SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 2-93668-FW
UNIVIEW TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17300 North Dallas Parkway, Suite 2050, 75248
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(972) 233-0900
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
At May 12, 2000, there were 21,646,051 shares of Registrant's common
stock outstanding.
<PAGE>
GENERAL INDEX
Page Number
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 11
PART II.
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 13
EXHIBIT INDEX 14
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets
March 31 June 30
2000 1999
----------- -----------
(Unaudited)
ASSETS
Cash & cash equivalents $ 2,830,723 $ 4,412,664
Accounts receivable,
net of allowance of
$6,872 and $76,510 1,157,881 1,117,308
Inventory 348,840 436,583
Prepaid expenses 310,886 28,283
Other Current Assets 198,235 -
----------- -----------
Total Current Assets 4,846,565 5,994,838
----------- -----------
OTHER ASSETS
Purchased software, net 2,428,802 -
Software development, net 800,879 1,690,958
Licenses, net 110,000 151,250
Property and equipment, net 1,172,957 1,310,207
Trademark, net 3,393,458 3,576,636
Goodwill, net 1,209,589 1,302,699
Other 690,908 54,180
----------- -----------
Total Other Assets 9,806,593 8,085,930
----------- -----------
TOTAL ASSETS $ 14,653,158 $ 14,080,768
=========== ===========
See accompanying notes to consolidated financial statements
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets
March 31 June 30
2000 1999
----------- -----------
LIABILITIES AND STOCKHOLDERS EQUITY (Unaudited)
CURRENT LIABILITIES
Loans and current maturities of long term debt $ 856,008 $ 1,077,305
Current maturities of capital leases 120,494 55,168
Trade accounts payable 519,911 778,485
Accrued and other current liabilities 2,190,730 1,142,095
----------- -----------
Total Current Liabilities 3,687,143 3,053,053
----------- -----------
Long Term Debt
Obligation under notes payable,
less current maturities 2,287,928 2,590,017
Obligation under capital leases,
less current maturities 14,510 100,720
----------- -----------
Total Liabilities 5,989,581 5,743,790
----------- -----------
Minority Interest - -
STOCKHOLDERS' EQUITY
Preferred stock, cumulative, $1.00 par value;
1,000,000 shares authorized:
Series A, 140,000 shares issued and 30,000 and
140,000 shares outstanding at March 31,
2000, and June 30, 1999, respectively 30,000 140,000
Series H, 55 shares issued and 2 shares and
3 shares outstanding at March 31, 2000 and
June 30, 1999, respectively
(liquidation preference of $50,000 and $75,000) 2 3
Series 1999-D1, 720 shares issued and 720 shares
and 720 shares outstanding at March 31, 2000 and
June 30, 1999, respectively (liquidation
preference of $18,000,000 and $18,000,000) 720 720
Series 1999-C, 44 shares issued and 0 shares and
44 shares outstanding at March 31, 2000 and
June 30, 1999, respectively
(liquidation preference of $0 and $1,100,000) - 44
Series 1999-E, 96 shares issued and 0 shares and
96 shares outstanding at March 31, 2000 and
June 30, 1999, respectively
(liquidation preference of $0 and $2,400,000) - 96
Common stock, $.10 par value; 80,000,000 shares
authorized; 21,561,432 and 15,013,150 shares issued
and outstanding at March 31, 2000,
and June 30, 1999 2,156,143 1,501,315
Additional Paid In Capital 56,889,945 49,128,729
Accumulated Deficit (50,413,233) (42,433,929)
----------- -----------
Total Stockholders' Equity 8,663,577 8,336,978
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,653,158 $ 14,080,768
=========== ===========
See accompanying notes to consolidated financial statements
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- --------------------------
March 31 March 31 March 31 March 31
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES
Net Sales of Products $ 1,454,573 $ 1,852,516 $ 5,670,431 $ 7,977,290
Net Sales of Services 431,321 658,405 1,156,711 1,279,046
----------- ----------- ----------- -----------
TOTAL REVENUE 1,885,894 2,510,921 6,827,142 9,256,336
----------- ----------- ----------- -----------
COST OF REVENUES 1,252,813 2,384,836 4,783,804 7,637,497
----------- ----------- ----------- -----------
Gross Profit 633,081 126,085 2,043,338 1,618,839
OPERATING EXPENSES (2,854,056) (2,435,599) (9,463,365) (7,685,160)
----------- ----------- ----------- -----------
Operating Loss (2,220,975) (2,309,514) (7,420,027) (6,066,321)
----------- ----------- ----------- -----------
GAIN ON SALE OF SUBSIDIARIES - - - 1,860,207
OTHER INCOME (EXPENSE)
Loss from sale of land - (82,800) - (82,800)
Other income (expense) (54,216) 167,229 (203,718) 224,976
Interest expense (120,927) (243,963) (302,342) (403,504)
----------- ----------- ----------- -----------
Total Other Income (Expense) (175,143) (159,534) (506,060) (261,328)
----------- ----------- ----------- -----------
NET LOSS $(2,396,118) $(2,469,048) $(7,926,087) $(4,467,442)
=========== =========== =========== ===========
Loss per share attributable to
common stockholders
Basic and Diluted $ (0.11) $ (0.19) $ (0.42) $ (0.38)
Weighted average common shares outstanding
Basic and Diluted 21,208,294 13,298,044 19,003,877 11,854,100
See accompanying notes to consolidated financial statements
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended
--------------------------
March 31 March 31
2000 1999
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (7,926,087) $ (4,467,442)
Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
Depreciation and Amortization 2,391,582 2,230,269
Gain on sale of subsidiaries - (1,860,207)
Stock compensation expense 603,750 -
Loss on sale of land - 82,800
Changes in assets and liabilities, net of
effects from acquisitions and dispositions:
Accounts payable and accrued liabilities 414,339 34,044
Accounts receivable 433,579 31,066
Inventory 87,744 76,493
Prepaid expense (381,747) 12,780
Other assets (331,540) (39,045)
----------- -----------
Cash used in operating activities (4,708,380) (3,899,242)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business, net of cash acquired (208,319) -
Purchase of property and equipment (433,507) (62,365)
Proceeds from sale of land - 250,000
----------- -----------
Cash (used in) provided by investing activities (641,826) 187,635
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes receivable - 100,657
Proceeds from line of credit 4,759,631 -
Principal payments on line of credit (4,889,536) -
Proceeds from long term debt - 1,800,000
Principal payments on long-term debt (194,088) (244,903)
Principal payments on capital lease obligations (59,660) (65,097)
Payments of preferred stock dividends (1,875) -
Redemption of Series A preferred stock (118,099) -
Net proceeds from equity transactions 4,271,892 1,025,983
----------- -----------
Cash provided by financing activities 3,768,265 2,616,640
----------- -----------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (1,581,941) (1,094,967)
CASH AND CASH EQUIVALENTS, BEGINNING 4,412,664 2,284,988
----------- -----------
CASH AND CASH EQUIVALENTS, ENDING $ 2,830,723 $ 1,190,021
=========== ===========
See accompanying notes to consolidated financial statements
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 (Unaudited)
BASIS OF PRESENTATION
The interim financial statements and summarized notes included
herein were prepared without audit in accordance with generally accepted
accounting principles for interim financial information, pursuant to
rules and regulations of the Securities and Exchange Commission. Because
certain information and notes normally included in complete financial
statements prepared in accordance with generally accepted accounting
principles were condensed or omitted pursuant to such rules and
regulations, it is suggested that these financial statements be read in
conjunction with the Consolidated Financial Statements and the Notes
thereto, included in the Company's Annual Report on Form 10-K for the
preceding fiscal year. These interim financial statements and notes
hereto reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of results for the interim periods
presented. Such financial results, however, should not be construed as
necessarily indicative of future results.
CREDIT AGREEMENT/NOTES PAYABLE
The Company's subsidiary, Network America, Inc. has a $2.15 million
credit facility with FINOVA Capital Corporation collateralized by
accounts receivable, inventory and equipment. The outstanding balance
under this agreement at March 31, 2000 totaled $580,952. This facility
contains various financial covenants, including among other things,
minimum net worth, maintenance of certain fixed charge ratios and maximum
allowable indebtedness to net worth, with all of which Network America is
currently in compliance.
Outstanding notes at the end of the period were $2,541,000,
including a note of $1.5 million that is convertible into common stock at
$.625 per share, a note of $741,000 that is convertible into common stock
at $1.00 per share, and some other small notes payable.
ACQUISITIONS
Effective October 29, 1999 the Company acquired the assets and
assumed certain liabilities of Softgen International, Inc. ("Softgen").
Consideration for the acquisition consisted of 1,175,000 restricted
shares of the Company's common stock and warrants to acquire another
1,057,500 shares at $3.00 per share, shares of uniView Softgen
Corporation ("uniView Softgen"), plus other consideration for a total
value of $2.7 million. As a result of the acquisition of Softgen, which
was accounted for as a purchase, the Company allocated the excess
purchase price over tangible assets acquired of approximately $2.2
million to purchased software based on an appraisal. During the third
fiscal quarter ended March 31, 2000, certain adjustments were made to the
purchase price and corresponding allocation of purchase price as the
result of nonperformance by a former shareholder of Softgen and a more
detailed analysis of the assets and liabilities assumed in the
acquisition. After completion of the transaction, the Company held a 61%
ownership position and former shareholders of Softgen held a 39%
ownership position in uniView Softgen.
<PAGE>
Effective September 22, 1999 the Company acquired assets of Zirca
Corporation ("Zirca") for $300,000 cash and 360,000 restricted common
shares of the Company valued at $675,000. The acquisition of Zirca was
accounted for as a purchase and the Company has allocated the excess
purchase price over tangible assets acquired of approximately $360,000 to
purchased software.
The following pro forma information combines the results of
operations as if the acquisitions had been consummated as of July 1,
1998, after including the impact of adjustments for amortization of
purchased software and common stock issued in the transaction.
Nine months ended
-----------------
March 31, 2000 March 31, 1999
-------------- --------------
Revenue $ 6,357,074 $ 10,440,386
Net loss $ (8,556,269) $ (5,675,692)
Weighted Average Shares 19,003,877 13,389,100
Basic and diluted loss per share $ (0.45) $ (0.42)
FINANCING TRANSACTIONS
For the quarter ended March 31, 2000, the Company received $373,375
and issued 194,250 shares of common stock pursuant to the exercise of
warrants. For the nine months, the Company received $1,038,000 and
issued 1,718,250 shares of common stock pursuant to the exercise of
warrants. Including the proceeds received during the third quarter, the
Company has received a total of $3,641,265 in private placement
transactions for the nine months ended March 31, 2000 and had paid
$525,248 to financial intermediaries related to equity transactions in
fiscal 2000.
<PAGE>
BUSINESS SEGMENT INFORMATION
During 2000 and 1999, the Company was primarily engaged in the sale
of computer-related products and services. The following tables set
forth certain information with respect to the nine months ended March 31:
2000 1999
------------- -------------
Net Revenues:
Computer Product Sales $ 5,670,431 $ 7,977,290
Computer Services 1,156,711 1,279,046
------------- -------------
$ 6,827,142 $ 9,256,336
============= =============
Operating Loss:
Computer Product Sales $ (1,973,480) $ (1,004,007)
Computer Services (736,615) (769,072)
Corporate (5,518,333) (4,958,074)
------------- -------------
Total operating loss $ (8,228,428) $ (6,731,153)
Less interest expense 302,341 403,504
Gain on sale of subsidiaries - 1,860,207
------------- -------------
Loss from continuing operations $ (7,926,087) $ (4,467,442)
============= =============
Identifiable assets:
Computer products and $ 12,276,552 $ 10,026,277
Corporate 2,376,606 1,794,078
------------- -------------
$ 14,653,158 $ 11,820,355
============= =============
Depreciation, amortization and
write-down:
Computer products and services $ 2,167,976 $ 1,992,705
Corporate $ 223,606 $ 237,564
------------- -------------
$ 2,391,582 $ 2,230,269
============= =============
Capital Expenditures:
Computer product sales and
services $ 3,824,493 $ 55,287
Corporate - -
------------- -------------
$ 3,824,493 $ 55,287
============= =============
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report may contain "Forward Looking Statements," which are
management's expectations, plans, and projections which may or may not
materialize, and which are subject to various risks and uncertainties,
including statements concerning expected expenses and the adequacy of our
sources of cash to finance our current and future operations. When used
in this report, the words "plans," "believes," "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-
looking statements. Factors which could cause actual results to
materially differ from these expectations include the following: general
economic conditions and growth in the high tech industry; competitive
factors and pricing pressures; changes in product mix; the timely
development and acceptance of new products; and the risks described from
time to time in our SEC filings. These forward-looking statements speak
only as of the date of this report. We expressly disclaim any obligation
or undertaking to release publicly any updates or change in our
expectations or any change in events, conditions or circumstances on
which any such statement may be based, except as may be otherwise
required by the securities laws.
Overview
Dallas based uniView Technologies Corporation has aggregated a
unique architecture of key companies offering competencies and expertise
in video on demand ("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, 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.
The following discussion provides information to assist in the
understanding of the Company's financial condition and results of
operations for the fiscal quarter ended March 31, 2000. It should be
read in conjunction with the Consolidated Financial Statements and Notes
thereto appearing in the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 1999.
Results of Operations
Revenues. Total sales for the third fiscal quarter ended March 31,
2000 were $1.9 million, with sales of $2.5 million for the same quarter
last year. Most of the sales for the reporting period continue to be
attributed to network system design and integration services provided
through Network America and Advanced Systems Group. The decrease in
revenue for the quarter compared to the same period last year, as well as
the year to date period, is largely due to continued delays in receipt of
orders because of Y2K concerns. During the quarter, the Products Group
began shipping set top boxes previously ordered by a customer in Spain
with expected fulfillment of the current order to be completed by the end
of the fourth quarter.
<PAGE>
Total sales for the nine months ended March 31, 2000 were $6.8
million, compared to $9.3 million for the same period last year. The
$2.5 million revenue decrease is primarily attributable to reduced
business activities in the business units discussed above and the
reduction of revenue as a result of the sale of a subsidiary, CompuNet
Support Systems, Inc. The overall decrease was somewhat offset by new
revenues contributed by uniView Softgen. The Products Group recently
announced a contract that is expected to generate a significant increase
in revenue next fiscal year. Additionally, uniView Softgen, through
sales of its proprietary CTI software product suite, CIMphonyT, is
expected to be a valuable contributor to future revenue growth.
Gross Profit. Gross Profit for the third fiscal quarter was
$633,000, compared to $126,000 for the same quarter last year. Gross
Profit for the nine months ended March 31, 2000 was $2.0 million,
compared to $1.6 million for the same period last year. The increases as
a percentage of revenue are predominantly a result of higher gross
margins associated with uniView Softgen's software products and support
services.
Operating Expenses. Total operating expenses for the third fiscal
quarter were $2.9 million, compared to $2.4 million for the same quarter
last year. Total operating expenses for the nine months ended March 31,
2000 were $9.5 million, compared to $7.7 million for the same period last
year. Significant components of operating expenses for the nine months
ended March 31, 2000 and 1999 consisted of the following:
Nine months ended
-----------------
March 31, 2000 March 31, 1999
-------------- --------------
Compensation $3,520,416 $3,061,514
Facilities 571,774 621,728
Depreciation 1,038,996 949,052
Online service expense (credit) 613,668 (156,971)
Amortization of software development 1,352,586 1,281,217
costs, trademark and goodwill
Legal expense 222,157 63,555
Stock option expense 603,750 -
Other 1,540,018 1,865,065
-------------- --------------
Total $9,463,365 $7,685,160
Other expenses include one time moving expenses, expenses relating to
acquisitions, advertising, telephone, interest expense, travel, and other
general and administrative expenses. Stock option expense relates to
options granted to employees at prices less than the full market price at
date of grant. The online service expense credit in 1999 resulted from a
settlement with service providers relating to a reduction of charges
incurred in prior years.
The overall increase in 2000 compared to the same period in 1999 can be
attributed to stock option expense, increased online service expense, and
operating expenses of uniView Softgen since its inception in October
1999.
<PAGE>
Liquidity and Capital Resources
Cash Flows From Operations. Cash used by operations for the nine
months ended March 31, 2000 and 1999 were $4.7 million and $3.9 million,
respectively. Major components of cash flows from operations for the
current period included $2.4 million for depreciation and amortization
and the effects of a $7.9 million loss from operations.
Cash Flows From Investing Activities. During the nine months ended
March 31, 2000, we purchased $433,000 of property, plant, and equipment
("PP&E") as compared to $62,365 during the same period last year. A
significant portion of the increase in PP&E is attributable to the assets
acquired from Zirca.
Cash Flows from Financing Activities. During the nine months ended
March 31, 2000 we generated $3.8 million from financing activities,
compared to $2.6 million during the same period last year. The primary
sources of these funds were proceeds from equity transactions. We
additionally paid $194,000 on long-term debt during the nine months ended
March 31, 2000, compared to $245,000 during the same period last year.
Other Matters
Cash Flow
During the nine months ended March 31, 2000, we did not achieve a
positive cash flow from operations. Accordingly, we continue to rely on
cash on hand, as well as available borrowing arrangements and continued
sale of common and preferred stock to fund operations until a positive
cash flow from operations can be achieved. We expect cash flow to
improve as we begin delivery of set top boxes under recently announced
contracts during the latter part of this year. However, it may be
necessary to pursue additional financing or placements until a positive
cash flow can be achieved. We continually evaluate opportunities with
various investors to raise additional capital, without which, our growth
and profitability could be restricted. Although we believe that
sufficient financing resources are available, there can be no assurance
that such resources will continue to be available to us or that they will
be available upon favorable terms.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which
may adversely affect our financial position, results of operations and
cash flows. In seeking to minimize the risks from interest rate
fluctuations, we manage exposures through our regular operating and
financing activities. We do not use financial instruments for trading or
other speculative purposes and we are not a party to any leveraged
financial instruments.
We are exposed to interest rate risk primarily through our borrowing
activities, which are described in the "Long-Term Debt" Notes to the
Consolidated Financial Statements of our Annual Report on Form 10-K for
fiscal year ended June 30, 1999, which are incorporated herein by
reference.
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Sales of equity securities during the reporting period that were not
registered under the Securities Act of 1933 consisted of the following:
On March 10, 2000 we issued 1,250 shares of our common stock
pursuant to the exercise of warrants. The issuance was made pursuant to
the exemption from registration provided by SEC Regulation D, in that (a)
the investor or its purchaser representative is reasonably believed to
have such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of the investment, (b)
the investor or its purchaser representative were provided with required
information and an opportunity to obtain additional information a
reasonable period of time prior to the transaction, and (c) the investor
or its purchaser representative were advised of the limitations on resale
of the common stock.
Subsequent to the end of the reporting period, on April 14, 2000 we
issued 555,556 shares of our common stock to accredited investors in a
private placement. The issuance was made pursuant to the exemption from
registration provided by SEC Regulation D.
ITEM 5. OTHER INFORMATION
Acquisition of Assets
Softgen International, Inc.
On October 29, 1999, the Company consummated the acquisition of
certain assets and assumed certain liabilities of Softgen International,
Inc. ("Softgen"), pursuant to a Sale and Purchase Agreement. The
consideration given for the acquisition was One Million One Hundred
Seventy-five Thousand (1,175,000) shares of the Company's par value $.10
common stock (the "Common Stock"), warrants to purchase One Million Fifty-
seven Thousand Five Hundred (1,057,500) shares of the Company's Common
Stock, exercisable at Three and NO/100 Dollars ($3.00) per share for
three (3) years (the "Warrants"), shares of uniView Softgen Corporation
("uniView Softgen"), plus other consideration. During the current
quarter ended March 31, 2000, certain adjustments were made to the
purchase price and corresponding allocation of purchase price as the
result of nonperformance by a former shareholder of Softgen and a more
detailed analysis of the assets and liabilities assumed in the
acquisition. After completion of the transaction, the Company owned 61%
and former shareholders of Softgen owned 39% of the issued and
outstanding common shares of uniView Softgen.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
Reference is made to the Exhibit Index beginning on page 14 of
this Form 10-Q for a list of all exhibits filed with and
incorporated by reference in this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the reporting period.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
uniView Technologies Corporation
(Registrant)
By: /s/ David M. Thomas
David M. Thomas
Vice President and Chief Financial Officer
(Principal Financial and Duly
Authorized Officer)
Date: May 12, 2000
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION
and Subsidiaries
EXHIBIT INDEX
Exhibit Description of Exhibits Sequential
Number Page Number
2.1 Sale and Purchase Agreement dated as of October 29, 1999,
between the Company and Softgen International, Inc., et
al., concerning the purchase of certain assets of Softgen
International, Inc. (filed as Exhibit "2.1" to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1999 and incorporated herein
by reference.) N/A
3(i) Articles of Incorporation of the Company, as amended (f
iled as Exhibit "4.1" to the Company's Registration
Statement on Form S-3 filed with the Commission on May 13,
1998 and incorporated herein by reference.) N/A
3(ii) Bylaws of the Company, as amended (filed as Exhibit "3(
ii)" to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1999 and incorporated herein by
reference.) N/A
4.1 Form of common stock Certificate of the Company (filed as
Exhibit "4.2" to the Company's annual report on Form 10-K
for the fiscal year ended June 30, 1994 and incorporated
herein by reference.) N/A
4.2 Series A Preferred Stock terms and conditions (filed as
Exhibit "4.3" to the Company's annual report on Form 10-K
for the fiscal year ended June 30, 1994 and incorporated
herein by reference.) N/A
4.3 Series H Preferred Stock terms and conditions (filed as
Exhibit "4.4" to the Company's Registration Statement on
Form S-3 originally filed with the Commission on June 20,
1996 and incorporated herein by reference.) N/A
4.4 Form of warrant issued in connection with the J.P. Carey
Agreement (filed as Exhibit "4.8" to the Company's
Registration Statement on Form S-3 filed with the
Commission on July 20, 1998 and incorporated herein by
reference.) N/A
4.5 Form of warrant issued in connection with Series 1998-A1
Preferred Stock (filed as Exhibit "4.7" to the Company's
Registration Statement on Form S-3 filed with the
Commission on July 20, 1998 and incorporated herein
by reference.) N/A
4.6 Series 1999-D1 Preferred Stock terms and conditions (filed
as Exhibit "4.6" to the Company's Registration Statement
on Form S-3 filed with the Commission on June 28, 1999 and
incorporated herein by reference.) N/A
<PAGE>
4.7 Form of Securities Purchase Agreement for 1999.1
Convertible Debenture (filed as Exhibit "4.9" to the
Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998 and incorporated herein by
reference.) N/A
4.8 Extension Agreement for Note and Security Agreement with
Geneva Reinsurance Company, Ltd. dated March 16, 1999
allowing conversion of the remaining principal balance of
the note into common stock (filed as Exhibit "4.17" to the
Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999 and incorporated herein by reference.) N/A
4.9 Form of Securities Purchase Agreement for private placement
to Founders Equity Group, Inc. (filed as Exhibit "4.9" to
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1999 and incorporated herein by
reference.) N/A
4.10 Form of Securities Purchase Agreement for private placement
to Bonanza Partners, Ltd. (filed as Exhibit "4.10" to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1999 and incorporated herein by
reference.) N/A
4.11 Form of warrant issued in connection with private placement
to Bonanza Partners, Ltd. (filed as Exhibit "4.11" to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1999 and incorporated herein by
reference.) N/A
4.12 Form of warrant issued in connection with acquisition of
certain assets of Softgen International, Inc. (filed as
Exhibit "4.12" to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended December 31, 1999 and
incorporated herein by reference.) N/A
4.13* Form of Securities Purchase Agreement for private placement
to LBI Group, Inc. 16
4.14* Form of warrant issued in connection with private placement
to LBI Group, Inc. 23
27* Financial Data Schedule (for EDGAR filing purposes only.) 29
__________________
* Filed herewith.
<PAGE>
</TABLE>
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."
Limitation on Selling. Notwithstanding any provision herein to the
contrary, none of the Common Shares may be sold, transferred or
assigned within the first six (6) months after the date of this
Agreement.
3. Registration Rights. The Company shall, as promptly as
practicable, but no later than sixty (60) days after the date of
execution of this Agreement, prepare and file with the Commission a
registration statement sufficient to permit the public offering and
sale of the Common Shares through the facilities of the Nasdaq Stock
Market, and will use its best reasonable efforts through its
officers, directors, auditors, and counsel to cause such
registration statement to become effective as promptly as
practicable thereafter. The registration statement filed by the
Company pursuant to this section may include securities sold by the
Company or on behalf of persons other than Investor.
4. Payment of Purchase Price. The Investor shall pay for the Common
Shares by wire transfer of funds into the following bank account on
or before close of business on March 29, 2000 (the "Closing Date").
Time is of the essence in this transaction.
<PAGE>
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.
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
<PAGE>
agreed to file a Registration Statement with the Securities and
Exchange Commission (the "SEC") with respect to the Common Shares at
the earliest practicable time. The Investor hereby agrees not to
sell or otherwise transfer the Common Shares until the Investor has
received notice from the Company that the Registration Statement has
been declared effective. Investor hereby agrees to exercise the
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.
<PAGE>
(g) Accredited Investor Status. The Investor is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D
under the Act and within the meaning of similar regulations under
state securities laws for the reasons indicated in the "Investor
Acknowledgments" accompanying this Agreement. If the Investor is an
individual, he or she is of majority age and his or her marital
status is as indicated in the "Investor Acknowledgments." If the
Investor is an entity, the person executing this Securities Purchase
Agreement on behalf of the Investor is of majority age.
7. Reliance on Representations and Warranties. The Investor
understands that the Company will rely on the representations and
warranties of the Investor herein in determining whether a sale of
the Common Shares to the Investor is in compliance with federal and
applicable state securities laws.
8. Updating Information. All of the information set forth herein
with respect to the Investor, including, without limitation, all of
the representations and warranties set forth in Paragraph 6 of this
agreement, is correct and complete as of the date hereof and, if
there should be any material change in such information prior to the
acceptance of this subscription by the Company, the Investor will
immediately furnish the revised or corrected information to the
Company.
9. Notices. Any notice or other communications required or permitted
hereunder shall be sufficiently given if in writing and sent by
registered or certified mail, postage prepaid, return receipt
requested, if to the Company at the address set forth on the first
page of this Subscription Agreement, and to Investor, at the address
set forth in Paragraph 12 of this Subscription Agreement, or, to
such other address as either the Company or the Investor shall
designate to the other by notice in writing in accordance with this
Paragraph 9.
10. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of Texas.
11. Representations and Warranties of the Company. The Company
represents and warrants to Investor as follows:
(a) The Company has legal capacity, power and authority to enter
into and perform this Agreement and to consummate the transaction
contemplated hereby.
(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
<PAGE>
consent, authorization or order of, or filing or registration with,
any court or governmental agency is required for the execution,
delivery and performance of this agreement.
(d) There is no litigation or proceeding or, to the best of the
Company's knowledge, threatened, against the Company which would
affect the validity or performance of this agreement.
(e) Upon consummation of the transaction contemplated hereby, the
Investor will own the Common Shares free and clear of all liens,
claims, charges and other encumbrances and the delivery of the
Common Shares to Investor pursuant to this agreement will transfer
legal and valid title thereto, free and clear of all liens, claims,
charges and other encumbrances.
(f) The Company will pay all transfer fees and expenses.
(g) The Common Shares when issued and delivered will be duly and
validly authorized and issued fully-paid and nonassessable and will
not subject the holders thereof to personal liability by reason of
being such holders. There are no preemptive rights of any
shareholder of the Company.
(h) The Company hereby agrees to indemnity and hold harmless the
Investor from and against any liability, damage, cost or expense
incurred as a result of breach by the Company of any representation,
warranty or covenant of the Company hereunder.
12. Signatures. The Investor declares under penalty of perjury that
the statements, representations and warranties contained herein and
in the following Investor Acknowledgments are true, correct and
complete and that this Securities Purchase Agreement was executed as
of ____________________, 2000.
INVESTOR: ($_______ million for ___________ shares @ $_________ per
share; and warrants to purchase ___________ shares @ $_________
per share, exercisable for five years.)
____________________ (Name) 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)
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)
<PAGE>
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)
IN WITNESS WHEREOF, the Investor has executed and delivered this
Investor Acknowledgment as of _______________________, 2000.
Official Signatory of Investor:
_____________________________ (Name)
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
<PAGE>
NOTICE OF EXERCISE
To: uniView Technologies Corporation (the "Company")
(1) The undersigned ("Holder") hereby elects to exercise its rights
to purchase __________________________ shares of the Common Stock of the
Company (the "Securities") pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price in full, together with
all applicable transfer taxes, if any
(2) Please issue a certificate or certificates representing the
Securities in the name of the undersigned Holder:
_______________________________
(Name)
_______________________________
(Address)
(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
<PAGE>
the Securities Exchange Act of 1934, as amended) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein.
(e) Holder further understands that at the time Holder wishes
to sell the Securities there may be no public market upon which to make
such a sale, and that, even if such a public market then exists the
Company may not be satisfying the current public information requirements
of Rule 144, and that, in such event, Holder could be precluded from
selling the Securities under Rule 144 even if the one-year minimum
holding period had been satisfied.
(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>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS AT March 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q FOR FISCAL QUARTER ENDED March 31, 2000.
</LEGEND>
<S> <C>
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<PERIOD-TYPE> 9-MOS
<CASH> 2,830,723
<SECURITIES> 0
<RECEIVABLES> 1,164,753
<ALLOWANCES> 6,872
<INVENTORY> 348,840
<CURRENT-ASSETS> 4,846,565
<PP&E> 5,952,873
<DEPRECIATION> 4,779,916
<TOTAL-ASSETS> 14,653,158
<CURRENT-LIABILITIES> 3,687,143
<BONDS> 0
0
30,722
<COMMON> 2,156,143
<OTHER-SE> 6,476,712
<TOTAL-LIABILITY-AND-EQUITY> 14,653,158
<SALES> 5,670,431
<TOTAL-REVENUES> 6,827,142
<CGS> 4,298,805
<TOTAL-COSTS> 4,783,804
<OTHER-EXPENSES> 9,667,083
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 302,342
<INCOME-PRETAX> (7,926,087)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,926,087)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,926,087)
<EPS-BASIC> (0.42)
<EPS-DILUTED> (0.42)
</TABLE>
