<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1997
REGISTRATION NO. 333-16805
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ELECTRONIC PROCESSING, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
MISSOURI 7389 48-1056429
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Number) Identification No.)
Incorporation or
Organization)
Identification No.)
</TABLE>
501 KANSAS AVENUE
KANSAS CITY, KANSAS 66105
(913) 321-6392
(Address and telephone number of principal executive offices)
TOM W. OLOFSON
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
501 KANSAS AVENUE
KANSAS CITY, KANSAS 66105
(913) 321-6392
(Name, address, including zip code, and telephone number of agent for service)
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COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C> <C>
LEE R. PETILLON, ESQ. ROBERT C. LEVY, ESQ. MELODIE R. ROSE, ESQ.
MARK T. HIRAIDE, ESQ. SEIGFREID, BINGHAM, LEVY, SELZER & WILLIAM K. SJOSTROM, JR., ESQ.
PETILLON & HANSEN GEE FREDRIKSON & BYRON, P.A.
21515 HAWTHORNE BOULEVARD, SUITE 2800 COMMERCE TOWER 900 SECOND AVENUE SOUTH
1260 911 MAIN STREET 1100 INTERNATIONAL CENTRE
TORRANCE, CALIFORNIA 90503 KANSAS CITY, MISSOURI 64105 MINNEAPOLIS, MINNESOTA 55402
(310) 543-0500 (816) 421-4460 (612) 347-7000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLES OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SECURITY (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value......... 1,840,000 $3.75 $6,900,000 $2,091
Underwriter's warrant (3)............. 160,000 $50.00 $50 --
Total................................. 2,000,000 $6,900,050 $2,091
</TABLE>
(1) Includes 240,000 shares of Common Stock which may be purchased by the
Underwriter to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
(3) To be issued to the Underwriter.
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 THIS 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 SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION"), ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART II
ITEM 27. EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER TITLE
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<C> <S>
1.1 Form of Underwriting Agreement.+
3.1 Articles of Incorporation, dated July 13, 1988 (previously filed with Exhibit 3.1).+
3.1a Amendment of Articles of Incorporation, dated August 10, 1988 (previously filed with Exhibit
3.1).+
3.1b Amendment of Articles of Incorporation, dated October 31, 1995 (previously filed with Exhibit
3.1).+
3.1c Amendment of Articles of Incorporation, dated April 1, 1996 (previously filed with Exhibit
3.1).+
3.2 Bylaws.+
4.1 Form of Underwriter's Warrant.+
4.2 Form of Common Stock Certificate.+
4.3 1995 Stock Option Plan.+
5.1 Opinion of Petillon & Hansen, a partnership of professional corporations.
10.1 Agreement for Computerized Trustee Care Management System between the Company and NationsBank of
Texas, N.A., dated November 22, 1993.+**
10.2 Lease between T&J Investment Company and the Company, dated February 20, 1996.+
10.3 Subordinated Note to Tom Olofson.+
10.4 Loan Agreement between Industrial State Bank and the Company, dated June 17, 1996.+
10.4a Modification to Loan Agreement between Industrial State Bank and the Company, dated October 31,
1996 (previously filed with Exhibit 10.4).+
10.5 Loan Agreement between Industrial State Bank and the Company, dated June 8, 1994.+
10.5a Modification to Loan Agreement between Industrial State Bank and the Comapny, dated June 17,
1996 (previously filed with Exhibit 10.5).+
10.6 Loan Agreement between Industrial State Bank and the Company, dated June 8, 1994.+
10.6a Modification to Loan Agreement between Industrial State Bank and the Company, dated June 17,
1996 (previously filed with Exhibit 10.6).+
10.7 Loan Agreement between Citizens National Bank and the Company, dated June 18, 1996.+
10.8 Form of Service Agreement between EPI and Trustee.+
23.1 Consent of Baird, Kurtz & Dobson, Certified Public Accountants.+
23.2 Consent of Petillon & Hansen (included in the opinion filed as Exhibit 5).
23.3 Consent of W. Bryan Satterlee, Director Nominee.+
24.0 Power of Attorney (included on signature page).
27.0 Financial Data Schedule+
</TABLE>
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+ Previously filed.
** Confidential treatment requested.
II-1
<PAGE>
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To provide to the Underwriter at the closing specified in the
underwriting agreement, certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.
(2) If the Registrant requests acceleration of the effective date of the
Registration Statement under Rule 461 under the Securities Act, the
Registrant acknowledges that:
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities 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 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 Securities Act and will be
governed by the final adjudication of such issue.
(3) That, for purposes of determining any liability under the Securities
Act, the Registrant will treat the information omitted from the form of
Prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of Prospectus filed by the Registrant
under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of
this Registration Statement as of the time the Commission declared it
effective.
(4) That for determining any liability under the Securities Act, the
Registrant will treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities offered in the
registration statement, and that offering of the securities at that time as
the initial bona fide offering of those securities.
II-2
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SIGNATURES
In accordance with 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 SB-2 and authorized this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, Kansas, on the 3rd day of
February, 1997.
Electronic Processing, Inc.
By: /s/ TOM W. OLOFSON
-----------------------------------------
Tom W. Olofson
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Tom W. Olofson, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this registration
statement, 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 and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with 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 stated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ TOM W. OLOFSON Chief Executive Officer; Chairman of the
---------------------------------- Board; President (Principal Executive February 3, 1997
Tom W. Olofson Officer)
/s/ NANCI R. TRUTNA Vice President -- Finance (Principal
---------------------------------- Financial Officer and Principal Accounting February 3, 1997
Nanci R. Trutna Officer)
/s/ CHRISTOPHER E. OLOFSON
---------------------------------- Chief Operating Officer; Executive Vice February 3, 1997
Christopher E. Olofson President; Director
/s/ ROBERT C. LEVY
---------------------------------- Director February 3, 1997
Robert C. Levy
</TABLE>
II-3
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EXH. 5.1
[PETILLON & HANSEN LETTERHEAD]
February 3, 1997
Electronic Processing, Inc.
501 Kansas Avenue
Kansas City, Kansas 66105
Gentlemen:
We have assisted in the preparation and filing of a registration statement on
Form SB-2, File No. 333-16805, filed with the Securities and Exchange Commission
on November 26, 1996 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), relating to the public offering of an aggregate of
up to 1,840,000 shares of Common Stock, no par value (the "Shares"), of
Electronic Processing, Inc. (the "Company") (including Common Stock underlying
an overallotment option to purchase from the Company up to 240,000 shares of
Common Stock) and a warrant to purchase up to 160,000 shares of Common
Stock, no par value, of the Company (the "Warrant").
As counsel for the Company and at the Company's request, we have examined such
corporate records, certificates and other documents and such questions of law as
we have considered necessary or appropriate for the purposes of this opinion.
We have assumed that appropriate action will be taken, prior to the offer and
sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
We have also assumed the legal capacity to sign and the genuineness of all
signatures of all persons executing instruments or documents examined or relied
upon by us and have assumed the conformity with original documents of all
documents examined by us as copies of such documents.
Based upon the foregoing and upon information furnished to us by the Company's
officers, it is our opinion that the Shares and the Warrant being issued and
sold have been duly and validly authorized and, when issued and sold as
described in the Registration Statement and in
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Electronic Processing, Inc.
February 3, 1997
Page 2
accordance with the terms of the Underwriting Agreement, a form of which was
filed as an exhibit to the Registration Statement, and upon receipt by the
Company of payment therefor as provided in the Underwriting Agreement, the
Shares and the Warrant will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus contained therein. This consent is not to be
construed as an admission that we are a party whose consent is required to be
filed with the Registration Statement under the provisions of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
This opinion supersedes our previous opinions to you dated January 13, 1997
and January 28, 1997.
Very truly yours,
PETILLON & HANSEN
/s/ Petillon & Hansen
LRP:mth
