Vpgi Corp ˇ 10-K ˇ For 6/30/99
Filed On 9/22/99 ˇ SEC File 0-13225 ˇ Accession Number 755229-99-10
As Of Filer Filing On/For/As Docs:Pgs
9/22/99 Vpgi Corp 10-K 6/30/99 6:84
Document/Exhibit Description Pages Size
1: 10-K Annual Report 57 258K
2: EX-3 Articles of Incorporation/Organization or By-Laws 15 68K
3: EX-4.17 Instrument Defining the Rights of Security Holders 2 12K
4: EX-10.7 Material Contract 7 38K
5: EX-21 Subsidiaries of the Registrant 1 4K
6: EX-27 Financial Data Schedule 2 9K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1999
Commission file number 2-93668-FW
UNIVIEW TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State of incorporation) (I.R.S. Employer
Identification No.)
10911 Petal Street, Dallas, Texas 75238
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 503-8880
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.10 per share
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES X NO
Indicate by check mark, if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
On August 31, 1999, the aggregate market value of the voting stock
held by non-affiliates of the Registrant (16,559,505 shares) was
approximately $21,527,357 based upon the average of the high and low
trading prices of the Common Stock as reported by the Nasdaq Stock Market
($1.30).
On August 31, 1999, there were 16,919,274 shares of Registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Exhibits shown on Exhibit Index.
GENERAL INDEX
Page Number
ITEM l. BUSINESS 3
ITEM 2. PROPERTIES 6
ITEM 3. LEGAL PROCEEDINGS 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 9
ITEM 6. SELECTED FINANCIAL DATA 10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements 18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 18
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 19
ITEM 11. EXECUTIVE COMPENSATION 21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT 25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 26
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K 27
SIGNATURES 28
EXHIBIT INDEX 60
UNIVIEW TECHNOLOGIES CORPORATION
PART I
ITEM l. BUSINESS
(a) General Development of Business
uniView Technologies Corporation and its subsidiaries (the
"Company") is engaged in the development, licensing and implementation of
innovative hardware and network technologies and solutions for niche set-
top box applications including home healthcare, education, banking,
medical, hotel, and home office, as well as providing system integration,
technical support and network consulting.
We were incorporated in Texas on July 13, 1984. We filed an S-18
registration statement in November 1984 and completed the registered
offering in January 1985. On November 8, 1993 our stock was first listed
on the Nasdaq Stock Market.
In November 1993, we acquired Curtis Mathes Corporation (CMC), maker
of consumer electronics products relating specifically to the home
entertainment industry, and in May 1994, we changed our name to Curtis
Mathes Holding Corporation to reflect our primary business activity at
that time. During fiscal 1996, CMC sold its entire remaining inventories
to a third party and negotiated a satisfaction of its primary debt
obligation with Deutsche Financial Services Corporation ("DFS"). CMC has
had no sales since that time.
In 1996 we began development of our proprietary Internet/television
"convergence" technology, called "uniViewr," designed to enhance the
capabilities of television. We introduced our first set-top box in 1997,
which incorporated the uniView technology and included its own "back
office" support and connectivity to its own Internet service, the uniView
Xpresswayr, which was developed concurrently with the set top box
technology.
In 1997 we began to offer consulting services in connection with our
revolutionary set top box and, today, we use convergence devices and
integration expertise to design custom broadband networks for clients in
multi-level marketing, hospitality, medical facilities, utilities,
banking, and telecommunications. In addition to complete network system
design and integration, we also offer Web site development, web site
hosting, and full international Internet access, as well as product
research and development and customer service. The transition from a
consumer electronics company to a technology consulting company has been
completed, and is exemplified by the Company's name change to "uniView
Technologies Corporation."
(b) Financial Information About Industry Segments
Please refer to Note Q of the Notes to Consolidated Financial
Statements in this Form 10-K for information concerning Industry
Segments.
(c) Narrative Description of Business
Major Markets, Products and Services
Our primary focus is in offering the technical expertise of our
experienced and knowledgeable staff to customers wishing to increase
business productivity by maximizing the benefits of their information
technology (IT). We target various niche markets, including home
healthcare, education, banking, hotel, home office, and consumer
electronics, among others.
Consulting Services include identifying a customer's individual
needs and then either modifying an existing network system, or designing
and implementing a customized, cost-efficient, state-of-the-art
interactive broadband network that integrates one or more devices such as
personal computers, set-top boxes, and/or web phones. Administration and
networking offerings include systems design, systems configuration,
project management, UNIX administration, NT administration, Novell
administration, LAN and WAN design, and Internet connectivity.
Programming languages supported include PERL, C, C++, Java, and Visual
Basic. Database consulting is available for DBA, Programming Oracle, and
SQL Server.
ISP Services include the full-service uniView Xpressway which allows
the capability of providing web hosting, web development, and corporate
connectivity through ISDN or dial-up, as well as providing the
specialized Internet access and online services that enhance the advanced
features of the uniView set-top box.
The uniView technology is available for licensing by customers
wishing to manufacture and market a set-top box that provides a consumer
with easy and affordable access to the Internet through the television
medium. uniView set-top units seamlessly integrate Internet access, fax
and online information services with the traditional TV viewing
experience using broadcast quality translucent graphics. All uniView
units additionally have built-in e-mail, conference phone, on-screen
caller ID, automated VCR control and various interactive television
capabilities. Other unique features include the capability of
automatically monitoring the TV listings database and blocking any
programming that parents might find inappropriate based on their own
specifications of show, rating or specific content. The uniView units
are further designed to accept optional input peripherals, such as a
wireless keyboard, which can be added as an accessory to the basic
system. The uniView system is fully operational with its standard
infrared-style remote control; the infrared wireless keyboard allows
greater flexibility in "surfing" the Internet or sending e-mail by
providing a full keyboard.
The Curtis Mathes trademark is available for licensing by customers
wishing to market consumer electronics products.
Patents, Trademarks and Licenses
We own or hold rights to all patents, trademarks and licenses that
we consider to be necessary in the conduct of our business, including the
registered "uniView" trademark, which is due for renewal in July 2003;
the registered "Curtis Mathes" name and logo, which is due for renewal in
April 2005; the registered "Lightning Bolts" logo which is due for
renewal in September 2008; and the registered "uniView Xpressway"
trademark which is due for renewal in May 2009.
Manufacturing
We have no plans to manufacture any product based upon our
technology. Licensees of our technology are expected to make their own
arrangements for manufacturing and may use various manufacturers located
in America and abroad to produce licensed products.
Environmental
We believe that we are presently in substantial compliance with all
existing applicable environmental laws and do not anticipate that such
compliance will have a material effect on our future capital
expenditures, earnings or competitive position.
Major Customers
We had no customers in 1999 accounting for more than 10% of our
consolidated revenues. We had one customer in 1999 accounting for 17% of
our trade accounts receivable, and two customers in 1998 accounting for
36% of our trade accounts receivable.
Competition
The industry in which we and our licensees operate is intensely and
increasingly competitive and includes a large number of technology
development and consulting companies, Internet service providers and
manufacturers of consumer electronics products. A number of companies
have announced development of, or have introduced Internet-television
convergence devices and technologies similar to our uniView technologies.
Such competitors include, among others: (i) suppliers of low-cost
Internet access technologies, such as "network computer" devices promoted
by Oracle and others, (ii) "set top" boxes developed by WebTV Networks,
Scientific Atlanta and others, as well as (iii) video game devices that
provide Internet access such as the Sega Saturn, the Sony Playstation and
the Nintendo 64. In addition, manufacturers of television sets have
announced plans to introduce Internet access and Web browsing
capabilities into their products or through set-top boxes, using
technologies supplied by others. Personal computer manufacturers, such
as Gateway 2000, are introducing products that offer full-fledged
television viewing, combined with Internet access. Operators of cable
television systems also plan to offer Internet access in conjunction with
cable service. We also compete with various national and local Internet
service providers, such as the Microsoft Network, AT&T Corp., MCI
Communications Corporation, Netcom and others, and commercial on-line
services such as America Online, Inc., ICTV and @Home Network, Road
Runner Group (owned by Time Warner Inc.). Competition occurs principally
in the areas of style, quality, functionality, service, design, product
features and price of the licensed product.
Research and Development
We view our ability to offer new, improved, and innovative
interactive broadband technologies as an important component in our plan
for future growth. We intend to take advantage of licensing
opportunities, as well as pursue internal and external development of new
technology as may be necessary to meet customer demand and to achieve and
maintain a competitive position in the marketplace.
Employees
As of June 30, 1999, we employed 79 persons. We believe that our
employee relations are good.
Warranty
CMC continues to meet its warranty obligations through an outside
warranty service provider which specializes in warranty service and
repair for consumer electronics. By contracting these services to an
outside company, CMC has been able to more efficiently provide consistent
high quality warranty support, and we have been able to eliminate the
direct overhead associated with the warranty support function. Amounts
have been accrued to cover estimated product warranty costs. Many of the
warranties on products sold in the past are expiring, and due to lower
product sales in the past few years CMC's warranty obligations are slowly
diminishing. (See Note J of the Notes to Consolidated Financial
Statements for further warranty information.)
ITEM 2. PROPERTIES
At June 30, 1999 we continued to operate from the following
locations:
Location Purpose/Use Owned/Leased Square Footage
-------- ----------- ------------ --------------
Dallas, TX Corporate Headquarters;
Advanced Systems Group
and Products Group
offices; warehouse Leased 74,882
Tulsa, OK Network America, Inc.
office Leased 8,400
Ponca City, OK Network America, Inc.
office Leased 900
Our locations are deemed to be suitable for all of our operations
and are reasonably well utilized. As we have moved away from consumer
electronics, our need for facilities related to receiving, storing and
distributing large quantities of consumer electronics products has
diminished. Consequently, the bulk of the warehouse space at our current
corporate headquarters location is under-utilized. The lease term for
this location expires in November 1999 and we are currently evaluating
other locations.
ITEM 3. LEGAL PROCEEDINGS
In June 1998, we acquired 100 percent ownership of Video Management
Inc. ("VMI"), which owns 100 percent of Network America, Inc. ("NWA"), an
Oklahoma corporation, and CompuNet Support Systems, Inc. ("CNSS"), a
Texas corporation. VMI had previously acquired NWA and CNSS from
DataTell Solutions, Inc. ("DataTell") as a result of an agreement to
accept collateral in satisfaction of a debt owing by DataTell to VMI.
The stock of NWA and CNSS had been pledged to VMI by DataTell as
collateral in a series of note agreements with VMI. In May 1998 an
involuntary petition in bankruptcy was filed against DataTell under
Chapter 7 of the United States Bankruptcy Code. The relevance of this
proceeding is that if certain conditions are satisfied, the acquisition
of NWA and CNSS by VMI could be reviewed by the Court to determine
whether a preferential or a fraudulent transfer of those assets had
occurred under the bankruptcy code.
We believe that the proceeding will have no material adverse effect
upon the Company. However, as with any action of this type, the timing
and degree of any effect upon the Company are uncertain and there can be
no assurance that the proceeding will not have an adverse impact on the
Company in the future. The action is currently pending in the United
States Bankruptcy Court, Northern District of Texas, Dallas Division,
under Case No. 398-34353-RCM-7 (Chapter 7), styled In re: DataTell
Solutions, Inc. (Tax I.D. #75-2687364), Debtor.
Former subsidiary uniView Marketing Corporation ("UMC") was named as
a respondent by Davis A/S ("Davis") in a commercial, international
arbitration proceeding filed in May 1998. The action was filed in the
International Chamber of Commerce Court of Arbitration under Case No.
9981 FMS, styled Davis A/S v. Curtis Mathes Marketing Corporation. This
action has been dismissed without prejudice.
In October 1998 Raytheon Training, Inc., formerly known as Hughes
Training, Inc., filed an action against uniView Marketing Corporation
("UMC") and the Company, alleging that UMC failed to pay approximately
$475,000 under a contract between the parties dated October 25, 1994.
Although we sold UMC as of October 31, 1998, we retain a contingent
liability as guarantor of any amounts ultimately found to be due under
the contract. UMC and the Company filed a response to the claim, setting
forth various defenses. We intend to vigorously defend this action and
believe that we will prevail on our defenses. However, as with any
action of this type, the timing and degree of any effect upon the Company
are uncertain. If Raytheon prevails on the guaranty, it could have a
material adverse effect upon the Company. The action is currently
pending in the 342nd District Court of Tarrant County, Texas, under Case
No. 342-175836-98, styled Raytheon Training, Inc. f/k/a Hughes Training,
Inc. v. uniView Marketing Corporation f/k/a Curtis Mathes Marketing
Corporation and uniView Technologies Corporation f/k/a Curtis Mathes
Holding Corporation.
Subsequent to June 30, 1999, we entered into a new Database Services
Agreement with TVData Technologies, L.P. and all litigation between the
parties was dismissed with prejudice. In return for being granted access
to TVData's database of TV listings for two more years, we pre-paid
$750,000 and issued 250,000 shares of our common stock to TVData. The
agreement further provides for an annual fee of $70,000 and a fee for
each of our customers that use the TV listings. The litigation was
previously reported as an arbitration proceeding filed with the American
Arbitration Association under Case No. 30 199 00278 98, styled TVData
Technologies, L.P. and Curtis Mathes Marketing Corporation; and another
action in the United States District Court for the Northern District of
Texas, under Case No. 399CV0103-J, styled TV Data Technologies, L.P. v.
uniView Technologies Corporation, f/k/a Curtis Mathes Holding
Corporation.
We are routinely a party to ordinary litigation incidental to our
business, as well as to other litigation of a nonmaterial nature, the
outcome of which we do not expect, individually or in the aggregate, to
have a material adverse effect on our financial condition or results of
operations in excess of the amount accrued for such purposes at June 30,
1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
We held our 1998 Annual Shareholders' Meeting on May 13, 1999. Of
our 13,470,769 common shares issued and outstanding as of the Record
Date, 12,787,145 were represented in person or by proxy at the meeting,
which constituted a quorum for the transaction of all business to come
before the meeting.
The following proposals were approved by a majority of the shares
represented at the meeting:
1. Election of Directors:
Patrick A. Custer (FOR 12,650,082; WITHHELD 137,063.)
Edward M. Warren (FOR 12,649,982; WITHHELD 137,163.)
Bernard S. Appel (FOR 12,649,982; WITHHELD 137,163.)
Billy J. Robinson (FOR 12,650,082; WITHHELD 137,063.)
2. Ratification of the appointment of the accounting firm of Grant
Thornton LLP as independent auditors for the Company for the fiscal year
ended June 30, 1999.
FOR 12,647,483 AGAINST 108,367 ABSTAIN 31,295
The following proposal was NOT approved by the required number of
shareholder votes:
3. Authorization for the Company to issue, if required, the
remaining common shares for conversion of the Series Q Preferred Stock.
FOR 4,347,096 AGAINST 425,028 ABSTAIN 41,851
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
Our Common Stock, $.10 par value (the "Common Stock") trades on the
Nasdaq Stock MarketSM under the symbol "UVEW." "The Nasdaq Stock Market"
or "Nasdaq" is a highly-regulated electronic securities market comprised
of competing Market Makers whose trading is supported by a communications
network linking them to quotation dissemination, trade reporting, and
order execution systems. This market also provides specialized
automation services for screen-based negotiations of transactions, online
comparison of transactions, and a range of informational services
tailored to the needs of the securities industry, investors and issuers.
The Nasdaq Stock Market consists of two distinct market tiers: the Nasdaq
National Marketr and the Nasdaq SmallCap MarketSM. The Nasdaq Stock
Market is operated by The Nasdaq Stock Market, Inc., a wholly-owned
subsidiary of the National Association of Securities Dealers, Inc. The
quarterly high and low trade price information for our Common Stock for
each quarter in the last two fiscal years are presented below.
Quarter Ending Date High Trade Low Trade
Fiscal 1999
June 30, 1999 $ 4.75 $ 0.97
March 31, 1999 $ 2.25 $ 0.38
December 31, 1998 $ 0.97 $ 0.38
September 30, 1998 $ 2.44 $ 0.50
Fiscal 1998
June 30, 1998 $ 5.00 $ 1.41
March 31, 1998 $ 6.25 $ 1.25
December 31, 1997 $ 8.44 $ 1.25
September 30, 1997 $ 9.69 $ 4.69
As of August 31, 1999 there were a total of approximately 15,500
record shareholders and individual participants in security position
listings. As of the same date there were 16,919,274 common shares
outstanding. We have never paid cash dividends on common shares, and do
not anticipate doing so in the foreseeable future.
Recent Sales of Unregistered Securities
On June 1, 1999 we issued 1,000,000 shares of our Common Stock to an
accredited investor in partial conversion of $1 million of the 1997
Convertible Note, at a conversion rate of $1.00 per share. The issuance
was made pursuant to the exemption from registration provided by SEC
Regulation D.
ITEM 6. SELECTED FINANCIAL DATA
All financial data for the years referenced below were derived from
our Consolidated Financial Statements for those years and the
comparability of the information is affected by acquisitions,
dispositions, and other transactions which are described in the footnotes
which accompany those Consolidated Financial Statements, and which should
be read in conjunction with this five-year financial summary. Other
factors which may affect the comparability of the information for the
more recent fiscal years are discussed further in Item 7 below.
ˇ Enlarge/Download Table
Year Ended June 30,
------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Consolidated Statement
of Operations Data
----------------------
Revenues $11,486,058 $ 2,487,213 $ 2,503,512 $ 7,656,836 $ 21,267,244
Net Loss (6,297,353) (17,418,141) (7,509,040) (5,887,313) (4,236,585)
Loss per Common Share(1) (0.52) (3.37) (2.33) (3.55) (4.40)
Loss from
Continuing Operations (6,297,353) (17,418,141) (8,298,466) (5,887,313) (4,409,585)
Loss from
Continuing Operations
per Common Share(1) (0.52) (3.37) (2.57) (3.55) (4.60)
Consolidated Balance
Sheet Data
--------------------
Total Assets $ 14,080,768 $ 17,728,662 $ 15,474,753 $ 15,210,406 $ 14,088,400
Long Term Debt including
Current Maturities 3,823,210 3,835,315 525,837 1,450,435 3,282,706
Shareholders' Equity 8,336,978 7,300,231 12,300,635 11,723,532 2,920,780
(1) Computed based upon the weighted average number of common shares
outstanding during each fiscal year.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion provides information to assist in the
understanding of our financial condition and results of operations and
should be read in conjunction with the Consolidated Financial Statements
and related notes appearing elsewhere herein.
Forward Looking Statements
This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize,
and which are subject to various risks and uncertainties, including
statements concerning expected expenses, Year 2000 readiness, and the
adequacy of our sources of cash to finance our current and future
operations. When used in this report, the words "plans," "believes,"
"expects," "anticipates," "estimates" and similar expressions are
intended to identify forward-looking statements. Factors which could
cause actual results to materially differ from our expectations include
the following: general economic conditions and growth in the high tech
industry; competitive factors and pricing pressures; changes in product
mix; the timely development and acceptance of new products; Year 2000
readiness of our suppliers, and the risks described from time to time in
the our SEC filings. These forward-looking statements speak only as of
the date of this report. We expressly disclaim any obligation or
undertaking to release publicly any updates or change in our expectations
or any change in events, conditions or circumstances on which any such
statement may be based, except as may be otherwise required by the
securities laws.
Overview
uniView Technologies Corporation offers the expertise and innovative
tools necessary to create fully customized video-on-demand, interactive
applications, e-commerce, and other interactive broadband services.
Building on a foundation of interactive broadband technology, and the
understanding of end user requirements, we have merged our Internet
access technologies and existing applications with the technologies of
our development partners to deliver the future of interactive networking
products and services. In 1997, we introduced our first revolutionary
set top box and, today, we use convergence devices and integration
expertise to design custom broadband networks for clients in multi-level
marketing, hospitality, medical facilities, utilities, banking, and
telecommunications. In addition to complete network system design and
integration, we also offer Web site development, web site hosting, and
full international Internet access, as well as product research and
development and customer service. More information about us can be found
at our Web site, www.uniView.net.
Results of Operations
Revenues
Total sales for fiscal year 1999 were $11.49 million, which
represents a significant increase over sales of $2.49 million in 1998.
Most of the sales for 1999 can be attributed to network system design and
integration services provided through our subsidiary, Network America,
Inc. ("NWA"), which was acquired at the end of fiscal year 1998; however,
we expect our Advanced Systems Group ("ASG") to substantially increase
its contribution to revenues during the coming year from contracts such
as those with Mary Kay and Domintel.
Sales of $2.50 million during 1998 were the same as sales in 1997.
Substantially all sales for 1998 occurred as a direct result of our 1998
acquisitions. Sales in 1997 were diminished by unforeseen delays in the
introduction of the uniView set top box. All sales for 1997 resulted
from finished goods television products being exchanged for advertising
from a major cable television network.
Gross Profit
Gross profit in 1999 was 15.4%, compared to a negative 55.3% gross
profit in 1998. Gross margin for the sale of products for 1999 was
approximately $1.48 million, which represents an increase of
approximately $896,000 over 1998. Gross margin for service revenue for
1999 was $284,000, which represents an increase of approximately $1.3
million over 1998. Gross margin for product sales and services provided
by NWA is expected to remain fairly consistent in the future, while the
gross margin provided by ASG is expected to increase.
1998 is not comparable to 1997 as a result of a different product
and service mix provided in those years. Gross profit for 1998 was a
negative 20%, compared to a negative 4% in 1997. During fiscal 1997,
dated inventories were sold at below original cost while in 1998 costs of
running nationwide points of presence for the Internet service resulted
in additional costs.
Inventories and Software Costs Write-Down
During 1998 we wrote down our inventories related to our set top box
by $869,490, which represents the inventories estimated net realizable
value and had an additional provision for inventory obsolescence of $75,263.
No inventories were written down in 1999. The 1998 write-down
was the result of a change in the marketing strategy of our set top
boxes, which were initially offered on a retail basis in the consumer
electronics market. However, because of slow consumer acceptance of this
product category, we realized that set top box sales alone would not
produce the kind of return on investment that we hope to achieve for our
shareholders. We redirected our focus and determined not to sell uniView
set top boxes on a retail basis, but rather to bundle the product,
together with our connectivity and other computer-related services, and
market the resulting package in a commercially based market.
Approximately $2.4 million of software development costs related to
the uniView set top box were capitalized in 1998. Capitalized software
costs for the existing platform and operating system, which are not
expected to be used in the next generation of the uniView set top box on
a go-forward basis, were expensed and amounted to approximately $3
million. Software costs of approximately $414,000 were capitalized in 1999.
Software development costs capitalized in connection with the
uniView Xpressway Internet service during 1998 and 1997 were $828,000 and
$1,151,000, respectively. We originally positioned ourselves to market
our uniView Xpressway Internet services to a broad based consumer market,
consistent with our initial marketing strategy for the set-top box. We
redirected our focus and determined to promote those services in the
commercial market, as an integral part of the uniView package. In
connection with this refocus and a review of capitalized software costs,
during 1998 we wrote-off approximately $452,000 of software development
costs attributable to the uniView Xpressway Internet service. No further
software costs in connection with the uniView Xpressway Internet service
were capitalized or written off in 1999.
Operating Expenses
Total operating expenses for fiscal 1999 decreased by $2.89 million
from 1998. Compensation expense increased over 1998 by $870,000, which
resulted from the effect of a full year's reporting of the employees
acquired with NWA at the end of last year. Expenses related to the
Internet online service were reduced by approximately $1 million in 1999
from 1998; public company expenses consisting of filing fees, brokerage
fees and commissions was reduced by $436,000 in 1999 from 1998; and
marketing and advertising expenses were reduced by $1.2 million in 1999
from 1998. Significant components of operating expenses for 1999
consisted of $3.67 million for compensation; $890,000 for facilities (net
of $1.4 million for depreciation); and $1.69 million for amortization of
software development costs, trademark and goodwill.
Operating expenses for fiscal 1998 increased by $3.75 million from
1997. Compensation expense increased in 1998 by $1.38 million over 1997
as a result of an increase in the number of employees of the Company.
Amortization of goodwill, trademark and software development costs, and
depreciation of property plant and equipment increased by approximately
$2.34 million during 1998 from 1997. This resulted primarily from
amortization of the capitalized software costs which we began to amortize
in 1998, as well as depreciation of equipment related to the Internet
service, which we began depreciating in 1998. In addition, we amortized
goodwill in connection with our acquisitions at the end of fiscal 1998.
In connection with the Internet service, we expensed approximately $1
million for connectivity related to frame relay, local loop carrier
charges and points of presence. These increases were partially offset by
other increases and decreases in expenses during 1998. Significant
components of operating expenses for 1997 consisted of $1,981,000 for
advertising and $517,000 for research and development.
Gain on Sale of Subsidiaries
On October 31, 1998 we completed the sale of our retail marketing
arm, uniView Marketing Corporation ("UMC"), and one of our computer
consulting subsidiaries, CompuNet Support Systems, Inc. ("CNSS"). UMC
was originally established to create a retail marketing presence for the
uniViewr set-top box. Even though this product was introduced and sold
though several retailers, we elected to focus on niche markets and not to
pursue the direct retail market. CNSS was acquired in 1998 and
represented a lower level duplication of our Advanced Systems Group
("ASG"). Many of the clients of CNSS have been assimilated into ASG,
where the potential for growth and profitability is considered to be much
greater. In connection with the transaction, we reported a gain of $1.66
million, which consists primarily of a reduction in liabilities
associated with UMC.
Interest Expense
Interest expense increased to $472,000 in fiscal 1999 from $307,000
in fiscal 1998. This increase was a result of additional borrowings to
fund operations.
Interest expense increased to $307,000 in fiscal 1998 from $86,000
in fiscal 1997. This increase was primarily the result of additional
borrowings during 1998 intended to fund the uniView product and Internet
service operations.
Liquidity and Capital Resources
Cash Flows From Operations
Cash used by operations for the fiscal year ended June 30, 1999 was
$5.23 million, compared to $6.29 million in 1998. Major components of
cash flows from operations in fiscal 1999 included: $3.1 million for
depreciation and amortization; a decrease of $791,000 in accounts payable
and accrued liabilities; $1.66 million for recognition of gain on sale of
subsidiaries; and the effects of a $6.3 million loss from operations.
Cash used by operations for the fiscal years ended June 30, 1998 and
1997 were $6.29 million and $7.27 million, respectively. Major
components of cash flows from operations in fiscal 1998 included: $1.75
million decreases in prepaid expenses, a significant portion of which
relates to amounts reclassified to inventories which accounts for the
$1.1 million increase in inventories, approximately $500,000 of the
decrease in prepaid expenses relates to advertising costs expensed in
1998; the increase in accounts payable, accrued liabilities, and other
current liabilities of $3.28 million; $3.17 million for depreciation and
amortization; $4.39 million for the write down of inventories and
capitalized software; and the effects of a $17.4 million loss from
operations.
Major components of cash flows from operations for 1997 included:
$1.83 million for increases in prepaid expenses related to parts
inventories components for uniView production; $789,000 for recognition
of gain on extinguishment of debt (net of income taxes of $463,000); the
increase in accounts payable, accrued liabilities, and other payables of
$1.44 million; $691,000 for depreciation and amortization; and the
effects of a $7.5 million loss from operations.
Cash Flows From Investing Activities
During fiscal 1999, we purchased for cash $126,000 of property and
equipment as compared to $1.29 million in fiscal 1998. We paid $414,000
in cash for improvements to the uniView set top box product line and
Internet services in fiscal 1999 as compared to $3.22 million spent in
cash developing these product lines during fiscal 1998. We collected
another $201,000 on notes receivable and received $250,000 from the sale
of land in fiscal 1999.
During fiscal 1998, we purchased for cash $1.29 million of property
and equipment as compared to $2.1 million during fiscal 1997. The
expenditures during 1998 relate primarily to property and equipment in
connection with the Internet service. We paid $3.22 million in cash for
continued development of the uniView set top box product line and
Internet services in fiscal 1998 as compared to $3.65 million spent in
cash developing these product lines during fiscal 1997. Additionally,
during 1998, we collected $627,000 on notes receivable; and $1.1 million
was paid in cash in 1997 for licensing of technologies pertaining to
software for the uniView and uniView Xpressway product lines.
Cash Flows From Financing Activities
We generated net cash from financing activities of $7.45 million
during the fiscal year ended June 30, 1999. Significant components
included $6 million received from preferred and common stock; $2.2
million received for convertible debentures and other borrowings; and
$500,000 used for payments on long term debt.
We generated net cash from financing activities of $11.7 million
during the fiscal year ended June 30, 1998. Significant components
included $9.65 million received from preferred and common stock; $2.5
million, the significant portion of which was received under a borrowing
arrangement; and $414,000 for payments on long term debt. A significant
portion of the preferred stock issued for cash was converted into common
stock.
We generated net cash from financing activities of $11.8 million
during the fiscal year ended June 30, 1997. Significant components
included $8.3 million received from issuances of preferred and common
stock; $1 million received from advances under our borrowing arrangement
that was later converted to common stock; $1.2 million paid in cash for
preferred stock redeemed; $643,000 for payments on long term debt; and
the receipt of $4.35 million cash for common stock issued in the prior
year.
Other Matters
Cash Flow
During the fiscal years ended June 30, 1999, 1998 and 1997 we did
not achieve a positive cash flow from operations. Accordingly, we rely
on available borrowing arrangements and continued sale of our common
stock and preferred stock to fund operations until a positive cash flow
from operations can be achieved. We expect to achieve a positive cash
flow in the coming fiscal year; however, if we are unable to achieve a
positive cash flow from operations, additional financing or placements
will be required. We continually evaluate opportunities with various
investors to raise additional capital, without which, our growth and
profitability could be restricted. Although we believe that sufficient
financing resources are available, there can be no assurance that such
resources will continue to be available to us or that they will be
available upon favorable terms.
Nasdaq Listing
Nasdaq initiated a listing requirement review of our stock in 1998
as a result of our common stock trading below the minimum required Nasdaq
SmallCap Market bid price of $1.00 per share for more than 30 days. In
addition to regaining compliance with the bid price requirement, Nasdaq
required us to demonstrate that we had the ability to sustain long term
compliance with all applicable Nasdaq maintenance criteria. Subsequent
to June 30, 1999, Nasdaq notified us that we had achieved the required
level and that we were in compliance with all Nasdaq SmallCap Market
listing maintenance requirements.
Readiness for Year 2000
We have recognized the need to ensure that our operations and
relationships with vendors and other third parties will not be adversely
impacted by software processing errors arising from the calculations
using the Year 2000 ("Y2K") and beyond.
We have created a company-wide Y2K team to identify and resolve Y2K
issues associated with our internal information systems, internal non-
information systems, the products and services we sell, and our major
suppliers of products and services. We established a Y2K program
coordinator to ensure these programs are implemented across the Company.
The coordinator provides a single point of reference, both internal, and
external, for us. Our products are Y2K compliant. Our internal
reporting system has been upgraded to a Y2K compliant system. In
addition, we are communicating with our suppliers, customers, vendors and
financial service organizations regarding their Year 2000 compliance. We
anticipate that our full Year 2000 review, new information system
implementation, and other necessary remediation actions will be
substantially complete by the end of the third quarter of 1999. We
estimate our total cost of achieving Year 2000 compliance will be less
than $50,000. We have funded these expenditures through our normal
operating budget, and as required by generally accepted accounting
principles, these costs are being expensed as incurred. We do not
believe that the costs associated with such actions will have a material
adverse effect on our results of operations or financial condition.
However the costs of such actions may vary from quarter to quarter, and
there is no assurance that there will not be a delay in our
implementation or increased costs associated with the implementation of
such changes. Failure to achieve Y2K readiness could delay our ability
to ship products and deliver services. Our inability to perform these
functions could have an adverse effect on future results of operations or
financial condition.
Non-IT systems include, but are not limited to, telephone systems;
fax machines; facilities systems regulating alarms, building access and
sprinklers; and other miscellaneous systems and processes. Y2K readiness
for these internal non-IT systems is the responsibility of our Y2K
coordinator. We anticipate that all Non-IT systems will be compliant if
they are not already compliant by the end of the third quarter of 1999.
We regularly review and monitor our suppliers' Y2K readiness plans
and performance. In some cases, to meet Y2K readiness, we have replaced
suppliers or eliminated suppliers from consideration for new business.
While we have contingency plans in place to address most issues under our
control, an infrastructure problem outside of our control could result in
a delay in delivery of products of services depending on the nature and
severity of the problems. We would expect that most utilities and
service providers would be able to restore service within days although
more pervasive system problems involving multiple providers could last
two to four weeks or more depending on the complexity of the systems and
the effectiveness of their contingency plans. Although we are dedicating
significant resources towards attaining Y2K readiness, there is no
assurance we will be successful in our efforts to identify and address
all Y2K issues. Even if we act in a timely manner to complete all of our
assessments; identify, develop and implement remediation plans believed
to be adequate; and develop contingency plans believed to be adequate,
some problems may not be identified or corrected in time to prevent
material adverse consequences to the Company. The discussion above
regarding estimated completion dates, costs, risks and other forward-
looking statements regarding Y2K is based on our best estimates given
information that is currently available and is subject to change. As we
continue to progress with our Y2K initiatives, we may discover that
actual results will differ materially from these estimates.
Factors That May Affect Future Results
We participate in a highly volatile industry which is characterized
by rapidly changing patterns and fierce industry-wide competition. It is
clear that we will be required from time to time to adjust our focus to
adapt to the rapidly changing marketplace. Any delay or failure in
anticipating or responding to such rapidly changing conditions could have
an adverse effect upon our anticipated operating results.
Outlook: Issues and Uncertainties
We do not provide forecasts of future financial performance. While
we continue to pursue new business that complements our overall business
plan, the following issues and uncertainties, among others, should be
considered in evaluating our growth outlook.
Rapid Technological Change
The computer systems design services and interactive broadband
industry is undergoing rapid changes including evolving industry
standards, frequent new product and services introductions and changes in
customer requirements and preferences. The introduction of new
technologies, products and services can render our existing and announced
technologies, products and services obsolete or unmarketable. The
development cycle for new technology may be significantly longer than our
past development cycle for existing and proposed technology and may
require us to invest our resources in areas that may not become
profitable. There can be no assurance that the expected demand for our
technologies, products and services will materialize or continue or that
the mix of our future offerings will keep pace with technological changes
or satisfy evolving customer preferences or that we will be successful in
developing and marketing future technologies, products and services.
Failure to keep pace with customer preferences and requirements in a
timely fashion could have a material adverse effect on our business,
operating results and financial condition.
Long-term Research and Development Investment Cycle
Software requires an investment in its development which often
involves a long payback cycle. We have made significant investments in
software research and development in the past, which may not be recouped
in the near future; however, we expect spending for research and
development in 2000 to remain low.
Limited Protection of Intellectual Property and Proprietary Rights: Risk
of Litigation
We regard our convergence technology containing software-related
components as proprietary and we rely primarily on a combination of
trademark, copyright and trade secret laws, employee and third-party
nondisclosure agreements, and other methods to protect these proprietary
rights. As the number of convergence products in the industry increases
and the functionality of these products overlap, infringement claims may
also increase. There can be no assurance that third parties will not
assert infringement claims against us in the future with respect to
current or future products.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which
may adversely affect our financial position, results of operations and
cash flows. In seeking to minimize the risks from interest rate
fluctuations, we manage exposures through our regular operating and
financing activities. We do not use financial instruments for trading or
other speculative purposes and we are no party to any leveraged financial
instruments.
We are exposed to interest rate risk primarily through our borrowing
activities, which are described in the "Long-Term Debt" Notes to the
Consolidated Financial Statements, which are incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements and related Financial Statement
Schedules are included immediately following the signature page of this
Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
A new independent accountant, Grant Thornton LLP, was engaged as of
December 1, 1998 as the principal accountant to audit the Registrant's
financial statements beginning with fiscal year ended June 30, 1999.
The client-auditor relationship with King Griffin & Adamson P.C.
ended, with the approval of our audit committee, as of December 1, 1998.
The change resulted from our desire to move to a larger firm.
During our two most recent fiscal years and the subsequent interim
period preceding termination of the relationship, there were no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure. Although unrelated to the change, the former
accountant's report on our financial statements for fiscal year 1998
contained an opinion that was qualified concerning our ability to
continue as a going concern. The former accountant was provided with a
copy of the above disclosures and was requested to furnish us with a
letter addressed to the Commission stating whether it agrees with the
above statements and, if not, stating the respects in which it does not
agree. The former accountant's letter was filed as an exhibit to our
Current Report on form 8-K dated December 1, 1998.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Board of Directors
The following sets forth, with respect to each member of our Board
of Directors as of June 30, 1999, his name, age, period served as
director, present position, if any, with the Company and other business
experience. All directors serve one-year terms between annual meetings
of shareholders.
Patrick A. Custer, 50, is the Chairman of the Board, President and
Chief Executive Officer. Mr. Custer served as a director from 1984 to
1985, and from 1987 until the present. He served as President and Chief
Executive Officer from 1984 to 1985 and from September 1992 until the
present. From 1986 until 1990, Mr. Custer was an international business
consultant for Park Central Funding (Guernsey), Ltd. From 1978 until
1982, Mr. Custer was a general securities principal and worked for a
major brokerage firm as a corporate finance specialist and was owner of
his own brokerage firm. He was responsible for structuring and funding
IPO's, real estate, energy companies, and numerous high-tech start-up
companies. Mr. Custer's technical experience includes engineering and
management positions with Texas Instruments and Honeywell. Mr. Custer is
a graduate of Texas Tech University in Finance and Management, with
additional studies in Electrical Engineering and master studies in
Finance.
Edward M. Warren, 58, has been a director since September 1992.
Since 1980, he has been the Registered Principal and Branch Manager for a
major securities firm in Albany, New York. He is also a Financial
Consultant, having presented numerous financial seminars over the years
throughout eastern New York and western New England. He is also a co-
founder of the Coronado Group, through which he has in the past provided
professional services to the financial community, such as the analysis of
economic and market conditions, review of financial products, exchange of
marketing ideas, and continuing evaluation and recommendation of asset
allocation models. Mr. Warren received his undergraduate degree from
Williams College and holds a Master of Arts degree from Harvard
University.
Billy J. Robinson, 51, has been a director since March 1994. He has
also served as Vice President/ General Counsel since October 1993, and as
Secretary since June 1994. Mr. Robinson has over twenty years legal
experience, representing banks and other financial institutions, with a
concentration in commercial transactions. Mr. Robinson is admitted to
practice before the United States Supreme Court, the United States
District Court for the Northern District of Texas and the District of New
Mexico, and is licensed to practice before all state courts in Texas and
New Mexico. Mr. Robinson is a certified Mediator in the State of Texas
and is the author of the 1994-95 Real Estate Law Correspondence Course
for the Texas Tech University Paralegal Certification Program.
Bernard S. Appel, 67, has been a director since February 1995. He
has enjoyed a career of 34 years with Radio Shack, holding every key
merchandising and marketing position, culminating with his promotion to
president in 1984. In 1992 he was promoted to Chairman of Radio Shack
and Senior Vice President of Tandy Corporation. Since July 1993, Mr.
Appel has operated the private consulting firm of Appel Associates.
Executive Officers
The following sets forth, with respect to each executive officer not
heretofore named, as of June 30, 1999, his name, age, present position
and offices held, period of service in such capacity, and other business
experience.
Thomas W. (Bill) Park, 64, has been Vice President and Chief
Operating Officer of various subsidiaries of the Company since October 3,
1994. He is responsible for securing strategic technology partners to
ensure leading-edge product design and manufacturing of uniView products
and the uniView Xpressway systems and services. He has in the past
managed annual sales in excess of $250 million, both domestic and abroad.
Mr. Park has a dynamic breadth of experience in manufacturing, quality
assurance, engineering, product development and customer service. Mr.
Park enjoyed a career of 29 years with CMC, before leaving in August,
1993 for a position as Vice President of Benelec Corporation, an
international trading company dealing in electronics, medical supplies,
and other products. From August, 1993 until his return to the company in
1994, Mr. Park continued to make his knowledge and experience available
to CMC as a consultant. During his career with CMC, he served in various
positions with the company, beginning as an Office Manager/ Cost
Accountant in 1964 and culminating as Executive Vice President in 1985,
in which capacity he served until 1993. Mr. Park has traveled
extensively and maintains valuable business contacts in Europe and Asia.
He holds a Bachelor of Business Administration degree in Finance from the
University of Texas.
Thomas P. O'Mara, 39, joined the Company in August, 1996, and in
April, 1997 was promoted to Vice President/ Sales and Marketing of all
operating subsidiaries of the Company, bringing with him more than 14
years of experience in the consumer electronics industry. Mr. O'Mara is
responsible for the sales, marketing and advertising strategy for
uniView's set-top box applications, and the uniView Xpressway, the
Company's Internet-access system and on-line service. In addition, Mr.
O'Mara has applied his broad technology expertise in the actual
development, design and execution of the uniView technology. He also
supervises corporate marketing and communications, channel partner
programs, and strategic alliance programs. Prior to joining the Company,
Mr. O'Mara spent 13 years with Pioneer Electronics, during which time he
was directly involved in sales and marketing aspects for the majority of
all of Pioneer's consumer electronics products. Mr. O'Mara received a
bachelor of business administration degree in accounting from LaSalle
University (Philadelphia, Pa.).
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the 1934 Act ("Section 16(a)"), requires our
directors, executive officers and persons who beneficially own more than
10% of a registered class of our equity securities ("10% Owners") to file
reports of beneficial ownership of our securities and changes in such
beneficial ownership with the Securities and Exchange Commission
("Commission"). Directors, executive officers and 10% Owners are also
required by rules promulgated by the Commission to furnish us with copies
of all forms they file pursuant to Section 16(a).
Based solely upon a review of the copies of the forms filed pursuant
to Section 16(a) furnished to us, or written representations that no year-
end Form 5 filings were required for transactions occurring during fiscal
year ended June 30, 1999, we believe that during the fiscal year ended
June 30, 1999, all Section 16(a) filing requirements applicable to our
directors, executive officers and 10% Owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the compensation paid over the last
three completed fiscal years to our Chief Executive Officer and any other
executive officer who received compensation of $100,000 or more during
the fiscal year ended June 30, 1999.
ˇ Enlarge/Download Table
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
All
Other
Name and Year Other Restricted Securities LTIP Compen-
Principal Ended Annual Stock Underlying Payouts sation
Position Jun. 30 Salary($) Bonus($) Compensation($) Award(s)($) Options/SARs(#) ($) ($)
Patrick A. Custer 1999 184,728 -0- 12,000 -0- -0- -0- -0-
Chairman of the 1998 170,000 -0- 12,000 -0- 15,000 -0- -0-
Board and CEO 1997 151,310 11,200 12,000 -0- 40,000 -0- -0-
Billy J. Robinson 1999 135,722 -0- 7,500 -0- -0- -0- -0-
Vice President, 1998 125,000 -0- 27,500 18,177 15,000 -0- -0-
General Counsel 1997 110,481 11,200 27,500 43,625 15,000 -0- -0-
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
The following table shows aggregate exercises of options (or tandem
stock appreciation rights) and freestanding stock appreciation rights
during the fiscal year ended June 30, 1999 by each of the named executive
officers.
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#)(1) FY-End ($)(1)(2)
Name and Shares Value
Principal Acquired Realized Exercisable (E)/ Exercisable/
Position on Exercise ($)(1) Unexercisable (U) Unexercisable
-------- ----------- ------ ----------------- -------------
Patrick A. Custer
Chairman of the 35,000 (E) --
Board and CEO -- -- 15,000 (U) --
Billy J. Robinson
Vice President, 21,250 (E) --
General Counsel -- -- 8,750 (U) --
(1) The Company has not made any grants of SARs.
(2) On June 30, 1999 the options were not considered "in-the-money," as
the fair market value of the underlying securities on that date
($2.25) did not exceed the exercise price of the options.
Compensation of Directors
None of the inside directors are paid compensation as such, except
for services performed in another capacity, such as an executive officer.
The outside directors are paid $500 per meeting, plus their expenses for
attending Board of Director meetings. During fiscal 1999, we
additionally granted each of the two outside directors stock options to
purchase 50,000 shares of Common Stock. The options have a five year
life, vested immediately and are priced at the average closing bid price
of the Common Stock, as reported by NASDAQ, for the five (5) trading days
immediately preceding the date of grant. The exercise price of the
options is $1.83 per share and the market price of the Common Stock on
the date of grant, July 25, 1998, was $1.84 per share.
Employment Contracts and Termination and Change-in-Control Arrangements
In April 1997 we entered into employment agreements with named
executive officers Messrs. Custer and Robinson for approximately a three-
year term, ending on December 31, 1999. The terms of both employment
agreements include an agreed annual salary, employee benefits,
nonstatutory stock options, portions of which vest at certain times
depending on the employee's continued tenure with us, and provisions
concerning termination of employment upon sale or change in control. For
a description of these terms, reference is made to the agreements filed
as Exhibits to our Form 10-K for the fiscal year ended June 30, 1997.
Compensation Committee Interlocks and Insider Participation
Mr. Custer and Mr. Robinson participated in advising our Board of
Directors concerning certain aspects of executive officer compensation
during the last completed fiscal year. Mr. Custer is Chairman of the
Board, President and Chief Executive Officer; and Mr. Robinson is Vice
President, Secretary, General Counsel, and a Director.
Board of Directors Report on Executive Compensation
Executive Compensation
We have structured our executive compensation program within our
financial framework with a goal of attracting and retaining high-quality
executive talent. The executive compensation program consists generally
of base salary and employee benefits. We review our compensation
programs periodically and compare our pay practices with other similar
companies and with companies staffed with similarly-skilled executives.
During the first fiscal quarter of each year, we review salary increases
for the current year and, considering our financial performance and each
executive officer's perceived contribution to that performance, salaries
are set accordingly.
Chief Executive Officer
For the year ended June 30, 1999, Mr. Custer received $196,728 for
his services as President and Chief Executive Officer. The factors we
considered in setting his compensation include Mr. Custer's leadership in
restructuring the Company, his contribution to our strategic focus and
financial positioning, and included a consideration of his
responsibilities, experience, and skills.
Patrick A. Custer (Chairman) Edward M. Warren
Bernard S. Appel Billy J. Robinson
The foregoing report is not incorporated by reference in any prior
or future filings of the Company under the Securities Act of 1933, as
amended (the "1933 Act"), or under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), unless we specifically incorporate the
report by reference and the report shall not otherwise be deemed filed
under such Acts.
Performance Graph
The following graph compares total stockholder returns of the
Company ("uniView") since June 30, 1994 to two indices: (1) the "NASDAQ
Market Index ("NASDAQ");" and (2) the aggregate price performance of
equity securities of companies classified under North American Industry
Classification System (NAICS) code 541512 for Computer Systems Design
Services ("MG Group").
The total return shown for our stock and for each index assumes the
reinvestment of dividends, even though dividends have never been declared
on our stock. The NASDAQ Market Index tracks the aggregate price
performance of equity securities of companies traded on the NASDAQ Stock
Market. The MG Group Index tracks the aggregate price performance of
equity securities of companies traded on the various exchanges, including
the NASDAQ Stock Market, which are grouped under NAICS code 541512 for
Computer Systems Design Services.
The graph should be viewed in the context of the disposition of
subsidiary Southwest Memory, Inc. during fiscal year ended June 30, 1995,
the curtailment of the commodity consumer electronics business operations
of subsidiary Curtis Mathes Corporation during fiscal year ended June 30,
1996, the introduction during fiscal year ended June 30, 1997 of our
technologically advanced Internet access uniView products and uniView
Xpressway Online Service, and the addition during fiscal year ended June
30, 1998 of system integration, technical support and network consulting
to its comprehensive array of interactive business solutions with the
acquisition of Network America, Inc. Accordingly, the graph may not
necessarily indicate our future performance.
6/30/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99
uniView 100.00 22.02 44.00 28.99 6.91 7.20
MG Group 100.00 130.16 172.30 159.57 200.99 213.23
NASDAQ 100.00 117.28 147.64 177.85 235.75 330.37
The foregoing graph is not incorporated in any prior or future
filings of the Company under the 1933 Act or the 1934 Act, unless we
specifically incorporate the graph by reference, and the graph shall not
otherwise be deemed filed under such Acts.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 30,
1999 with respect to the beneficial ownership of Common Stock by (i)
persons known to us to be the beneficial owners of more than 5% of the
outstanding shares of Common Stock, (ii) all directors of the Company,
(iii) each of the executive officers named in the Summary Compensation
Table (appearing in Item 11) and (iv) all directors and executive
officers of the Company and significant subsidiaries as a group.
The number of shares of Common Stock beneficially owned by each
individual set forth below is determined under the rules of the
Commission and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which an individual has sole or
shared voting power or investment power and any shares which an
individual presently, or within 60 days of September 28, 1999 (the date
on which this Form 10-K is due at the Commission, the "Due Date"), has
the right to acquire through the exercise of any stock option or other
right. Unless otherwise indicated, each individual has sole voting and
investment power (or shares such powers with his spouse) with respect to
the shares of Common Stock set forth in the following table. The
information is based upon corporate records, information furnished by
each shareholder, or information contained in filings made with the
Securities and Exchange Commission.
Number of Shares
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
5% Beneficial Owners
Alscomm, Inc. 800,000(1) 5.33%
16885 Dallas Parkway, Suite 313
Dallas, Texas 75248
Geneva Reinsurance Company, Ltd. 3,141,290(2) 17.30%
P.O. Box 1561
Zephyr House, Mary Street
Grand Cayman, British West Indies
Nations Investment Corp., Ltd. 1,000,000(3) 6.24%
P.O. Box 1561
Zephyr House, Mary Street
Grand Cayman, British West Indies
Directors
Patrick A. Custer 359,040(4) 2.38%
Edward M. Warren 85,250(5) 0.56%
Billy J. Robinson 39,139(6) 0.26%
Bernard S. Appel 70,000(7) 0.46%
Executive Officers
Patrick A. Custer 359,040(4) 2.38%
Billy J. Robinson 39,139(6) 0.26%
All Directors and Executive
Officers as a Group 609,879(8) 4.00%
(1) Common shares owned.
(2) Common shares issuable upon conversion of debenture and convertible
note.
(3) Common shares issuable upon exercise of warrants.
(4) Includes 17,500 shares owned outright by Mr. Custer; 35,000 shares
issuable to Mr. Custer upon exercise of vested nonstatutory Employee
Stock Options; 261,830 shares held of record by Custer Company,
Inc., a family trust, over which Mr. Custer exercises voting
control; 20,000 shares issuable to Custer Company, Inc. upon
exercise of warrants; 23,750 shares owned by his wife; 940 shares
held by his wife for the benefit of his minor daughter; and 10
shares each held by Mr. Custer for the benefit of his two sons.
(5) Includes 20,250 shares owned outright, and 65,000 shares issuable to
Mr. Warren upon exercise of vested nonstatutory stock options.
(6) Includes 17,889 shares owned outright, and 21,250 shares issuable to
Mr. Robinson upon exercise of vested nonstatutory Employee Stock
Options.
(7) Includes 5,000 shares owned outright, and 65,000 shares issuable to
Mr. Appel upon exercise of vested nonstatutory stock options.
(8) Includes 553,429 shares beneficially owned by all directors. Also
includes 6,695 shares owned outright, and 22,610 shares issuable to
Mr. Park upon exercise of vested nonstatutory Employee Stock
Options. Also includes 5,895 shares owned outright, and 21,250
shares issuable to Mr. O'Mara upon exercise of vested nonstatutory
Employee Stock Options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
Reference is made to the financial statements filed as part of
this report.
(2) Financial Statement Schedules
Reference is made to the financial statement schedules filed as
part of this report.
All other schedules are omitted because they are not applicable
or not required, or because the required information is
included in the financial statements or notes thereto.
(3) Exhibits
Reference is made to the Exhibit Index at the end of this Form
10-K for a list of all exhibits filed with and incorporated by
reference in this report.
(b) Reports on Form 8-K
During the three months ended June 30, 1999 the Company filed
one Current Report on Form 8-K, dated June 10, 1999 reporting
the Company's $18 million transaction with Brown Simpson Asset
Management L.L.C.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. With the exception of historical information, the
matters discussed or incorporated by reference in this Annual Report on
Form 10-K are forward-looking statements that involve risks and
uncertainties including, but not limited to, economic conditions, product
demand and industry capacity, competitive products and services and
pricing, manufacturing efficiencies, new product development, ability to
enforce intellectual property rights, and other risks indicated in
filings with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, 