As filed with the Securities and Exchange Commission on May 19, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIVIEW TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Texas 541512 75-1975147
(State or other (Primary North American Industry (I.R.S. Employer
other jurisdiction of Classification System Number) Identification No.)
incorporation or
organization)
17300 North Dallas Parkway, Suite 2050, Dallas, Texas 75248
(972) 233-0900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Billy J. Robinson
Vice President, Secretary and General Counsel
uniView Technologies Corporation
17300 North Dallas Parkway, Suite 2050, Dallas, Texas 75248
(972) 233-0900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the registration statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.[ ]
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CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Proposed
Class of To Be Maximum Maximum Amount of
Securities to Registered(1) Offering Price Aggregate Registration
be Registered Per Unit (2) Offering Price(2) Fee
Common Stock, 705,556 $2.50 $1,763,890 $465.67
$.10 par value
(1) Includes 555,556 shares of Common Stock and up to 150,000
shares of Common Stock issuable upon the exercise of warrants.
(2) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(c), the offering price and
registration fee are calculated upon the basis of the average of the high
and low trading prices of the Common Stock as reported by the Nasdaq
Stock Market on May 18, 2000.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until this Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
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PROSPECTUS
UNIVIEW TECHNOLOGIES CORPORATION
17300 North Dallas Parkway, Suite 2050
Dallas, Texas 75248
(972) 233-0900
Nasdaq Stock Market - UVEW
Securities offered by selling security holders:
555,556 shares of common stock, par value $.10 ("Common Stock"); and
150,000 shares of Common Stock issuable upon exercise of warrants.
Selling security holders will offer the Securities to the public at
a price related to the market price at the time of each sale. On May 18,
2000 the average of the high and low trading prices of the Common Stock
as reported by the Nasdaq Stock Market was $2.50 per share. The Company
will receive no proceeds from sales by the selling security holders. The
Company will only receive proceeds in the future if and when any of the
selling security holders exercise their warrants. The selling security
holders will receive net proceeds at the time of each sale based on the
sale price less brokers' commissions.
-----------------------------------
This investment involves a high degree of risk. You should purchase
shares only if you can afford a complete loss. See "Risk Factors"
beginning on page 2.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
_________________, 2000
<PAGE>
ABOUT THE COMPANY
Dallas based uniView Technologies Corporation has aggregated a
unique architecture of key companies offering competencies and expertise
in video on demand ("VOD"), set top box solutions ("STB"), 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 to private and Fortune 1,000
companies, focusing on multi-level marketing, hospitality, utilities,
banking, and telecommunications industries. uniView's four companies
include Advanced Systems Group, Network America, uniView Softgen and
Products Group. More information about us can be found at our website,
www.uniView.com.
FORWARD LOOKING STATEMENTS
When used in this Prospectus, the words "plans," "expects,"
"anticipates," "estimates," "believes" and similar expressions are
intended to identify forward-looking statements. Such statements,
including statements contained in the following "Risk Factors" section,
are subject to risks and uncertainties that could cause actual results to
differ materially from those discussed. These forward-looking statements
speak only as of the date of this Prospectus. We expressly disclaim any
obligation or undertaking to release publicly any updates or change in
our expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement may be based.
RISK FACTORS
You should consider the following factors, together with the other
information in this Prospectus, in evaluating an investment in the
Company.
RISKS RELATED TO COMPANY OPERATIONS
Limited Operating History; Absence of Profitable Operations in Recent
Periods
We have reported a net loss in each of our last five fiscal years
from a combination of various operating segments. In 1993, we purchased
Curtis Mathes Corporation ("CMC"), which specialized in manufacturing and
marketing consumer electronics products related to the home entertainment
industry. In 1996 we phased out CMC's operations and inventory. In 1997
we developed our uniViewr set top box technologies for the convergence of
the Internet and television. In 1998 and 1999 we acquired other computer-
related companies, consolidated operations and moved to a different
business model focused on licensing our technologies and providing
computer-related consulting services. As you can see, our corporate
character and direction has changed in the recent past and we have a
limited operating history in our present form under our current business
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model. We believe that we are positioned to be at the forefront of the
interactive broadband services industry, but we make no assurance that
the expected demand for our technologies and services under our current
business model will materialize or increase at the expected rate.
Limited Cash Flow; Additional Financing Required
In recent years, we have not achieved a positive cash flow from
operations. We continue to rely on sales of common and preferred stock
and available credit arrangements to supplement our ongoing financial
needs. Until we become self-supporting, we will have to utilize
additional equity or debt financing. We continually evaluate
opportunities with various investors to raise additional capital. We
have in the past raised all of the financing necessary to fund ongoing
operations. We make no assurance that such resources will continue to be
available to us or that they will be available upon favorable terms. A
lack of sufficient financial resources to fund operations until our
business plan begins to produce the expected returns could have a
material adverse effect on our business, operating results and financial
condition.
Dependence on Key Personnel
Our success depends to a significant extent on the performance and
continued service of our senior management and certain key employees.
Competition for highly skilled employees with technical, management,
marketing, sales, product development and other specialized training is
intense, and there can be no assurance that we will be successful in
attracting and retaining such personnel. Specifically, we may experience
increased costs in order to attract and retain skilled employees. In
addition, employees may leave or compete against us. Our failure to
attract additional qualified employees or to retain the services of key
personnel could materially adversely affect our business, operating
results and financial condition.
RISKS RELATED TO THE COMPANY'S COMMON STOCK
Additional Shares for Sale
The shares being registered under this Prospectus may be sold after
registration in the public market. The shares are expected to have no
underwriters and will therefore not be subject to underwriter price
stabilization transactions. The possibility that a substantial number of
our securities may, in the near future, be sold in the public market
could adversely affect prevailing market prices for the Common Stock. A
depressed stock price could further impair our ability to raise
additional capital through the sale of equity securities. Such
impairment of our ability to raise necessary financing for ongoing
operations could have a material adverse effect on our business,
operating results and financial condition. See "Risk Factors -- Limited
Cash Flow; Additional Financing Required," on page 3.
Risks Related to Under-Priced Stocks
The Common Stock is currently listed on the Nasdaq SmallCap Market
("Nasdaq"). In order to continue to be listed on Nasdaq we must
maintain, among other things, a minimum bid price of $1.00 per share and
net tangible assets of $2 million.
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If we fall out of compliance with the Nasdaq listing requirements,
our securities may be delisted from Nasdaq. Any trading of our
securities after that would have to be conducted in the over-the-counter
market. If that happens, an investor could find it more difficult to
sell our securities or to obtain accurate market quotations. Also, if
the securities are delisted and the trading price remains below $5.00 per
share, trading would be subject to certain other rules of the Exchange
Act. Such rules require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a "penny stock."
"Penny stock" is defined as any non-Nasdaq equity security that has a
market price of less than $5.00 per share, subject to certain exceptions.
Such rules require the delivery of a disclosure schedule explaining the
penny stock market and the risks associated with that market before
entering into any penny stock transaction. The rules also impose various
sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors. For
these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale. The
additional burdens imposed upon broker-dealers by such requirements could
discourage broker-dealers from effecting transactions in the securities.
This could severely limit the market liquidity of the securities and the
ability to sell the securities in the secondary market.
Potential Dilution of Shareholders' Ownership Interests
As of May 18, 2000 we had issued (1) 21,646,051 shares of Common
Stock; (2) warrants and vested employee stock options that could be
exercised into 4,224,110 shares of Common Stock; and (3) convertible
securities that could be converted into approximately 7,644,333 shares of
Common Stock. If the holders of all outstanding warrants, options, and
convertible securities exchanged their holdings for Common Stock on that
date, there would be approximately 33,514,494 shares of Common Stock
outstanding. Such an event would dilute an existing shareholder's
ownership interest in the Company. (For example, an existing 10%
shareholder before such event would become a 6% shareholder after such
event. All other existing shareholders would experience similar
dilution). Such an event would increase our net tangible book value by
the amount of the proceeds we received for issuing Common Stock in
exchange for the warrants and options (approximately $10,796,990 or $0.32
per share increase). "Pro forma net tangible book value" represents the
amount of total tangible assets, less total liabilities, divided by the
number of shares of Common Stock outstanding after such event. See
"DESCRIPTION OF SECURITIES," on page 8.
Preferred Stock's Preference over Common Stock
Our Preferred Stock has preferences over the Common Stock in payment
of dividends and in distributions to shareholders upon our dissolution.
During ongoing operations, these preferences mean very little. However,
if it became necessary to dissolve the Company and if any assets remain
after payment of creditors, we would have to distribute them first to our
Preferred Shareholders to pay the face amount and all accrued dividends
on their Preferred Stock. After that we could make distributions to
Common Shareholders. If dissolution occurred at the May 18, 2000 levels
of Common and Preferred Stock, a Common Shareholder could receive a
distribution which is approximately $0.83 per share less than it would
otherwise receive if there were no shares of Preferred Stock outstanding.
See "DESCRIPTION OF SECURITIES: Preferred Stock," on page 8.
<PAGE>
RISKS RELATED TO OUR TECHNOLOGIES AND SERVICES
Changes in Technology and Industry Standards
We operate in a marketplace that changes rapidly. Changes in
industry standards, frequent innovations and changes in customer
preferences could render our technologies and services unmarketable if we
are slow to anticipate or adjust to these changes. We may have to
develop new technologies or modify our existing technologies and services
to keep pace with these changes. Pursuit of these technological advances
may require substantial expenditures, and we make no assurance that we
will succeed in adapting our technologies as rapidly or as successfully
as our competitors. Our competitors may have better financing and could
gain advantage by implementing new technologies and services more quickly
and at lower cost. Failure to adapt our technologies or to develop and
introduce new technologies and enhancements in a timely fashion could
have a material adverse effect on our business, operating results and
financial condition.
Dependence on the Internet
We expect to derive a significant portion of our future income from
our Internet-related technologies. Our future success will depend to a
great extent upon the continued growth in the use of the Internet by
consumers and the increased use of the Internet for commercial purposes.
If the expected rate of growth in the use of the Internet does not occur,
or if it occurs at a slower pace than expected, our business, operating
results and financial condition could be materially adversely affected.
RISKS RELATED TO THE INDUSTRY
Highly Competitive Industry
We operate in an industry that is intensely and increasingly
competitive. It includes a large number of Internet-related companies
and computer consulting companies. A number of companies have announced
Internet-television convergence technologies similar to ours. Oracle has
promoted a low-cost Internet access technology in the form of a "network
computer" device. Sony and Phillips market an Internet-television
convergence device from WebTV Networks. Video game devices such as the
Sega Saturn, the Sony Playstation and the Nintendo 64 also provide
Internet access. Television manufacturers have announced plans to
introduce Internet access into their products or through set-top boxes,
using technologies supplied by others. Personal computer manufacturers,
such as Gateway 2000, are introducing products that offer full-fledged
television viewing combined with Internet access. Operators of cable
television systems also plan to offer Internet access in conjunction with
cable service. We also compete with various national and local Internet
service and content providers such as America Online, the Microsoft
Network, AT&T Corp., and MCI Communications Corporation.
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Competition occurs principally in the areas of style, quality,
functionality, service, design, product features and price. Our
competitors may develop Internet access products and services that are
superior to ours. They may be priced competitively with ours. They may
achieve greater market acceptance than ours. Many of our competitors may
have greater financial, technical, marketing and/or personnel resources
than we do. This competitive environment could (1) limit the number of
customers that are willing to utilize our technologies and services, (2)
require price reductions and increased spending on technology
development, marketing, network capacity, and content procurement, and
(3) limit our ability to develop new technologies and services. Any of
the foregoing events could have a material adverse effect on our
business, financial condition and operating results.
In addition, some of our competitors may be acquired by, receive
investments from or enter into other commercial relationships with
larger, well-established and well-funded companies. We make no assurance
that we will have the resources required to continue to respond
effectively to these competitive pressures. See "Risk Factors -- Limited
Cash Flow; Additional Financing Required," on page 3.
Government Regulation; Legal Uncertainties; International Business Risks
The Federal Communications Commission ("FCC") provides mandatory
guidelines for the electronic emissions of licensed products containing
our technologies. Several federal and state government agencies,
legislative bodies and courts, including the FCC, the Federal Trade
Commission and the Internal Revenue Service further impact our
technologies and services. A number of legislative and regulatory
proposals from various international bodies and foreign and domestic
governments in the areas of telecommunication regulation, access charges,
encryption standards, content regulation, consumer protection,
intellectual property, privacy, electronic commerce, and taxation, among
others, are currently under consideration. We cannot predict whether
such proposals will be adopted or whether they would be favorable or
unfavorable to the industry.
There are certain other significant risks inherent in doing business
on an international level, for example: (1) unexpected changes in
regulatory requirements, (2) uncertain political risks, (3) export
restrictions, (4) export controls relating to encryption technology such
as that utilized by the uniView technologies, (5) tariffs and other trade
barriers, (6) fluctuations in currency exchange rates, and (7)
potentially adverse tax consequences. Any one or all of the foregoing
could adversely impact our future planned international operations.
Limited Protection of Intellectual Property and Proprietary Rights; Risk
of Litigation
We regard our Internet-television convergence technologies
containing software-related components as proprietary. We rely primarily
on a combination of trademark, copyright and trade secret laws,
nondisclosure agreements, and other methods to protect these proprietary
rights. As the number of Internet-television convergence technologies in
the industry increases and the functionality of these technologies
overlap, infringement claims may also increase. Third parties may assert
infringement claims against us in the future with respect to current or
future technologies. As is common in the industry, from time to time we
receive notices from third parties claiming infringement of intellectual
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property rights. We investigate these claims and respond as we deem
appropriate. Policing unauthorized use of our technologies is also
difficult and can be expected to be a recurring problem. We expect to
enter into transactions in countries where intellectual property laws may
not be well developed or are poorly enforced. Any claim or litigation,
with or without merit, could be costly and could result in a diversion of
our attention, which could have a material adverse effect on our
business, operating results and financial condition.
USE OF PROCEEDS
The Company will receive proceeds only when any of the selling
security holders exercise their warrants. If that occurs, any proceeds
received by the Company will be used for general corporate purposes
including operating and working capital requirements. Various uses of
the proceeds may include additional advertising, promotion, and further
development of our technologies.
SELLING SECURITY HOLDERS
The following table sets forth the total number of shares that were
beneficially owned by the selling security holders before the offering.
All of such shares are being offered for the account of the selling
security holders and after the offering the selling security holders will
each own no Common Stock of the Company. The table assumes that the
number of shares to be offered and sold constitute all of the shares of
Common Stock beneficially owned by the selling security holders.
Number of
Shares
Relationship to Number of Underlying
Selling Security Holder the Company Shares Warrants
SECURITIES ACQUIRED PURSUANT TO A SECURITIES PURCHASE AGREEMENT:
LBI Group, Inc. Private Investor 555,556 150,000
TOTAL 555,556 150,000
GRAND TOTAL 705,556
PLAN OF DISTRIBUTION
The Shares being registered hereunder may be sold from time to
time by any of the selling security holders, or by pledgees, donees,
transferees or other successors in interest, or by additional selling
stockholders. The Shares may be disposed of from time to time in one or
more transactions through any one or more of the following: (1) to
purchasers directly, (2) in ordinary brokerage transactions and
transactions in which the broker solicits purchasers, (3) through
underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling
security holders or such successors in interest and/or from the
purchasers of the Shares for whom they may act as agent, (4) the pledge
of the Shares as security for any loan or obligation, including pledges
to brokers or dealers who may, from time to time, themselves effect
distributions of the Shares or interests therein, (5) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
own account pursuant to this Prospectus, (6) a cross or block trade in
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which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction and (7) an exchange distribution in accordance
with the rules of such exchange, including the NASDAQ SmallCap Market,
prices and at terms then prevailing or at prices related to the then
current market price, at negotiated prices and terms or otherwise. In
effecting sales, brokers or dealers may arrange for other brokers or
dealers to participate. The selling security holders or such successors
in interest, and any underwriters, brokers, dealers or agents that
participate in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the Securities, Act, and any profit
on the sale of the Shares by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents
may be deemed to be underwriting commissions or discounts under the
Securities Act. In addition, any Shares held by the selling security
holders or such successors in interest that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to the Registration Statement of which this Prospectus is a
part.
The Company will pay all of the expenses incident to the offering
and sale of the Shares to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to
the selling security holders related thereto.
In the event of a material change in the plan of distribution
disclosed in this Prospectus, the selling security holders will not be
able to effect transactions in the Shares pursuant to this Prospectus
until such time as a post-effective amendment to the Registration
Statement is filed with, and declared effective by, the U.S. Securities
and Exchange Commission ("SEC.")
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized by its articles of incorporation, as
amended, to issue up to 80 million shares of Common Stock, $.10 par
value, of which we had issued 21,646,051 shares as of May 18, 2000.
Holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of the shareholders and do not have cumulative voting
rights in the election of directors. Accordingly, the holders of a
majority of the outstanding Common Stock can, if they so choose, elect
all directors. An affirmative vote of the holders of a majority of the
shares entitled to vote on, and that voted for or against or expressly
abstained with respect to, a particular matter, present in person or
represented by proxy, shall decide any question brought before such
meeting at which a quorum is present. A quorum consists of a majority of
the issued and outstanding shares of the Common Stock entitled to vote.
The articles of incorporation of the Company specify that a majority vote
of shareholders shall be determinative regardless of provisions requiring
more than a majority vote under the Texas Business Corporation Act.
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All of the shares issuable upon exercise of warrants will be fully
paid and nonassessable. Holders of the Common Stock have no preemptive
or other subscription rights, and shares of Common Stock have no
redemption, sinking fund, or conversion privileges. Holders of Common
Stock are entitled to receive dividends when, as and if declared by the
board of directors of the Company, out of funds legally available
therefor. In the event of liquidation or dissolution of the Company,
holders of Common Stock are entitled to share ratably in all assets
available for distribution to such shareholders.
Preferred Stock
The Company is authorized to issue up to 1,000,000 shares of
Preferred Stock, $1.00 par value, in one or more series, which, if
issued, would have certain preferences over the Common Stock. The
articles of incorporation of the Company vest the board of directors with
authority to establish and designate series of Preferred Stock and to fix
and determine the relative rights and preferences of any series so
established. As of May 18, 2000, outstanding Preferred Stock consisted
of:
(1) $30,000 face value of Series A Preferred Stock with an annual
dividend rate of 6%, and no right to convert into Common Stock.
(2) $50,000 face value of Series H Preferred Stock with an annual
dividend rate of 5% and the right to convert such Preferred Stock into
3,333 shares of Common Stock at a minimum conversion price of $15.00 per
share.
(3) $18 million face value of Series 1999-D1 Preferred Stock with a
5% annual dividend rate and the right to convert such Preferred Stock
into 4.5 million shares of Common Stock at a fixed conversion price of
$4.00 per share. Conversions are limited by the holdings of their
owners, as each owner may not hold more than 4.99% of the Company's
outstanding common stock at any one time without giving the Company
advance notice that it intends to waive this restriction.
None of the Preferred Stock has any voting rights. It has
preference over the Common Stock as to dividends, and no dividends can be
declared or paid on Common Stock unless all dividends on Preferred Stock
have been paid. Dividends on all Preferred Stock are cumulative. No
dividend may be paid on shares of any series of Preferred Stock unless
they are paid on all series. In the event of dissolution, liquidation or
winding up of the Company, the holders of each series of Preferred Stock
would be entitled to receive the face amount of the Preferred Stock plus
all accumulated and unpaid dividends. After such payment to the holders
of Preferred Stock, the remaining assets and funds of the Company could
be distributed pro rata among the holders of the Common Stock. Upon
notice from the board of directors to the holders, all or any part of any
series of outstanding Preferred Stock may be called for redemption and
redeemed.
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Warrants and Employee Stock Options
As of May 18, 2000, various investors held warrants and directors
and various employees held vested stock options which were exercisable
for a total of 4,224,110 shares of Common Stock. Other employees hold
approximately 367,000 stock options, which vest at various times over the
next three years. Exercise prices of all warrants and stock options
range from a high of $32.80 per share, to a low of $1.10 per share and
expiration dates range from October 2000 through May 2005.
Convertible Debentures
As of May 18, 2000, outstanding Convertible Debentures consisted of:
(1) $741,000 principal balance of a 1997 Convertible Note with an
annual percentage rate of 18% and the right to convert such note into
approximately 741,000 shares of Common Stock at a fixed conversion price
of $1.00 per share.
(2) $1.5 million principal balance of a 1999 Convertible
Debentures, with a 6% annual percentage rate and the right to convert
such debentures into a total of 2.4 million shares of Common Stock at a
fixed conversion price of $.625 per share.
The transfer agent and registrar for Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.
RECENT DEVELOPMENTS
Except as may be reflected in this Prospectus, there have been no
material changes in the Company's affairs since the filing of the
Company's reports which have been incorporated herein by reference.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this Prospectus information
from other documents we file with the SEC. This means that we can
disclose important information to you by referring to those other
documents. We are incorporating in this Prospectus the documents listed
below, except where the information contained in those documents is
different from the information contained in this Prospectus.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999, dated September 10, 1999 (the "1999 10-K Report").
(2) The Company's Quarterly Report (Amended) on Form 10-Q for the fiscal
quarter ended September 30, 1999, dated November 12, 1999 (the "September
1999 10-Q Report").
(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1999, dated February 18, 2000 (the "December 1999 10-Q
Report").
(4) The Company's Proxy Statement dated November 5, 1999 (the "Proxy
Statement").
(5) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000, dated May 12, 2000 (the "March 2000 10-Q Report").
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We are also incorporating in this Prospectus all future documents we
may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") prior to termination
of this offering, which will update and supersede the information you
read in this Prospectus. (If any proxy statement is incorporated by
reference herein, such incorporation shall not include any information
contained in such proxy statement which is not, pursuant to the SEC's
rules, deemed to be "filed" with the SEC or subject to the liabilities of
Section 18 of the Exchange Act).
We will provide at no cost to each person, including any beneficial
owner, to whom this Prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in this Prospectus
but not delivered with the Prospectus. You may make a written or oral
request for this information to: uniView Technologies Corporation, 17300
North Dallas Parkway, Suite 2050, Dallas, Texas 75248, Attention:
Investor Relations; telephone number (972) 233-0900.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any
Company filing at the SEC's Public Reference Room, 450 Fifth Street,
N.W., Washington, D.C. 20549. (You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-
0330). You may also obtain any Company filing electronically through the
EDGAR Database located at the SEC's Internet site (http://www.sec.gov).
You may view additional information about the Company at our Internet
site (http://www.uniView.com). (The information posted at our Internet
site is not incorporated into this Prospectus).
This Prospectus is part of a Registration Statement on Form S-3 that
we have filed with the SEC. The Registration Statement contains more
information than is included in this Prospectus. You may review the
complete registration statement in the manner set forth above.
LEGAL MATTERS
Certain legal matters in connection with the validity of the
securities offered hereby have been passed upon for the Company by Billy
J. Robinson. Mr. Robinson is an attorney who acts as counsel to the
Company. Mr. Robinson is also a director and owns 17,889 shares of
Common Stock and holds vested options to purchase another 430,000 shares
of Common Stock.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K as of June 30, 1999 and for the year then
ended have been audited by Grant Thornton LLP. The financial statements
as of June 30, 1998 and for each of the years ended in the two-year
period ended June 30, 1998 have been audited by King Griffin & Adamson
P.C. The reports by the foregoing independent certified public
accountants have been incorporated herein by reference and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the Company's Articles of
Incorporation or Bylaws, or otherwise, the Company has been informed that
in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable. If a
claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee $ 466
Transfer agent's fees 150
Costs of printing 150
Legal fees and expenses 500
Accounting fees and expenses 250
Blue sky fees and expenses 250
Miscellaneous expenses 500
-------
Total estimated fees $ 2,266
All amounts estimated except for Securities and Exchange Commission
registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02(16) and 2.02-1 of the Texas Business Corporation Act
empowers a corporation to indemnify its directors and officers or former
directors or officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers.
Article XIII of the Company's Articles of Incorporation, as amended,
provides that a director of the Company shall not be personally liable to
the Company or its shareholders for monetary damages for any act or
omission in his capacity as a director, except to the extent otherwise
expressly provided by a statute of the State of Texas. Article IX of the
Company's Bylaws provides for indemnification of officers and directors.
The Company has entered into Indemnity Agreements with all of its
officers, directors, and designated agents indemnifying them in
connection with services performed for the Company to the fullest extent
allowed by law.
<PAGE>
ITEM 16. EXHIBITS
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein
by reference.
Exhibit
Number Description of Exhibit
4.1 Articles of Incorporation of the Company, as amended, defining the
rights of security holders (filed as Exhibit "4.1" to the Company's
Registration Statement on Form S-3 originally filed with the Commission
on May 13, 1998 and incorporated herein by reference.)
4.2 Bylaws of the Company, as amended, defining the rights of security
holders (filed as Exhibit "3(ii)" to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1999 and incorporated herein by
reference.)
4.3 Form of Common Stock Certificate of the Company (filed as Exhibit
"4.2" to the Company's annual report on Form 10-K for the fiscal year
ended June 30, 1994 and incorporated herein by reference.)
4.4* Form of Securities Purchase Agreement for private placement to LBI
Group, Inc.
4.5* Form of warrant issued in connection with private placement to LBI
Group, Inc.
4.6* Form of Registration Rights Agreement between the Company and LBI
Group, Inc.
5* Opinion of Billy J. Robinson.
23.1* Consent of King Griffin & Adamson P.C.
23.2* Consent of Grant Thornton LLP.
23.3* Consent of Billy J. Robinson (included in his opinion filed as
Exhibit 5.)
24* Powers of Attorney (included on the Signature Page of the
Registration Statement.)
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes that: (1) For
purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on May
19, 2000.
UNIVIEW TECHNOLOGIES CORPORATION
By: /s/ PATRICK A. CUSTER
Patrick A. Custer
President and Chief Executive Officer
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Patrick A. Custer and
Billy J. Robinson, each of whom may act without joinder of the other, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign, execute and file with the
Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the
securities offered pursuant to this Registration Statement on Form S-3
under the Securities Act of 1933, including any amendment or amendments
relating thereto, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate, with all
exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done
in and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.
Principal Executive Officer
/s/ PATRICK A. CUSTER Chairman of the Board, May 19, 2000
Patrick A. Custer President, Chief Executive
Officer and Director
Principal Financial and Accounting Officer
/s/ DAVID M. THOMAS Vice President, May 19, 2000
David M. Thomas Chief Financial Officer
Additional Directors
/s/ BILLY J. ROBINSON Vice President, Secretary, May 19, 2000
Billy J. Robinson General Counsel and Director
/s/ EDWARD M. WARREN Director May 19, 2000
Edward M. Warren
/s/ BERNARD S. APPEL Director May 19, 2000
Bernard S. Appel
<PAGE>
EXHIBIT INDEX
Sequential
Desciption of Exhibit Page
Exhibit Number
Number
4.1 Articles of Incorporation of the Company, as amended, defining the
rights of security holders (filed as Exhibit "4.1" to the Company's
Registration Statement on Form S-3 originally filed with the Commission
on May 13, 1998 and incorporated herein by reference.) N/A
4.2 Bylaws of the Company, as amended, defining the rights of security
holders (filed as Exhibit "3(ii)" to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1999 and incorporated herein by
reference.) N/A
4.3 Form of Common Stock Certificate of the Company (filed as Exhibit
"4.2" to the Company's annual report on Form 10-K for the fiscal year
ended June 30, 1994 and incorporated herein by reference.) N/A
4.4* Form of Securities Purchase Agreement for private placement to LBI
Group, Inc. 19
4.5* Form of warrant issued in connection with private placement to LBI
Group, Inc. 26
4.6* Form of Registration Rights Agreement between the Company and LBI
Group, Inc. 32
5* Opinion of Billy J. Robinson. 33
23.1* Consent of King Griffin & Adamson P.C. 34
23.2* Consent of Grant Thornton LLP. 35
23.3* Consent of Billy J. Robinson (included in his opinion filed as
Exhibit 5.) 33
24* Powers of Attorney (included on the Signature Page of the
Registration Statement.) 17
_________________
* Filed herewith.
<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 forty-five (45) 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 March 29, 2000 (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
<PAGE>
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.
(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 March 24, 2000.
INVESTOR: ($______________ for ____________ shares @ $________ per share;
and warrants to purchase __________ shares @ $________ per
share, exercisable for five years.)
LBI Group, Inc. Tax I.D. (S.S.) # _____________________
By: ______________________
Name Printed:
Title:
Address:
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 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)
<PAGE>
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.
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)
____ A corporation not formed for the specific purpose of
acquiring the securities offered, with total assets of $5,000,000.
IN WITNESS WHEREOF, the Investor has executed and delivered this
Investor Acknowledgment as of March 24, 2000.
Official Signatory of Investor:
LBI Group, Inc.
By: ______________________
Name Printed:
Title:
<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: ____________________ Warrant No. ___________
UNIVIEW TECHNOLOGIES CORPORATION
STOCK PURCHASE WARRANT
This Warrant is issued for good and valuable consideration, receipt
of which is hereby acknowledged, to LBI Group, Inc. (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.
<PAGE>
(2) Please issue a certificate or certificates representing the
Securities in the name of the undersigned Holder:
_______________________________
(Name)
_______________________________
(Address)
(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.
<PAGE>
(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.
(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>
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is by and
between the undersigned purchasers ("Purchasers") and uniView
Technologies Corporation, a Texas corporation (the "Company").
Pursuant to a Securities Purchase Agreement dated as of an even date
herewith, the Purchasers have agreed to purchase certain securities (as
defined in the Purchase Agreement) on the condition, among others, that
the Company grant the registration rights set forth in this Agreement.
ACCORDINGLY, to induce the Purchasers to purchase the securities and
in consideration of the mutual representations and agreements set forth
in this Agreement, the Company and the Purchasers, intending to be
legally bound, now agree as follows:
1. Certain Definitions. As used in this Agreement, the capitalized
terms set forth below shall have the following meanings:
(1) "Affiliate" means, with respect to any person, any other
person who, directly or indirectly, is in control of, is controlled by or
is under common control with such person.
(2) "Holder(s)" means the holders of Registrable Securities.
(3) "Registrable Securities" means the shares of common stock,
par value $.10 per share, of the Company ("Common Stock") issued to
Purchasers pursuant to the Purchase Agreement (the "Common Shares"); shares
of Common Stock underlying warrants issued to Purchasers pursuant to a
Warrant dated as of an even date herewith (the "Warrant Shares" and
together with the Common Shares, the "Shares") ; any stock or other
securities into which or for which such Shares may hereafter be changed,
converted or exchanged, and any other securities issued to the Purchasers
of such Shares (or such Shares into which or for which such Shares are so
changed, converted or exchanged) upon any reclassification, share
combination, share subdivision, share dividend, merger, consolidation or
similar transactions or events; provided that any such securities shall
cease to be Registrable Securities if (i) a registration statement with
respect to the sale of such securities shall have become effective under
the Securities Act (as defined below) and such securities shall have been
disposed of in accordance with the plan of distribution set forth in such
registration statement, or (ii) such securities shall have been
transferred pursuant to Rule 144 (as defined below).
(4) "Registration Expenses" means all expenses incurred by the
Company in connection with any registration of Registrable Securities pursuant
to this Agreement including, without limitation, the following: (i) SEC
filing fees; (ii) the fees, disbursements and expenses of the Company's
counsel(s) and accountants in connection with the registration of the
Registrable Securities to be disposed of under the Securities Act, (iii)
all expenses of the Company and its agents and representatives in
connection with the preparation, printing and filing of the registration
statement, any preliminary prospectus or final prospectus and amendments
<PAGE>
and supplements thereto and the mailing and delivering of a reasonable
number of copies thereof to any Purchasers, underwriters and dealers and
all actual expenses incidental to delivery of the Registrable Securities;
(iv) the cost of producing blue sky memoranda; (v) all expenses in
connection with the qualification of the Registrable Securities to be
disposed of for offering and sale under state securities laws; (vi) the
filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Registrable Securities to be disposed of; (vii) the expenses of the
Company's transfer agent and registrar appointed in connection with such
offering, (viii) all engraving and printing expenses for the Company
securities being offered; and (ix) all fees and expenses payable in
connection with the listing of the Registrable Securities on each
securities exchange or inter-dealer quotation system on which a class of
common equity securities of the Company is then listed.
(5) "Rule 144" means Rule 144 promulgated under the Securities
Act (as defined below), or any successor rule to similar effect.
(6) "Rule 144 Resale Eligible" means that for the period after
the holding period restrictions under Rule 144(d) have elapsed, all shares
of Registrable Securities are eligible for resale under Rule 144 without
restriction under Rule 144(e) upon the amount of Registrable Securities
which may be sold.
(7) "SEC" means the United States Securities and Exchange
Commission.
(8) "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute.
2. Registration.
(1) The Company shall prepare and file with the SEC a registration
statement sufficient to permit the public offering and sale of the
Registrable Securities through the facilities of the Nasdaq Stock Market.
(2) 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 Purchasers. In connection with those registrations in
which multiple holders of other registrable securities with the right to
participate in such registration ("piggy-back rights holders")
participate, in the event the facilitating broker/dealer or, in an
underwritten offering, the lead managing underwriter advises that
marketing factors require a limitation on the number of shares to be
sold, the number of shares to be included in the sale or underwriting and
registration shall be allocated (i) first, to the Purchasers, and (ii)
second, to the holders seeking registration pursuant to piggy-back
registration rights otherwise granted by the Company pro rata on the
basis of the number of securities requested to be registered by each such
holder in such registration.
3. Expenses. the Company agrees to pay all Registration Expenses
with respect to an offering pursuant to Section 2 hereof, but not commissions
or underwriting discounts in connection with an offering, which shall be
the expense of the Holder(s).
<PAGE>
4. Registration and Qualification. If and whenever the Company is
required to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Section 2
hereof, the Company shall:
(1) prepare and file a registration statement under the Securities
Act relating to the Registrable Securities to be offered as soon as
practicable, but in no event later than forty-five (45) days after the
date of this Agreement, and use its best efforts to cause the same to
become effective as promptly as practicable;
(2) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective until Purchasers have completed the sales or distribution
described in such registration statement relating thereto or, if earlier,
until such Registrable Securities may be sold under Rule 144;
(3) furnish to the Purchasers and to any underwriter of such
Registrable Securities such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus included
in such registration statement (including each preliminary prospectus and any
summary prospectus), in conformity with the requirements of the
Securities Act, and such other documents, as the Purchasers or such
underwriter may reasonably request in order to facilitate the public sale
of the Registrable Securities, and a copy of any and all transmittal
letters or other correspondence to, or received from, the SEC or any
other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange)
relating to such offering;
(4) use its best efforts to register or qualify all Registrable
Securities covered by such registration statement under the securities or
blue sky laws of such United States jurisdictions as the Purchasers or
any underwriter of such Registrable Securities shall request, and use its
best efforts to obtain all appropriate registrations, permits and
consents required in connection therewith, and do any and all other acts
and things which may be necessary or advisable to enable the Purchasers
or any such underwriter to consummate the disposition in such
jurisdictions of its Registrable Securities covered by such registration
statement; provided that the Company shall not for any such purpose be
required to register or qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified, or to
subject itself to taxation in any such jurisdiction, or to consent to
general service of process in any such jurisdiction;
(5) (i) use its best efforts to furnish an opinion of counsel for
the Company in customary form required to register the securities with the
Securities Exchange Commission, and (ii) use its best efforts to furnish
a "cold comfort" letter addressed to each Selling Holder, if permissible
under applicable accounting practices, and signed by the independent
public accountants who have audited the Company's financial statements
included in such registration statement, in each such case covering
substantially the same matters with respect to such registration
statement (and the prospectus included therein) as are customarily
covered in opinions of issuer's counsel and in accountants' letters
<PAGE>
delivered to underwriters in underwritten public offerings of securities
and such other matters as the Selling Purchasers may reasonably request
and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements;
(6) immediately notify the Selling Purchasers in writing (i) at
any time when a prospectus relating to a registration pursuant to Section 2
hereofis required to be delivered under the Securities Act of the happening
of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and (ii) of
any request by the SEC or any other regulatory body or other body having
jurisdiction for any amendment of or supplement to any registration
statement or other document relating to such offering, and in either such
case (i) or (ii) above and at the request of the Selling Purchasers
(subject to Section 3 hereof) promptly prepare and furnish to the Selling
Purchasers a number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not
include an untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they are made, not
misleading;
(7) list all such Registrable Securities covered by such
registration on each national securities exchange and United States
inter-dealer quotation system on which a class of common equity securities
of the Company is then listed, with expenses in connection therewith to be
paid in accordance with Section 3 hereof; and
(8) furnish unlegended certificates representing ownership of
the Registrable Securities being sold in such denominations as shall be
requested by the Selling Purchasers or the underwriters with expenses
therewith to be paid in accordance with Section 3 hereof.
5. Underwriting, Due Diligence.
(1) If requested by the underwriters for any underwritten
offering of Registrable Securities pursuant to a registration under this
Agreement, the Company shall enter into an underwriting agreement with such
underwriters for such offering, such agreement to contain such
representations and warranties by the Company and such other terms and
provisions as are customarily contained in underwriting agreements with
respect to secondary distributions, including, without limitation,
indemnities and contribution substantially to the effect and to the
extent provided in Section 6 hereof and the provision of opinions of
counsel and accountants' letters to the effect and to the extent provided
in Section 4(5) hereof. The Selling Purchasers on whose behalf the
Registrable Securities are to be distributed by such underwriters shall
be parties to any such underwriting agreement and the representations and
warranties by, and the other agreements on the part of, the Company to
and for the benefit of such underwriters, shall also be made to and for
the benefit of such Selling Purchasers. Such underwriting agreement
shall also contain such representations and warranties by the Selling
Purchasers on whose behalf the Registrable Securities are to be
distributed as are customarily contained in underwriting agreements with
<PAGE>
respect to secondary distributions. Selling Purchasers may require that
any additional securities included in an offering proposed by a Holder be
included on the same terms and conditions as the Registrable Securities
that are included therein.
(2) In the event that any registration pursuant to Section 2
shall involve, in whole or in part, an underwritten offering, the Company may
require the Registrable Securities to be registered pursuant to Section 2
to be included in such underwriting on the same terms and conditions as
shall be applicable to the other securities being sold through
underwriters under such registration. If requested by the underwriters
for such underwritten offering, the Selling Purchasers on whose behalf
the Registrable Securities are to be distributed shall enter into an
underwriting agreement with such underwriters, such agreement to contain
such representations and warranties by the Selling Purchasers and such
other terms and provisions as are customarily contained in underwriting
agreements with respect to secondary distributions, including, without
limitation, indemnities and contribution substantially to the effect and
to the extent provided in Section 6 hereof. Such underwriting agreement
shall also contain such representations and warranties by the Company and
such other person or entity for whose account securities are being sold
in such offering as are customarily contained in underwriting agreements
with respect to secondary distributions.
(3) In connection with the preparation and filing of each
registration statement registering Registrable Securities under the
Securities Act, the Company shall give, subject to all parties executing
confidentiality agreements with the Company on terms reasonably acceptable
to the Company, the Purchasers of such Registrable Securities and the
underwriters, if any, and their respective counsel and accountants, such
reasonable and customary access to its books and records and such
opportunities to discuss the business of the Company with its officers
and the independent public accountants who have certified the Company's
financial statements as shall be necessary, in the opinion of such Holder
and such underwriters or their respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act.
(4) the Company may require each Selling Holder of Registrable
Securities as to which any Registration is being effected to furnish the
Company with a properly completed and executed selling shareholder
questionnaire in customary form and substance as may be reasonably
requested by the Company and such information regarding the proposed
disposition of such securities as the Company may from time to time
reasonably request in writing. In addition, with respect to any
underwritten offering, each Selling Holder of Registrable Securities
shall furnish such customary and reasonable documents as the lead
underwriter may request, including custodial agreements and powers of
attorney.
(5) Each Holder of Registrable Securities agrees by acquisition
of such Registrable Securities that, upon receipt of written notice from the
Company of the occurrence of any event of the kind described in
subsection 4(6) which written notice specifically references such
subsection and this subsection 5(5), such Holder will as promptly as
possible discontinue disposition of the Registrable Securities pursuant
to the Registration Statement until such Holder's receipt of copies of
the supplemented or amended Prospectus as contemplated by subsection 4(6)
or until it is advised in writing by the Company that the use of the
<PAGE>
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the
Prospectus, and, if so directed by the Company, such Holder will deliver
to the Company all copies, other than permanent file copies, then in such
Holder's possession of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.
6. Indemnification and Contribution.
(1) In the case of each offering of Registrable Securities made
pursuant to this Agreement, the Company agrees to indemnify and hold harmless
each Holder, its officers, directors, agents and Affiliates, each underwriter
of Registrable Securities so offered and each person, if any, who
controls any of the foregoing persons within the meaning of the
Securities Act, from and against any and all claims, liabilities, losses,
damages, expenses and judgments, joint or several, to which they or any
of them may become subject, under the Securities Act or otherwise,
including any amount paid in settlement of any litigation commenced or
threatened, and shall promptly reimburse them, as and when incurred, for
any legal or other expenses incurred by them in connection with
investigating any claims and defending any actions, insofar as such
losses, claims, damages, liabilities or actions shall arise out of, or
shall be based upon, any untrue statement or alleged untrue statement of
a material fact contained in the registration statement (or in any
preliminary or final prospectus included therein) or any amendment
thereof or supplement thereto, or in any document incorporated by
reference therein, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company
shall not be liable to a particular Holder in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement, or any
omission, if such statement or omission shall have been made in reliance
upon and in conformity with information relating to such Holder furnished
to the Company in writing by or on behalf of such Holder specifically for
use in the preparation of the registration statement (or in any
preliminary or final prospectus included therein) or any amendment
thereof or supplement thereto. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of a
Holder and shall survive the transfer of such securities. The foregoing
indemnity agreement is in addition to any liability which the Company may
otherwise have to each Holder, its officers and directors, members and
managers, as the case may be, underwriters of the Registrable Securities
or any controlling person of the foregoing; provided, further, that, as
to any underwriter or any person controlling any underwriter or Selling
Holder, this indemnity does not apply to any loss, liability, claim,
damage or expense arising out of or based upon any untrue statement or
alleged untrue statement or omission or alleged omission in any
preliminary prospectus if a copy of a prospectus was not sent or given by
or on behalf of an underwriter or Selling Holder to such person asserting
such loss, claim, damage, liability or action at or prior to the written
confirmation of the sale of the Registrable Securities as required by the
Securities Act and such untrue statement or omission had been corrected
in such prospectus.
<PAGE>
(2) In the case of each offering made pursuant to this Agreement,
each Holder of Registrable Securities included in such offering, by exercising
its registration rights hereunder, agrees to indemnify and hold harmless
the Company, its officers, directors, agents and Affiliates and each
person, if any, who controls any of the foregoing within the meaning of
the Securities Act (and if requested by the underwriters, each
underwriter who participates in the offering and each person, if any, who
controls any such underwriter within the meaning of the Securities Act),
from and against any and all claims, liabilities, losses, damages,
expenses and judgments, joint or several, to which they or any of them
may become subject under the Securities Act or otherwise, including any
amount paid in settlement of any litigation commenced or threatened, and
shall promptly reimburse them, as and when incurred, for any reasonable
legal or other expenses incurred by them in connection with investigating
any claims and defending any actions, insofar as any such losses, claims,
damages, liabilities or actions shall arise out of, or shall be based
upon, any untrue statement or alleged untrue statement of a material fact
contained in the registration statement (or in any preliminary or final
prospectus included therein) or any amendment thereof or supplement
thereto, or any omission or alleged omission to state therein a material
fact relating to the Holder required to be stated therein or necessary to
make the statements therein not misleading, but in each case only to the
extent that such untrue statement of a material fact is contained in, or
such material fact relating to the Holder is omitted from, information
relating to such Holder furnished in writing to the Company by or on
behalf of such Holder specifically for use in the preparation of such
registration statement (or in any preliminary or final prospectus
included therein). The foregoing indemnity is in addition to any
liability which such Holder may otherwise have to the Company, or any of
its directors, officers or controlling persons; provided, however, that,
as to any underwriter or any person controlling any underwriter, this
indemnity does not apply to any loss, liability, claim, damage or expense
arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission in any preliminary prospectus
if a copy of a prospectus was not sent to or given by or on behalf of an
underwriter to such person asserting such loss, claim, damage, liability
or action at or prior to the written confirmation of the sale of the
Registrable Securities as required by the Securities Act and such untrue
statement or omission had been corrected in such prospectus.
(3) Procedure for Indemnification. Each party indemnified under
paragraph (a) or (b) of this Section 6 shall, promptly after receipt of
notice of any claim or the commencement of any action against such
indemnified party in respect of which indemnity may be sought, notify the
indemnifying party in writing of the claim or the commencement thereof;
provided that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have to an indemnified party
on account of the indemnity agreement contained in paragraph (a) or (b)
of this Section 6, except to the extent (and only to the extent) that the
indemnifying party was prejudiced by such failure, and in no event shall
relieve the indemnifying party from any other liability which it may have
to such indemnified party. If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein,
and, to the extent that it wishes, jointly with any other similarly
notified indemnifying party, to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party, but only upon written
<PAGE>
acknowledgment from the indemnified party that the matter for which the
defense is assumed is an indemnifiable obligation of the indemnifying
party under this Agreement. After notice from the indemnifying party to
the indemnified party of its election to assume the defense of such claim
or action, the indemnifying party shall not be liable to the indemnified
party under this Section 6 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof
other than reasonable costs of investigation; provided that each
indemnified party, its officers and directors, if any, and each person,
if any, who controls such indemnified party within the meaning of the
Securities Act, shall have the right to employ separate counsel
reasonably approved by the indemnifying party to represent them if the
named parties to any action (including any impleaded parties) include
both such indemnified party and an indemnifying party or an affiliate of
an indemnifying party, and such indemnified party shall have been advised
by counsel that a conflict may exist between such indemnified party and
such indemnifying party or such affiliate, and in that event the fees and
expenses of one such separate counsel for all such indemnified parties
shall be paid by the indemnifying party. An indemnified party will not
enter into any settlement agreement which is not approved by the
indemnifying party, such approval not to be unreasonably withheld. The
indemnifying party may not agree to any settlement of any such claim or
action which provides for any remedy or relief other than monetary
damages for which the indemnifying party shall be responsible hereunder,
without the prior written consent of the indemnified party, which consent
shall not be unreasonably withheld. In any action hereunder as to which
the indemnifying party has assumed the defense thereof with counsel
reasonably satisfactory to the indemnified party, the indemnified party
shall continue to be entitled to participate in the defense thereof, with
counsel of its own choice, but, except as set forth above, the
indemnifying party shall not be obligated hereunder to reimburse the
indemnified party for the costs thereof. In all instances, the
indemnified party shall cooperate fully with the indemnifying party or
its counsel in the defense of each claim or action.
If the indemnification provided for in this Section 6 shall for any
reason be unavailable to an indemnified party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
herein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, in such proportion as shall be appropriate
to reflect the relative fault of the indemnifying party on the one hand
and the indemnified party on the other with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or
action in respect thereof, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party on the one hand or the
indemnified party on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or
prevent such statement or omission, but not by reference to any
indemnified party's stock ownership in the Company. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this
paragraph shall be deemed to include, for purposes of this paragraph, any
<PAGE>
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
7. Rule 144. The Company shall take such measures and timely file
such information, documents and reports as shall be required by the SEC as a
condition to the availability of Rule 144 and to remain in compliance
with the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
8. Transfer of Registration Rights. The rights of the holders under
this Agreement with respect to any Registrable Securities may be
transferred to any transferee of such Registrable Securities; provided,
however, that the Company is given written notice by the holder at or
prior to the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the
rights under this Agreement are being assigned.
9. Rights Which May Be Granted to Other Persons. The Company shall
not grant any person registration rights which shall in any way whatsoever
impair the priority of the registration rights granted in this Agreement.
10. Miscellaneous.
(1) Injunctions. Each party acknowledges and agrees that
irreparable damage would occur in the event that any of the provisions of
this Agreement was not performed in accordance with its specific terms or was
otherwise breached. Therefore, each party shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof in
any court having jurisdiction, such remedy being in addition to any other
remedy to which such party may be entitled at law or in equity.
(2) Severability. If any term or provision of this Agreement
shall be held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms and provisions set forth herein
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and each of the parties shall use its best
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term or
provision.
(3) Further Assurances. Subject to the specific terms of this
Agreement, each of the parties hereto shall make, execute, acknowledge
and deliver such other instruments and documents, and take all such other
actions, as may be reasonably required in order to effectuate the
purposes of this Agreement and to consummate the transactions
contemplated hereby.
(4) Waivers, etc. No failure or delay on the part of either
party (or the intended third-party beneficiaries referred to herein) in
exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power
preclude any other or further exercise thereof or the exercise of any
other right or power. No modification or waiver of any provision of this
<PAGE>
Agreement nor consent to any departure therefrom shall in any event be
effective unless the same shall be in writing and signed by an authorized
officer of each of the parties, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.
(5) Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to its subject matter. This
Agreement supersedes all prior agreements and understandings between the
parties, whether written or oral, with respect to the subject matter hereof.
The paragraph headings contained in this Agreement are for reference purposes
only, and shall not affect in any manner the meaning or interpretation of
this Agreement.
(6) Counterparts. For the convenience of the parties, this
Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original but all of which together shall be one and the
same instrument.
(7) Amendment. This Agreement may be amended only by a written
instrument duly executed by an authorized officer of each of the Company
and the Purchasers of at least 51% of the Registrable Securities.
(8) Notices. Unless expressly provided herein, all notices,
claims, certificates, requests, demands and other communications hereunder
shall be in writing and shall be deemed to be duly given (i) when personally
delivered, (ii) if mailed registered or certified mail, postage prepaid,
return receipt requested, on the date the return receipt is executed or
the letter refused by the addressee or its agent, (iii) if given by telex
or telecopier, once such notice or other communication is transmitted to
the telex or telecopier number specified below and the appropriate answer
back or telephonic confirmation is received; provided that such notice or
other communication is mailed in accordance with clause (ii) hereof or
(iv) if sent by overnight courier which delivers only upon the signed
receipt of the addressee, on the date the receipt acknowledgment is
executed or refused by the addressee or its agent:
if to Purchasers:
if to the Company: uniView Technologies Corporation
(9) Governing Law. This Agreement is executed by the Company in,
and shall be construed in accordance with and governed by the laws of the
State of Texas without giving effect to the principles of conflicts of
laws thereof.
<PAGE>
(10) Assignment. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns. In addition, and whether or not any
express assignment shall have been made, the provisions of this Agreement
which are for the benefit of the Purchasers of Registrable Securities as such
shall be for the benefit of and enforceable by any subsequent holder of
any Registrable Securities, subject to the provisions respecting the
minimum numbers or percentages of shares of Registrable Securities
required in order to be entitled to certain rights, or take certain
actions contained herein.
(11) Best Efforts. As used herein, the term "best efforts" shall
not obligate a party to expend material funds or incur material liabilities
not otherwise contemplated under this Agreement to achieve an end.
IN WITNESS WHEREOF, the Company and Purchasers have caused this
Registration Rights Agreement to be duly executed by their authorized
representative as of March 24, 2000.
UNIVIEW TECHNOLOGIES CORPORATION
By__________________
Name: Patrick A. Custer
Title: President
Purchasers:
By: ___________________
Name Printed:
Title:
<PAGE>
May 19, 2000
uniView Technologies Corporation
17300 North Dallas Parkway, Suite 2050
Dallas, Texas 75248
Gentlemen:
I have acted as counsel to uniView Technologies Corporation, a Texas
corporation (the "Company") in connection with the proposed public
offering of up to 705,556 shares of the Company's Common Stock, $.10 par
value (the "Common Stock"), as described in the Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on the date
hereof (the "Registration Statement").
I have, as counsel, as I have deemed necessary examined such
corporate records, certificates and other documents and reviewed such
questions of law as I have deemed necessary, relevant or appropriate to
enable me to render the opinions expressed below. In rendering such
opinions, I have assumed the genuineness of all signatures and the
authenticity of all documents examined by me. As to various questions of
fact material to such opinions, I have relied upon representations of the
Company.
Based upon such examination and representations, I advise you that,
in my opinion, the shares of Common Stock which are to be sold and
delivered by the Company and certain selling stockholders of the Company
(the "Selling Stockholders") as contemplated by the Plan of Distribution
specified in the Registration Statement, have been duly and validly
authorized by the Company and, in the case of the shares of Common Stock
to be sold by the Selling Stockholders, have been validly issued and are
fully paid and non-assessable.
I consent to the filing of this opinion as Exhibit "5" to the
Registration Statement and to the reference to myself under the caption
"Legal Matters" in the prospectus contained therein.
Sincerely,
/s/ Billy J. Robinson
Billy J. Robinson, General Counsel
uniView Technologies Corporation
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-3 pertaining to the registration of 555,556 shares of
common stock and 150,000 shares of common stock issuable upon exercise of
certain warrants of our report dated September 14, 1998 with respect to
the consolidated financial statements appearing in the Annual Report on
Form 10-K of uniView Technologies Corporation as of June 30, 1998 and for
each of the years in the two-year period ended June 30, 1998 and to the
reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ King Griffin & Adamson P.C.
KING GRIFFIN & ADAMSON P.C.
Dallas, Texas
May 18, 2000
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 10, 1999 accompanying the
consolidated financial statements and schedule of uniView Technologies
Corporation and Subsidiaries appearing in the Annual Report on Form 10-
K, year ended June 30, 1999 which is incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in
the Registration Statement of the aforementioned report and to the use of
our name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
GRANT THORNTON LLP (manually)
Dallas, Texas
May 19, 2000
