipt
of which is hereby acknowledged, to Bonanza Partners, Ltd. (the "Holder")
by uniView Technologies Corporation, a Texas corporation (the "Company").
1. Purchase of Shares. Subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of this
Warrant at the principal office of the Company (or at such other place as
the Company shall notify the Holder hereof in writing), to purchase from
the Company ________________ shares of par value $.10 Common Stock of the
Company (the "Shares"), as adjusted pursuant to the provisions of this
Warrant.
2. Exercise Price. The exercise price for the Shares shall be
_______________ per share. Such price shall be subject to adjustment
pursuant to Section 8 hereof (such price, as adjusted from time to time,
is herein referred to as the "Exercise Price").
3. Exercise Period. This Warrant is exercisable at any time and
from time to time and, except as provided below, shall remain so
exercisable for five (5) years from the date hereof. This Warrant shall
immediately terminate upon (a) the sale of all or substantially all the
assets of the Company or (b) the merger of the Company into or
consolidation with any other entity in which at least 50% of the voting
power of the Company is transferred. In the event of a transaction of
the kind described above, the Company shall notify the Holder at least
twenty (20) days prior to the consummation of such event or transaction.
4. Restricted Stock; Registration. The shares of Common Stock of
the Company purchased upon exercise of this Warrant ("Restricted Stock")
or purchasable upon exercise of this Warrant ("Underlying Stock") shall
not be transferable except upon the conditions stated below, which are
intended to insure compliance with federal and state securities laws.
The certificates representing these shares of stock, unless the same are
registered prior to exercise of this Warrant, shall be stamped or
otherwise imprinted with a legend in substantially the following form:
<PAGE>
"The securities represented by this Certificate have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any state. The securities have been
acquired for investment and may not be sold, offered for sale
or transferred in the absence of an effective registration
under the Securities Act of 1933, as amended, and any
applicable state securities laws or an opinion of counsel
satisfactory in form and substance to counsel for the Company
that the transaction shall not result in a violation of state
or federal securities laws."
5. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise,
in whole or in part, the purchase rights evidenced hereby. Such exercise
shall be effected by: (i) the surrender of the Warrant, together with a
duly executed copy of the form of exercise attached hereto, to the
Secretary of the Company at its principal offices; and (ii) the payment
to the Company of an amount equal to the aggregate Exercise Price for the
number of Shares being purchased.
6. Certificates for Shares. Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number
of Shares so purchased shall be issued as soon as practicable thereafter,
and in any event within 30 days of the delivery of the subscription
notice.
7. Reservation of Shares. The Company covenants that it will at
all times, keep available such number of authorized shares of its Common
Stock, free from all preemptive rights with respect thereto, which will
be sufficient to permit the exercise of this Warrant for the full number
of Shares specified herein, upon exercise of this Warrant. The Company
further covenants that such Shares, when issued pursuant to the exercise
of this Warrant, will be duly and validly issued, fully paid and non-
assessable and free from all taxes, liens and charges with respect to the
issuance thereof.
8. Adjustment of Exercise Price and Number of Shares. The number
of and kind of securities purchasable upon exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time as
follows:
(a) Subdivisions and Combinations. If the Company shall at
any time prior to the expiration of this Warrant subdivide its Common
Stock by split-up or otherwise, or combine its Common Stock, the number
of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision, or
proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the purchase price payable per share,
but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same. Any
adjustment under this Section 7(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective.
(b) Notice of Adjustment. When any adjustment is required to
be made in the number or kind of shares purchasable upon exercise of the
Warrant, or in the Warrant Price, the Company shall promptly notify the
Holder of such event and of the number of shares of Common Stock or other
securities or property thereafter purchasable upon exercise of the
Warrant.
<PAGE>
9. No Fractional Shares. No fractional shares shall be issued
upon the exercise of this Warrant, and the number of shares of stock
issued upon exercise of this Warrant shall be rounded to the nearest
whole share.
10. No Stockholder Rights. Prior to the exercise of this Warrant,
the Holder shall not be entitled to any rights of a shareholder with
respect to the Shares, including (without limitation) the right to vote
such Shares, receive dividends or other distributions thereon, exercise
preemptive rights or be notified of shareholder meetings, and such Holder
shall not be entitled to any notice or other communication concerning the
business or affairs of the Company.
11. Exchange of Warrant. Subject to any restriction upon transfer
set forth in this Warrant, each Warrant may be exchanged for another
Warrant or Warrants of like tenor and representing in the aggregate a
like number of Warrants. Any Holder desiring to exchange a Warrant or
Warrants shall make such request in writing delivered to the Company, and
shall surrender, properly endorsed, the Warrant or Warrants to be so
exchanged.
12. Mutilated or Missing Warrants. In case any Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall issue and deliver
in exchange and substitution for and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of such
Warrant and indemnity or bond, if requested, also reasonably satisfactory
to the Company. An applicant for such substitute Warrant shall also
comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.
13. Payment of Taxes. The Company will pay all taxes (other than
any income taxes or other similar taxes), if any, attributable to the
initial issuance of the Warrant and the issuance of the Shares upon the
exercise of the Warrant, provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of the
issuance or delivery of any Warrant, or the transfer thereof, and no such
issuance, delivery or transfer shall be made unless and until the person
requesting such issuance or transfer has paid to the Company the amount
of any such tax, or has established, to the satisfaction of the Company,
that no such tax is payable or such tax has been paid.
14. Warrant Register. The Warrants shall be numbered and shall be
registered on the books of the Company (the "Warrant Register") as they
are issued. The Company shall be entitled to treat the registered holder
of any Warrant on the Warrant Register as the owner in fact thereof for
all purposes and shall not be bound to recognize any equitable or other
claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration or transfer of Warrants which
are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with knowledge of such facts that its
participation therein amounts to bad faith.
<PAGE>
15. Transfer of Warrants. The Warrants shall be transferable on
the Warrant Register only upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, the original power of
attorney, duly approved, or an official copy thereof, duly certified
shall be deposited with the Company. In case of transfer by executors,
administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be
required to be deposited with the Company in its discretion. Upon any
registration of transfer, the Company shall deliver a new Warrant or
Warrants to the Person entitled thereto. Notwithstanding the foregoing,
the Company shall have no obligation to cause Warrants to be transferred
on its books to any Person, unless the Holder of such Warrants shall
furnish to the Company evidence of compliance with the Securities Act of
1933, as amended, and applicable state blue sky laws.
16. Successors and Assigns. The terms and provisions of this
Warrant shall inure to the benefit of, and be binding upon, the Company
and the holders hereof and their respective successors and assigns.
17. Amendments and Waivers. This Warrant may be amended, modified,
superseded or cancelled, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, only by a
written instrument signed by the parties to be bound thereby. Any waiver
or amendment effected in accordance with this Section shall be binding
upon each holder of any Shares purchased under this Warrant at the time
outstanding (including securities into which such Shares have been
converted), each future holder of all such Shares, and the Company.
18. Governing Law. This Warrant and the validity and
enforceability hereof shall be governed by and construed and interpreted
in accordance with the laws of the State of Texas without giving effect
to conflict of laws rules or choice of laws rules thereof.
IN WITNESS WHEREOF, the undersigned hereby executes this Stock
Purchase Warrant as of the date first written above.
UNIVIEW TECHNOLOGIES CORPORATION
By:
Patrick A. Custer, President
NOTICE OF EXERCISE
To: uniView Technologies Corporation (the "Company")
(1) The undersigned ("Holder") hereby elects to exercise its rights
to purchase __________________________ shares of the Common Stock of the
Company (the "Securities") pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price in full, together with
all applicable transfer taxes, if any.
(2) Please issue a certificate or certificates representing the
Securities in the name of the undersigned Holder:
_______________________________
(Name)
_______________________________
(Address)
<PAGE>
(3) With respect to the Securities being purchased hereunder, the
Holder makes, as of the date hereof, all of the representations and
warranties set forth below:
(a) Holder is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the
Securities. Holder is purchasing these Securities for its own account
for investment purposes only and not with a view to, or for the resale in
connection with, any "distribution" thereof for purposes of the
Securities Act of 1933, as amended ("Securities Act").
(b) Holder understands that the Securities have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona
fide nature of its investment intent as expressed herein. In this
connection, Holder understands that, in the view of the Securities and
Exchange Commission ("SEC"), the statutory basis for such exemption may
be unavailable if its representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a
period of one year or any other fixed period in the future.
(c) Holder further understands that the Securities must be
held indefinitely unless subsequently registered under the Securities Act
or unless an exemption from registration is otherwise available. In
addition, Holder understands that the instruments or certificates
evidencing the Securities will be imprinted with a legend which prohibits
the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.
(d) Holder is aware of the provisions of Rule 144, promulgated
under the Securities Act, which in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions, including,
among other things: the availability of certain public information about
the Company; the resale occurring not less than one year after the party
has purchased and paid for the securities to be sold; the sale being made
through a broker in an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under
the Securities Exchange Act of 1934, as amended) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein.
(e) Holder further understands that at the time Holder wishes
to sell the Securities there may be no public market upon which to make
such a sale, and that, even if such a public market then exists the
Company may not be satisfying the current public information requirements
of Rule 144, and that, in such event, Holder could be precluded from
selling the Securities under Rule 144 even if the one-year minimum
holding period had been satisfied.
<PAGE>
(f) Holder further understands that in the event all of the
requirements of Rule 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rule
144 is not exclusive, the Staff of the SEC has expressed its opinion that
persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons
and their respective brokers who participate in such transactions do so
at their own risk.
__________________________ ______________________________
(Date) (Signature and Title)
______________________________
(Name printed)
<PAGE>
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
Date: October 29, 1999 Warrant No. ______________
UNIVIEW TECHNOLOGIES CORPORATION
STOCK PURCHASE WARRANT
This Warrant is issued for good and valuable consideration, receipt
of which is hereby acknowledged, to ________________ (the "Holder") by
uniView Technologies Corporation, a Texas corporation (the "Company").
1. Purchase of Shares. Subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of this
Warrant at the principal office of the Company (or at such other place as
the Company shall notify the Holder hereof in writing), to purchase from
the Company _____________ Thousand (_______,000) shares of par value $.10
Common Stock of the Company (the "Shares"), as adjusted pursuant to the
provisions of this Warrant.
2. Exercise Price. The exercise price for the Shares shall be
Three and NO/100 Dollars ($3.00) per share. Such price shall be subject
to adjustment pursuant to Section 8 hereof (such price, as adjusted from
time to time, is herein referred to as the "Exercise Price").
3. Exercise Period. This Warrant is exercisable at any time and
from time to time and, except as provided below, shall remain so
exercisable for three (3) years from the date hereof. This Warrant shall
immediately terminate upon (a) the sale of all or substantially all the
assets of the Company or (b) the merger of the Company into or
consolidation with any other entity in which at least 50% of the voting
power of the Company is transferred. In the event of a transaction of
the kind described above, the Company shall notify the Holder at least
twenty (20) days prior to the consummation of such event or transaction.
4. Restricted Stock; Registration. The shares of Common Stock of
the Company purchased upon exercise of this Warrant ("Restricted Stock")
or purchasable upon exercise of this Warrant ("Underlying Stock") shall
not be transferable except upon the conditions stated below, which are
intended to insure compliance with federal and state securities laws.
The certificates representing these shares of stock, unless the same are
registered prior to exercise of this Warrant, shall be stamped or
otherwise imprinted with a legend in substantially the following form:
<PAGE>
"The securities represented by this Certificate have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any state. The securities have been
acquired for investment and may not be sold, offered for sale
or transferred in the absence of an effective registration
under the Securities Act of 1933, as amended, and any
applicable state securities laws or an opinion of counsel
satisfactory in form and substance to counsel for the Company
that the transaction shall not result in a violation of state
or federal securities laws."
5. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise,
in whole or in part, the purchase rights evidenced hereby. Such exercise
shall be effected by: (i) the surrender of the Warrant, together with a
duly executed copy of the form of exercise attached hereto, to the
Secretary of the Company at its principal offices; and (ii) the payment
to the Company of an amount equal to the aggregate Exercise Price for the
number of Shares being purchased.
6. Certificates for Shares. Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number
of Shares so purchased shall be issued as soon as practicable thereafter,
and in any event within 30 days of the delivery of the subscription
notice.
7. Reservation of Shares. The Company covenants that it will at
all times, keep available such number of authorized shares of its Common
Stock, free from all preemptive rights with respect thereto, which will
be sufficient to permit the exercise of this Warrant for the full number
of Shares specified herein, upon exercise of this Warrant. The Company
further covenants that such Shares, when issued pursuant to the exercise
of this Warrant, will be duly and validly issued, fully paid and non-
assessable and free from all taxes, liens and charges with respect to the
issuance thereof.
8. Adjustment of Exercise Price and Number of Shares. The number
of and kind of securities purchasable upon exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time as
follows:
(a) Subdivisions and Combinations. If the Company shall at
any time prior to the expiration of this Warrant subdivide its Common
Stock by split-up or otherwise, or combine its Common Stock, the number
of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision, or
proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the purchase price payable per share,
but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same. Any
adjustment under this Section 7(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective.
(b) Notice of Adjustment. When any adjustment is required to
be made in the number or kind of shares purchasable upon exercise of the
Warrant, or in the Warrant Price, the Company shall promptly notify the
Holder of such event and of the number of shares of Common Stock or other
securities or property thereafter purchasable upon exercise of the
Warrant.
<PAGE>
9. No Fractional Shares. No fractional shares shall be issued
upon the exercise of this Warrant, and the number of shares of stock
issued upon exercise of this Warrant shall be rounded to the nearest
whole share.
10. No Stockholder Rights. Prior to the exercise of this Warrant,
the Holder shall not be entitled to any rights of a shareholder with
respect to the Shares, including (without limitation) the right to vote
such Shares, receive dividends or other distributions thereon, exercise
preemptive rights or be notified of shareholder meetings, and such Holder
shall not be entitled to any notice or other communication concerning the
business or affairs of the Company.
11. Exchange of Warrant. Subject to any restriction upon transfer
set forth in this Warrant, each Warrant may be exchanged for another
Warrant or Warrants of like tenor and representing in the aggregate a
like number of Warrants. Any Holder desiring to exchange a Warrant or
Warrants shall make such request in writing delivered to the Company, and
shall surrender, properly endorsed, the Warrant or Warrants to be so
exchanged.
12. Mutilated or Missing Warrants. In case any Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall issue and deliver
in exchange and substitution for and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of such
Warrant and indemnity or bond, if requested, also reasonably satisfactory
to the Company. An applicant for such substitute Warrant shall also
comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.
13. Payment of Taxes. The Company will pay all taxes (other than
any income taxes or other similar taxes), if any, attributable to the
initial issuance of the Warrant and the issuance of the Shares upon the
exercise of the Warrant, provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of the
issuance or delivery of any Warrant, or the transfer thereof, and no such
issuance, delivery or transfer shall be made unless and until the person
requesting such issuance or transfer has paid to the Company the amount
of any such tax, or has established, to the satisfaction of the Company,
that no such tax is payable or such tax has been paid.
14. Warrant Register. The Warrants shall be numbered and shall be
registered on the books of the Company (the "Warrant Register") as they
are issued. The Company shall be entitled to treat the registered holder
of any Warrant on the Warrant Register as the owner in fact thereof for
all purposes and shall not be bound to recognize any equitable or other
claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration or transfer of Warrants which
are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with knowledge of such facts that its
participation therein amounts to bad faith.
<PAGE>
15. Transfer of Warrants. The Warrants shall be transferable on
the Warrant Register only upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, the original power of
attorney, duly approved, or an official copy thereof, duly certified
shall be deposited with the Company. In case of transfer by executors,
administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be
required to be deposited with the Company in its discretion. Upon any
registration of transfer, the Company shall deliver a new Warrant or
Warrants to the Person entitled thereto. Notwithstanding the foregoing,
the Company shall have no obligation to cause Warrants to be transferred
on its books to any Person, unless the Holder of such Warrants shall
furnish to the Company evidence of compliance with the Securities Act of
1933, as amended, and applicable state blue sky laws.
16. Successors and Assigns. The terms and provisions of this
Warrant shall inure to the benefit of, and be binding upon, the Company
and the holders hereof and their respective successors and assigns.
17. Amendments and Waivers. This Warrant may be amended, modified,
superseded or cancelled, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, only by a
written instrument signed by the parties to be bound thereby. Any waiver
or amendment effected in accordance with this Section shall be binding
upon each holder of any Shares purchased under this Warrant at the time
outstanding (including securities into which such Shares have been
converted), each future holder of all such Shares, and the Company.
18. Governing Law. This Warrant and the validity and
enforceability hereof shall be governed by and construed and interpreted
in accordance with the laws of the State of Texas without giving effect
to conflict of laws rules or choice of laws rules thereof.
IN WITNESS WHEREOF, the undersigned hereby executes this Stock
Purchase Warrant as of the date first written above.
UNIVIEW TECHNOLOGIES CORPORATION
By:
Patrick A. Custer, President
NOTICE OF EXERCISE
To: uniView Technologies Corporation (the "Company")
(1) The undersigned ("Holder") hereby elects to exercise its rights
to purchase __________________________ shares of the Common Stock of the
Company (the "Securities") pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price in full, together with
all applicable transfer taxes, if any.
(2) Please issue a certificate or certificates representing the
Securities in the name of the undersigned Holder:
_______________________________
(Name)
_______________________________
(Address)
<PAGE>
(3) With respect to the Securities being purchased hereunder, the
Holder makes, as of the date hereof, all of the representations and
warranties set forth below:
(a) Holder is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the
Securities. Holder is purchasing these Securities for its own account
for investment purposes only and not with a view to, or for the resale in
connection with, any "distribution" thereof for purposes of the
Securities Act of 1933, as amended ("Securities Act").
(b) Holder understands that the Securities have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona
fide nature of its investment intent as expressed herein. In this
connection, Holder understands that, in the view of the Securities and
Exchange Commission ("SEC"), the statutory basis for such exemption may
be unavailable if its representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a
period of one year or any other fixed period in the future.
(c) Holder further understands that the Securities must be
held indefinitely unless subsequently registered under the Securities Act
or unless an exemption from registration is otherwise available. In
addition, Holder understands that the instruments or certificates
evidencing the Securities will be imprinted with a legend which prohibits
the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.
(d) Holder is aware of the provisions of Rule 144, promulgated
under the Securities Act, which in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions, including,
among other things: the availability of certain public information about
the Company; the resale occurring not less than one year after the party
has purchased and paid for the securities to be sold; the sale being made
through a broker in an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under
the Securities Exchange Act of 1934, as amended) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein.
(e) Holder further understands that at the time Holder wishes
to sell the Securities there may be no public market upon which to make
such a sale, and that, even if such a public market then exists the
Company may not be satisfying the current public information requirements
of Rule 144, and that, in such event, Holder could be precluded from
selling the Securities under Rule 144 even if the one-year minimum
holding period had been satisfied.
<PAGE>
(f) Holder further understands that in the event all of the
requirements of Rule 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rule
144 is not exclusive, the Staff of the SEC has expressed its opinion that
persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons
and their respective brokers who participate in such transactions do so
at their own risk.
__________________________ ______________________________
(Date) (Signature and Title)
______________________________
(Name printed)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR FISCAL QUARTER ENDED
DECEMBER 31, 1999.
</LEGEND>
<S> <C>
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<PERIOD-TYPE> 6-MOS
<CASH> 839,885
<SECURITIES> 0
<RECEIVABLES> 2,642,576
<ALLOWANCES> 0
<INVENTORY> 604,479
<CURRENT-ASSETS> 3,307,190
<PP&E> 2,110,847
<DEPRECIATION> 768,740
<TOTAL-ASSETS> 13,013,927
<CURRENT-LIABILITIES> 2,606,132
<BONDS> 0
0
30,722
<COMMON> 1,967,960
<OTHER-SE> 6,115,948
<TOTAL-LIABILITY-AND-EQUITY> 13,013,927
<SALES> 4,215,858
<TOTAL-REVENUES> 4,941,248
<CGS> 3,114,981
<TOTAL-COSTS> 3,530,991
<OTHER-EXPENSES> 6,758,811
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 181,415
<INCOME-PRETAX> (5,529,969)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,529,969)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,529,969)
<EPS-BASIC> (0.31)
<EPS-DILUTED> (0.31)
</TABLE>
