SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
STRATEGIA CORPORATION
(formerly known as Dataguard Recovery Services, Inc.)
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
23803N 10 0
(CUSIP Number)
John P. Snyder
c/o EPI Corporation
9707 Shelbyville Road
Louisville, Kentucky 40223
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 1996
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4), check the following box. [ ]
(1) Name of reporting person EPI Corporation
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group (a) X
(b)
(3) SEC use only
(4) Source of funds WC
(5) Check if disclosure of legal
proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of
organization Kentucky
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 0
(8) Shared voting power 1,317,903
(9) Sole dispositive power 0
(10) Shared dispositive power 1,317,903
(11) Aggregate amount beneficially
owned by each reporting person 1,317,903
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(13) Percent of class represented by
amount in Row (11) 39.9%
(14) Type of reporting person CO
(1) Name of reporting person John P. Snyder
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group (a) X
(b)
(3) SEC use only
(4) Source of funds PF/AF
(5) Check if disclosure of legal
proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of
organization United States
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 32,534
(8) Shared voting power 1,317,903
(9) Sole dispositive power 32,534
(10) Shared dispositive power 1,317,903
(11) Aggregate amount beneficially
owned by each reporting person 1,350,437
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(13) Percent of class represented by
amount in Row (11) 40.6%
(14) Type of reporting person IN
(1) Name of reporting person Grace W. Wilkins
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group (a) X
(b)
(3) SEC use only
(4) Source of funds PF/AF
(5) Check if disclosure of legal
proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of
organization United States
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 16,156
(8) Shared voting power 1,317,903
(9) Sole dispositive power 16,156
(10) Shared dispositive power 1,317,903
(11) Aggregate amount beneficially
owned by each reporting person 1,334,059
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(13) Percent of class represented by
amount in Row (11) 40.4%
(14) Type of reporting person IN
(1) Name of reporting person James E. Buchart
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group (a) X
(b)
(3) SEC use only
(4) Source of funds PF/AF
(5) Check if disclosure of legal
proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of
organization United States
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 79,040
(8) Shared voting power 1,317,903
(9) Sole dispositive power 79,040
(10) Shared dispositive power 1,317,903
(11) Aggregate amount beneficially
owned by each reporting person 1,396,943
(12) Check if the aggregate amount
in Row (11) excludes certain shares x
(13) Percent of class represented by
amount in Row (11) 42.2%
(14) Type of reporting person IN
(1) Name of reporting person Robert H. Loeffler
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group (a) X
(b)
(3) SEC use only
(4) Source of funds PF/AF
(5) Check if disclosure of legal
proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of
organization United States
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 5,750
(8) Shared voting power 1,317,903
(9) Sole dispositive power 5,750
(10) Shared dispositive power 1,317,903
(11) Aggregate amount beneficially
owned by each reporting person 1,323,653
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(13) Percent of class represented by
amount in Row (11) 40.1%
(14) Type of reporting person IN
(1) Name of reporting person Henry A. Schumpf
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group (a) X
(b)
(3) SEC use only
(4) Source of funds PF/AF
(5) Check if disclosure of legal
proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of
organization United States
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 16,156
(8) Shared voting power 1,317,903
(9) Sole dispositive power 16,156
(10) Shared dispositive power 1,317,903
(11) Aggregate amount beneficially
owned by each reporting person 1,334,059
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(13) Percent of class represented by
amount in Row (11) 40.4%
(14) Type of reporting person IN
(1) Name of reporting person Max G. Baumgardner
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group (a) X
(b)
(3) SEC use only
(4) Source of funds PF/AF
(5) Check if disclosure of legal
proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of
organization United States
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 59,946
(8) Shared voting power 1,317,903
(9) Sole dispositive power 59,946
(10) Shared dispositive power 1,317,903
(11) Aggregate amount beneficially
owned by each reporting person 1,377,849
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(13) Percent of class represented by
amount in Row (11) 41.5%
(14) Type of reporting person IN
(1) Name of reporting person J. Ben Cress
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group (a) X
(b)
(3) SEC use only
(4) Source of funds PF/AF
(5) Check if disclosure of legal
proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of
organization United States
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 0
(8) Shared voting power 1,317,903
(9) Sole dispositive power 0
(10) Shared dispositive power 1,317,903
(11) Aggregate amount beneficially
owned by each reporting person 1,317,903
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(13) Percent of class represented by
amount in Row (11) 39.9%
(14) Type of reporting person IN
The undersigned group hereby amends and restates its Schedule
13D dated June 4, 1993, as amended.
Item 1. Security and Issuer
This statement relates to the common stock, no par value
("Common Stock") of Strategia Corporation, a Kentucky corporation
(the "Company") whose name was changed from Dataguard Recovery
Services, Inc. on July 29, 1996. Also on July 29, 1996, the
Company effected a 1-for-2 reverse stock split (the "Reverse
Split") of its Common Stock. Numbers of shares contained in this
filing have been adjusted to reflect the Reverse Split. The
Company's principal executive offices are located at 10301 Linn
Station Road, P.O. Box 37144, Louisville, Kentucky 40233.
Item 2. Identity and Background.
The group of persons filing this statement consists of EPI
Corporation and the seven members of EPI's board of directors, who
together own more than a majority of EPI's capital stock.
(a)-(c) Name, Residence or Business Address, Principal Occupation
(1) EPI Corporation, a Kentucky corporation
9707 Shelbyville Road
Louisville, Kentucky 40223
Owner and operator of nursing homes throughout Kentucky
(2) John P. Snyder
9707 Shelbyville Road
Louisville, Kentucky 40223
President - EPI Corporation
(3) Grace W. Wilkins
3912 Ridgecrest Circle
Crestwood, Kentucky 40014
Director of Resident Services - EPI Corporation
(4) James E. Buchart
520 Fairfield Drive
Louisville, Kentucky 40206
Stock Broker - J.J.B. Hilliard, W.L. Lyons, Inc.
501 S. Fourth St.
Louisville, Kentucky 40202
(5) Robert H. Loeffler
229 Sequoya Road
Louisville, Kentucky 40207
Retired
(6) Henry A. Schumpf
1605 Burchett Drive
Lebanon, Tennessee 37087
Vice President and General Manager
Fortune Plastics of Tenn., Inc.
310 Hartmann Drive
Lebanon, Tennessee 37087
(7) Max G. Baumgardner
45 Breckinridge Square
Louisville, Kentucky
Corporate Pilot
D&E Equipment Company
Bowman Field Airport
Louisville, Kentucky 40220
(8) J. Ben Cress
3400 Winchester Road
Louisville, Kentucky 40207
Commissioner - Jefferson County Circuit Court
General Counsel - EPI Corporation
9707 Shelbyville Road
Louisville, Kentucky 40223
(d) During the last five years, neither EPI, nor any of its
directors or executive officers listed below has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither EPI, nor any of its
directors or executive officers was a party to a civil
proceeding of a judicial or administrative body resulting
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Each of EPI's directors is a citizen of the United States.
Item 3. Source And Amount Of Funds Or Other Consideration.
The following table sets forth information with respect to
acquisitions of the Company's shares of Common Stock (the "Shares")
and securities convertible into Shares by the reporting persons
since April 1, 1996.
<TABLE>
<CAPTION>
Date Name No. of Shares/Class Consideration
<S> <C> <C> <C>
5/16/96 EPI 8,000 (Common) Renewal of loan to the
Company(1)
6/30/96 EPI 4,744 (Preferred)(2) Dividend Payment(3)
6/30/96 EPI 4,744 (Warrant to purchase
Common) Dividend Payment(3)
6/30/96 EPI 15,000 (Preferred)(2) Preferred Stock Exchange(4)
6/30/96 EPI 15,000 (Warrant to purchase
Common) Preferred Stock Exchange(4)
6/30/96 EPI 7,421 (Preferred)(2) Loan Payment(5)
6/30/96 EPI 7,421 (Warrants to purchase
Common) Loan Payment(5)
6/30/96 Baumgardner 288 (Preferred)(2) Dividend Payment(3)
6/30/96 Baumgardner 288 (Warrants to purchase
Common) Dividend Payment(3)
6/30/96 Baumgardner 2,500 (Preferred)(2) Preferred Stock Exchange(4)
6/30/96 Baumgardner 2,500 (Warrants to purchase
Common) Preferred Stock Exchange(4)
6/30/96 Snyder 288 (Preferred)(2) Dividend Payment(3)
6/30/96 Snyder 288 (Warrants to purchase
Common) Dividend Payment(3)
6/30/96 Snyder 2,500 (Preferred)(2) Preferred Stock Exchange(4)
6/30/96 Snyder 2,500 (Warrants to purchase
Common) Preferred Stock Exchange(4)
6/30/96 Buchart 288 (Preferred)(2) Dividend Payment(3)
6/30/96 Buchart 288 (Warrants to purchase
Common) Dividend Payment(3)
6/30/96 Buchart 2,500 (Preferred)(2) Preferred Stock Exchange(4)
6/30/96 Buchart 2,500 (Warrants to purchase
Common) Preferred Stock Exchange(4)
7/10/96 EPI 8,000 (Common) Renewal of loan to the
Company(1)
8/7/96 EPI 1,000 (Common) Open market purchase at
$5.00 per share
8/16/96 EPI 1,000 (Common) Open market purchase at
$5.00 per share
8/20/96 EPI 1,000 (Common) Open market purchase at
$5.00 per share
8/23/96 EPI 1,000 (Common) Open market purchase at
$5.375 per share
9/30/96 EPI 126,106 (Warrant to purchase
Common) Private Placement(6)
9/30/96 Baumgardner 8,753 (Warrant to purchase
Common) Private Placement(6)
9/30/96 Snyder 5,097 (Warrant to purchase
Common) Private Placement(6)
9/30/96 Wilkins 1,828 (Warrant to purchase
Common) Private Placement(6)
9/30/96 Schumpf 1,828 (Warrant to purchase
Common) Private Placement(6)
10/7/96 EPI 8,000 (Common) Renewal of loan to the
Company(1)
</TABLE>
(1)Renewal of loan by EPI to the Company. See Item 6 --
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
(2)Each of these share of Series AA Preferred Stock ("Series
AA Preferred") is convertible into 4 shares of Common Stock.
(3)On June 30, 1996, the Company issued one share of Series AA
Preferred and a warrant to purchase one share of Common Stock ("New
Preferred Warrant") to holders of Series A Preferred Stock ("Series
A Preferred") in payment of each $10.00 of accrued, unpaid
dividends payable on the Series A Preferred.
(4)On June 30, 1996, the Company issued one share of Series AA
Preferred and one New Preferred Warrant in exchange for each share
of Series A Preferred outstanding as of June 30, 1996 and the
warrant to purchase one share of Common Stock that was originally
issued with each Series A Preferred share. Each share of Series A
Preferred was convertible into four shares of Common Stock.
(5)On June 30, 1996, the Company issued one share of Series AA
Preferred and a New Preferred Warrant in payment of each $10.00 in
outstanding principal and interest due on loans made in 1985 by
founding shareholders.
(6)In September and October 1996, the Company issued a total of
500,000 units ("Units") comprised of one share of Common Stock and
a warrant to purchase one share of Common Stock at a price of $3.75
per share in a private placement. The offering price was $2.50 per
Unit.
Item 4. Purpose of Transaction.
EPI was one of the original group of investors providing
initial financing to the Company shortly after the Company's
organization on September 26, 1984. Since its original investment,
EPI has held and, to the best knowledge of the Company, continues
to hold, the largest beneficial ownership interest of any
shareholder of the Company. John P. Snyder, Chairman and
President, a director, and the largest shareholder of EPI, has
served as a director of the Company since November 1984.
At the present time, but subject to EPI's continuing
evaluation of the factors noted below, EPI and its directors intend
to retain their Shares of the Company's capital stock. Whether EPI
or individual EPI directors purchase additional Shares of the
Company's stock, and the amount and timing of any such purchases,
will depend on their continuing assessment of pertinent factors,
including without limitation, the following: (i) the Company's
financial condition, prospects, and needs for additional financing
in connection with its computer services business, (ii) the
availability of other sources of financing for the Company at
reasonable rates, (iii) the market price of Shares, (iv) EPI's
business and prospects, (v) the personal financial condition of
each of the EPI directors, (vi) other business and investment
opportunities available to EPI and its directors, (vii) general
economic and industry conditions, (viii) stock market and money
market conditions, (ix) the availability and nature of
opportunities to dispose of their investment in Company Securities,
and (x) other plans and commitments of EPI and its directors.
Mr. Snyder, EPI's Chairman and President, currently is one of
the Company's four directors and serves as the Company's Secretary.
The Company has no present plans to seek additional positions on
the Company's board of directors, as presently constituted.
However, EPI may consider seeking one or more additional positions
on the Company's board of directors in the future, should the
number of the Company's directors be increased.
Except as stated above, neither EPI nor, to the best knowledge
of EPI, any of the executive officers or directors of EPI, has any
plans or proposals which will relate to or would result in: (i)
the acquisition by any person of additional securities of the
Company other than in connection with the proposed public offering
of Shares and warrants to purchase Shares and certain other related
transactions described in the registration statement relating to
the present public offering of the Company's securities (Reg. No.
33-14055) or with respect to the matters described under Item 6 --
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer, or the disposition of
securities of the Company, (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation
involving the Company, (iii) a sale or transfer of material amount
of the assets of the Company, (iv) any change in the present board
of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board other than the possible addition of
one or more independent directors, (v) any material change in the
present capitalization or dividend policy of the Company, (vi) any
other material change in the Company's business or corporate
structure, (vii) changes in the Company's articles of
incorporation, bylaws or other actions that may impede the
acquisition of control of the Company by any person, (viii) causing
a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association, (ix) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or (x) any
action similar to any of those enumerated above. EPI may formulate
plans or proposals with respect to one or more of the foregoing in
the future.
Item 5. Interest In Securities Of The Issuer.
EPI Corporation and its directors beneficially own a total of
1,527,485 Shares, representing 45.5% of the outstanding Shares.
The beneficial ownership and voting and investment power of each
member of the group is set forth below.
1. EPI Corporation
(a) EPI beneficially owns 1,317,903 Shares,
representing 39.9% of the outstanding Shares, which
total number of Shares includes 1,055,972 Shares
owned of record by EPI, 108,660 Shares issuable
upon the conversion of 27,165 shares of Series AA
Preferred and 153,271 Shares issuable upon the
exercise of warrants.
(b) EPI's board of directors, listed below, shares
voting and investment power with respect to the
1,317,903 Shares beneficially owed by EPI.
(c) See Item 3 above.
(d) The power to direct the receipt of dividends from,
or the proceeds from the sale of Shares held by EPI
Corporation is held exclusively by EPI's board of
directors.
(e) Not applicable.
2. John P. Snyder
(a) Mr. Snyder beneficially owns 1,350,437 Shares,
representing 40.6% of the Company's outstanding
Shares which total includes 10,997 Shares held of
record by Mr. Snyder, 1,317,903 Shares beneficially
owned by EPI, 2,500 Shares subject to currently
exercisable options, 11,152 Shares issuable upon
the conversion of 2,788 shares of Series AA
Preferred, and 7,885 Shares issuable upon the
exercise of warrants.
(b) Mr. Snyder has sole voting and sole dispositive
power with respect to 32,534 Shares, consisting of
10,997 Shares held of record by him, 2,500 Shares
subject to currently exercisable stock options,
11,152 Shares issuable upon the conversion of 2,788
shares of Series AA Preferred, and 7,885 Shares
issuable upon exercise of warrants. Mr. Snyder
shares voting and investment power with respect to
the 1,317,903 Shares beneficially owned by EPI, of
which he is President, a director, and the largest
shareholder.
(c) See EPI's response to Item 5(c).
(d) Not applicable.
(e) Not applicable.
3. Grace W. Wilkins
(a) Ms. Wilkins beneficially owns 1,334,059 Shares,
representing 40.4% of the Company's outstanding
Shares, which total includes 14,328 Shares held of
record by her, 1,317,903 Shares beneficially owned
by EPI and 1,828 Shares issuable upon the exercise
of warrants.
(b) Ms. Wilkins has sole voting and sole dispositive
power with respect to 16,156 Shares, consisting of
14,328 Shares held of record by her and 1,828
Shares issuable upon the exercise of warrants. As
a director of EPI, Ms. Wilkins shares voting and
investment power with respect to the 1,317,903
Shares beneficially owned by EPI.
(c) See EPI's response to Item 5(c).
(d) Not applicable.
(e) Not applicable.
4. James E. Buchart
(a) Mr. Buchart beneficially owns 1,396,943 Shares,
representing 42.2% of the Company's outstanding
Shares which total includes 63,700 Shares held of
record by him, 1,400 Shares held by him as
custodian for his daughter, 1,317,903 Shares
beneficially held by EPI, 11,152 Shares issuable
upon the conversion of 2,788 shares of Series AA
Preferred, and 2,788 Shares issuable upon the
exercise of warrants. In addition, Mr. Buchart's
wife owns 700 Shares individually and 400 Shares as
custodian for her daughters (Mr. Buchart's step-daughters).
Mr. Buchart disclaims beneficial ownership of the Shares
owned by his wife.
(b) Mr. Buchart has sole voting and sole dispositive
power with respect to 79,040 Shares, consisting of
63,700 Shares held of record by him, 1,400 Shares
held as custodian for his daughter, 11,152 Shares
issuable upon the conversion of 2,788 shares of
Series AA Preferred, and 2,788 Shares issuable upon
the exercise of warrants. As a director of EPI,
Mr. Buchart shares voting and investment power with
respect to the 1,317,903 Shares beneficially owned
by EPI. Mr. Buchart has no voting or dispositive
power with respect to the 1,100 Shares held or
controlled by his wife.
(c) See EPI's response to Item 5(c).
(d) Not applicable.
(e) Not applicable.
5. Robert H. Loeffler
(a) Mr. Loeffler beneficially owns 1,323,653 Shares
representing 40.1% of the Company's outstanding
Shares, which total includes 750 Shares held of
record by him, 5,000 Shares held by him as trustee
for his son, and 1,317,903 Shares beneficially
owned by EPI.
(b) Mr. Loeffler has sole voting and sole dispositive
power with respect to 5,750 Shares of which 750 are
held of record by him and 5,000 are held as trustee
for his son. As a director of EPI, Mr. Loeffler
shares voting and investment power with respect to
the 1,317,903 Shares beneficially owned by EPI.
(c) See EPI's response to Item 5(c).
(d) Not applicable.
(e) Not applicable.
6. Henry A. Schumpf
(a) Mr. Schumpf beneficially owns 1,334,059 Shares,
representing 40.3% of the Company's outstanding
Shares, which total includes 14,328 Shares held of
record by him, 1,317,903 Shares beneficially owned
by EPI, and 1,828 Shares issuable upon the exercise
of warrants.
(b) Mr. Schumpf has sole voting and sole dispositive
power with respect to 16,156 Shares, consisting of
14,328 Shares held of record by him and 1,828
Shares issuable upon the exercise of warrants. As
a director of EPI, Mr. Schumpf shares voting and
investment power with respect to the 1,317,903
Shares beneficially owned by EPI.
(c) See EPI's response to Item 5(c).
(d) Not applicable.
(e) Not applicable.
7. Max G. Baumgardner
(a) Mr. Baumgardner beneficially owns 1,377,849 Shares
representing 41.5% of the Company's outstanding
Shares, which total includes 37,253 Shares held of
record by him, 11,152 Shares issuable upon the
conversion of 2,788 shares of Series AA Preferred,
11,541 Shares issuable upon the exercise of
warrants and 1,317,903 Shares beneficially owned by
EPI.
(b) Mr. Baumgardner has sole voting and sole
dispositive power with respect to 59,946 Shares,
which total includes 37,253 Shares held of record
by him, 11,152 Shares issuable upon the conversion
of 2,788 shares of Series AA Preferred, and 11,541
Shares issuable upon the exercise of a warrant. As
a director of EPI, Mr. Baumgardner shares voting
and investment power with respect to the 1,317,903
Shares beneficially owned by EPI.
(c) See EPI's response to Item 5(c).
(d) Not applicable.
(e) Not applicable.
8. J. Ben Cress
(a) Mr. Cress beneficially owns 1,317,903 Shares,
representing 39.9% of the Company's outstanding
Shares, all of which are beneficially owned by EPI.
(b) As a director of EPI, Mr. Cress shares voting and
investment power with respect to 1,317,903 Shares
beneficially owned by EPI.
(c) See EPI's response to Item 5(c).
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Except as described below, there are no contracts,
arrangements, understandings or relationships among the members of
the group or between them and any other person with respect to any
securities of the Company, including but not limited to the
transfer or voting of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or
profits, division of profits or losses, giving or withholding
proxies.
On July 13, 1992, EPI made a $300,000 loan to the Company to
finance the Company's purchase of certain equipment to be installed
in the Company's new computer center. On January 17, 1995, EPI
extended an additional $500,000 in credit under the loan to assist
in financing the Company's purchase of certain assets of Societe
Twinsys, SA, a French disaster recovery company. The loan bears
interest at an annual rate of 1.5% above the "prime rate" as
published in The Wall Street Journal. The current interest rate is
9.75%. The term of the loan is 90 days, and the loan has been
renewed for additional 90-day terms through January 5, 1997. The
Company granted a second mortgage on its real estate to EPI
Corporation to secure the loan. The preexisting first mortgage is
held by a commercial bank. The Company also issued 15,000 shares
of Common Stock to EPI Corporation when the loan was originally
made in 1992, and has issued 1,000 shares of Common Stock per
$100,000 outstanding principal balance of the loan upon each
renewal of the loan for an additional 90-day term.
Under the terms of the Company's 1988 Stock Option Plan, John
P. Snyder automatically receives an option to purchase 500 Shares
on May 15th of each year he serves as a nonemployee director of the
Company. The exercise price for options granted to nonemployee
directors is the fair market value of the Shares on the date of
grant, and options for approximately one-third of the shares
subject to each option grant become exercisable on May 15th of each
of the first three years following grant. Options granted to
nonemployee directors have a term of ten years.
Item 7. Material to be Filed as Exhibits.
(a) Security Agreement dated July 13, 1992 as amended January
17, 1995 between the Company and EPI Corporation is
incorporated by reference to Exhibit 10.11 to the
Company's 1994 10-KSB.
(b) Second Mortgage dated July 13, 1992 as amended January
17, 1995 between the Company and EPI Corporation is
incorporated by reference to Exhibit 10.12 to the
Company's 1994 10-KSB.
(c) Promissory Note due January 5, 1997 between the Company
and EPI Corporation is incorporated by reference to
Exhibit 10.2 to the Company's 10-QSB/A filed November 19,
1996.
(d) Form of Stock Purchase Warrant Agreement between the
Company and certain investors (including EPI Corporation
and John P. Snyder) is incorporated by reference to
Exhibit 10.5 to the Company's 10-QSB/A filed November 19,
1996.
(e) 1988 Stock Option Plan is incorporated by reference to
Exhibit 10.7 to the Company's 1994 10-KSB.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
EPI CORPORATION
By /s/ John P. Snyder /s/ Robert H. Loeffler
John P. Snyder, President Robert H. Loeffler
Date: December 12, 1996 Date: December 12, 1996
/s/ John P. Snyder /s/ Henry A. Schumpf
John P. Snyder Henry Schumpf
Date: December 12, 1996 Date: December 12, 1996
/s/ Grace W. Wilkins /s/ Max G. Baumgardner
Grace W. Wilkins Max G. Baumgardner
Date: December 12, 1996 Date: December 12, 1996
/s/ James E. Buchart /s/ J. Ben Cress
James E. Buchart J. Ben Cress
Date: December 12, 1996 Date: December 12, 1996
