<PAGE>
As filed with the Securities and Exchange Commission on June 9, 1995
Registration No. 33-91376
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________________
SAZTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
____________________
CALIFORNIA 33-0178457
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
43 MANNING ROAD
BILLERICA, MASSACHUSETTS 01821
(508) 262-9600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
____________________________
DONALD J. CAMPBELL
43 MANNING ROAD
BILLERICA, MASSACHUSETTS 01821
(508) 262-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert C. Levy, Esq. Richard M. Wright, Jr., Esq.
Seigfreid, Bingham, Levy, Selzer & Gee, P.C. Gilmore & Bell, P.C.
2800 Commerce Tower 700 West 47th Street, Suite 400
911 Main Street Kansas City, Missouri 64112
Kansas City, Missouri 64105 (816) 931-7500
(816) 421-4460
____________________________
Approximate date of commencement of proposed sale to the public:
From time to time 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]
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
SAZTEC INTERNATIONAL, INC.
CROSS REFERENCE SHEET
THIS CROSS-REFERENCE SHEET IS PROVIDED PURSUANT TO ITEM 501(b)
OF REGULATION S-K SHOWING THE LOCATION IN THE PROSPECTUS
OF INFORMATION REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number Location in Prospectus
-------------------- ----------------------
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus .... Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus ............................. Inside Front Cover and Table
of Contents
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges .............. The Company; Risk Factors
4. Use of Proceeds ........................... Use of Proceeds
5. Determination of Offering Price ........... Cover Page of Prospectus; Plan
of Distribution
6. Dilution .................................. Not Applicable
7. Selling Security Holders .................. Selling Shareholders
8. Plan of Distribution ...................... Cover Page of Prospectus; Plan
of Distribution
9. Description of Securities to be Registered. Description of Capital Stock
10. Interests of Named Experts and Counsel .... Not Applicable
11. Material Changes .......................... Not Applicable
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
<PAGE>
P R O S P E C T U S
3,175,716 SHARES
SAZTEC INTERNATIONAL, INC.
Common Stock
(no par value)
____________________
The 3,175,716 shares (the "Shares") of Common Stock, no par value (the
"Common Stock") of Saztec International, Inc. (the "Company") are being offered
by the Selling Shareholders identified herein and no part of the proceeds
thereof will be realized by the Company. The Shares may be offered by the
Selling Shareholders from time to time in open market transactions, negotiated
transactions, principal transactions or by a combination of these methods of
sale. See "PLAN OF DISTRIBUTION."
The Shares offered hereby include an aggregate of 2,238,216 Shares held by
the Selling Shareholders and an aggregate of 937,500 Shares that may be
purchased by certain of the Selling Shareholders upon the exercise of certain
warrants to purchase Common Stock, which Shares and warrants were issued by the
Company to the Selling Shareholders in various private placement transactions.
Nothing contained herein requires the Selling Shareholders to exercise any of
such warrants. The warrants are not subject to this Prospectus and are
nontransferable by their terms.
This Prospectus and the Registration Statement of which it forms a part
have been prepared by the Company upon the exercise of certain registration
rights granted to the Selling Shareholders. See "SELLING SHAREHOLDERS."
On June ___, 1995, the average closing bid and asked price for the Common
Stock on the NASDAQ system was $__________.
An investment in the Common Stock of the Company involves a high degree of
risk. See "RISK FACTORS" herein for a discussion of certain of those risks.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
THE DATE OF THIS PROSPECTUS IS JUNE ___, 1995.
____________________
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational 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 may be inspected and copied at the public
reference facilities of the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at certain of its Regional Offices: Seven World
Trade Center, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained at prescribed
rates from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth or incorporated by
reference in the Registration Statement. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE." Copies of the Registration Statement and the exhibits
thereto are on file at the offices of the Commission and may be obtained upon
payment of a prescribed fee or may be examined without charge at the
Commission's public reference facility in Washington, D.C.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written request of any such person, a
copy of any or all documents incorporated by reference herein (including
documents incorporated by reference in such documents), other than exhibits to
such documents. Such written requests should be addressed to: Donald J.
Campbell, Vice President and Chief Financial Officer, Saztec International,
Inc., 43 Manning Road, Billerica, Massachusetts 01821. Telephone requests for
such copies should be directed to Donald J. Campbell, Vice President and Chief
Financial Officer of the Company, (508) 262-9600.
This Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make an offer in that jurisdiction. No person
has been authorized to give any information or to make any representations,
other than as contained in this Prospectus, in connection with the offer
contained in this Prospectus and, if given or made, the information or
representation must not be relied upon. Neither delivery of this Prospectus nor
any sale made pursuant hereto shall, under any circumstances, create any
implication that there has been no change in the information set forth herein.
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<PAGE>
TABLE OF CONTENTS
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . 1
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . 3
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . 7
-ii-
<PAGE>
THE COMPANY
Saztec International, Inc. (the "Company") is a provider of information
management services. The Company specializes in a broad range of services that
help customers manage the conversion of information (data, text, graphics) from
traditional media (paper, microform) to computer usable formats and media. The
Company has extensive experience in creating and maintaining text and image
databases.
The Company also offers services that provide customers with a lower cost
alternative to in-house data entry for a wide range of computer processing
applications. For the direct marketing industry, the Company offers complete
vertically integrated services that include direct mail, subscription
fulfillment and reader service card processing.
The Company's predecessor was incorporated in California in 1976. The
Company's executive offices are located at 43 Manning Road, Billerica,
Massachusetts 01821, and its telephone number is (508) 262-9600. The principal
wholly-owned subsidiaries are Advanced Automation Associates, Inc. and Saztec
Europe, Ltd. Saztec Europe, Ltd. has three wholly-owned subsidiaries--Saztec
Services, Ltd., Knightswade, Ltd., and Saztec Datenverabeitung GmbH.
RISK FACTORS
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK, AND A PROSPECTIVE
PURCHASER OF SHARES SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AS WELL
AS THE ADDITIONAL INFORMATION CONTAINED IN THIS PROSPECTUS, INCLUDING
PARTICULARLY THE INFORMATION INCORPORATED BY REFERENCE HEREIN, COPIES OF WHICH
ARE AVAILABLE AS DESCRIBED HEREIN.
RECURRING OPERATING LOSSES
During the last three fiscal years ended June 30, 1994, and four of the
last five fiscal years, the Company has incurred significant operating losses
and net losses. The Company continued to incur operating losses during the
first three quarters of the fiscal year ending June 30, 1995. As a result of
such recurring operating losses, the Company's independent auditors have
included a going concern explanatory paragraph in their audit report for each of
the years ended June 30, 1994 and 1993, which indicates that substantial doubt
exists as to the Company's ability to continue as a going concern. The
Company's ability to continue as a going concern is dependent upon management
successfully implementing its plan to increase revenues and decrease production
and overhead expenses. Management's plan for attaining profitability includes
the sale of the Financial Transaction Processing division, the implementation of
an additional round of cost cuts, the expected realization of certain expense
savings from sales of divisions/assets and consolidations previously completed,
and increased focus on sales of services in its core businesses. Although
management believes it will be able to implement such plan, there can be no
assurance regarding the achievement of those goals or the timing or degree of
that success.
CONTINUING LIQUIDITY PROBLEMS
The Company has experienced liquidity problems, and at times severe
liquidity problems, over more than the last two years, primarily as a result of
continuing operating losses. The liquidity of the Company is particularly
threatened by the short maturity of its line of credit facility. Even if the
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<PAGE>
Company is successful in extending the maturity of the line of credit, the
Company does not expect that such maturity will be extended for any more than
one year, and may be extended for a period much less than one year. The Company
is exploring and will continue to explore opportunities to alleviate the
liquidity pressures, including replacing the revolving credit facility and
additional private placements of stock. See "RELIANCE ON SECURITIES OFFERINGS."
If the revolving credit facility is not extended and the Company is not
successful in replacing it or raising additional capital, the financial
condition of the Company will be dramatically jeopardized, and the Company's
efforts to return operations to profitability could be impaired or entirely
thwarted.
Management estimates that approximately $500,000 will be required over a
six-month period to implement its plan to restore the Company to profitability.
Management expects to raise the additional funds through the issuance of stock
and through lease-purchase financings for certain equipment acquisitions. The
amount of additional funding required to implement management's plan will
increase if the Company is unsuccessful in its attempts to retain the current
availability of funds under its revolving credit facility or a similar credit
arrangement.
Additionally, the amount and timing of such required funds will be affected
by the timing and success in the implementation of management's plan to return
the Company to profitability. There can be no assurance that such additional
funds can be raised, that such funds will be sufficient for the stated purpose
or period or that management will be able to return the Company to
profitability.
RELIANCE ON SECURITIES OFFERINGS
To satisfy the liquidity and capital requirements of the Company created by
the operating losses, the Company has in recent years sought and obtained
additional funding, which has primarily been in the form of private placements
of the Company's Common Stock and debt securities convertible into Common Stock.
If the Company continues to sustain operating losses, it will need additional
capital infusions. The Company's ability to obtain capital through the issuance
of stock and debt securities in the past should not be viewed as any indication
that the Company will be able to do so in the future, and there can be no
assurance that additional capital will be available to the Company from any
sources.
CONTROL BY PRINCIPAL SHAREHOLDERS
Two individual investors beneficially own approximately 35% and 11%,
respectively, of the Company's outstanding Common Stock as of January 6, 1995.
The 35% shareholder has designated two of the current six members of the
Company's Board of Directors, and may have the practical ability to elect all of
the directors of the Company and to control the Company's management, operations
and affairs.
DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS
During the years ended June 30, 1992, 1993 and 1994, the revenue from the
electronic publishing industry represented 39%, 42% and 49%, respectively, of
the Company's consolidated revenue. Traditionally, the electronic publishing
industry has generated large multi-year contracts from a limited number of
customers. For example, in fiscal 1994, the largest customer of the Company
accounted for 12% of consolidated revenues and the five largest customers of the
Company accounted for an aggregate of 32% of consolidated revenues. All five
customers were in the electronic publishing industry. These electronic
publishing industry projects normally have a finite duration and are not
normally subject to
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<PAGE>
renewal. At all times the Company is in various stages of negotiation and
testing of potential contracts in this industry. Currently, the Company has
issued proposals for contracts that, if obtained, would replace the revenue
scheduled to expire over the next fiscal year. The Company's ability to replace
the current contracts with new contracts is essential to management's goal of
returning the Company to profitability.
CHANGING TECHNOLOGY
Technological advancements occur rapidly in the Company's industry. There
can be no assurance that the Company will be able to adapt to such changes in a
timely manner or that the introduction of new services or technological
developments by others will not render the Company's services obsolete or
uncompetitive. Additionally, the costs of acquiring new generations of
equipment and software could exceed the limited capital resources of the
Company.
SELLING SHAREHOLDERS
The Company has granted certain registration rights to the purchasers of
the Company's Common Stock, pursuant to various private placement transactions
with such purchasers. Under those registration rights agreements, the holders
of the Common Stock issued in the private placement transactions have the right
to demand that the Company register with the Securities and Exchange Commission
their shares of Common Stock for resale (generally referred to as demand
registration rights), or in certain circumstances to participate in registration
of their shares of Common Stock in a registered offering otherwise undertaken by
the Company (generally referred to as piggyback registration rights).
On February 6, 1995, the Company received a notice of exercise of demand
registration rights from nine shareholders of the Company who in 1994 purchased
from the Company shares of Common Stock and warrants to acquire additional
shares of Common Stock from the Company. The Registration Statement of which
this Prospectus forms a part (the "Registration Statement") was filed by the
Company pursuant to that exercise of demand registration rights by those nine
shareholders. Those shareholders hold an aggregate of 1,000,000 shares of
Common Stock, and warrants to acquire an aggregate of 937,500 additional shares
of Common Stock at a purchase price of $1.125 per share (the "Warrants"), all of
which are subject to the Registration Statement.
Pursuant to the piggyback registration rights previously granted by the
Company to various other shareholders, the Company gave notice to such persons
of its intention to file the Registration Statement, and 18 shareholders with
piggyback registration rights exercised such rights and elected to have
registered an aggregate of 1,238,216 additional shares of Common Stock pursuant
to the Registration Statement.
The shareholders of the Company who have exercised demand or piggyback
registration rights and have shares of Common Stock (including shares of Common
Stock to be acquired upon the exercise of Warrants) registered pursuant to the
Registration Statement are referred to herein as the "Selling Shareholders."
None of the Selling Shareholders has had any position, office or material
relationship with the Company in the last three years, other than David
Kimbrell, who received the Shares held by him and offered hereby in a
transaction in 1992 in which the Company acquired substantially all the assets
of a business owned by Mr. Kimbrell.
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<PAGE>
The Selling Shareholders, the number of Shares offered by each, and the
number of Shares offered by each that are subject to Warrants to purchase such
Shares are set forth in the following table:
<TABLE>
<CAPTION>
SHARES OFFERED PERCENTAGE OWNERSHIP
------------------------------------ --------------------
COMMON STOCK PRIOR AFTER
SELLING SHAREHOLDER COMMON STOCK SUBJECT TO WARRANTS TO OFFERING(1) OFFERING(2)
<S> <C> <C> <C> <C>
Ronald I. Heller 233,333 221,643 3.4% -0-
David S. Nagelberg 233,333 221,643 3.4% -0-
Mark Berg 133,333 100,000 1.7% -0-
Frederic Wien 33,334 25,000 * -0-
Martin Rubin 100,000 80,000 1.3% -0-
Murray J. Nagelberg 33,334 25,000 * -0-
Joel Stone 66,666 50,000 * -0-
Quad Capital Partners 33,334 25,000 * -0-
Independence Funding Corp. 133,333 100,000 1.7% -0-
Martan & Co. -- 22,814 * -0-
John Catalano -- 20,500 * -0-
Frank Lupo -- 5,000 * -0-
Frank Messina -- 10,000 * -0-
Frank Persico -- 17,000 * -0-
Alexander Ricci -- 10,000 * -0-
Sheldon S. Traube -- 3,900 * -0-
Albert Lacher 8,750 -- * -0-
James Washburn 8,750 -- * -0-
David Kimbrell 485,000 -- 3.6% -0-
Blunt Canadian Trust FBO
Frances B. Steinwell 62,280 -- * -0-
Blunt Canadian Trust FBO
Patricia B. Koldyke 62,280 -- * -0-
Blunt Canadian Trust FBO
Carlene C. Blunt 62,280 -- * -0-
Patricia B. Koldyke Trust 69,200 -- * -0-
Martin Larid Koldyke Trust 34,600 -- * -0-
Elizabeth P. Koldyke Trust 34,600 -- * -0-
Benjamin S. Koldyke Trust 34,600 -- * -0-
John T. Blunt Trust 13,840 -- * -0-
Thomas P. Owen 10,000 -- * -0-
Richard P. Kiphart 238,916 -- 1.7% -0-
Ellen Kathleen Kiphart, Unif. Gift
Min. Act. II 21,000 -- * -0-
Rebecca Susan Kiphart Unif. Gift
Min. Act. II 21,000 -- * -0-
Julia Grace Kiphart Unif. Gift
Min. Act. II 21,000 -- * -0-
Robert R. Bartels 1990 Childrens Trust
FBO William Robert Bartels 25,060 -- * -0-
Robert R. Bartels 1990 Childrens Trust
FBO Katherine Marie Bartels 25,060 -- * -0-
--------- -------
TOTAL 2,238,216 937,500
__________
<FN>
(1) Based on 12,543,851 shares of Common Stock issued and oustanding as of June 1, 1995, and the assumed
exercise of all Warrants the stock of which is subject hereto.
(2) Assumes all of the Selling Shareholders sell all of the Shares held by them and offered in the offering.
* Less than 1%.
</TABLE>
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<PAGE>
PLAN OF DISTRIBUTION
None of the Selling Shareholders, to the knowledge of the Company, has
entered into any selling agreement, underwriting agreement or other arrangement
with any underwriting firm for the offer or sale of any of the Shares.
The Shares may be sold from time to time to purchasers directly by any of
the Selling Shareholders. Alternatively, any of the Selling Shareholders may
from time to time offer the Shares in open market transactions, negotiated
transactions, principal transactions or by a combination of these methods of
sale.
The Shares may be sold from time to time in one or more transactions at the
then prevailing market price, at a fixed offered price, which may be changed, or
at varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by each Selling Shareholder.
The Selling Shareholders who initially exercised their demand registration
rights (the first nine Selling Shareholders listed in the table under the
caption "SELLING SHAREHOLDERS") are obligated to pay the first $17,500 of the
expenses incident to the registration of the Shares. The Company will pay all
other expenses incident to the registration of the Shares, other than
commissions, fees and discounts, of underwriters, dealers and agents, if any
utilized by the Selling Shareholders.
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 they
have been registered for sale in those states, or unless an exemption from
registration or qualification is available and is obtained.
USE OF PROCEEDS
The proceeds of any sales of Shares made pursuant hereto shall be paid to
the Selling Shareholders who have made such sales. No part of the net proceeds
of the sale of any of the Shares will be paid to the Company.
The Company will receive the proceeds from the exercise of any of the
Warrants, pursuant to the terms thereof. However, nothing contained herein
requires any Selling Shareholder to exercise any Warrant. Additionally, such
Warrants are not subject to this Prospectus or the Registration Statement and by
their terms are nontransferable.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue two classes of capital stock, 1,000,000
shares of Preferred Stock and 20,000,000 shares of Common Stock.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share on all
matters to be voted on by shareholders, except that, upon giving notice required
by law, shareholders may cumulate their votes in the election of directors.
Under cumulative voting, each shareholder may give one nominee a number of votes
equal to the number of directors to be elected multiplied by the number of votes
to which the shareholder's shares are entitled, or distribute the shareholder's
votes on the same principle among any or all of the nominees, as the shareholder
thinks fit. However, no shareholder shall be entitled to cumulate votes unless
a shareholder has given notice before commencement of the voting of the
shareholder's intention to cumulate votes, in which case all shareholders shall
be entitled to cumulate votes. Subject to the rights of holders of outstanding
shares of Preferred Stock, if any, the holders of Common Stock are entitled to
receive such dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available therefor, and
upon liquidation or dissolution of the Company are entitled to receive all
assets available for distribution to the shareholders. The Company has no
present intention of declaring any dividends on the Common Stock for the
foreseeable future. The Common Stock has no preemptive or other subscription
rights and there are no conversion rights or redemption or sinking fund
provisions with respect to such shares. All of the outstanding shares of Common
Stock are fully paid and nonassessable.
PREFERRED STOCK
The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is authorized to fix the number of shares of any series
of Preferred Stock and to determine the designation of any such series. The
Board of Directors is also authorized to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any wholly-
unissued series of Preferred Stock and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any such series subsequent to the issue of shares of that series.
The Board of Directors of the Company previously authorized the
establishment of a series of Preferred Stock known as the Series A Cumulative
Convertible Preferred Stock (the "Series A Preferred") with an aggregate
authorized number of 4,100 Series A Preferred shares. None of the Series A
Preferred is issued and outstanding or is authorized but unissued, and the
Company has no present intention of issuing any shares of Preferred Stock. Any
issuance of a series of Preferred Stock could be used to discourage an
unsolicited acquisition proposal for the Company or otherwise have an anti-
takeover effect. Similarly, the issuance of a series of Preferred Stock could
dilute the voting rights of the holders of the Common Stock.
TRANSFER AGENT AND REGISTRAR
U. S. Stock Transfer Corporation, Glendale, California serves as the
transfer agent and registrar for the Company's Common Stock.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. 0-15353) are incorporated herein by reference as
of their respective dates:
(a) The Company's Annual Report on Form 10-KSB for the year ended
June 30, 1994, as amended by Amendment No. 1 thereto on Form 10-KSB/A;
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended September 30, December 31, 1994 and March 31, 1995;
(c) The Company's Current Report on Form 8-K dated June 6, 1995; and
(d) The Company's Proxy Statement dated January 20, 1995 for the
Company's Annual Meeting of Shareholders held on February 15, 1995.
All documents filed by the Company 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 this offering shall also be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
* * * * *
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
(4) Instruments defining the rights of security holders.
Incorporated by reference to Exhibit 4 to the Company's Form 10-K
for the year ended June 10, 1990.
(5) Opinion of Seigfreid, Bingham, Levy, Selzer & Gee.*
(23.1) Consent of Seigfreid, Bingham, Levy, Selzer & Gee. See
Exhibit 5.
(23.2) Consent of Ernst & Young LLP.**
(23.3) Consent of BDO Stoy Hayward Chartered Accountants.*
* To be filed by amendment.
** Previously filed.
II-1
<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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Kansas City, State of Missouri, on June
7, 1995.
SAZTEC INTERNATIONAL, INC.
By: /s/ Robert P. Dunne
---------------------------------------------
Robert P. Dunne
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Robert P. Dunne Chairman of the Board June 7, 1995
- --------------------------
Robert P. Dunne
/s/ Gary N. Abernathy President, Chief Executive June 7, 1995
- --------------------------
Gary N. Abernathy Officer, Chief Operating
Officer and Director
/s/ Donald J. Campbell Vice President and Chief June 7, 1995
- --------------------------
Donald J. Campbell Financial Officer (Chief
Financial Officer and
Chief Accounting Officer)
Director June ___, 1995
- --------------------------
Barry G. Craig
/s/ Robert P. Dunne* Director June 7, 1995
- --------------------------
Lee R. Petillon
/s/ Robert P. Dunne* Director June 7, 1995
- --------------------------
Elizabeth A. Coleman
/s/ Robert P. Dunne* Director June 7, 1995
- --------------------------
Tom W. Olofson
* Executed by Robert P. Dunne, as Attorney-in-Fact for the named individuals
pursuant to a Power of Attorney dated April 18, 1995, as filed with the
Securities and Exchange Commission with the Registration Statement.
II-2
<PAGE>
EXHIBITS
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------ --------------------
(4) Instruments defining the rights of security holders.
Incorporated by reference to Exhibit 4 to the Company's Form 10-K
for the year ended June 10, 1990.
(5) Opinion of Seigfreid, Bingham, Levy, Selzer & Gee.*
(23.1) Consent of Seigfreid, Bingham, Levy, Selzer & Gee. See
Exhibit 5.
(23.2) Consent of Ernst & Young LLP.**
(23.3) Consent of BDO Stoy Hayward Chartered Accountants.*
* To be filed by amendment.
** Previously filed.
