As filed with the Securities and Exchange Commission on June 15, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIVIEW TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
UNIVIEW TECHNOLOGIES CORPORATION 1999 EQUITY INCENTIVE PLAN
(Full title of the plan)
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)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to To Be Offering Price Offering Registration
be Registered Registered (1) Per Share (2) Price (2) Fee
------------- -------------- -------------- --------- ------------
Common Stock,
$.10 par value 4,500,000 $ 2.00 $9,000,000 $2,376.00
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(1) Includes shares of Common Stock issuable upon the exercise of
options granted under the uniView Technologies Corporation 1999 Equity
Incentive Plan.
(2) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(h)(1), the offering price and
registration fee are calculated based on the average of the high and low
trading prices of the Common Stock as reported by the Nasdaq Stock Market
on June 13, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTION
This registration statement on Form S-8 ("Registration Statement")
is filed by uniView Technologies Corporation, a Texas corporation (the
"Company" or the "Registrant"), relating to 4,500,000 shares of its
common stock, par value $0.10 per share (the "Common Stock"), issuable to
eligible employees of the Company under the Company's 1999 Equity
Incentive Plan (the "Plan").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "SEC") are incorporated by reference into this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999.
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended September 30, 1999, December 31, 1999 and March 31, 2000.
(3) The description of the Company's common stock, which is contained in
a registration statement filed on Form S-3, dated March 21, 2000,
registration number 333-31952.
(4) All future documents we may file with the SEC under Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such documents. (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).
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the
purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the validity of the
securities offered hereby have been passed upon for the Company by Billy
J. Robinson, Vice President, Secretary and General Counsel of the
Registrant. Mr. Robinson is an officer and a director of, and receives
compensation from, the Registrant. Mr. Robinson owns 17,889 shares of
Common Stock and holds vested options to purchase another 430,000 shares
of Common Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is incorporated under the laws of the State of Texas.
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 its officers,
directors, and designated agents indemnifying them in connection with
services performed for the Company to the fullest extent allowed by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, 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 uniView Technologies Corporation 1999 Equity Incentive Plan.
5 Legal Opinion of Billy J. Robinson.
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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 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
* to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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;
* that, for the purpose of determining any liability under the
Securities Act of 1933, 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.
* 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.
* that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934, 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.
* insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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 June 15, 2000.
UNIVIEW TECHNOLOGIES CORPORATION
By: /s/ PATRICK A. CUSTER
Patrick A. Custer
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Patrick A. Custer and
Billy J. Robinson, each of whom may act without joinder of the other, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign, execute and file with the
Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the
securities offered pursuant to this Registration Statement on Form S-8
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 of 1933, this
Registration Statement on Form S-8 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, June 15, 2000
Patrick A. Custer President, Chief Executive Officer
and Director
Principal Financial and Accounting Officer
/s/ DAVID M. THOMAS Vice President, June 15, 2000
David M. Thomas Chief Financial Officer
Additional Directors
/s/ BILLY J. ROBINSON Vice President, Secretary, June 15, 2000
Billy J. Robinson General Counsel and Director
/s/ EDWARD M. WARREN Director June 15, 2000
Edward M. Warren
/s/ BERNARD S. APPEL Director June 15, 2000
Bernard S. Appel
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EXHIBIT INDEX
Sequential
Exhibit Number Description of Exhibit Page Number
4.1 Articles of Incorporation of the Company, as amended, defining the
rights of security holders (filed as Exhibit "4.1" to the Company's
Registration Statement on Form S-3 originally filed with the
Commission on May 13, 1998 and incorporated herein by reference.) N/A
4.2 Bylaws of the Company, as amended, defining the rights of security
holders (filed as Exhibit "3(ii)" to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1999 and incorporated
herein by reference.) N/A
4.3 Form of Common Stock Certificate of the Company (filed as Exhibit
"4.2" to the Company's annual report on Form 10-K for the fiscal
year ended June 30, 1994 and incorporated herein by reference.) N/A
4.4* uniView Technologies Corporation 1999 Equity Incentive Plan. 7
5* Legal Opinion of Billy J. Robinson. 21
23.1* Consent of King Griffin & Adamson P.C. 22
23.2* Consent of Grant Thornton LLP. 23
23.3* Consent of Billy J. Robinson (included in his opinion filed as
Exhibit 5.) 21
24* Powers of Attorney (included on the Signature Page of the
Registration Statement.) 5
_________________
* Filed herewith.
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