As filed with the Securities and Exchange Commission on July 10, 1998
REGISTRATION NO. 333-51546
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
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 No.)
incorporation or organization)
2875 N.E. 191st Street, Suite 400A, Miami, Florida 33180
(305) 792-4200
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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.
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]
<PAGE>
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
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount To Be Offering Price Per Aggregate Offering Amount of
Securities To Be Registered Registered Share (1) Price(1) Registration Fee(1)
- ------------------------------- ------------------- --------------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 value
per share(2) 14,063,996 $1.36 $19,127,034 $5,642.48
- ------------------------------- ------------------- --------------------- ---------------------- --------------------
</TABLE>
(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, ___________, 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 of the 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.
- ------------------
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>
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.
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.
---------------------------------------
July 10, 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 the fiscal year
ended April 30, 1997, as amended ("Annual Report");
(2) The Company's Transition Report on Form 10-KSB for the period from
May 1, 1997 to December 31, 1997;
(3) The Company's Form 10-QSB for the quarter ended October 31, 1997,
as amended;
(4) The Company's Form 10-QSB for the quarter ended January 31, 1998,
as amended;
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(5) The Company's Form 10-QSB for the quarter ended March 31, 1998;
(6) The Company's Current Report on Form 8-K filed with the Commission
on March 13, 1998;
(7) The Company's Information Statement on Schedule 14C, as amended;
and
(8) 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.
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/
- ------------
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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<PAGE>
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 has
approved a number of initiatives to reduce the 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 Florida Department of Insurance 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 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 consists 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 will be to maintain safety and liquidity,
enhance equity values and achieve an increased rate of return consistent with
regulatory requirements.
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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 the Company has assumed and is currently
servicing approximately 28,000 policies from the JUA. The Company expects to
solicit renewals of these policies, which renewals would represent approximately
$26,000,000 in estimated annual gross direct written premium revenues. In
addition, the Company received approximately $89 per policy in bonus incentive
paid to the Company by the JUA for assuming the policies, which it is required
to maintain in escrow for three years. The Company must maintain the policies
from the JUA for the three year period at which point the Company will receive
the bonus money.
The Company believes in the short-term it will continue to be able to
obtain additional policies from the JUA and continue to receive incentive
bonuses. The Company currently has obtained approximately 28,000 policies from
the JUA and the JUA has granted the Company approval to receive up to 30,000
policies. The Company 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. The
Company believes that this base of insurance business will provide opportunities
for the Company to solicit renewals of premiums in future periods which, if
obtained, would allow the Company to develop its insurance business beyond the
next twelve months. Although there is no assurance that customers will renew
their policies, the Company plans to negotiate with insurance agents that will
write business in connection with the JUA policies in an effort to obtain policy
renewals. The company also expects to establish relationships with insurance
agents outside of the JUA program to write new business.
To continue to grow its insurance operations, the Company can also
obtain policies in the open market and, upon achieving certain additional
capitalization requirements, the Company may request permission from the JUA and
the DOI to increase the number of policies that the Company can obtain under the
JUA program. To date the Company has not sold policies in the open market;
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however, the Company expects to do so beginning in July 1998. In determining
appropriate guidelines for such open market policy sales, the Company plans to
employ standards similar to those used by the Company 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 the
Company'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 expects to 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 periodically
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.
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
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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.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED AFTER
SHARES OF COMMON STOCK COMMON STOCK AFTER OFFERING(1)
BENEFICIALLY OWNED PRIOR COMMON STOCK PERCENT OF
NAME OF SELLING SHAREHOLDER TO OFFERING OFFERED HEREBY NUMBER OUTSTANDING
--------------------------- ----------- -------------- ------ --------------
<S> <C> <C> <C> <C>
Rainer Marquart and Andrea Marquart, 30,000 30,000(2) 0 0
as tenants by the entirety
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COMMON STOCK
BENEFICIALLY
OWNED AFTER
SHARES OF COMMON STOCK COMMON STOCK AFTER OFFERING(1)
BENEFICIALLY OWNED PRIOR COMMON STOCK PERCENT OF
NAME OF SELLING SHAREHOLDER TO OFFERING OFFERED HEREBY NUMBER OUTSTANDING
--------------------------- ----------- -------------- ------ --------------
Klaus Zapf and Barbel Zapf, as 15,000 15,000(2) 0 0
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 Gertrud Mamerow, 15,000 15,000(2) 0 0
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 Anita 7,000 7,000(2) 0 0
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 Hannelore 15,000 15,000(2) 0 0
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 Waltraud 8,000 8,000(2) 0 0
Schuster, as tenants by the entirety
Ursula Decot 30,000 30,000(2) 0 0
11
<PAGE>
COMMON STOCK
BENEFICIALLY
OWNED AFTER
SHARES OF COMMON STOCK COMMON STOCK AFTER OFFERING(1)
BENEFICIALLY OWNED PRIOR COMMON STOCK PERCENT OF
NAME OF SELLING SHAREHOLDER TO OFFERING OFFERED HEREBY NUMBER OUTSTANDING
--------------------------- ----------- -------------- ------ --------------
Gunter Huls 38,000 38,000(2) 0 0
Thomas Leutz 50,000 50,000(2) 0 0
Lindemann Capital Partners, L.P. 500,000 500,000(2) 0 0
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, Ltd. 250,000 250,000(2) 0 0
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
Strome Susskind Hedgecap Fund, L.P. 150,000 150,000(2) 0 0
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
12
<PAGE>
COMMON STOCK
BENEFICIALLY
OWNED AFTER
SHARES OF COMMON STOCK COMMON STOCK AFTER OFFERING(1)
BENEFICIALLY OWNED PRIOR COMMON STOCK PERCENT OF
NAME OF SELLING SHAREHOLDER TO OFFERING OFFERED HEREBY NUMBER OUTSTANDING
--------------------------- ----------- -------------- ------ --------------
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 Group, Ltd. 300,000 300,000(10) 0 0
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 Mary K. Reese, 1,112 1,112(12) 0 0
as tenants by the entirety
Michael J. Keane and Lisa C. Keane, 1,111 1,111(12) 0 0
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%.
</TABLE>
13
<PAGE>
(1) Assumes the sale of all Shares.
(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.
(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
14
<PAGE>
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.
Brokers, dealers, underwriters or agents participating in the
distribution of the Shares as agents may receive compensation in the form of
15
<PAGE>
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,
16
<PAGE>
the 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.
17
<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 14,063,996 SHARES
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 UNIVERSAL
any person to whom it is unlawful. Neither HEIGHTS, INC.
the delivery of this Prospectus nor any offer
or sale made hereunder shall, under any
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.
-----------------------
TABLE OF CONTENTS COMMON STOCK
PAGE
----
Available Information.......................3
Incorporation Of Certain
Documents By Reference....................3
The Company.................................4
Risk Factors................................7
Use Of Proceeds............................10 __________
Selling Shareholders.......................10
Plan Of Distribution.......................15 PROSPECTUS
Description Of Capital Stock...............16 __________
Legal Matters..............................17
Experts ..................................17
July 10, 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 fairly and reasonably entitled to indemnity for such
expenses that the Court of Chancery or such other court shall deem proper.
<PAGE>
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.)
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
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
<PAGE>
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 July,
1998.
UNIVERSAL HEIGHTS, INC.
By: /s/ Bradley I. Meier
------------------------------
Bradley I. Meier
President, Chief Executive Officer
(Principal Executive Officer)
and Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint jointly and severally, Bradley
I. Meier, as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement
filed herewith and any and all amendments to said Registration Statement
(including post-effective amendments and registration statements filed pursuant
to Rule 462 and otherwise), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Bradley I. Meier
- ---------------------
Bradley I. Meier President, Chief Executive July 9, 1998
Officer (Principal Executive
Officer) and Director
/s/ Norman M. Meier
- ---------------------
Norman M. Meier Director July 9, 1998
/s/ Irwin I. Kellner
- ---------------------
Irwin I. Kellner Director July 9, 1998
/s/ Reed J. Slogoff
- ---------------------
Reed J. Slogoff Director July 9, 1998
/s/ Joel M. Wilentz
- ---------------------
Joel M. Wilentz Director July 9, 1998
[KIRKPATRICK & LOCKHART LLP]
Exhibits 5 and 23
July 10, 1998
Universal Heights, Inc.
2875 N.E. 191st Street, Suite 400A
Miami, Florida 33180
Re: Universal Heights, Inc.
Registration Statement on Form S-3
Registration Number 33-51546
Ladies and Gentlemen:
This firm is securities counsel to Universal Heights, Inc., a Delaware
corporation ("Corporation"). This opinion has been requested by the Corporation
in connection with the filing of the above-captioned Registration Statement on
Form S-3, Registration Number 33-51546 ("Registration Statement"), under the
Securities Act of 1933, as amended, relating to the resale of 14,063,996 shares
of Common Stock, $0.01 par value per share ("Common Stock"), of the Corporation
by certain selling shareholders as described in the prospectus ("Prospectus") to
the Registration Statement. A portion of the shares may be sold by certain of
the selling shareholders upon exercise of warrants held by such selling
shareholders.
We have examined copies of the Registration Statement, the Prospectus
forming a part thereof, the Certificate of Incorporation and Bylaws of the
Corporation, each as amended to date, the minutes of various meetings and
unanimous written consents of the Board of Directors and the shareholders of the
Corporation, and original, reproduced or certified copies of such records of the
Corporation and such agreements, certificates of public officials, certificates
of officers and representatives of the Corporation and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinions hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the conformity to original
documents of all documents supplied to us as copies. As to various questions of
fact material to such opinions, we have relied upon statements and certificates
of officers and representatives of the Corporation and others.
Based on the foregoing, we are of the opinion that the 14,063,996
shares of Common Stock, when issued, were duly and validly issued, fully paid
and nonassessable.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
-------------------------------
KIRKPATRICK & LOCKHART LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under caption "Experts" in the
Registration Statement (Form S-3 No. 333-00000) for the registration of
14,063,996 shares of common stock and to the incorporation herein of our report
dated March 6, 1998, with respect to the financial statements of Universal
Heights, Inc. included in its Annual Report (Form 10-KSB) for the period ended
December 31, 1997.
/s/ Millward & Co. CPAs
----------------------------
Fort Lauderdale
June 19, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNIVERSAL
HEIGHTS, INC. AND SUBSIDIARY FORM 10-QSB FOR THE EIGHT MONTHS DECEMBER 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> DEC-01-1998
<CASH> 6,472,418
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 128,494
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,631,778
<CURRENT-LIABILITIES> 1,721,638
<BONDS> 0
0
1,387
<COMMON> 146,326
<OTHER-SE> 4,762,427
<TOTAL-LIABILITY-AND-EQUITY> 6,631,778
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (613,481)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,970
<INCOME-PRETAX> (566,511)
<INCOME-TAX> 0
<INCOME-CONTINUING> (566,511)
<DISCONTINUED> (637,877)
<EXTRAORDINARY> 0
<CHANGES> 0
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