1
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 1
4(c) of the Securities Exchange Actof 1934 (Amendment No. 3)
Check the appropriate box:
[ X ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
UNIVERSAL HEIGHTS, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ X ] No Fee Required
[ ] Fee computed on table below per Exchange Act
Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which
transaction applies: Common Stock, par value
$.01 per share
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value
of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state
how it was determined):
Not Applicable
4) Proposed maximum aggregate value of transaction:
Not Applicable
5) Total fee paid:
None; no fee required
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee isoffset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting
fee was paid previously. Identify the previous
filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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PRELIMINARY COPY
UNIVERSAL HEIGHTS, INC.
19589 N.E. 10th Avenue
Miami, Florida 33179
INFORMATION STATEMENT
Pursuant to Regulation 14C
Promulgated Under the Securities Exchange
Act of 1934, as amended
This Information Statement, which is being mailed on or about
January ___, 1998 to holders of record on January ___, 1998 of
shares of the common stock, par value $.01 per share (the "Common
Stock") of Universal Heights, Inc., a Delaware corporation (the
"Company"), is being furnished in connection with the proposed
adoption of a Certificate of Amendment to the Company's Amended
and Restated Certificate of Incorporation (the "Amendment") pursuant
to the written consent of the holders of a majority of the Company's
outstanding Common Stock, Series A Preferred Stock and Series M
Convertible Preferred Stock (which Series A and Series M Convertible
Preferred Stock (the "Series M Preferred Stock" ), collectively
referred to as the "Preferred Stock," is held by members of current
management and a person related thereto). See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT and footnote nos. 3, 4, 5
and 9 thereto."
On August 18, 1997, the Board of Directors of the Company approved
and recommended that the Company's Amended and Restated Certificate of
Incorporation be amended to increase the number of authorized shares of
Common Stock from 20,000,000 to 40,000,000. On December 2 , 1997 (the
"Record Date"), the holders of more than a majority of the issued and
outstanding shares of Common Stock and Preferred Stock executed a
Written Consent to Corporate Action (the "Written Consent") pursuant
to which such holders approved the Amendment. Such approval by the
Board of Directors and by the holders of a majority of the issued and
outstanding shares of Common Stock and Preferred Stock is adequate
under Delaware law to cause the Amendment to be effected. The Amendment
will become effective upon the filing with the Company of the Written
Consent and the filing of the Amendment with the Secretary of State
of Delaware. The Company anticipates that the filing of the Written
Consent with the Company will occur on or about January ____, 1998
(the record date for determining those stockholders entitled to
notice of corporate action) following which the Company will prepare
and file the Amendment with the Secretary of State of Delaware.
In accordance with applicable law, the Company is mailing this
Information Statement to Company stockholders entitled to notice
at least twenty (20) calendar days prior to the date the Amendment
is to be filed with the Secretary of State in Delaware.
This Information Statement is being provided for informational
purposes only. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
OUTSTANDING STOCK AND VOTING RIGHTS
As of the Record Date, there were 3,425,588 shares of
Common Stock, 49,250 shares of Series A Preferred Stock and 88,690
shares of Series M Preferred Stock (collectively, the "Preferred Stock")
issued and outstanding, respectively. Each share of Common Stock
and Preferred Stock entitles its holder to one vote.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership
of Common Stock as of the Record Date and giving effect to
the planned issuance of Common Stock in connection with the
Company's insurance subsidiary financing (as described herein
following the footnotes below) of: (i) each of the Company's
officers and directors, (ii) each person who is known by the
Company to own beneficially more than 5% of the outstanding
shares of Common Stock, and (iii) all of the Company's officers
and directors as a group:
Percentage Ownership of
Name and Address of Number of Shares Percentage Class Giving Effect to
Beneficial Beneficially Ownership Insurance Subsidiary
Owner (1) Owned(2) (3) of Class (3) Insurance Subsidiary
Financing(3) (*)
Bradley I. Meier 3,406,818(4) 58.0% 19.9%
Norman M. Meier 1,965,624(5) 39.8% 12.1%
Irwin L. Kellner 100,000(6) 2.8% 0.6%
Reed J. Slogoff 100,000(7) 2.8% 0.6%
Joel M. Wilentz 100,000(8) 2.8% 0.6%
Phylis R. Meier 996,426(9) 25.9% 6.5%
Belmer Partners 271,701(10) 7.8% 1.8%
Shephard Lane, Esq. 214,142 6.0% 1.4%
Slatt & Lane
600 Third Avenue
New York, NY 10016
Officers and directors
as a group(5 people) 5,672,442(11) 73.8% 30.0%
(1) Each person's address is c/o the Company, 19589 N.E.
10th Avenue, Miami, Florida 33179, unless otherwise noted.
(2) Unless otherwise indicated, the Company believes that
all persons named in the table have sole voting and
investment power with respect to the shares of Common Stock
beneficially owned by them.
(3) A person is deemed to be the beneficial owner of
Common Stock that can be acquired by such person within
60 days of the date hereof upon the exercise of warrants
or stock options or conversion of Series A and Series M
Preferred Stock or convertible debt. Except as otherwise
specified, each beneficial owner's percentage ownership is
determined by assuming that warrants, stock options,
Series A and Series M Preferred Stock and convertible
debt that is held by such person (but not those held by any
other person) and that are exercisable within 60 days from
the date hereof, have been exercised or converted.
* See discussion following footnotes concerning the
Company's insurance subsidiary financing.
(4) Consists of (i) (a) 962,829 shares of Common Stock, (b) options
to purchase 1,875 shares of Common Stock at an exercise
price of $9.00, options to purchase 1,875 shares of Common
Stock at an exercise price of $12.50, ten-year options to
purchase 90,000 shares at an exercise price of $2.88 as to 45,000
shares and $3.88 as to the remaining 45,000 shares granted
pursuant to Mr. Meier's employment agreement, options to
purchase 90,000 shares at an exercise price of $1.13
per share and options to purchase 500,000 shares at $1.25
per share, (c) warrants to purchase 15,429 shares of Common
Stock at an exercise price of $1.75, warrants to
purchase 339,959 shares at an exercise price of $3.00 per
share, warrants to purchase 82,000 shares of Common Stock
at $1.00 and warrants to purchase 131,700 shares of Common
Stock at a price of $.75 per share, (d) 169,450 shares of
Common Stock issuable upon conversion of Series M Preferred
Stock, (e) options to purchase 250,000 shares of Common Stock
at $1.06 per share which vested on November 2, 1997, (f) options to
purchase 500,000 shares of Common Stock at $1.06 per share which
vested on May 1, 1997 granted pursuant to Mr. Meier's
new employment agreement and (ii) an aggregate of
271,701 shares of Common Stock (including shares of Common Stock
issuable upon exercise of warrants and conversion
of Series A and Series M Preferred Stock) beneficially owned
by Belmer Partners, a Florida general partnership ("Belmer"),
of which Mr. Meier is a general partner. Excludes unvested
options to purchase 1,000,000 shares of Common Stock at $1.06
per share granted pursuant to Mr. Meier's new employment
agreement. Also excludes all securities owned by Norman Meier
and Phylis Meier, Mr. Meier's father and mother, respectively.
Mr. Meier is the President, Chief Executive Officer and a
Director of the Company.
(5) Consists of (i) (a) 457,371 shares of Common Stock,
(b) options to purchase 3,750 shares of Common Stock at an
exercise price of $12.50 per share, and options to purchase
3,750 shares of Common Stock at an exercise price of $9.00
per share and options to purchase 250,000 shares of Common Stock at
an exercise price of $1.25, (c) warrants to purchase 3,082
shares of Common Stock at an exercise price of $22.00 per
share, warrants to purchase 2,494 shares of Common
Stock at an exercise price of $4.25 per share, warrants to
purchase 28,538 shares of Common Stock at an exercise price of
$1.50 per share, warrants to purchase 120,000 shares
of Common Stock at an exercise price of $3.00 and warrants
to purchase 110,000 shares of Common Stock at an exercise
price of $1.00, (d) 214,938 shares of Common Stock
issuable upon conversion of Series A and Series M Preferred
Stock owned by such person, (e) options to purchase 500,000
shares of Common Stock at $1.06 per share which vested on
November 2, 1997, and (ii) an aggregate of 271,701 shares
of Common Stock (including shares of Common Stock issuable
upon exercise of warrants and conversion of Series A and
Series M Preferred Stock) beneficially owned by Belmer, of
which Mr. Meier is a general partner. Excludes all securities
owned by Bradley Meier or Phylis Meier. Mr. Meier is a
Director of the Company, the father of Bradley Meier, the President
of the Company and the former spouse of Phylis Meier.
(6) Consists of options to purchase 100,000 shares of
Common Stock at an exercise price of $1.00 per share.
Dr. Kellner is a director of the Company.
(7) Consists of options to purchase 100,000 shares of
Common Stock at $1.00 per share. Mr. Slogoff is a director
of the Company.
(8) Consists of options to purchase 100,000 shares of
Common stock at $1.00 per share. Mr. Wilentz is a
director of the Company.
(9) Consist of (i) 333,792 shares of Common Stock, (b)
2,880 shares of Common Stock issuable upon conversion
of related party debt, (c) warrants to purchase 354,115 shares
of Common Stock, and (d) 33,938 shares of Common Stock issuable
upon conversion Series A and Series M Preferred Stock owned by Ms.
Meier, and (ii) an aggregate of 271,701 shares of Common Stock
(including shares of Common Stock issuable upon exercise of
warrants and conversion of Series A and Series M Preferred Stock)
beneficially owned by Belmer. Excludes all securities owned by
Bradley Meier and Norman Meier, the son and former spouse of Ms. Meier,
respectively. Ms. Meier is managing general partner of Belmer.
(10) Consists of (a) 54,533 shares of Common Stock, (b) 67,168 shares
of Common Stock issuable upon exercise of warrants and (c) 150,000
shares of Common Stock issuable upon conversion of Series A and
Series M Preferred Stock. Belmer Partners is a Florida
general partnership in which Phylis R. Meier is managing general
partner and Bradley I. Meier and Norman M. Meier are general partners.
(11) See footnotes (1) - (8) above.
AMENDMENT OF THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
FROM 20,000,000 TO 40,000,000
The Company proposes to increase its authorized
Common Stock from 20,000,000 shares to 40,000,000 shares.
The par value of the Common Stock will remain at $.01 per share.
The Board of Directors believes that an amendment to its
Amended and Restated Certificate of Incorporation to accomplish
this purpose is in the best interests of the Company and its
shareholders so as to have issuable additional authorized
but unissued shares of Common Stock in an amount adequate to
provide for the future needs of the Company. The additional shares
will be available for issuance from time to time by the Company
at the discretion of the Board of Directors, normally without
further shareholder action or notification (except as may be
required for a particular transaction by applicable law,
requirements of regulatory agencies or by stock exchange rules),
for any proper corporate purpose including, but not limited to, future
acquisitions of property or securities of other corporations, stock
dividends, stock splits, equity and convertible debt financings.
The Company has no current plans to make an acquisition of property
or securities of another corporation or to engage in a merger,
exchange, combination or other similar transaction other than the
insurance subsidiary financing discussed below.
Such additional shares will also be available for: (a) the
possible exercise of shares of Common Stock underlying previously
issued and currently outstanding (1) Common Stock Purchase Warrants
which are currently "out of the money" and (2) stock options issued to
certain members of management and others which options by their terms
have not yet vested and/or are "out of the money"; and (b) the possible
conversion of previously issued and outstanding shares of Series A and
Series M Preferred Stock into shares of the Company's Common Stock
(such Common Stock Purchase Warrants, stock options, and Series A and
Series M Preferred Stock are collectively referred to as the
"Convertible Securities"), which Convertible Securities relate to
approximately 10,000,000 underlying shares of Common Stock.
The Company has recently completed a private placement equity
financing for $6.72 million with various institutional and/or otherwise
accredited investors for its recently formed subsidiary, Universal
Property & Casualty Insurance Company. Such proceeds are being
utilized to meet minimum regulatory capitalization requirements
($5,300,000) required by the Florida Department of Insurance to obtain
an insurance company license to engage in the type of homeowners insurance
company business which is planned and for general working capital
purposes. Pursuant to such financing, the Company is issuing 11,208,996
shares of the Company's restricted Common Stock at $.60 per share.
While such financing and the number of shares of the Company's Common
Stock to be issued pursuant thereto may constitute in a change of control
(defined to mean the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by
contract or otherwise) of the Company, prior to any shareholders
meeting, current management will be in a position to exercise
defacto control over the affairs of the Company. Management is not
aware of any voting arrangements or understandings by or among the
investors who have invested, all of whom are, to management's knowledge,
unaffiliated. However, the new investors in such financing will
collectively possess voting control.
No shareholder will have statutory preemptive rights regarding
any future issuance of any shares of Common Stock.
The complete text of the proposed Amendment to the Company's
Amended and Restated Certificate of Incorporation is set forth as
Exhibit A to this Information Statement.
The Company's Annual Report on Form 10-KSB for the fiscal year
ended April 30, 1997, as amended, Quarterly Report on Form 10-QSB for the
quarter ended July 31, 1997, as amended, and Quarterly Report on Form
10-QSB for the quarter ended October 31, 1997 are attached to this
Information Statement.
BY ORDER OF THE BOARD
OF DIRECTORS
Bradley Meier, President
Irwin Kellner, Secretary
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
UNIVERSAL HEIGHTS, INC.
Universal Heights, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by the
unanimous written consent of its members and filed with the minutes of the
Corporation, adopted a resolution proposing and declaring advisable
the following amendment to the Amended and Restated Certificate of
Incorporation of the Corporation:
RESOLVED, that the Corporation shall amend its Amended and Restated
Certificate of Incorporation by deleting in its entirety paragraph
(a) and subparagraphs (i) and (ii) thereunder of ARTICLE IV and
inserting in its place the following:
ARTICLE IV
(a) The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 41,000,000
shares, of which:
(i) 40,000,000 shares shall be designated as Common Stock,
having a par value of $.01 per share (the "Common
Stock"); and
(ii) 1,000,000 shares shall be designated as Preferred
Stock, having a par value of $.01 per share.
All other provisions of Article IV of the Corporation's Amended
and Restated Certificate of Incorporation and all other provisions of the
Corporation's Amended and Restated Certificate of Incorporation shall
remain unchanged and in full force and effect.
SECOND: That in lieu of a meeting and vote of stockholders,
the holders of outstanding shares of Common Stock having not less than
the minimum number of votes which would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote
thereon were present and voted have given their written consent to
said amendment in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted
in accordance with the applicable provisions of Section 242 and
Section 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Bradley I. Meier, its President, and
attested by Irwin Kellner, its Secretary this 18th day of August, 1997.
UNIVERSAL HEIGHTS, INC.
By:
Bradley I. Meier, President
(SEAL)
ATTEST:
By:
Irwin Kellner, Secretary
