As filed with the Securities and Exchange Commission on September 8, 1998
REGISTRATION NO. 333-58891
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
PRE-EFFECTIVE
AMENDMENT NO. 3
TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIVERSAL HEIGHTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 65-0231984
- ------------------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2875 N.E. 191st Street, Suite 400A, Miami, Florida 33180
(305) 792-4200
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Bradley I. Meier,
President & Chief Executive Officer
Universal Heights, Inc.
2875 N.E. 191st Street, Suite 400A, Miami, Florida 33180
(305) 792-4200
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(Name and address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Alan J. Berkeley, Esq.
Sidney R. Smith, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, DC 20036-1800
(202) 778-9050
Approximate date of commencement of proposed sale to the public: After this
Registration Statement becomes effective, in annual installments as the
underlying options are exercised and from time to time through sales in the open
market.
<PAGE>
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[-]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]-----
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]-----
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
[-]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class Amount To Maximum Maximum Amount of
of Securities To Be Be Offering Aggregate Registration
Registered Registered Price Per Offering Fee(1)
Share (1) Price(1)
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Common Stock, $0.01
value per share(2) 14,063,996 $1.36 $19,127,034 $5,642.48
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based
upon the average of the bid and asked prices of the common stock on the
National Association of Securities Dealers, Inc. Automated Quotation
System OTC Bulletin Board on July 8, 1998.
(2) Includes shares of Common Stock issuable in connection with warrants to
purchase Common Stock of Universal Heights, Inc. issued to Roger Tichenor,
Lee Meier, Fortress Financial Group, Ltd., Hermitage Capital Corp., Amanda
Bernardi, Gonzalo Mocorrea, Leroy Goldfarb and Stephen Guarino. Pursuant
to Rule 416, also includes such indeterminate number of additional shares
of Common Stock as may become issuable upon exercise of these warrants (a)
to prevent dilution resulting from stock splits, stock dividends or
similar transactions or (b) by reason or reductions in the exercise price
of the warrants in accordance with the terms thereof.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that the
registration statement shall thereafter become effective in accordance with
section 8(a) of the securities act of 1933 or until the registration
statement shall become effective on such date as the commission acting pursuant
to said section 8(a), may determine.
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PROSPECTUS
SUBJECT TO COMPLETION, September 8, 1998
14,063,996 SHARES
UNIVERSAL HEIGHTS, INC.
COMMON STOCK
All of the 14,063,996 shares ("Shares") of Common Stock, $0.01 par value
per share ("Common Stock"), that Universal Heights, Inc. (the "Company") is
seeking to register and can be offered hereby will be sold by certain selling
shareholders ("Selling Shareholders") described in this Prospectus. See "Selling
Shareholders" and "Plan of Distribution." In addition, a portion of the Shares
are issuable upon exercise of warrants held by certain Selling Shareholders (all
such warrants are collectively referred to as the "Warrants"). See "Selling
Shareholders" and "Plan of Distribution." The Company's Common Stock is traded
on the National Association of Securities Dealers, Inc. Automated Quotation
System ("Nasdaq") OTC Bulletin Board ("OTC Bulletin Board").(1) On July 6,
1998, the last reported sale price for the Common Stock on the OTC Bulletin
Board was $1.41 per share.
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. However, the Company will receive
proceeds from the exercise of the Warrants if the Warrants are exercised. The
Company will pay substantially all of the expenses with respect to the offering
and the sale of the Shares to the public, including the costs associated with
registering the Shares under the Securities Act of 1933, as amended ("Securities
Act"), and preparing and printing this Prospectus. Normal underwriting
commissions and broker fees, however, as well as any applicable transfer taxes,
are payable individually by the Selling Shareholders.
SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE PURCHASE OF
SECURITIES HEREUNDER.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________________
(1) The Company currently has an application pending with the American Stock
Exchange ("AMEX") to have the Company's Common Stock listed on the AMEX. In the
event that the Company's Common Stock is approved for listing on the AMEX, the
Shares will also be traded on the AMEX.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
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September , 1998
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AVAILABLE INFORMATION
This Prospectus, which constitutes a part of a Registration Statement on
Form S-3 ("Registration Statement") filed by the Company with the Securities and
Exchange Commission ("Commission") under the Securities Act, omits certain of
the information set forth in the Registration Statement. For further information
with respect to the Company and the Common Stock offered hereby, reference is
hereby made to such Registration Statement, and its exhibits and schedules.
Statements contained in this Prospectus regarding the contents of any contract
or other document are not necessarily complete; with respect to each such
contract or document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference. A copy of the Registration Statement, including the exhibits and
schedules thereto, may be inspected without charge at the public reference
facilities of the Commission described below, and copies of such material may be
obtained from such office upon payment of the fees prescribed by the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and the following regional offices of the
Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048; and Chicago Regional Office, Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of
prescribed rates. Furthermore, the Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The Company's Common Stock is currently quoted on the OTC Bulletin
Board.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company
(File No. 0-20848) with the Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-KSB for year ended April 30,
1997 filed August 13, 1997 and as amended on October 14, 1997, December 15,
1997, March 10, 1998 and March 30, 1998 ("Annual Report");
(2) The Company's Transition Report on Form 10-KSB for the period from May
1, 1997 to December 31, 1997 filed on June 8, 1998 and as amended on August 17,
1998;
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(3) The Company's Form 10-QSB for the quarter ended October 31, 1997 filed
on December 12, 1997 and as amended on April 7, 1998;
(4) The Company's Form 10-QSB for the quarter ended January 31, 1998 filed
on March 20, 1998 and as amended on May 22, 1998, June 2, 1998 and August 14,
1998;
(5) The Company's Form 10-QSB for the quarter ended March 31, 1998 filed
on May 5, 1998, and as amended on August 14, 1998;
(6) The Company's Form 10-QSB for the quarter ended June 30, 1998 filed on
August 13, 1998, and as amended on September 2, 1998;
(7) The Company's Current Report on Form 8-K filed with the Commission on
March 13, 1998;
(8) The Company's Information Statement on Schedule 14C filed on August
20, 1997, and as amended on August 27, 1997, October 21, 1997, January 9, 1998,
April 7, 1998, June 8, 1998 August 14, 1998, and September 4, 1998; and
(9) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on November 13,
1992 including any amendments or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 12, 13(a), 13(c) 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such reports and documents. Any statement contained in a
document incorporated by reference herein shall be deemed modified or superseded
for purposes of this Prospectus to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been or may be incorporated by reference
in this Prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Such requests
should be directed to Universal Heights, Inc., Attention: Bradley I. Meier,
President, 2875 N.E. 191st Street, Suite 400A, Miami, Florida 33180. Mr. Meier's
telephone number is (305) 792-4200.
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THE COMPANY
The Company was organized in 1990 to design and market novelty and
souvenir sports-related products. In 1997, the Company abandoned its
sports-related products business and decided to take advantage of what
management believes to be profitable business and growth opportunities in the
homeowners' insurance marketplace. In connection with such efforts, the Company
formed a wholly owned subsidiary, Universal Insurance Holding Company, which in
turn formed a wholly owned subsidiary, Universal Property & Casualty Insurance
Company ("UPCIC"), to participate in the transfer of homeowner insurance
policies from the Florida Residential Property and Casualty Joint Underwriting
Association ("JUA").(2)
The JUA was established in 1992 as a temporary measure to provide
insurance coverage for individuals who could not obtain coverage from private
carriers because of the impact on the private insurance market of Hurricane
Andrew in 1992. Rather than serving as a temporary source of emergency insurance
coverage as was originally intended, the JUA is a major provider of original and
renewal insurance coverage for Florida residents. The Florida legislature
approved a number of initiatives to reduce a number of policies in the JUA, and
thus the exposure of the program to liability. The Florida legislature approved,
and the Florida Department of Insurance ("DOI") implemented, the Market
Challenge/Takeout Bonus Program ("Takeout Program"), which provides additional
incentives to private insurance companies to acquire policies from the JUA.
The Takeout Program is attractive because it provides both substantial
regulatory and financial incentives to private insurer participants. On the
regulatory side, participants are exempt from regular assessments by the DOI for
the state's emergency insurance coverage programs for a period of three years.
On the financial side, Takeout Program participants also receive a bonus payment
based upon the number of policies taken out of the JUA portfolio.
On October 29, 1997, DOI approved the Company's application for a permit
to organize UPCIC as a domestic insurance company in the State of Florida. On
December 4, 1997, the Company raised approximately $6.72 million in a private
offering to various institutional and/or otherwise accredited investors pursuant
to which the Company issued, in the aggregate, 11,208,996 shares of its Common
Stock at a price of $.60 per share ("Private Offering"). The proceeds of the
Private Offering were used to meet the minimum regulatory capitalization
requirements ($5,300,000) required by the DOI to obtain an insurance company
license and for general working capital. The Company received on December 31,
1997 a license to engage in underwriting homeowners insurance in the State of
Florida.
The DOI requires applicants to have a minimum capitalization of $5.3
million to be eligible to operate as an insurance company in the State of
Florida. Upon being issued an insurance license, companies must maintain
capitalization of at least $4 million. If an insurance company's capitalization
falls below $4 million, then the company will be deemed out of compliance with
______________________
(2) The Company has another wholly owned subsidiary, Izano Sports Corporation,
L.L.C. ("Izano"), which is currently inactive. Izano was acquired in connection
with the Company's now-discontinued sports-related novelty and souvenir
business.
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DOI requirements, which could result in revocation of the participant's license
to operate as an insurance company in the State of Florida. The Company's
insurance subsidiary will maintain a separate account to hold the minimum
continued capitalization required.
UPCIC's initial business and operations consist of providing property and
casualty coverage through homeowners insurance policies acquired through the
JUA. In the future, UPCIC expects to explore the viability of offering
homeowners property and casualty insurance in Florida in the voluntary insurance
market through independent agents, as surplus permits. UPCIC expects to expand
its business as market conditions and opportunities permit. The earnings of
UPCIC from policy premiums are supplemented by the generation of investment
income from investment policies adopted by the Board of Directors of UPCIC.
UPCIC's principal investment goal is to maintain safety and liquidity, enhance
equity values and achieve an increased rate of return consistent with regulatory
requirements.
All marketing, underwriting, rating, policy issuance and administration
functions are performed for UPCIC by Universal P&C Management, Inc. ("Universal
Management"). Universal Management is a New York corporation and is a wholly
owned subsidiary of American European Group, Inc. ("AEG"), a Delaware insurance
holding company. Universal Management and AEG both maintain offices at 444
Madison Avenue, Suite 501, New York, New York 10022. Universal Management and
AEG both employ Joseph DeAlessandro as a senior officer and director. Mr.
DeAlessandro has over 40 years of experience in the insurance industry having
served as a senior executive with a number of insurance companies including
American International Group, Travelers Insurance Group and its subsidiary, Gulf
Insurance Company, and currently the American European Group of Companies.
Pursuant to an employment agreement, Mr. DeAlessandro is chairman and chief
executive officer of UPCIC.
Claims handling functions for UPCIC are principally administered by
independent claims adjustment firms licensed in Florida that are nationally
recognized claims adjusters and have catastrophe response capabilities. UPCIC
retains oversight of claims administration by imposing specified limits of
claims settlement authority and by conducting regular audits of claims
practices.
The Company intends to continue to devote its efforts to the business plan
for UPCIC. Since February 1998 UPCIC has assumed and is currently servicing over
29,000 policies from the JUA. UPCIC expects to solicit renewals of these
policies, which renewals would represent approximately $27,000,000 in estimated
annual gross direct written premium revenues. In addition, UPCIC received
approximately $89 per policy as a bonus incentive paid to UPCIC by the JUA for
assuming the policies, which UPCIC is required to maintain in an escrow account
for three years. UPCIC must maintain the policies from the JUA for the three
year period at which point UPCIC will receive the bonus money.
UPCIC believes in the short-term it will continue to be able to
obtain additional policies from the JUA and continue to receive incentive
bonuses. UPCIC currently has obtained approximately 29,000 policies from the JUA
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and the JUA has granted UPCIC approval to receive up to 30,000 policies. UPCIC
expects to obtain most, if not all, of the 30,000 policies for which it has been
granted approval to receive under the JUA program. UPCIC believes that this base
of insurance business will provide opportunities for UPCIC to solicit renewals
of premiums in future periods which, if obtained, would allow UPCIC to develop
its insurance business beyond the next twelve months. The renewal rate of
policies acquired by UPCIC is approximately 80%. Although there is no assurance
that customers will renew their policies at this rate, UPCIC plans to negotiate
with insurance agents that will write business in connection with the JUA
policies in an effort to obtain policy renewals. UPCIC also expects to establish
relationships with insurance agents outside of the JUA program to write new
business.
To continue to grow its insurance operations, UPCIC can also obtain
policies in the open market and, upon achieving certain additional
capitalization requirements, UPCIC may request permission from the JUA and the
DOI to increase the number of policies that UPCIC can obtain under the JUA
program. UPCIC recently commenced selling policies in the open market through
independent agents. In determining appropriate guidelines for such open market
policy sales, UPCIC plans to employ standards similar to those used by UPCIC
when selecting policies from the JUA. See "Risk Factors RELIANCE ON TAKEOUT
PROGRAM and COMPETITION" for a discussion of the material conditions and
uncertainties that may affect UPCIC's ability to obtain additional policies.
The Company's executive offices are located at 2875 N.E. 191st Street,
Suite 400A, Miami, Florida 33180. The Company's telephone number is (305)
792-4200.
RISK FACTORS
IN EVALUATING THE COMPANY AND ITS BUSINESS, PROSPECTIVE PURCHASERS OF THE SHARES
OFFERED HEREBY SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH BELOW, AS
WELL AS THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS, PRIOR TO MAKING AN
INVESTMENT. A NUMBER OF STATEMENTS CONTAINED IN THIS PROSPECTUS ARE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THE
APPLICABLE STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE BUT ARE NOT LIMITED
TO THE COSTS AND THE UNCERTAINTIES ASSOCIATED WITH THE RISK FACTORS SET FORTH
BELOW.
MANAGEMENT OF EXPOSURE TO CATASTROPHIC LOSSES
UPCIC is exposed to multiple insured losses arising out of a single
occurrence, such as a natural catastrophe. As with all property and casualty
insurers, UPCIC will incur some losses related to catastrophes and will price
its policies accordingly. UPCIC's exposure to catastrophic losses arises
principally out of hurricanes and windstorms. UPCIC manages its exposure to such
losses from an underwriting perspective by attempting to limit the accumulation
of known risks in exposed geographic areas. In addition, UPCIC protects itself
against the risk of catastrophic loss by obtaining reinsurance coverage for high
levels of damage. UPCIC's reinsurance program consists of excess of loss and
quota share reinsurance and catastrophe reinsurance.
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ADEQUACY OF RESERVE
The reserve for losses and loss adjustment expenses periodcially
established by UPCIC are estimates of amounts needed to pay reported and
unreported claims and related loss adjustment expenses. The estimates
necessarily are based on certain assumptions related to the ultimate cost to
settle such claims. There is an inherent degree of uncertainty involved in the
establishment of reserves for losses and loss adjustment expenses and there may
be substantial differences between actual losses and UPCIC's reserve estimates.
In the case of UPCIC, this uncertainty is compounded by UPCIC's absence of
historical claims experience. UPCIC relies on industry data and JUA data as well
as the expertise and experience of key individuals, referenced herein, in an
effort to establish accurate estimates and adequate reserves. Furthermore,
factors such as storms and weather conditions, inflation, claim settlement
patterns, legislative activity and litigation trends may have an impact on
UPCIC's future loss experience. Accordingly, there can be no assurance that
UPCIC's reserves will be adequate to cover ultimate loss developments. UPCIC's
profitability and financial condition could be adversely affected to the extent
that its reserves are inadequate.
GOVERNMENT REGULATION
Florida insurance companies are subject to regulation and supervision by
the DOI. Notwithstanding the three year regulatory relief available to UPCIC
under the Takeout Program, the DOI has broad regulatory, supervisory and
administrative powers. Such powers relate, among other things, to the granting
and revocation of licenses to transact business, the licensing of agents, the
standards of solvency to be met and maintained, the nature of and limitations on
investments, approval of policy forms and rates; periodic examination of the
affairs of insurance companies, and the form and content of required financial
statements. Such regulation and supervision are primarily for the benefit and
protection of policyholders and not for the benefit of investors.
In addition, the Florida legislature and the National Association of
Insurance Commissioners from time to time consider proposals that may effect,
among other things, regulatory assessments and reserve requirements. UPCIC
cannot predict the effect that any proposed or future legislation or regulatory
or administrative initiatives may have on the financial condition or operations
of UPCIC.
REINSURANCE
UPCIC relies on the use of reinsurance to limit the amount of risk
retained under its policies and to increase its ability to write additional
risks. UPCIC's intention is to limit its exposure and therefore protect its
capital, even in the event of catastrophic occurrences, through reinsurance
agreements that transfer the risk of loss in excess of $1 million. The property
and casualty reinsurance industry is subject to the same market conditions as
the direct property and casualty insurance market, and there can be no assurance
that reinsurance will be available to UPCIC to the same extent and at the same
cost as currently anticipated by UPCIC. Reinsurance does not legally discharge
an insurer from its primary liability for the full amount of the risks it
insures, although it does make the reinsurer liable to the primary insurer.
Therefore, UPCIC is subject to credit risk with respect to its reinsurers. A
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reinsurer's insolvency or inability to make payments under a reinsurance treaty
could have a material adverse affect on the financial condition and
profitability of UPCIC.
DEPENDENCE ON KEY INDIVIDUALS
UPCIC's operations are materially dependent upon the efforts of Universal
Management, whose key executives include Joseph P. DeAlessandro, Chairman and
Chief Executive Officer; David Asher, Senior Vice President and Chief
Underwriting Officer; Robert Thomas, Chief Financial Officer and Executive Vice
President; and Barry J. Goldstein, Senior Vice President.
In addition, UPCIC's operations depend in large part on the efforts of
Bradley I. Meier, who serves as President of UPCIC. Mr. Meier has also served as
President, Chief Executive Officer and Director of Universal Heights since its
inception in November 1990.
The loss of the services provided by Universal Management's key executives
or Mr. Meier could have a material adverse effect on UPCIC's operations.
RELIANCE ON TAKEOUT PROGRAM
All of UPCIC's initial revenues are derived from insurance policies
obtained through the JUA. Future profitability and growth are dependent upon
UPCIC's ability to renew the policies transferred from the JUA and to obtain
additional policyholders from the JUA or the voluntary insurance market. There
is no assurance that UPCIC will be able to retain the policyholders whose
policies it acquires from the JUA or that UPCIC will be able to attract
additional policyholders. The inability to retain and attract additional
policyholders could impair UPCIC's growth and future financial performance.
COMPETITION
The insurance industry is highly competitive and many companies currently
write homeowner property and casualty insurance. Additionally, UPCIC must
compete with companies that have greater capital resources and longer operating
histories for business both in the Takeout Program and the private insurance
market. Increased competition from other insurance companies could adversely
affect UPCIC's ability to do business profitably.
DISCONTINUED OPERATIONS
The Company was organized in 1990 to design and market licensed novelty
and souvenir products. In order to expand its product line, during fiscal 1996,
the Company acquired a private company engaged in the sale of patented, weighted
athletic gloves and also acquired substantially all the assets of another
private company engaged in the sale of pens with sports logos.
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During the fiscal year ended April 30, 1997, the Company ceased all
marketing efforts of its souvenir business and sports-related products and at
the time, estimated the loss on disposed of inventories and patents at
approximately $1,308,000. Subsequently, management's efforts were spent on
raising capital for its new insurance business and the Company was unable to
close out the inventory and patents for the expected realized amounts. In
February 1998, the Company determined that its efforts to commence and
coordinate the insurance activity would be more beneficial to the Company and
abandoned its efforts to pursue further recoveries of its former business.
Management disposed of its remaining sports-related products inventory at
closeout prices resulting in losses of an additional $280,000. Accordingly, all
remaining costs attributable to the disposition of inventory equal to $200,000
have been currently written-off and the Company has provided for additional
costs of approximately $158,000 related to its discontinued operations.
USE OF PROCEEDS
There will be no proceeds to the Company from the sale of the Shares by
the Selling Shareholders. Any proceeds of sales of Common Stock by the Selling
Shareholders will be retained by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders, the
number of shares of Common Stock beneficially owned by each Selling Shareholder
as of July 10, 1998, and the number of Shares that may be offered for sale
pursuant to this Prospectus by each such Selling Shareholder. Except as set
forth below, none of the Selling Shareholders has held any position, office or
other material relationship with the Company or any of its affiliates within the
past three years other than as a result of the transaction that resulted in its
ownership of shares of Common Stock. The Shares may be offered from time to time
by the Selling Shareholders named below. However, such Selling Shareholders are
under no obligation to sell all or any portion of such Shares, nor are the
Selling Shareholders obligated to sell any such Shares immediately pursuant to
this Registration Statement. Because the Selling Shareholders may sell all or
part of their Shares, no estimate can be given as to the number of shares of
Common Stock that will be held by any Selling Shareholder upon termination of
any offering made hereby.
Pursuant to Rule 416 under the Securities Act, Roger Tichenor and Lee
Meier may also offer and sell an indeterminate number of shares of Common Stock
that may become issuable upon exercise of their Warrants (described below)
(whether owned as of the date of this Prospectus or hereafter acquired) as a
result of anti-dilution provisions contained in the Warrants. Such additional
shares are not included in the following table.
COMMON STOCK
BENEFICIALLY OWNED
AFTER OFFERING(1)
SHARES OF COMMON COMMON PERCENT
NAME OF SELLING STOCK BENEFICIALLY STOCK NUMBER OF
SHAREHOLDER OWNED PRIOR TO OFFERED OUTSTANDING
OFFERING HEREBY
Rainer Marquart and 30,000 30,000(2) 0 0
Andrea Marquart, as
tenants by the entirety
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COMMON STOCK
BENEFICIALLY OWNED
AFTER OFFERING(1)
SHARES OF COMMON COMMON PERCENT
NAME OF SELLING STOCK BENEFICIALLY STOCK NUMBER OF
SHAREHOLDER OWNED PRIOR TO OFFERED OUTSTANDING
OFFERING HEREBY
Klaus Zapf and 15,000 15,000(2) 0 0
Barbel Zapf, as
tenants by the entirety
Mathias von Marcard 60,000 60,000(2) 0 0
Hans Knettenbrech 70,000 70,000(2) 0 0
Horst Bernges 70,000 70,000(2) 0 0
Reinhard Walter 30,000 30,000(2) 0 0
Helga Marienfeld 70,000 70,000(2) 0 0
Charlotte Lucas 35,000 35,000(2) 0 0
Wilhelm Mamerow and 15,000 15,000(2) 0 0
Gertrud Mamerow, as
tenants by the entirety
Siegfried Piehl 30,000 30,000(2) 0 0
Siegfried de Witt 30,000 30,000(2) 0 0
Gunter Hornung and 7,000 7,000(2) 0 0
Anita Hornung, as
tenants by the entirety
Kurt Kosse 7,000 7,000(2) 0 0
Ernst Fischer 15,000 15,000(2) 0 0
Gerhardt Goldschmitt and 15,000 15,000(2) 0 0
Hannelore Goldschmitt,
as tenants by the
entirety
Norbert Prickartz 20,000 20,000(2) 0 0
Joachim Lutz 15,000 15,000(2) 0 0
Manfred Schmitt 200,000 200,000(2) 0 0
Andrea Schmitt 130,000 130,000(2) 0 0
Bernd Thomas Herrmann 10,000 10,000(2) 0 0
Roland Schuster and 8,000 8,000(2) 0 0
Waltraud Schuster, as
tenants by the entirety
Ursula Decot 30,000 30,000(2) 0 0
Gunter Huls 38,000 38,000(2) 0 0
Thomas Leutz 50,000 50,000(2) 0 0
Lindemann Capital 500,000 500,000(2) 0 0
Partners, L.P.
Douglas Nagel 416,666 416,666(2) 0 0
Alis & Co. 375,000 375,000(2) 0 0
Joseph Giamanco 354,167 354,167(2) 0 0
Fred Stein 333,333 333,333(2) 0 0
Michael Lauer(5) 307,000 307,000(2) 0 0
Charles Marran 307,000 307,000(2) 0 0
Suncoast Capital Group, 250,000 250,000(2) 0 0
Ltd.
Nicholas Buoniconti 250,000 250,000(2) 0 0
Robert D. Hall 187,500 187,500(2) 0 0
Mallory Factor 166,666 166,666(2) 0 0
Windsor Partners 166,666 166,666(2) 0 0
11
<PAGE>
COMMON STOCK
BENEFICIALLY OWNED
AFTER OFFERING(1)
SHARES OF COMMON COMMON PERCENT
NAME OF SELLING STOCK BENEFICIALLY STOCK NUMBER OF
SHAREHOLDER OWNED PRIOR TO OFFERED OUTSTANDING
OFFERING HEREBY
Strome Susskind Hedgecap 150,000 150,000(2) 0 0
Fund, L.P.
Michael Pietrangelo 220,000 100,000(2) 120,000 *
Robert E. Goldschmidt 100,000 100,000(2) 0 0
Joseph P. DeAlessandro(3) 1,350,000 100,000(2) 1,250,000 8.5%
Joel M. Wilentz(4) 242,000 42,000(2) 200,000 1.3%
Richard Greene 41,666 41,666(2) 0 0
Matthew Klein 41,666 41,666(2) 0 0
Hyprom S.A. 500,000 500,000(2) 0 0
Ruth Lieberman 100,000 100,000(2) 0 0
Sawtooth Partners, L.P. 183,333 183,333(2) 0 0
Lancer Partners, L.P.(5) 2,076,667 2,076,667(2) 0 0
Lancer Offshore, Inc.(5) 2,000,000 2,000,000(2) 0 0
Lancer Voyager(5) 435,000 435,000(2) 0 0
Lynda R. Meier(6) 416,666 416,666(2) 0 0
Eric Meier(7) 250,000 250,000(2) 0 0
Martin H. Garvey 15,000 15,000(2) 0 0
Roger Tichenor 1,000,000 1,000,000(8) 0 0
Lee Meier(9) 1,000,000 1,000,000(8) 0 0
Fortress Financial 300,000 300,000(10) 0 0
Group, Ltd.
Hermitage Capital Corp. 170,000 170,000(11) 0 0
Amanda Bernardi 20,000 20,000(11) 0 0
Gonzalo Mocorrea 5,000 5,000(11) 0 0
Leroy Goldfarb 5,000 5,000(11) 0 0
Larry Martin 95,666 3,333(12) 92,333 *
John D. Walker 95,666 3,333(12) 92,333 *
Michael K. Reese and 1,112 1,112(12) 0 0
Mary K. Reese, as
tenants by the entirety
Michael J. Keane and 1,111 1,111(12) 0 0
Lisa C. Keane, as
tenants by the entirety
Richard D. Kriseman 1,111 1,111(12) 0 0
Stephen Guarino 500,000 400,000(13) 100,000 *
Sherman & Fischman, P.A. 169,000 45,000(14) 124,000 *
- ------------------------
* Less than 1%.
(1) Assumes the sale of all Shares.
12
<PAGE>
(2) Reflect shares issued in the Company's December 4, 1997 private placement
for the initial capitalization of UPCIC. The Company raised approximately $6.72
million through the private placement of an aggregate of 11,208,996 shares of
Common Stock, at a price of $0.60 per share, to certain accredited investors.
(3) Joseph P. DeAlessandro is chairman and chief executive officer of UPCIC,
which is a wholly owned subsidiary of Universal Insurance Holding Company, which
is a wholly owned subsidiary of the Company.
(4) Joel M. Wilentz is a Director of the Company.
(5) Consists of (i) 2,076,667 shares of Common Stock held by Lancer Partners LP,
(ii) 2,000,000 shares of Common Stock held by Lancer Offshore, Inc., (iii)
435,000 shares of Common Stock held by Lancer Voyager Fund (collectively
referred to herein as the "Lancer Entities") and (iv) 307,000 shares held by
Michael Lauer, a principal in each of the Lancer Entities. The Lancer Entities
and Mr. Lauer filed a Schedule 13D as a group with respect to their ownership of
Common Stock of the Company on June 5, 1998.
(6) Lynda R. Meier is the sister of the President and Chief Executive Officer of
the Company. Her shares are subject to voting proxy held in favor of Bradley
Meier.
(7) Eric Meier is the brother of the President and Chief Executive Officer of
the Company. His shares are subject to voting proxy held in favor of Bradley
Meier.
(8) Pursuant to a Business Consultant Agreement, dated February 14, 1997,
between Phoenix Capital, Inc. and the Company, the Company issued to Phoenix
Capital, Inc. Warrants to purchase 2,000,000 shares of the Company's Common
Stock in consideration for the consulting services of Phoenix Capital, Inc. Of
the Warrants to purchase 2,000,000 shares of the Company's Common Stock,
Warrants to purchase 1,000,000 shares of Common Stock are exercisable through
March 1, 2000, at a price of $0.75 per share; and Warrants to purchase 1,000,000
shares of Common Stock are exercisable through March 1, 2000, at a price of
$1.25 per share. Phoenix Capital, Inc. designated Roger Tichenor and Lee Meier
as the recipients of these Warrants. Each received 500,000 warrants to purchase
shares at an exercise price of $0.75 per share and 500,000 warrants to purchase
shares at an exercise price of $1.25 per share.
(9) Lee Meier is not related to Bradley I. Meier, Lynda R. Meier, or Eric Meier.
(10) On March 31, 1998, the Company provided Fortress Financial Group, Ltd. with
Warrants to purchase 300,000 shares of Common Stock exercisable within one year
at a price of $1.00 per share in connection with financial consulting and
investment banking services to be performed by Fortress Financial Group, Ltd.
13
<PAGE>
(11) Pursuant to a Financial Advisory and Investment Banking Agreement, dated
December 24, 1997, between Hermitage Capital Corp. and the Company, the Company
issued to Hermitage Capital Corp. or its designees, Warrants to purchase 200,000
shares of Common Stock exercisable through December 24, 2002, at a price of
$0.75 per share. Hermitage Capital Corp. designated Ms. Bernardi, Mr. Mocorrea
and Mr. Goldfarb as the recipients of 20,000, 5,000 and 5,000 warrants,
respectively, with the remaining 170,000 retained by Hermitage Capital Corp.
(12) Reflects shares issued by the Company pursuant to a Settlement Agreement
and Mutual Release dated April 15, 1998, by and among the Company, Larry Martin
and John D. Walker, former employees of the Company. As part of the settlement,
the Company agreed to issue an aggregate of 10,000 shares of Common Stock (3,333
shares to Mr. Walker; 3,333 shares to Mr. Martin; 1,112 shares to Mr. and Mrs.
Reese; 1,111 shares to Mr. and Mrs. Keane; and 1,111 shares to Mr. Kriseman).
The 10,000 shares are restricted until December 3, 1998.
(13) Issued pursuant to a Subscription Agreement dated April 24, 1997, under
which Mr. Guarino paid the Company $97,000 for 100,000 shares of the Company's
Common Stock; $1,000 for Warrants to purchase 100,000 shares of Common Stock at
an exercise price of $2.00 per share; $1,000 for Warrants to purchase 100,000
shares of Common Stock at an exercise price of $2.75 per share; and $1,000 for
Warrants to purchase 100,000 shares of Common Stock at an exercise price of
$3.50 per share. Each Warrant expires on April 30, 1999.
(14) On March 23, 1998, the Company issued to Sherman & Fischman, P.A. for legal
services rendered 45,000 shares of the Company's Common Stock.
PLAN OF DISTRIBUTION
The Shares are being offered on behalf of the Selling Shareholders, and
the Company will not receive any proceeds from this offering. See "Use of
Proceeds." The Shares may be sold or distributed from time to time by the
Selling Shareholders, or by pledgees, donees or transferees of, or other
successors in interest to, the Selling Shareholders, in accordance with
applicable securities laws of the state in which such distribution takes place.
Depending upon the state in which the transaction takes place, the Selling
Shareholder may distribute the Shares in one or more of the following ways: (i)
in solicited transactions through brokers, dealers or underwriters who may act
solely as agents or may acquire Shares as principals, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed; (ii) in
unsolicited brokers' transactions or (iii) in other ways not involving market
makers or established trading markets, including direct sales to purchasers or
sales effected through agents.
From time to time the Selling Shareholders may transfer, pledge, donate or
assign their Shares to lenders, family members and others and each of such
persons upon acquiring the Shares will be deemed to be a "Selling Stockholder"
for purposes of this Prospectus. The number of Shares beneficially owned by the
Selling Shareholders who so transfer, pledge, donate or assign Shares will
decrease as and when they take such actions. The plan of distribution for Shares
sold hereunder will otherwise remain unchanged, except that the transferees,
pledgees, donees or other successors will be Selling Shareholders hereunder.
14
<PAGE>
Brokers, dealers, underwriters or agents participating in the distribution
of the Shares as agents may receive compensation in the form of commissions,
discounts or concessions from the Selling Shareholders and/or purchasers of the
Shares for whom such broker-dealers may act as agent, or to whom they may sell
as principal, or both (which compensation as to a particular broker-dealer may
be less than or in excess of customary commissions). The Selling Shareholders
and any broker-dealers who act in connection with the sale of Shares hereunder
may be deemed to be "underwriters" within the meaning of the Securities Act, and
any commissions they receive and proceeds of any sale of Shares may be deemed to
be underwriting discounts and commissions under the Securities Act. Neither the
Company nor any Selling Stockholder can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between any Selling
Stockholder and any other stockholder, broker, dealer, underwriter or agent
relating to the sale or distribution of the Shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Company's Common Stock for a period
of one business day prior to the commencement of such distribution and ending
upon such person's completion of participation in the distribution, subject to
certain exceptions for passive market making transactions. In addition and
without limiting the foregoing, the Selling Shareholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Regulation M, which provisions may
limit the timing of purchases and sales of shares of Common Stock by the Selling
Shareholders.
At the time a particular offer of Shares is made, to the extent required,
a supplemental prospectus will be distributed that will set forth the number of
shares being offered and the terms of the offering including the name or names
of any underwriters, dealers or agents, the purchase price paid by an
underwriter for the Shares purchased from the Selling Shareholders and any
discounts, concessions or commissions allowed or reallowed or paid to dealers.
The Company will pay substantially all of the expenses incident to the
registration, offering and sale of the Shares to the public other than
commissions or discounts of underwriters, broker-dealers or agents and the
expenses of counsel to the Selling Shareholders. Such expenses are estimated to
be $32,893.54.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The Company is authorized to issue up to 20,000,000 shares of Common
Stock, $0.01 par value. The Company has filed an Information Statement on
Schedule 14C of the Exchange Act in connection with a proposed amendment to the
Company's Certificate of Incorporation to increase the Company's authorized
Common Stock from 20,000,000 to 40,000,000 shares.
The following summary of certain provisions of the Common Stock does not
purport to be complete and is subject to, and qualified in its entirety by, the
15
<PAGE>
provisions of the Company's Amended and Restated Certificate of Incorporation
and Bylaws, and by the provisions of applicable law.
COMMON STOCK
As of June 15, 1998, there were 14,667,604 shares of Common Stock
outstanding that were held of record by approximately 400 shareholders.
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of shareholders, including the election of
directors. The Common Stock does not have cumulative voting rights, which means
that the holders of a majority of the shares voting for election of directors
can elect all members of the Board of Directors. A majority vote is also
sufficient for other actions that require the vote or concurrence of
shareholders. Dividends may be paid to holders of Common Stock when and if
declared by the Board of Directors out of funds legally available for that
purpose. Upon liquidation or dissolution of the Company, holders of Common Stock
will be entitled to a pro rata share in the assets of the Company legally
available for distribution to shareholders.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is North
American Transfer Co., 147 W. Merrick Road, Freeport, New York 11520.
LEGAL MATTERS
The legality of shares of Common Stock offered hereby will be passed upon
for the Company by Kirkpatrick & Lockhart LLP.
EXPERTS
The financial statements incorporated by reference in this Registration
Statement have been audited by Millward & Co. CPAs, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said Firm as experts in giving said
report.
16
<PAGE>
==============================================================================
No dealer, salesperson or other person
has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus and, if
given or made, such information or
representations must not be relied
upon as having been authorized by the
Company. This Prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy to any
person in any jurisdiction in which
such offer or solicitation would be
unlawful or to any person to whom it
is unlawful. Neither the delivery of
this Prospectus nor any offer or sale
made hereunder shall, under any 14,063,996 SHARES
circumstances, create any implication
that there has been no change in the
affairs of the Company or that the
information contained herein is
correct as of any time subsequent to
the date hereof.
-----------------------
UNIVERSAL
TABLE OF CONTENTS HEIGHTS, INC.
PAGE
Available Information.................3
Incorporation Of Certain Documents
By Reference.....................3
The Company...........................4
Risk Factors..........................7
Use Of Proceeds......................10 COMMON STOCK
Selling Shareholders.................10
Plan Of Distribution.................14
Description Of Capital Stock.........15
Legal Matters........................16
Experts..............................16 ------------
PROSPECTUS
------------
September , 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses expected to be
incurred by the Company in connection with the sale and distribution of the
securities being registered hereby. All amounts are estimated except the
Securities and Exchange Commission registration fee.
SEC registration fee............................ $ 5,393.54
Listing fees.................................... 0.00
Accounting fees and expenses.................... 2,500.00
Legal fees and expenses......................... 25,000.00
Printing and engraving expenses................. 0.00
Miscellaneous fees and expenses................. 0.00
=============
Total..................................... $32,893.54
=============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, as amended ("DGCL"),
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
<PAGE>
fairly and reasonably entitled to indemnity for such expenses that the Court of
Chancery or such other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchases and redemptions) or
(iv) for any transaction from which the director derived an improper personal
benefit. Article Seven of the Company's Amended and Restated Certificate of
Incorporation ("Certificate") contains a provision that so eliminates the
personal liability of the Company's directors.
ITEM 16. EXHIBITS.
The exhibits listed in the Exhibit Index are filed as part of or
incorporated by reference in this Registration Statement:
EXHIBIT NO. DESCRIPTION
5 Opinion of Kirkpatrick & Lockhart LLP*
23.1 Consent of Millward & Co. CPAs, Independent Public Accountants*
23.2 Consent of Kirkpatrick & Lockhart LLP (Contained in Exhibit 5.)*
24 Power of Attorney. (See Page II-4.) *
* Previously filed
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
<PAGE>
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Miami, State of Florida, on this 8th day of September,
1998.
UNIVERSAL HEIGHTS, INC.
By: /s/ Bradley I. Meier
-----------------------------
Name: Bradley I. Meier
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement has been signed by the
following persons or their designated attorney-in-fact in the capacities and on
the dates indicated.
NAME TITLE DATE
/s/ Bradley I. Meier
- -------------------- President, Chief September 8, 1998
Bradley I. Meier Executive Officer
(Principal Executive
Officer) and Director
/s/ James M. Lynch
- --------------------
James M. Lynch Chief Financial Officer September 8, 1998
/s/ Bradley I. Meier*
- --------------------
Norman M. Meier Director September 8, 1998
/s/ Bradley I. Meier* Director September 8, 1998
- --------------------
Irwin I. Kellner
/s/ Bradley I. Meier* Director September 8, 1998
- --------------------
Reed J. Slogoff
/s/ Bradley I. Meier* Director September 8, 1998
- --------------------
Joel M. Wilentz
*by /s/ Bradley I. Meier
--------------------
Bradley I. Meier
Attorney-in-fact
