<PAGE>
PROSPECTUS SUPPLEMENT
2,058,077 SHARES
PRECEPT BUSINESS SERVICES, INC.
CLASS A COMMON STOCK
__________
This Prospectus Supplement relates to the offer and issuance of 2,058,077
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 acquisition of all of the outstanding
capital stock of InfoGraphix, Inc., a Massachusetts corporation ("IG"), by
Precept Business Products, Inc., a Delaware corporation ("PBP") and wholly-owned
subsidiary of Precept, pursuant to that certain Stock Purchase Agreement dated
as of April 8, 1998 (the "Stock Purchase Agreement"), by and between Precept,
PBP, IG and James Gorin, the sole shareholder of IG. 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 issuance on March 19, 1998 of 9,612,500 shares of the
Company's Class A Common Stock 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. Therefore, certain
information contained in the Original Prospectus is not directly related to the
issuance of shares by the Company hereunder. In addition, the acquisition of
U.S. Transportation Systems, Inc. contemplated in the Original Prospectus was
consummated on March 19, 1998, and the information contained in the Original
Prospectus should be viewed accordingly. Any statement contained in the
Original Prospectus shall be deemed to be modified or superseded by any
inconsistent statement contained in this Prospectus Supplement. Headings
referred to herein but not included herein shall refer to such headings
contained in the Original Prospectus. This Prospectus Supplement should be
reviewed in conjunction with the Original Prospectus. This Prospectus
Supplement, together with the Original Prospectus, are sometimes referred to
collectively herein as the "Prospectus".
The Class A Common Stock is traded on the Nasdaq SmallCap Market under the
symbol "PBSIA." As reported on the Nasdaq SmallCap Market on April 9, 1998,
the closing price of the Class A Common Stock was $4.00.
__________
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.
__________
April 13, 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>
THE OFFERING
Number of shares of Class A Common Stock offered hereby........ 2,058,077
Class A Common Stock to be outstanding after the Offering...... 36,955,080
Total Common Stock to be outstanding after the Offerin......... 47,058,077
Nasdaq SmallCap Market Symbol.................................. PBSIA
3
<PAGE>
PLAN OF DISTRIBUTION
THE OFFERING
This Prospectus relates to the issuance of 2,058,077 shares of Class A
Common Stock in connection with the acquisition by PBP of 100% of the
outstanding common stock of IG, on the terms and conditions set forth in the
Stock Purchase Agreement.
In addition to the shares issued hereunder, the Company may issue up to
17,829,423 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.
4
<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
Page
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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)
2,058,077 SHARES
PRECEPT BUSINESS SERVICES, INC.
CLASS A
COMMON STOCK
------------
PROSPECTUS
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April 13, 1998
