9
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. 4 )
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 is offset 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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
April __, 1998 to holders of record on April __, 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 Written Consent was filed with the Company
on or about January 29, 1998 . 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. 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 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 Owner(1) BeneficiallyOwned(2)(3) Ownership Insurance Subsidiary
of Class(3) 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
Lancer Partners, L.P. 2,076,667 14.1%
375 Park Ave., Suite 2006
New York, NY 10152
Lancer Offshore, Inc. 2,000,000 13.6%
Kaya Flamboyan 9
Curacao, Netherlands, Antilles
Officers and directors
as a group (5 people) 5,672,442(11) 73.8% 33.8%
(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 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 .
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, Quarterly Report on Form 10-QSB for the quarter
ended October 31, 1997, as amended, and Form 10-QSB for the quarter ended
January 31, 1998 are attached to this Information Statement and
incorporated by reference.
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 day of , 1998.
UNIVERSAL HEIGHTS, INC.
By:
Bradley I. Meier, President
(SEAL)
ATTEST:
By:
Irwin Kellner, Secretary
