<PAGE>
As filed with the Securities and Exchange Commission on December 12, 1995
Registration No. 33-63959
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
BUSINESS RECORDS CORPORATION HOLDING COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 75-1533071
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1111 West Mockingbird Lane, Suite 1400
Dallas, Texas 75247
(214) 688-1800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
<TABLE>
<S> <C>
P. E. ESPING Copy to:
Chairman and Chief Executive Officer JEFFREY M. SONE, ESQ.
Business Records Corporation Holding Company Arter, Hadden, Johnson & Bromberg
1111 West Mockingbird Lane, Suite 1400 1717 Main Street, Suite 4100
Dallas, Texas 75247 Dallas, Texas 75201-4605
(214) 688-1800 (214) 761-4780
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
-----------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
-----------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the 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. [_]
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, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
================================================================================
<PAGE>
BUSINESS RECORDS CORPORATION HOLDING COMPANY
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Item of Form S-3 Prospectus Caption or Location
-------------------------------------------- -----------------------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................... Cover of the Registration Statement; Cross
Reference Sheet; Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus...................... Inside Front and Outside Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges.................................. Prospectus Summary; Risk Factors; The Company
4. Use of Proceeds............................. Use of Proceeds
5. Determination of Offering Price............. Not Applicable
6. Dilution.................................... Not Applicable
7. Selling Security Holders.................... Recent Events; Selling Stockholders; Plan of
Distribution
8. Plan of Distribution........................ Outside Front Cover Page of Prospectus; Plan
of Distribution
9. Description of Securities to be Registered.. Not Applicable
10. Interests of Named Experts and Counsel...... Not Applicable
11. Material Changes............................ Recent Events; Selling Stockholders
12. Incorporation of Certain Information
by Reference............................ Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities......................... Not Applicable
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+ REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+ SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR +
+ MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+ BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+ THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+ SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+ UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion - Dated December 12, 1995
PROSPECTUS
- --------------------------------------------------------------------------------
121,112 Shares
[LOGO OF BUSINESS RECORDS CORP. HOLDING CO.]
BUSINESS RECORDS CORPORATION HOLDING COMPANY
Common Stock
The 121,112 shares of common stock, par value $.10 per share (the "Common
Stock"), of Business Records Corporation Holding Company (the "Company") to
which this Prospectus relates (the "Shares") are being offered on behalf of and
for the account of certain stockholders (the "Selling Stockholders") of the
Company. The Company anticipates that the Shares will be offered for sale until
the earlier of (i) the sale of all of such Shares or (ii) August 18, 1997. The
Company has agreed to pay substantially all of the expenses of registration in
connection with this offering but will not receive any of the proceeds from the
sale of the Shares being offered hereby. All brokerage commissions and other
similar expenses incurred by the Selling Stockholders will be borne by the
Selling Stockholders. The aggregate proceeds to the Selling Stockholders of the
Company from the sale of the Shares will be the purchase price of the Shares
sold, less the aggregate brokerage commissions and underwriters' discounts, if
any, and other expenses of issuance and distribution not borne by the Company.
See "Use of Proceeds," "Plan of Distribution" and "Selling Stockholders."
The Common Stock is included in the Nasdaq Stock Market's National Market
(the "Nasdaq National Market") under the symbol "BRCP." On November 30, 1995,
the last reported sales price for the Common Stock was $38.00 per share.
This offering is currently not being underwritten. However, the Selling
Stockholders, brokers, dealers or underwriters that participate with the Selling
Stockholders in the distribution of the Shares may be deemed "underwriters," as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and any commissions received by broker-dealers, agents or underwriters
and any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. It is
anticipated that all Shares being offered hereby, when sales thereof are made,
will be made in one or more transactions (which may involve one or more block
transactions) through customary brokerage channels, either through brokers
acting as brokers or agents for the sellers, or through dealers or underwriters
acting as principals who may resell the Shares in the Nasdaq National Market or
in privately negotiated sales, or otherwise, or by a combination of such methods
of offering. Each sale may be made either at market prices prevailing at the
time of the sales or at negotiated prices.
To the extent required, the specific number of Shares to be sold, the
purchase price, the public offering price, the names of any such agents, dealers
or underwriters and any applicable commissions or discount with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement.
See "Risk Factors" for a discussion of certain material factors that should
be considered in connection with an investment in the Shares of 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 COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
December ___, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and New York Regional Office, 7 World Trade Center, New York,
New York 10048. Copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Common Stock is included in the Nasdaq National Market, and reports,
proxy statements and other information concerning the Company may be inspected
and copied at the offices of the Nasdaq National Market at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares of Common Stock offered
hereby. This Prospectus omits certain information contained in that Registration
Statement. For further information with respect to the Company and the Shares
offered hereby, reference is hereby made to the Registration Statement, its
exhibits and schedules and those documents incorporated by reference into the
Registration Statement. The Registration Statement may be inspected without
charge at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies may be obtained therefrom at prescribed rates. Statements
contained herein concerning provisions of documents are necessarily summaries of
such documents, and each statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under the
Exchange Act are hereby incorporated by reference into this Prospectus:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(2) the Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995;
and
(3) the description of the Company's Common Stock which is contained
in that Registration Statement on Form 8-A filed with the
Commission on February 16, 1988, as amended.
2
<PAGE>
All reports and other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering of the
Shares made hereby shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such reports and documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus and the
Registration Statement of which it is a part to the extent that a statement
contained herein or in a subsequently filed document modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or the
Registration Statement.
Upon written or oral request, the Company will provide without charge to
each person, including any beneficial owner, to whom a copy of this Prospectus
is delivered, a copy of any and all of the documents incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Business Records Corporation Holding Company, 1111 West Mockingbird
Lane, Suite 1400, Dallas, Texas 75247, Attention: Mr. Thomas E. Kiraly, Chief
Financial Officer, telephone (214) 688-1800.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus or in the
documents incorporated by reference.
The Company
Business Records Corporation Holding Company (the "Company") provides
a variety of information management and data processing products and
services to local governments and health care institutions through two
wholly owned subsidiaries: Business Records Corporation ("BRC") and BRC
Health Care, Inc. (formerly known as CMSI, Inc.) ("BHC"). The Company's
products and services can be classified into four major categories: (1)
technology outsourcing services, (2) election products and services, (3)
governmental records management, and (4) other products and services. The
majority of these products and services are distributed on a direct basis.
In addition to these direct sales organizations, the Company also sells
certain binders and local government supplies through a distribution
network and a telemarketing organization.
The complete mailing address, and the telephone number of the
Company's principal executive offices are:
BUSINESS RECORDS CORPORATION HOLDING COMPANY
1111 West Mockingbird Lane, Suite 1400
Dallas, Texas 75247
(214) 688-1800
The Offering
Common Stock Offered by the Selling Stockholders . . . 121,112 shares
Percent of Outstanding Common Stock Offered
by the Selling Stockholders . . . . . . . . . . . . . . 1.9%/(1)/
Nasdaq National Market Symbol . . . . . . . . . . . . . BRCP
Use of Proceeds . . . . . . . . . . . . . . . . . . . . The Company will not
receive any of the
proceeds from the sale
of the Shares being
offered hereby.
____________________
/(1)/ Percentage indicated is based upon 6,443,171 shares of Common Stock
outstanding as of October 27, 1995 and does not include shares of
Common Stock issuable upon the exercise of outstanding stock options
(certain of which will be exercisable during and immediately after the
offering) or shares otherwise issued by the Company after the date
thereof.
4
<PAGE>
RISK FACTORS
Prospective investors should carefully consider the following information,
in addition to the other information contained in this Prospectus and any
Prospectus Supplement, before purchasing the Shares of Common Stock offered
hereby.
Competition
The market for information management services is intensely competitive.
The Company's major competitors for its technology outsourcing services are
other providers of information systems outsourcing services. Some of these
competitors are substantially larger and have greater resources than the
Company. The Company's major competitors for its other products and services are
typically small, regional providers of software products and services which
compete with the Company in certain market areas based primarily on price. The
Company is routinely subject to competitive bidding. Management believes that
the Company's competitiveness is directly related to its ability to maintain
effective pricing and service. There can be no assurance that the Company will
be able to compete successfully with existing or future competitors or that
existing competition in the Company's markets will not intensify. Finally, many
businesses or governmental entities who constitute the Company's target market
elect, or may elect in the future, to provide information management services
internally, through existing or new departments. To the extent that the
Company's potential customer base elects to provide or continue providing
information management services internally, the market for the Company's
services will be reduced.
Seasonal and Other Variations
Due to the nature of the Company's election products and services business,
the Company's revenues have historically increased in "even-numbered" years due
to Congressional and Presidential elections and the related increase in the
demand for election products and services. Conversely, the revenue reported by
the Company in "odd-numbered" years from election products and services has
historically tended to decrease. Additionally, because the volume of real estate
transactions tends to be higher from February through October than in the months
of November through January, the revenues generated by governmental records
management products and services are somewhat seasonal. Since the Company's
fixed operating expenses do not typically decrease proportionately during the
seasonal and "odd-numbered" year lows in revenue, the Company's profitability is
also, generally, at its lowest level at these times.
General Economic Conditions
Revenues from the Company's governmental records management products and
services are materially affected by changes in the volume of nationwide real
estate transactions which, in turn, are largely dependent upon general economic
conditions existing in the United States at any particular time. To the extent
economic and other factors affect real estate sales nationwide, the Company's
revenues associated with governmental records management products and services
may be affected in a similar fashion.
5
<PAGE>
Government Regulation
During recent years, numerous legislative proposals have been introduced or
proposed in Congress and in some state legislatures that would effect major
changes in the U.S. health care system nationally and at the state level. Among
the proposals under consideration are cost controls on hospitals, insurance
market reforms to increase the availability of group health insurance to small
businesses, requirements that all businesses offer health insurance coverage to
their employees and the creation of a single government health insurance plan
that would cover all citizens. In addition, Congress continues to consider
proposals to modify the Medicare and Medicaid programs, primarily to reduce the
cost thereof to the government. It is not clear at this time what proposals will
be adopted, if any, or, if adopted, what effect, if any, such proposals would
have on the Company's business. Since many of the Company's customers are health
care related entities, there can be no assurance that currently proposed or
future health care legislation or the changes in the administration or
interpretation of governmental health care programs will not have a material
adverse effect on the financial results or operations of the Company.
Anti-Takeover Effect of Certificate of Incorporation and Delaware Law
The Company's Certificate of Incorporation, as amended, contains, among
other things, a provision authorizing the issuance of "blank check" preferred
stock. The issuance of preferred stock, while providing desirable flexibility in
connection with the possible acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company. Furthermore, certain
provisions of the Company's Certificate of Incorporation and of Delaware law
could delay or make more difficult a merger, tender offer or proxy contest
involving the Company.
Product Liability and Errors and Omissions
Although the Company has not experienced any significant product liability,
errors and omissions, or other related claims, the sale and support of the
Company's products and services may entail risk of such claims. Although the
Company does maintain certain product liability, errors and omissions, and
general liability insurance, and the Company routinely structures its contracts
to include limitations of its liability, a successful claim brought against the
Company could have a material adverse effect on the Company's business,
operating results and financial condition.
Dependence on Existing Management and Key Employees
The Company is dependent in large part on the experience, knowledge and
customer relationships of existing management and key sales and marketing
personnel. The loss of the services of any one or more of the Company's current
executive officers, senior managers, or senior sales and marketing personnel
could have a material adverse effect upon the Company. Additionally, due to the
service nature of the Company's business, the Company's success is dependent
upon its ability to attract and retain qualified employees to develop and
operate its
6
<PAGE>
business. The Company generally has not entered into any employment agreement
with, or obtained keyman life insurance for, any of its existing management or
key employees.
Shares Eligible for Future Sale
Upon the sale of all of the Shares of Common Stock offered hereby,
6,443,171 shares of Common Stock will be outstanding, substantially all of which
will be freely tradeable without restriction. In addition, at October 27, 1995,
1,497,866 shares of Common Stock were issuable upon the exercise of outstanding
employee and director stock options (of which 665,029 were exercisable on such
date) and options exercisable for 669,706 shares of Common Stock remain
available for grant under the Company's various stock option plans. Any shares
issued upon the exercise of stock options may be freely sold in the public
market (except to the extent issued to affiliates of the Company). Any future
sale of substantial amounts of Common Stock in the open market by the Selling
Stockholders, by employees or directors exercising stock options, by
stockholders whose shares have been registered with the Commission, by the
Company or by other stockholders may adversely impact the market price of the
Common Stock.
Changes in Computer Technology
The Company relies upon computerized software and hardware to render the
vast majority of its products and services. While the Company routinely updates
its products and trains its personnel to incorporate and rely upon advances in
computer technology, significant changes or advancements in computer technology,
to the extent not rapidly incorporated by the Company, could cause obsolescence
of the Company's existing products and could negatively impact the Company's
ability to compete for certain service contracts. In addition, technological
change has significantly affected in the past, and can be expected to
significantly affect in the future, both demand for the Company's services and
the manner in which they are delivered. No assurance can be given that changes
in technology will not render some of the Company's services or products
unnecessary or permit the Company's customers to provide them less expensively
internally.
Limited Protection by Patents and Copyright
The Company maintains only a limited number of patents pertaining to the
products it has developed and markets. Due to the specialized nature of the
Company's products, the Company may be subject to increased competition in the
event products are developed by a competitive enterprise which rely upon similar
technologies and design features.
Risks Associated with the Conduct of Public Elections
A significant portion of the Company's business involves the sale of
equipment, supplies and services to support local government jurisdictions which
conduct public elections. While, as a practice, the Company does not directly
tabulate votes or otherwise conduct public elections, and audit trails exist to
ensure accuracy in the tabulation process, the Company may be subject to
7
<PAGE>
liabilities associated with the inaccurate tabulation of an election for public
office to the extent such errors occur through a use of the Company's election
products and services.
Additionally, based on existing public laws, elections for public office
are currently conducted by numerous local government jurisdictions throughout
the United States through the primary use of voting at public polling places, or
precincts. To the extent public election laws are changed or modified such that
voting is conducted in a different manner, through a use of telecommunications
technology to enable remote voting, or through different methods, the Company
may be subject to risks associated with the adaptation of its existing products
and services to respond to such changes.
Potential Significant Industry Transactions
Significant industry transactions such as acquisitions and dispositions of
divisions, subsidiaries and other business transactions between and among
participants in the information management services industry have occurred with
some frequency in the past, and management expects this trend to continue in the
foreseeable future. Although the Company regularly engages in discussions
concerning such industry transactions with other industry participants, the
Company is currently not subject to any definitive agreements in this regard.
Whether the Company proceeds with any of these discussions and whether the
Company ultimately negotiates and/or consummates any significant industry
transactions will depend, among other things, upon the business and prospects of
the Company, industry conditions, investment and growth opportunities available
to the Company, stock market conditions, availability and suitability of
financing for such transactions, regulatory and legal considerations and other
plans and requirements of the Company. No assurance can be given that, if
consummated, any such significant industry transactions could be successfully
integrated into the Company's business.
Liquidity and Capital Resources
Although management considers the Company to be well capitalized and to
have adequate resources for its current business needs, many transactions which
may present themselves in the future will be beyond the Company's ability to
consummate absent the incurrence of debt or the issuance of additional equity.
There can be no assurance, if the Company were to elect to obtain debt or equity
financing for a transaction, as to the terms of any such debt or securities
issuance or to the effect thereof upon the Company's operating results or
financial position.
8
<PAGE>
THE COMPANY
Historical Background
Business Records Corporation Holding Company, a Delaware corporation (the
"Company"), provides a variety of information management and data processing
products and services to local governments and health care institutions through
two wholly-owned subsidiaries: Business Records Corporation ("BRC") and BRC
Health Care, Inc. (formerly known as CMSI, Inc.) ("BHC").
The Company was originally organized as Cronus Industries, Inc. in
September 1976. In the years immediately following its inception, the Company
acquired and operated several divisions in a diverse number of industries. In
1983, the Company acquired BRC.
From 1984 through 1987, the Company's BRC subsidiary expanded its
operations through numerous acquisitions of small, privately-held corporations.
BRC focused its acquisitions on businesses which provided information systems
and services to county and local governments. The corporations acquired by BRC
generally provided products associated with land records indexing and
micrographic reproduction, election systems and supplies, and governmental
software.
During 1986 and 1987, the Company divested its then existing operating
subsidiaries with the exception of BRC. In May of 1990, the Company changed its
name from Cronus Industries, Inc. to Business Records Corporation Holding
Company.
In recent years, the Company has expanded its strategic focus on providing
specialized information products and services. In particular, BRC began
developing marketing programs, methodologies and personnel to provide
information systems outsourcing and related data processing services to local
governments.
As a part of its efforts to enter the information systems outsourcing
market, the Company consummated the acquisition of BHC, a privately-held Oregon
corporation, on May 14, 1993. BHC was formed in 1970 and has grown since that
time primarily through providing information systems outsourcing services,
consulting services and other management services to local governments and
health care institutions.
Products and Services
The Company's information management and data processing products and
services can be classified into four major categories: (1) technology
outsourcing services, (2) election products and services, (3) governmental
records management, and (4) other products and services. The majority of these
products and services are distributed on a direct basis using several regional
marketing organizations. In addition to these direct sales organizations, the
Company also sells certain binders and local government supplies through a
distributor network and a telemarketing organization.
9
<PAGE>
Technology Outsourcing Services. The Company provides a variety of
technology outsourcing services, including on-site resource management,
strategic planning, remote data processing, and a variety of implementation
services. In addition to these services, the Company also provides certain
related proprietary software.
When providing on-site resource management, the Company typically enters
into multi-year contracts with customers to provide direct management of a
client's information systems department. These contracts usually involve the
Company's hiring of a client's information systems personnel and the assumption
of responsibility for a client's ongoing information systems operations. In some
cases, the Company will also acquire a client's computer equipment.
Under on-site resource management contracts, the Company's personnel
typically work with a client's senior management through a strategic planning
process to determine the objectives and requirements which the institution has
for its information systems department. Then, pursuant to this plan, the Company
will execute a number of tasks to fulfill the client's objectives. These tasks
may involve providing assistance in the selection of new hardware and software,
assisting in changes to existing software and undertaking other related
activities which affect the performance of the information systems department.
On-site resource management contracts are usually negotiated based on a
multi-year, fixed fee basis with provisions for annual inflation adjustments. In
addition, however, the Company often undertakes special projects on the client's
behalf on a time and materials or project fee basis.
In addition to on-site resource management, the Company also provides
remote data processing services to certain customers. The Company currently
operates two data centers for purposes of providing these services. In most
cases, these data centers provide processing capacity for non-proprietary
applications which are specific to the client's industry. However, the Company
is currently undertaking an effort to market remote processing of its
proprietary software to local governments.
The Company also offers for license or relies upon certain specialized
proprietary software packages. The Company provides claims processing services
to HMO third party administrators, indemnity insurance carriers and prepaid
dental health plans. The Company relies on one of two proprietary claims
management systems in providing these services. The Company also provides a
variety of specialized software to assist local and county governments in
automating financial, public protection, tax assessment and tax collection
information systems processing functions. Additionally, the Company provides
specialized software to assist manufacturers and retailers of eye wear.
Technology outsourcing services constituted 43% of the Company's revenues
during 1994 as compared to 38% and 10% during 1993 and 1992, respectively.
Substantially all of the increase in technology outsourcing services from 1992
to 1993 was due to the acquisition of BHC in May of 1993.
10
<PAGE>
Election Products and Services. The Company provides a variety of election
products and services including integrated election systems, ballots, election
supplies, election coding services and election night support services to
governmental election jurisdictions for use in conducting elections for public
office.
The Company offers hardware systems which record and tabulate votes at
precinct and central count locations. Optical scan and punch card systems
comprise the primary election systems offered by the Company. Optical scan
systems allow voters to use a pencil to mark their choices directly on their
ballot card. Punch card systems require voters to indicate choices by using a
specialized stylus to punch their choices onto a ballot. More advanced punch
card and optical scan systems involve the integration of a microcomputer
tabulation system to coordinate and report summaries of various precinct
results. Improved voter ease, security and speed of tabulation are major
advantages offered by the Company's voting equipment.
As a part of its election products and services, the Company currently
provides printing services for county governments and election jurisdictions.
These printing services include ballot printing, legal form printing and other
supplies, including a complete "precinct kit" which contains all supplies and
forms necessary for conducting an election. The Company also provides a variety
of election coding (programming) services and equipment rental options.
Additionally, the Company provides training for poll workers and voting judges
and election night support in the form of technicians, backup equipment or
telephone support to customers.
In the ordinary course of business, the Company holds patents and
trademarks in association with major election products which it manufactures.
None of these patents and trademarks are material to the Company's business as a
whole.
Election products and services accounted for approximately 30%, 25% and 50%
of the Company's total revenues for 1994, 1993 and 1992, respectively.
Governmental Records Management. County and municipal governments are
responsible for recording and indexing real property transactions. Typically,
these governmental entities have relied upon manual methods to record deeds and
other title documents and to maintain alphabetical indexes of transactions. The
Company provides microfilm, optical recording and computer indexing services to
counties and municipal governments to organize and automate the recording and
indexing of deeds, real property liens and other legal documents.
The Company provides two types of computerized indexing services: data
entry performed by customers using the Company's microcomputers in the
customers' offices and data entry performed by Company personnel at centers
operated by the Company. With each type of indexing service, the Company
provides periodic updates for each customer using mainframe computers located in
Dallas, Texas and Syracuse, New York.
The Company also provides record re-creation services to a number of
customers. These services provide archival-quality reprints of old records with
microfilm backup copies, thereby reducing required storage space and improving
security in case of fire or other loss. As part of
11
<PAGE>
its current recording and records re-creation services, the Company provides
custom record binders imprinted to the specifications of each customer.
Governmental records management constituted 17%, 24% and 26% of the
Company's revenues during 1994, 1993 and 1992, respectively.
Other Products and Services. In addition to providing technology
outsourcing services, election products and services and governmental records
management, the Company also provides a variety of other products and services.
These products and services include: county records binders, title services and
information reselling services.
The Company provides county records binders through its Enduro binders
division ("Enduro"). Enduro markets high-quality, custom leather records binders
through a nationwide distributor market. These binders are typically used by
counties for the long-term storage of county records. Enduro additionally
markets several styles of commercial binders.
The Company provides certain title companies in North Central Texas with a
variety of title plant update services. Title companies in Texas are required to
maintain extensive files of real property data called "title plants." Title
plants contain the information needed to perform title searches and to
underwrite title insurance policies. The Company provides its customers with
daily updates of their title plants. These updates are offered in various
formats including copies of each deed (or other document) and installation in
the customer's office of microcomputer-based title plant storage products. The
Company also sells title plants of certain Texas counties to firms that have a
need for title search capabilities.
The Company also resells a variety of public records data to nationwide
credit bureaus and other providers of information retrieval services.
Other products and services constituted 10%, 13% and 14% of the Company's
revenues during 1994, 1993 and 1992, respectively.
Customers
The large majority of the Company's products and services are provided to
county and local governments throughout the United States. In addition to
governmental organizations, the Company also provides services to hospitals,
third party administrators, indemnity insurance carriers, prepaid dental health
plans, vision care specialists and other organizations providing healthcare
related services. The Company also provides services to title companies in North
Central Texas and provides other specialized products to a small base of
commercial customers.
12
<PAGE>
RECENT EVENTS
Effective August 18, 1995, the Company acquired Clinical Resource Systems,
Inc., a Texas corporation ("CRSI"), as a wholly-owned subsidiary through the
merger (the "Merger") of BRC Merger Corp., a Texas corporation and indirect
wholly-owned subsidiary of the Company ("Merger Corp.") with and into CRSI
pursuant to the terms of an Agreement and Plan of Merger among the Company,
Merger Corp., CRSI and certain of the Selling Stockholders ("Acquisition
Agreement"). As a result of the Merger, holders of all of the issued and
outstanding Common Stock of CRSI, $0.002 par value per share (the "CRSI Common
Stock"), and the holders of certain indebtedness of CRSI, became entitled to
receive an aggregate of up to 121,112 shares of BRC Common Stock, subject to
adjustment under certain circumstances for breaches of representations and
warranties contained in the Acquisition Agreement in exchange for all of the
issued and outstanding CRSI Common Stock and such indebtedness. In addition, the
Company agreed to assume the rights and obligations of CRSI with respect to
certain CRSI stock options and warrants, which, subsequent to the effectiveness
of the Merger, became options exercisable for shares of the Common Stock of BRC.
The Company granted certain registration rights to the persons receiving its
Common Stock in the Acquisition Agreement and pursuant thereto has registered
for sale in the offering made hereby 121,112 shares of Common Stock. The cost of
this registration (other than brokerage commissions and other similar expenses)
will be paid by the Company. See, "Selling Stockholders."
Except as set forth in the preceding paragraph, none of the Selling
Stockholders held any position or office or had any other material relationship
with the Company within the past three fiscal years.
USE OF PROCEEDS
The Shares of Common Stock being offered hereby are for the account of the
Selling Stockholders. Accordingly, the Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders. See, "Selling
Stockholders."
SELLING STOCKHOLDERS
The following table sets forth the name of each of the Selling Stockholders
and the number of Shares that may be offered by each. The number of Shares that
may be actually sold by each of the Selling Stockholders will be determined by
each such Selling Stockholder, and may depend upon a number of factors,
including, among other things, the market price of the Common Stock. Because
each of the Selling Stockholders may offer all, some or none of the Shares that
each holds, and because the offering contemplated by this Prospectus is
currently not being underwritten, no estimate can be given as to the number of
Shares that will be held by each of the Selling Stockholders upon or prior to
termination of this offering. See "Plan of Distribution." The table below sets
forth information as of October 27, 1995, concerning the
13
<PAGE>
beneficial ownership of the Shares of each of the Selling Stockholders.
All information as to beneficial ownership has been furnished by each of
the Selling Stockholders.
<TABLE>
<CAPTION>
Shares of Shares of
Shares of Common Common Stock Common Stock
Stock Owned Offered in Owned After
Before Offering the Offering Offering*
------------------------- ------------ ---------------
Name of Stockholder Number/(1)/ Percent/(2)/ Number Number Percent
- ----------------------------- ----------- ------------ ------------ ------ -------
<S> <C> <C> <C> <C> <C>
Charles B. Owen, M.D. 60,939 ** 60,939 0 0
- ---------------------------------------------------------------------------------------
Robert G. McConnell 14,756 ** 14,756 0 0
- ---------------------------------------------------------------------------------------
Don Pippin 8,415 ** 8,415 0 0
- ---------------------------------------------------------------------------------------
Christina G. Novelli 8,415 ** 8,415 0 0
- ---------------------------------------------------------------------------------------
Andrew Galewsky 4,712 ** 4,712 0 0
- ---------------------------------------------------------------------------------------
Elizabeth Owen 2,857 ** 2,857 0 0
- ---------------------------------------------------------------------------------------
Brent W. Bost 2,356 ** 2,356 0 0
- ---------------------------------------------------------------------------------------
James Frederic Kirby 2,019 ** 2,019 0 0
- ---------------------------------------------------------------------------------------
Shirley C. Bourque 1,963 ** 1,963 0 0
- ---------------------------------------------------------------------------------------
Holland Family Limited 1,876 ** 1,876 0 0
Partnership
- ---------------------------------------------------------------------------------------
Gary Pinkerton 1,683 ** 1,683 0 0
- ---------------------------------------------------------------------------------------
Dr. John A. Henderson, IV 1,245 ** 1,245 0 0
- ---------------------------------------------------------------------------------------
Brent W. Bost, M.D., P.A. 1,009 ** 1,009 0 0
Pension and Profit
Sharing Plan
- ---------------------------------------------------------------------------------------
Utley Group II, Ltd. 841 ** 841 0 0
- ---------------------------------------------------------------------------------------
Roger Bryan Yandell 740 ** 740 0 0
- ---------------------------------------------------------------------------------------
N. Jeff Alford 673 ** 673 0 0
- ---------------------------------------------------------------------------------------
Randall D. Benson 639 ** 639 0 0
- ---------------------------------------------------------------------------------------
Elizabeth Szalay 420 ** 420 0 0
- ---------------------------------------------------------------------------------------
J. Eric Weldon, M.D. 420 ** 420 0 0
- ---------------------------------------------------------------------------------------
John Taylor 420 ** 420 0 0
- ---------------------------------------------------------------------------------------
Juan Elias Davila 420 ** 420 0 0
- ---------------------------------------------------------------------------------------
Michael L. Smith and 420 ** 420 0 0
Mary Florio Smith
- ---------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Shares of Shares of
Shares of Common Common Stock Common Stock
Stock Owned Offered in Owned After
Before Offering the Offering Offering*
------------------------- ------------ ---------------
Name of Stockholder Number/(1)/ Percent/(2)/ Number Number Percent
- ----------------------------- ----------- ------------ ------------ ------ -------
<S> <C> <C> <C> <C> <C>
Paine Weber f/b/o Stuart 420 ** 420 0 0
Scott Kacy, M.D.
- ---------------------------------------------------------------------------------------
James F. Kirby, M.D. Profit 336 ** 336 0 0
Sharing Plan
- ---------------------------------------------------------------------------------------
Carlos Arroyo 336 ** 336 0 0
- ---------------------------------------------------------------------------------------
James D. Karasik 336 ** 336 0 0
- ---------------------------------------------------------------------------------------
James M. Morgan, III 336 ** 336 0 0
- ---------------------------------------------------------------------------------------
V.M. Tammareddi, M.D. 336 ** 336 0 0
- ---------------------------------------------------------------------------------------
Southwest Texas Urology 259 ** 259 0 0
Pension Fund Trust
- ---------------------------------------------------------------------------------------
Doreen Mowers 168 ** 168 0 0
- ---------------------------------------------------------------------------------------
Daniel G. Stroud 168 ** 168 0 0
- ---------------------------------------------------------------------------------------
James M. Harris 168 ** 168 0 0
- ---------------------------------------------------------------------------------------
LaMendola Family Limited 168 ** 168 0 0
Partnership
- ---------------------------------------------------------------------------------------
Pamela St. Amand, M.D., 168 ** 168 0 0
P.A. Pension Plan
and Trust
- ---------------------------------------------------------------------------------------
Philip L. Leggett 168 ** 168 0 0
- ---------------------------------------------------------------------------------------
Andrew Park Bourque 96 ** 96 0 0
- ---------------------------------------------------------------------------------------
Joe H. Ward, Jr. and 84 ** 84 0 0
Bettie B. Ward
- ---------------------------------------------------------------------------------------
Neil A. Burrell, D.P.M. 84 ** 84 0 0
- ---------------------------------------------------------------------------------------
Justin Wade Parker Trust 56 ** 56 0 0
- ---------------------------------------------------------------------------------------
Kyle Lawrence Parker Trust 56 ** 56 0 0
- ---------------------------------------------------------------------------------------
Matthew Paul Parker Trust 56 ** 56 0 0
- ---------------------------------------------------------------------------------------
Tom Wilbanks 42 ** 42 0 0
- ---------------------------------------------------------------------------------------
John Abe Henderson, III, 33 ** 33 0 0
M.D.
- ---------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
_______________
* Assumes all shares of Common Stock are sold.
** Represents less than one percent (1%).
/(1)/ Assumes receipt of a pro rata portion of certain shares held in
escrow pursuant to the Acquisition Agreement.
/(2)/ Percentage indicated is based upon 6,443,171 shares of Common Stock
outstanding as of October 27, 1995.
Pursuant to the terms of the Acquisition Agreement, 12,111 shares of Common
Stock were placed in escrow (the "Escrow") with KeyCorp Shareholder Services,
Inc. to secure and satisfy the Company's right to indemnification thereunder.
Subject to a claim by the Company for indemnity, the Escrow shall remain in
effect until the earlier of (1) August 18, 1996 or (2) the completion of the
next regularly scheduled audited financial statement for CRSI as the surviving
corporation after the Merger. Upon termination of the Escrow, the remaining
shares of Common Stock therein shall be distributed pro rata to the record
holders of the CRSI Common Stock whereupon such shares may be offered and sold
in the offering made hereby.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from the sale of the Shares by the
Selling Stockholders. The Shares may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling Stockholders
may sell the Shares in one or more transactions (which may involve one or more
block transactions) on the Nasdaq National Market, in privately negotiated
transactions or otherwise or in a combination of such transactions; each sale
may be made either at market prices prevailing at the time of such sale or at
negotiated prices; some or all of the Shares may be sold through broker-dealers
acting as brokers or agents on behalf of the Selling Stockholder or to broker-
dealers acting as principals for resale by such dealers; and in connection with
such sales, such broker-dealers may receive compensation in the form of
commissions, discounts or fees from the Selling Stockholder and/or the
purchasers of such shares for whom they may act as broker or agent. It is
anticipated that the Selling Stockholders will offer all of the Shares for sale.
All expenses of registration incurred in connection with this offering are being
borne by the Company, but all brokerage commissions and other similar expenses
incurred by the Selling Stockholders will be borne by the Selling Stockholders.
At the time a particular offer of Shares is made, to the extent required, a
supplement to this Prospectus (the "Prospectus Supplement") will be distributed
that will identify and set forth the aggregate amount of Shares being offered
and the terms of the offering, including the name or names of any underwriters,
dealers or agents, the purchase price paid by any underwriter for Shares
purchased from the Selling Stockholders, any commissions, discounts and other
items constituting compensation from the Selling Stockholders and any
commissions, discounts or concessions allowed or reallowed or paid to dealers,
including the proposed selling price to the public.
16
<PAGE>
The Selling Stockholders and any dealer acting in connection with the
offering of any of the Shares or any broker executing or selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any or
all of the Shares and any commissions, discounts or concessions received by any
such dealers or brokers may be deemed to be underwriting commissions and
discounts under the Securities Act. Any dealer or broker participating in any
distribution of the Shares may be required to deliver a copy of this Prospectus,
including the Prospectus Supplement, if any, to any person who purchases any of
the Shares from or through such dealer or broker.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in market
making activities with respect to the Shares for a period of nine business days
prior to the commencement of such distribution. The Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations promulgated thereunder, including without limitation rules 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of the
Shares by the Selling Stockholders.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the Shares may not be sold unless the
Shares have been registered and qualify for sale in such state, or unless an
exemption from registration or qualification is available and is obtained.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Arter, Hadden, Johnson & Bromberg, Dallas, Texas.
EXPERTS
The financial statements incorporated in this Registration Statement and
Prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 1994, have been so incorporated in reliance on the report of Price
Waterhouse L.L.P., independent accountants, given the authority of said firm as
experts in auditing and accounting.
17
<PAGE>
================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company, the Selling Stockholders or any other person.
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
----
Available Information 2
Incorporation of Certain Documents
by Reference 2
Prospectus Summary 4
Risk Factors 5
The Company 9
Recent Events 13
Use of Proceeds 13
Selling Stockholders 13
Plan of Distribution 16
Legal Matters 17
Experts 17
================================================================================
================================================================================
121,112 SHARES
[LOGO OF BUSINESS RECORDS CORP. HOLDING CO.]
BUSINESS RECORDS CORPORATION
HOLDING COMPANY
COMMON STOCK
____________________
PROSPECTUS
____________________
December ___, 1995
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee................................ $ 1,546
NASDAQ Listing of Additional Shares................. $ 2,458
Accounting fees and expenses........................ $ 2,500*
Legal fees and expenses............................. $ 5,000*
Printing and engraving expenses..................... $ 1,000*
Miscellaneous expenses.............................. $ 1,000*
-------
Total.......................................... $13,504*
=======
- --------------
* Estimated
No portion of the above noted expenses is to be borne by the Selling
Stockholders.
Item 15. Indemnification of Directors and Officers.
Article "Ninth" of the Certificate of Incorporation contains provisions
which eliminate the personal liability of the Company's directors for monetary
damages resulting from breaches of their fiduciary duty to the fullest extent
permitted by Delaware General Corporation Law (the "DGCL"). Article VI of the
Company's Bylaws contain provisions requiring the indemnification of the
Company's directors and officers upon and pursuant to the terms specified
therein and under the applicable provisions of the DGCL. The Company believes
that these provisions are necessary to attract and retain qualified persons as
directors and officers.
Section 145 of the DGCL provides broad authority for indemnification of
officers and directors. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
II-1
<PAGE>
Item 16. Exhibits.
The exhibits listed below are filed as part of or incorporated by reference
in this Registration Statement. Where such filing is made by incorporation by
reference to a previously filed report or registration statement, such report or
registration statement is identified in parentheses. See the Index of Exhibits
included with the exhibits filed as part of this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
--- -------------------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger among the Registrant, BRC Merger Corp., Clinical Resource
Systems, Inc. and certain individuals (previously filed as Exhibit number indicated to the
original filing of this Registration Statement dated November 3, 1995 and incorporated herein
by reference)
4.1 Note Purchase Agreement between the Company and P. E. Esping (filed as Exhibit (4)a. to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated
herein by reference)
4.2 Amendment to Note Purchase Agreement between the Company and P. E. Esping (filed as Exhibit
(4)b. to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, and
incorporated herein by reference).
4.3 Second Amendment to Note Purchase Agreement between the Company and P. E. Esping (filed as
Exhibit (4)c. to the Company's Annual Report on Form 10-K for the year ended December 31,
1993, and incorporated herein by reference)
4.4 10% Convertible Exchangeable Note due April 1, 1998, dated January 1, 1993 (filed as Exhibit
(4)d. to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, and
incorporated herein by reference)
5.1 Opinion of Arter, Hadden, Johnson & Bromberg as to the validity of the securities being offered
(previously filed as Exhibit number indicated to the original filing of this Registration Statement
dated November 3, 1995 and incorporated herein by reference)
23.1 Consent of Arter, Hadden, Johnson & Bromberg (included in its opinion previously filed as Exhibit 5.1
to the original filing of this Registration Statement dated November 3, 1995 and incorporated herein
by reference)
23.2 Consent of Price Waterhouse LLP, independent certified public accountants (filed herewith)
24.1 Powers of Attorney (previously filed on the signature page, Page II-4 to the original filing of this
Registration Statement dated November 3, 1995 and incorporated herein by reference)
</TABLE>
Item 17. Undertakings.
(a) Rule 415 Offering. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) previously disclosed and the Registration Statement or
any material change of such information to include any material
information with respect to the plan of distribution not in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 [or] Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Request for acceleration of effective date. 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 Company's
Certificate of Incorporation, Bylaws or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange 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 its 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.
(i) Rule 430. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, 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 pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
[Remainder of Page Intentionally Left Blank]
II-3
<PAGE>
SIGNATURES
Pursuant to 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 S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 11th day of December,
1995.
BUSINESS RECORDS CORPORATION
HOLDING COMPANY
By: /s/ P. E. Esping*
-------------------------------------
P. E. Esping
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 11th day of December, 1995, by
the following persons in the capacities indicated:
Signatures Title
---------- -----
/s/ P. E. Esping* Chairman, Chief Executive Officer
--------------------------- and Director
P. E. Esping (Principal Executive Officer)
/s/ Thomas E. Kiraly Chief Financial Officer,
--------------------------- (Principal Financial Officer and
Thomas E. Kiraly Principal Accounting Officer)
/s/ L. D. Brinkman* Director
---------------------------
L. D. Brinkman
/s/ David H. Monnich* Director
---------------------------
David H. Monnich
/s/ Paul T. Stoffel* Director
---------------------------
Paul T. Stoffel
/s/ Robert E. Masterson* Director
---------------------------
Robert E. Masterson
*By: /s/ Thomas E. Kiraly
------------------------
Thomas E. Kiraly
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ----------------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger among the Registrant, BRC Merger Corp., Clinical
Resource Systems, Inc. and certain individuals (previously filed as Exhibit number
indicated to the original filing of this Registration Statement dated November 3, 1995
and incorporated herein by reference)
4.1 Note Purchase Agreement between the Company and P. E. Esping (filed as Exhibit
(4)a. to the Company's Annual Report on Form 10-K for the year ended December
31, 1993, and incorporated herein by reference)
4.2 Amendment to Note Purchase Agreement between the Company and P. E. Esping
(filed as Exhibit (4)b. to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, and incorporated herein by reference).
4.3 Second Amendment to Note Purchase Agreement between the Company and P. E.
Esping (filed as Exhibit (4)c. to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and incorporated herein by reference)
4.4 10% Convertible Exchangeable Note due April 1, 1998, dated January 1, 1993 (filed
as Exhibit (4)d. to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, and incorporated herein by reference)
5.1 Opinion of Arter, Hadden, Johnson & Bromberg as to the validity of the securities
being offered (previously filed as Exhibit number indicated to the original filing
of this Registration Statement dated November 3, 1995 and incorporated herein by
reference)
23.1 Consent of Arter, Hadden, Johnson & Bromberg (included in its opinion previously
filed as Exhibit 5.1 to the original filing of this Registration Statement dated
November 3, 1995 and incorporated herein by reference)
23.2 Consent of Price Waterhouse LLP, independent certified public accountants (filed
herewith)
24.1 Powers of Attorney (previously filed on the signature page, Page II-4 to the original
filing of this Registration Statement dated November 3, 1995 and incorporated herein
by reference)
</TABLE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Business Records
Corporation Holding Company of our report dated March 21, 1995, appearing on
page 42 of the Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Price Waterhouse LLP
Dallas, Texas
December 12, 1995
