SCHEDULE 14a
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SAZTEC INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, of
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date Filed:
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<PAGE>
SAZTEC INTERNATIONAL, INC.
43 MANNING ROAD
BILLERICA, MA 01821
-----------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 20, 1997
-----------------------------------
TO THE STOCKHOLDERS OF SAZTEC INTERNATIONAL, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SAZTEC
INTERNATIONAL, INC., (the "Company") will be held at the Company offices at 43
Manning Road, Billerica, MA 01821, on February 20, 1997 at 9:00 o'clock a.m.,
Eastern Standard Time, for the following purposes:
1. To elect seven (7) Directors of the Board of Directors of the
Company, each for the term of 1 year or until their successors
shall have been duly elected and qualified;
2. To ratify the appointment of Grant Thornton LLP as independent
certified public accountants for the year ended June 30, 1997;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Only stockholders of record at the close of business on January 21, 1997 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Copies of the Company's 1996 Form 10-KSB and Form 10-QSB for the quarter ended
September 30, 1996, accompany this Notice. This accompanying document is part of
the proxy soliciting material and is incorporated by this reference.
Billerica, Massachusetts By Order of the board of Directors
January 21, 1997
/s/ KENT L. MEYER
----------------------------------
Kent L. Meyer, Secretary
<PAGE>
SAZTEC INTERNATIONAL, INC.
43 MANNING ROAD
BILLERICA, MA 01821
-----------------------------------
PROXY STATEMENT
GENERAL INFORMATION
The accompanying Proxy is solicited by the management of SAZTEC International,
Inc. (the "Company") to be used at the Annual Meeting of Stockholders to be held
on February 20, 1997 at 9:00 a.m., Eastern Time, at the Company offices at 43
Manning Road, Billerica, MA 01821, and at any adjournment or adjournments
thereof. At the meeting, seven directors will be elected, the ratification of
Grant Thornton International as independent accountants will be voted on, and
any other such business which may properly come before the meeting will be
transacted. The shares represented by valid proxies in the enclosed form will be
voted as specified if executed and received in time for the meeting. Proxies
returned with no indication as to how they should be voted will be voted in
favor of each of the proposals listed.
REVOCABILITY OF PROXIES
A stockholder who executes and returns the accompanying form of Proxy may revoke
it at any time prior to its being voted by signing another form of Proxy bearing
a later date, or by signing a written notice of revocation and, in either case,
delivering the Proxy or notice to the Secretary of the Company by mail prior to
the Annual Meeting or in person at the Annual Meeting. Irrespective of the
above, execution of the form of Proxy will not in any way affect a stockholder's
privilege to attend the Annual Meeting and vote in person, provided that the
stock is held in the stockholder's name and not in the name of a street nominee.
STOCKHOLDERS PROPOSALS
Proposals of stockholders of the Company which are intended to be presented to
such stockholders at the Company's next Annual Meeting must be received by the
Company no later than August 4, 1997 in order that they may be included in the
proxy statement and form of proxy relating to that meeting.
ANNUAL REPORT
The Company's 1996 Form 10-KSB accompanies this Proxy Statement.
OUTSTANDING VOTING SECURITIES
Only holders of record of the Company's Common Stock, no par value, ("Common
Stock") on January 21, 1997 (the "Record Date") are entitled to notice of and to
vote at the meeting or at any adjournment or adjournments thereof. On January
21, 1997, the Company had issued and outstanding 14,297,651 shares of Common
Stock.
VOTING OF SHARES
Every stockholder voting for the election of directors may cumulate such
stockholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which the
stockholder's shares are entitled, or distribute such stockholder's votes on the
same principle among as many candidates as the stockholder may select, provided
that votes cannot be cast for more than 7 candidates. However, no stockholder
shall be entitled to cumulate votes unless the candidate's name has been placed
in nomination prior to the voting and the stockholder has expressed an intention
to cumulate votes. In the event of cumulative voting, the Proxy solicited by the
Board of Directors confers discretionary authority on the proxies to cumulate
votes also.
<PAGE>
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal year ended June 30, 1996, the
compensation received by the Company's Chief Executive Officer and each of the
most highly compensated executive officers whose compensation exceeded $100,000
for services rendered to the Company, or would have exceeded $100,000 if they
had been employed by the Company for the entire year.
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION AWARD
------------ ------------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND SALARY ($) BONUS OPTIONS COMPENSATION
- -------- ---------- ----- ------- ------------
PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ------------------ ---- --- --- --- ---
<S> <C> <C> <C>
GARY N. ABERNATHY 1996 110,881 50,000
President and Chief 1995 115,375 100,000 55,000 (2)
Executive Officer 1994 109,000 50,000 4,990 (1)
ELVIN E. SMITH (3) 1996 81,080
Senior Vice President 1995 106,093
Sales 1994 97,156 18,937 25,000
</TABLE>
(1) Comprised of the taxable portion of split dollar life insurance premiums for
the named executive.
(2) Market value of 80,000 shares of common stock to Mr. Abernathy as part of an
employment agreement with the Company dated January 1, 1995, and authorized to
be issued as of September 21, 1995.
(3) Mr. Smith resigned from the Company December 31, 1995.
<PAGE>
STOCK OPTIONS ISSUED
The following table sets forth the stock options issued to the named executives
during the year ended June 30, 1996:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
NUMBER OF SECURITIES % OF TOTAL OPTIONS EXERCISE
UNDERLYING OPTIONS GRANTED TO EMPLOYEES OR BASE
NAME GRANTED (#) IN FISCAL YEAR PRICE ($/SH.) EXPIRATION DATE
---- ----------- -------------- ------------- ---------------
<S> <C> <C> <C> <C>
Gary N. Abernathy 50,000 11.6% .25 May 14, 2001
STOCK OPTIONS EXERCISED
During the year ended June 30, 1996, no stock options were exercised by the
named executive. For the fiscal year ended June 30, 1996, no stock options
previously awarded to the named executive were repriced. The following table
sets forth, as of June 30, 1996, the exercisable and unexercisable portions of
stock options held by the named executive.
NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS AT FISCAL YEAR END (#)
SHARES ACQUIRED VALUE ------------------------------------------
NAME ON EXERCISE ($) REALIZED ($) EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------- -------------
Gary N. Abernathy -0- -0- 80,000 120,000
</TABLE>
As of June 30, 1996, there was no unrealized value with respect to the
exercisable or unexercisable portions of the options held by the above-named
executives.
LONG-TERM INCENTIVE PLAN AWARDS
The Company has no Long-term Incentive Plan Awards currently in effect.
EMPLOYMENT CONTRACTS
Mr. Abernathy has an employment contract entered into with the Company on
January 1, 1995 under which Mr. Abernathy will perform the duties of the office
to which he is elected by the Board of Directors. The contract is for a three
year term ending December 31, 1997.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 21, 1997, information concerning
the beneficial ownership of the Common Stock of the Company by (i) each person
who is known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each director of the Company, and (iii) all directors and
executive officers of the Company as a group.
NAME AND ADDRESS NO. OF SHARES PERCENT OWNED (1)
---------------- ------------- -----------------
Gary N. Abernathy (2)
43 Manning Road
Billerica, MA 01821 215,159 1.2
Robert P. Dunne (3)
928 Southwest Tenth Street
Miami, FL 33130 752,067 4.2
Lee R. Petillon
21515 Hawthorne Blvd., #420
Torrance, CA 90503 109,000 *
Tom W. Olofson (4)
501 Kansas Ave
Kansas City, KS 50116 384,000 2.1
Richard P. Kiphart (5)
222 West Adams
Chicago, IL 60603 1,565,786 8.7
Tallard B.V. (6)
c/o Peder G. Wallenberg
Amsteldijk 166 Rivierstaete
1079 LH Amsterdam 4,562,697 25.4
Datamatics Technologies PVT. LTD. (7)
c/o Dr. Lalit S. Kanodia, Chairman
Unit #118-120, SDF 4,
SEEPZ Andheri (East)
Bombay 400 096, India 1,600,000 8.9
Pradeep Barthakur (8)
26 Derby Lane
Tyngsboro, MA 01879 800,000 4.4
All Directors and Officers
as a Group (8 persons) 2,479,226 13.8
* Less than one percent (1%)
<PAGE>
(1) Based on 14,297,651 shares outstanding on January 21, 1997, 116,666 shares
authorized to be issued, 476,200 exercisable options and warrants to issue an
additional 3,071,500 shares, in aggregate, at such date, for a total of
17,962,017.
(2) The shares beneficially owned by Mr. Abernathy are issued in the following
manner: 10,769 shares in the name of Information Control, Inc. which is
wholly-owned by Mr. Abernathy, a vested right to acquire 100,000 shares pursuant
to stock options, 64,400 shares owned directly, and warrants for 40,000 shares.
(3) The shares beneficially owned by Mr. Dunne consist of: 94,565 shares in the
name of Robertson Corporation (of which Mr. Dunne is the sole owner), a vested
right to acquire 228,000 shares pursuant to stock options, warrants to purchase
120,000 shares, 300 shares held by the Amy Schneeberger Trust, of which Mr.
Dunne is a trustee, 400 shares held by Mrs. Dunne's Individual Retirement
Account, and 308,802 shares owned directly.
(4) The shares beneficially owned by Mr. Olofson consist of: 226,000 shares
owned directly, vested options to purchase 18,000 shares, and warrants to
purchase 140,000 shares.
(5) The shares beneficially owned by Mr. Kiphart consist of: 1,302,746 shares
owned directly, warrants to purchase 120,000 shares, and 143,040 shares in the
aggregate, held by three trusts for Mr. Kiphart's children, of which Mrs.
Kiphart is the trustee.
(6) The shares beneficially owned by Tallard B.V. consist of: 4,129,364 shares
owned directly by Tallard B.V., 83,333 shares authorized to be issued, and a
right to acquire 350,000 shares pursuant to stock warrants held by Tallard B.V.
Tallard B.V. is wholly owned by Mr. Wallenberg, and he may be deemed to be the
beneficial owner of all shares held by Tallard B.V.
(7) The shares beneficially owned by Datamatics Technologies PVT. LTD. consist
of: 800,000 shares owned directly and warrants to purchase 800,000 shares.
Datamatics Technologies PVT. LTD. is wholly owned by Dr. Lalit S. Kanodia, and
he may be deemed to be the beneficial owner of these shares.
(8) The shares held by Mr. Barthakur consist of 400,000 shares owned directly
and warrants to purchase 400,000 shares.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ELECTION OF DIRECTORS
The Bylaws of the Company allow for a Board of Directors of six to nine members,
however, management proposes the election of only seven (7) nominees, listed
below. Pursuant to a Conversion Agreement dated December 31, 1993, between the
Company, Tallard B.V., and the holders of the Company's Preferred Stock, Tallard
has the right to Board representation. Subject to applicable law, for so long as
Tallard and its affiliates shall own fifteen percent (15%) or more of all issued
and outstanding shares of Common Stock of the Company or its successors, Tallard
shall have the right to designate one-quarter (1/4) of the candidates (but in no
event less than 2) at each election of the Board of Directors of the Company or
its successors. For so long as Tallard and its affiliates shall own five percent
(5%) or more, but less than fifteen percent (15%), of all issued and outstanding
shares of Common Stock of the Company or its successors, Tallard shall have the
right to designate one (1) candidate at each election of the Board of Directors
of the Company or its successors.
The previously-elected Directors designated by Tallard, Mr. Barry G. Craig and
Ms. Elizabeth A. Coleman, resigned from the Board on June 28, 1995, and July 17,
1995 respectively, both stating personal reasons. Neither individual indicated
any dispute with the Company. Since July 1995 Tallard B.V. has not been
represented on the Board. Tallard has designated replacement nominees Claus H.
Stenbaek and Timothy Mahoney for election to the Board; together with the five
incumbent nominees, a total of seven directors are nominated in this election.
Each nominee has consented to be named as a nominee and has indicated their
intent to serve if elected. Each Director will serve for a term of one year or
until their successor is elected and qualified. Unless authority is withheld,
the persons named in the enclosed proxy will vote such proxy for the election of
the nominees listed below, reserving however full discretion to vote such proxy
for other persons if any nominee is unable or unwilling to serve. Any votes so
cast may be distributed among the persons voted for in such proportion as the
persons named in the enclosed proxy shall see fit. The Board of Directors has no
reason to believe that any nominee will be unavailable. In the event of
cumulative voting, the Proxy solicited by the Board of Directors confers
discretionary authority on the proxies to cumulate votes so as to elect the
maximum number of nominees.
NOMINEES FOR DIRECTOR
NAME AGE POSITION WITH COMPANY
---- --- ---------------------
Robert P. Dunne 67 Chairman of the Board, Director
Gary N. Abernathy 56 President, Director,
Chief Executive Officer
Tom W. Olofson 55 Director
Lee R. Petillon 67 Director
Pradeep Barthakur 48 Director
Claus H. Stenbaek 35 None
Timothy E. Mahoney 40 None
<PAGE>
Mr. Dunne has been a director of the Company since March 1985. On November 8,
1990, Mr. Dunne was appointed Chairman of the Board. Since 1974 Mr. Dunne has
also been President and Chief Executive Officer, a director, the principal
shareholder, and is currently the sole shareholder of Robertson Corporation. Mr.
Dunne is a Certified Public Accountant.
Mr. Abernathy was Group Vice President of the Company from May 1, 1987 to
February 1, 1988; President and Chief Operating Officer from February 1, 1988,
until May 1990, when he became Vice Chairman and Chief International Officer. On
December 9, 1994, Mr. Abernathy was appointed Chief Executive Officer. Mr.
Abernathy was elected as a Director of the Company in March, 1985. From 1985 to
April, 1994, Mr. Abernathy was an officer, director and a principal shareholder
of Robertson Corporation, which is also a shareholder of the Company.
Mr. Petillon was elected to the Company's Board of Directors in August, 1988.
Since 1978 Mr. Petillon has been in private law practice, dealing primarily in
the areas of business, corporation, securities, mergers and acquisitions and
corporate finance. Mr. Petillon served as the Company's legal counsel from June
1983 to June 1988.
Mr. Olofson was elected to the Company's Board of Directors in November, 1991.
Mr. Olofson has been Chairman and Chief Executive Officer of Electronic
Processing, Inc. since July, 1988. Mr. Olofson also serves as a member of the
Board of Directors of various private companies in which he is an investor.
Mr. Barthakur was elected director at the regular meeting of the Company's Board
of Directors on September 12, 1996. Mr. Barthakur is Executive Vice President &
Secretary of Datamatics (America) Inc., where he has been employed since 1992.
Datamatics (America) Inc. is a part of the Datamatics Group of Companies.
Mr. Stenbaek has been Chief Financial Officer of Tallard B.V. since 1995. From
1991 to 1995 he was Finance Director of F.L. Smidth & Cia., S.A. located in
Madrid, Spain.
Mr. Mahoney founded the Union Atlantic LC merchant bank in 1994. The bank
provides management and capital to emerging technology companies. From 1991 to
1994 he was President of the SyDOS Division of SyQuest Technology.
The election of each director requires the affirmative vote of a majority of the
shares of the Common Stock represented in person or by proxy, unless cumulative
voting is demanded at the Annual Meeting. If cumulative voting is in effect, the
candidates receiving the highest number of votes, up to the number of directors
to be elected, shall be elected.
The Board of Directors recommends that the shareholders vote "FOR" the election
as a Director of each of the nominees described above (Proposal 1 on the Proxy
Card).
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
All Directors hold office until the next annual meeting of shareholders and
until their successors are duly elected and qualified. Each elected Director who
is not an employee of the Company receives compensation of $2,000 per quarter
plus reimbursement of actual expenses to attend regular quarterly meetings of
the Board. The Chairman of the Board of Directors receives $6,000 per quarter
plus reimbursement of actual expenses to attend regular meetings. Executive
Officers are elected annually by, and serve at the pleasure of, the Board of
Directors.
During the 1996 fiscal year, the Board of Directors held 4 regular meetings. All
Directors attended all the meetings.
The Audit Committee, which consists of Directors Robert P. Dunne and Lee R.
Petillon, reviewed matters relating to the Company's internal and external
audits. The Committee held one meeting in fiscal 1996. The Compensation
Committee, which consists of Directors Robert P. Dunne, Lee R. Petillon, and Tom
W. Olofson considered and approved grants of compensation and stock options to
the Company's key employees. The Compensation Committee held one meeting in
fiscal 1996. The Company does not have a Nominating Committee.
EXECUTIVE OFFICERS
Officers are elected on an annual basis by the Board of Directors and serve at
the discretion of the Board. Information is provided under the heading
"Directors" above, for the following officers: Robert P. Dunne, and Gary N.
Abernathy. Other executive officers are as follows:
NAME AGE POSITION
---- --- --------
Kent L. Meyer 53 Secretary
Thomas K. O'Loughlin 44 Treasurer
Mr. Meyer has been a Vice President of the Company since 1987 and served as a
director from November 1983 through January 1995.
Mr. O'Loughlin, a Certified Public Accountant, joined the Company in July 1995,
has been a Vice President since September 1996 and has served as Treasurer since
February 1996.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based on the information available to the Company, all Section 16(a) filing
requirements are satisfied.
<PAGE>
INDEPENDENT ACCOUNTANTS
The Audit Committee of the Board of Directors recommends that Grant Thornton
LLP, independent public accountants for the year ended June 30, 1996, serve in
the same capacity for the current fiscal year ending June 30, 1997.
The Board of Directors recommends that the shareholders vote "FOR" the
ratification of Grant Thornton LLP as independent public accountants for the
fiscal year ended June 30, 1997, (Proposal 2 on the Proxy Card).
The Audit Committee of the Board of Directors recommended that Ernst & Young,
independent public accountants for the Company for the fiscal year ended June
30, 1995, not be retained for the fiscal year ending June 30, 1996. The Audit
Committee recommended, the Board of Directors selected, and the shareholders
ratified, Grant Thornton LLP, independent certified public accountants, to serve
for the fiscal year ended June 30, 1996. No disagreements existed between Ernst
& Young and the Company for the fiscal year ended June 30, 1995, or during any
other period. The report issued by Ernst & Young for the year ended June 30,
1995 was modified as to uncertainty as a going concern.
A representative of Grant Thornton LLP is not expected to be present at the
annual meeting.
OTHER MATTERS
The Board of Directors is not aware of any matter which may properly be
presented for action at the Annual Meeting other than the matters set forth
herein but should any other matter requiring a vote of the shareholders arise,
it is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the best judgment of the person or persons voting the
proxies, in the interests of the Company, discretionary authority to do so being
included in the proxy.
All shareholders are urged to fill in, sign and promptly return the enclosed
proxy card.
By Order of the Board of Directors
/s/ KENT L. MEYER
---------------------------
Kent L. Meyer, Secretary
