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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. 3 )
Check the appropriate box:
[ X ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
UNIVERSAL HEIGHTS, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ X ] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
Common Stock, par value $.01 per share
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
Not Applicable
4) Proposed maximum aggregate value of transaction:
Not Applicable
5) Total fee paid:
None; no fee required
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee 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
January ____, 199 8 to holders of record on January ____,
199 8 of shares of the common stock, par value $.01 per share (the "Common
Stock") of Universal Heights,Inc., a Delaware corporation (the "Company"), is
being furnished in connection with the proposed adoption of a Certificate of
Amendment to the Company's Amended and Restated Certificate of Incorporation
(the "Amendment") pursuant to the written consent of the holders of a majority
of the Company's outstanding Common Stock, Series A Preferred Stock and Series
M Convertible Preferred Stock (which Series A and Series M
Convertible Preferred Stock (the "Series M Preferred Stock" ),
collectively referred to as the "Preferred Stock," is held by members of
current management and a person related thereto). See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT and footnote nos. 3, 4, 5 and 9
thereto."
On August 18, 1997, the Board of Directors of the Company approved and
recommended that the Company's Amended and Restated Certificate of Incorporation
be amended to increase the number of authorized shares of Common Stock from
20,000,000 to 40,000,000. On December 2, 1997 (the "Record Date"), the
holders of more than a majority of the issued and outstanding shares of Common
Stock and Preferred Stock executed a Written Consent to Corporate Action (the
"Written Consent") pursuant to which such holders approved the Amendment. Such
approval by the Board of Directors and by the holders of a majority of the
issued and outstanding shares of Common Stock and Preferred Stock is adequate
under Delaware law to cause the Amendment to be effected. The Amendment will
become effective upon the filing with the Company of the Written Consent and the
filing of the Amendment with the Secretary of State of Delaware. The Company
anticipates that the filing of the Written Consent with the Company will occur
on or about January ____, 199 8 (the record date for determining
those stockholders entitled to notice of corporate action) following which the
Company will prepare and file the Amendment with the Secretary of State of
Delaware. In accordance with applicable law, the Company is mailing this
Information Statement to Company stockholders entitled to notice at least twenty
(20) calendar days prior to the date the Amendment is to be filed with the
Secretary of State in Delaware.
This Information Statement is being provided for informational purposes
only. WE AR NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
OUTSTANDING STOCK AND VOTING RIGHTS
As of the Record Date, there were 3,425,588 shares of Common
Stock, 49,250 shares of Series A Preferred Stock and 88,690 shares of Series M
Preferred Stock (collectively, the "Preferred Stock") issued and outstanding,
respectively. Each share of Common Stock and Preferred Stock entitles its
holder to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock
as of the Record Date and giving effect to the planned issuance of
Common Stock in connection with the Company's insurance subsidiary financing
(as described herein following the footnotes below) of: (i) each of the
Company's officers and directors, (ii) each person who is known by the Company
to own beneficially more than 5% of the outstanding shares of Common Stock, and
(iii) all of the Company's officers and directors as a group:
Percentage Ownership of
Name and Address of Number of Shares Percentage Class Giving Effect to
Beneficial Owner(1) Beneficially Owned(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
Officers and directors
as a group(5 people) 5,672,442(11) 73.8% 30.0%
(1) Each person's address is c/o the Company, 19589 N.E. 10th Avenue, Miami,
Florida 33179, unless otherwise noted.
(2) Unless otherwise indicated, the Company believes that all persons named
in the table have sole voting and investment power with respect to the shares
of Common Stock beneficially owned by them.
(3) A person is deemed to be the beneficial owner of Common Stock that can be
acquired by such person within 60 days of the date hereof upon the exercise
of warrants or stock options or conversion of Series A and Series M Preferred
Stock or convertible debt. Except as otherwise specified, each beneficial
owner's percentage ownership is determined by assuming that warrants, stock
options, Series A and Series M Preferred Stock and convertible debt that is held
by such person (but not those held by any other person) and that are exercisable
within 60 days from the date hereof, have been exercised or converted.
* See discussion following footnotes concerning the Company's insurance
subsidiary financing.
(4) Consists of (i) (a) 962,829 shares of Common Stock, (b) options to
purchase 1,875 shares of Common Stock at an exercise price of $9.00, options
to purchase 1,875 shares of Common Stock at an exercise price of $12.50, ten-
year options to purchase 90,000 shares at an exercise price of $2.88 as to
45,000 shares and $3.88 as to the remaining 45,000 shares granted pursuant to
Mr. Meier's employment agreement, options to purchase 90,000 shares at an
exercise price of $1.13 per share and options to purchase 500,000 shares at
$1.25 per share, (c) warrants to purchase 15,429 shares of Common Stock at
an exercise price of $1.75, warrants to purchase 339,959 shares at an exercise
price of $3.00 per share, warrants to purchase 82,000 shares of Common Stock
at $1.00 and warrants to purchase 131,700 shares of Common Stock at a price
of $.75 per share, (d) 169,450 shares of Common Stock issuable upon conversion
of Series M Preferred Stock, (e) options to purchase 250,000 shares of Common
Stock at $1.06 per share which vested on November 2, 1997, (f) options to
purchase 500,000 shares of Common Stock at $1.06 per share which vested on May
1, 1997 granted pursuant to Mr. Meier's new employment agreement and (ii) an
aggregate of 271,701 shares of Common Stock (including shares of Common Stock
issuable upon exercise of warrants and conversion of Series A and Series M
Preferred Stock) beneficially owned by Belmer Partners, a Florida general
partnership ("Belmer"), of which Mr. Meier is a general partner. Excludes
unvested options to purchase 1,000,000 shares of Common Stock at
$1.0 6 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 genera 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,
all of whom are, to management's knowledge, unaffiliated. However, the new
investors in such financing will collectively possess voting control.
No shareholder will have statutory preemptive rights regarding any
future issuance of any shares of Common Stock.
The complete text of the proposed Amendment to the Company's Amended
and Restated Certificate of Incorporation is set forth as Exhibit A to this
Information Statement.
The Company's Annual Report on Form 10-KSB for the fiscal year ended
April 30, 1997, as amended, Quarterly Report on Form 10-QSB for the quarter
ended July 31, 1997, as amended, and Quarterly Report on Form 10-QSB for the
quarter ended October 31, 1997 are attached to this Information Statement
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
