<PAGE>
PROSPECTUS SUPPLEMENT
2,463,844 SHARES
PRECEPT BUSINESS SERVICES, INC.
CLASS A COMMON STOCK
-------------
This Prospectus Supplement relates to the offer and issuance of
2,463,844 shares of Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"), of Precept Business Services, Inc., a Texas
corporation (the "Company" or "Precept"), in connection with the merger of
Creative, a Maine corporation ("Creative") with and into Creative Acquisition
Corp., a Texas corporation and wholly-owned subsidiary of Precept ("Sub"),
pursuant to that certain Agreement and Plan of Merger dated as of September 1,
1998 by and between Precept, Sub, Creative, and Robert Bazinet and Edward
Curtis (the shareholders of Creative)(the "Plan of Merger"). This Prospectus
Supplement constitutes a supplement to that certain prospectus of Precept
dated February 9, 1998 (the "Original Prospectus"), with respect to an
aggregate of up to 19,887,500 shares of Class A Common Stock which may be
offered and issued by the Company from time to time in connection with the
future direct and indirect acquisitions of other businesses, properties or
securities in one or more business combination transactions in accordance
with Rule 415(a)(1)(viii) of Regulation C under the Securities Act of 1933,
as amended (the "Securities Act") or as otherwise permitted under the
Securities Act.
The Original Prospectus (under a different cover page) was also used in
connection with the acquisition by a subsidiary of the Company of
substantially all of the assets and business as a going concern of U. S.
Transportation Systems, Inc. ("USTS"). Therefore, certain information
contained in the Original Prospectus is not directly related to the issuance
of shares by the Company hereunder. The acquisition of USTS as contemplated
in the Original Prospectus (and the issuance of 9,612,500 shares of Class A
Common Stock in connection with such acquisition) was consummated on March 19,
1998, and the information contained in the Original Prospectus should be
viewed accordingly. In addition foregoing, the Original prospectus
was supplemented and used in connection with (i) the issuance on April 13, 1998
of 2,058,077 shares of Class A Common Stock in connection with the
acquisition by a subsidiary of the Company of all of the outstanding capital
stock of InfoGraphix, Inc., a Massachusetts corporation, (ii) the issuance in
June 1998 of 4,086,459 shares of Class A Common Stock in connection with the
acquisitions of all of the outstanding capital stock of MBF Corporation and
Mail/Source, Inc., each a Louisiana corporation.
The Class A Common Stock is traded on the Nasdaq SmallCap Market under
the symbol "PBSIA." As reported on the Nasdaq SmallCap Market on September
1, 1998, the closing price of the Class A Common Stock was $2.625.
-------------
Investors should consider the information under "Risk Factors" in
evaluating an investment in this Class A Common Stock offered hereby.
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------
September 1, 1998
This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
<PAGE>
AVAILABLE INFORMATION
Precept is subject to the informational requirements of the Exchange Act
and in accordance therewith will file reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the Commission's regional offices at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, New York,
New York 10048. Copies of these materials can also be obtained from the
Commission at prescribed rates by writing to the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission and that is located at http://www.sec.gov. The Company intends to
furnish to its shareholders annual reports containing financial statements
audited by independent certified public accountants following the end of each
fiscal year.
Precept has filed with the Commission a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities to be issued pursuant to the Plan of Reorganization. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.
The Registration Statement, including exhibits filed as part thereof, are
available for inspection and copying at the Commission's offices as described
above.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PRECEPT
OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL OR TO OR FROM ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
2
<PAGE>
RECENT DEVELOPMENTS
SALE OF U.S. TRUCKING, INC.
On June 1, 1998, the Company sold its interest in 75% of the common stock
of U.S. Trucking, Inc., a Nevada corporation ("USTI"), pursuant to that certain
First Amended and Restated Stock Purchase Agreement, dated as of May 29, 1998,
by and among Precept Transportation Services, L.L.C., a Nevada limited liability
company and a wholly owned subsidiary of the Company ("Precept Transportation"),
Logistics Management LLC, a Kentucky limited liability company, Association
Services, Inc., a Kentucky corporation, Roxanne Pixler, Dan Pixler and Anthony
Huff. Precept Transportation had acquired its interests in USTI from USTS on
March 19, 1998. USTI is in the long-haul trucking business. Prior to
the aforementioned divestiture, Precept Transportation owned an interest in 75%
of the common stock of USTI and Logistics Management owned the remaining 25% of
the common stock of USTI. Dan Pixler is the President of USTI and Anthony Huff
is the Manager of Logistics Management, LLC.
The aggregate consideration received by the Company as a result of the
divestiture was $1,950,000, composed of $200,000 in cash and a promissory note
with an original principal balance of $1,750,000, payable in monthly
installments of principal and interest equal to $15,000 commencing July 1, 1998
with the total outstanding principal and interest coming due on April 1, 2000.
The note carries an interest rate equal to the prime rate of Wells Fargo Bank
(Texas), N.A. adjusted annually. The consideration received by the Company in
this divestiture was determined by arms-length negotiations between the parties
to the First Amended and Restated Stock Purchase Agreement.
ACQUISITION OF INFOGRAPHIX
On April 13, 1998, PBP acquired all of the issued and outstanding stock
of InfoGraphix, Inc., a Massachusetts corporation ("InfoGraphix"), pursuant
to that certain Stock Purchase Agreement dated as of April 8, 1998 by and
among the Company, PBP, InfoGraphix and James Gorin, the President and sole
stockholder of InfoGraphix. Boston-based InfoGraphix is a single source
provider of products and services to corporate marketing departments and a
distributor of document management services. The aggregate consideration
paid by the Company as a result of the acquisition of InfoGraphix was
$9,125,000, payable by the issuance of 2,058,077 shares of the Company's
Class A Common Stock, par value $.01. The consideration for the acquisition
was determined by arms-length negotiations between the parties to the Stock
Purchase Agreement.
ACQUISITION OF MBF AND MAIL/SOURCE
On June 19, 1998 PBP, acquired all of the issued and outstanding stock of
MBF Corporation, a Louisiana corporation ("MBF"), pursuant to that certain
Stock Purchase Agreement dated as of June 13, 1998 by and among the Company,
Precept Business Products, Inc. a Delaware corporation and a wholly owned
subsidiary of the Company, MBF and J.D. Greco, the President and sole
stockholder of MBF. Louisiana-based MBF is a single source distributor of
printed products, distribution services and information solutions.
3
<PAGE>
The aggregate consideration paid by the Company as a result of the
acquisition of MBF was $10,570,111 payable by the issuance of 3,796,735
registered shares of the Company's Class A Common Stock, par value $.01. The
consideration for the acquisition was determined by arms-length negotiations
between the parties to the Stock Purchase Agreement.
PENDING ACQUISITION OF SOUTHERN
On August 31, 1998, Precept announced that it has signed a definitive
agreement to acquire Southern Systems Business Forms & Supplies, Inc., a
South Carolina corporation ("Southern") having its principal offices in
Florence, South Carolina, and a provider of printed products, distribution
services and information solutions with yearly revenues of approximately $14
million. The aggregate consideration to be paid by Precept in connection with
the acquisition is $7,500,000, payable $1,380,000 in cash, $1,380,000 by
promissory note, and $4,740,000 in the form of 1,809,160 fully registered
shares of Precept's Class A Common Stock. The promissory note will be unsecured,
will have a maturity date of September 1, 2003, and interest thereon will be
payable at a rate of 8.5% per annum. The promissory note will be convertible
into shares of Precept's Class A Common Stock based on the closing price of
the Class A Common Stock on the date of conversion. The agreement is subject
to certain customary conditions, including approval by Southern Systems'
shareholders, and is expected to close in early September.
4
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Number of shares of Class A Common
Stock offered hereby . . . . . . . . 2,463,844
Class A Common Stock to be outstanding
after the Offering . . . . . . . . . 50,605,881
Total Common Stock to be outstanding
after the Offering . . . . . . . . . 54,750,881
Nasdaq SmallCap Market Symbol . . . . PBSIA
</TABLE>
5
<PAGE>
PLAN OF DISTRIBUTION
THE OFFERING
This Prospectus relates to the issuance of 2,463,844 shares of Class A
Common Stock in connection with the merger of Creative with and into Sub on
the terms and conditions set forth in the Plan of Merger.
In addition to the shares issued hereunder, the Company may issue up to
11,279,120 shares of Class A Common Stock in connection with the future direct
and indirect acquisitions of other businesses, properties or securities in one
or more business combination transactions in accordance with Rule
415(a)(1)(viii) of Regulation C under the Securities Act, or as otherwise
permitted under the Securities Act, and as further described in the Original
Prospectus. The Company expects that the terms upon which it may issue such
shares will be determined through negotiations with the securityholders or
principal owners of the businesses whose securities or assets are acquired. It
is expected that the shares that are issued will be valued at prices reasonably
related to market prices for the Common Stock prevailing either at the time an
acquisition agreement is executed or at the time an acquisition is consummated.
GENERAL
All expenses of this Offering will be paid by the Company. No underwriting
discounts or commissions will be paid in connection with the issuance of shares
by the Company in business combination transactions, although finder's fees may
be paid with respect to specific acquisitions. Any person receiving a finder's
fee may be deemed to be an Underwriter within the meaning of the Securities Act.
The shares of the Company's Class A Common Stock offered hereunder are
listed for trading on the Nasdaq SmallCap Market.
VALIDITY OF SHARES
The validity of the Class A Common Stock issued hereunder will be passed
upon for the Company by Jackson Walker L.L.P., Dallas, Texas.
6
<PAGE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary...................... 3 (Original Prospectus)
Business of Precept..................... 64 (Original Prospectus)
Risk Factors............................ 14 (Original Prospectus)
Plan of Distribution.................... 4 (Prospectus Supplement)
Validity of Shares...................... 4 (Prospectus Supplement)
Experts................................. 98 (Prospectus Supplement)
Available Information................... 2 (Prospectus Supplement)
</TABLE>
2,463,844 SHARES
PRECEPT BUSINESS SERVICES, INC.
CLASS A
COMMON STOCK
------------
PROSPECTUS
------------
September 1, 1998
7
