SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 2, 2000 (October 18,
2000)
SAZTEC INTERNATIONAL, INC.
CALIFORNIA 000-15353 33-0178457
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
900 Middlesex Turnpike Building 5, Billerica, MA 01821-3929
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(Address of Principal Executive Offices)
(978) 901-9600
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(Registrant's Telephone Number, Including Area Code)
43 Manning Road, Billerica, MA 01821
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On October 18, 2000, Datamatics Technologies Limited ("Datamatics") concluded
the purchase of an aggregate of 2,018,174 shares of common stock of Saztec
International, Inc. ("the Company"), at a purchase price of $0.47 per share
($948,542 in the aggregate) from Tallard Infologix, N.V., a Netherland
corporation ("Infologix"), a wholly-owned subsidiary of Tallard, B.V., and from
Maida Vale Limited, a British Virgin Islands company ("Maida Vale"). Maida Vale
is an affiliate of Infologix. For further information concerning the
relationship between Infologix and Maida Vale and other parties that may be
deemed to control, or that constitute affiliates of, Infologix and Maida Vale,
see Amendment No. 7 to Schedule 13D filed October 26, 2000, by such parties with
respect to their ownership of stock in the Company. The purchase was made
pursuant to a Stock Purchase Agreement dated as of September 12, 2000, by and
among Datamatics, Infologix and Maida Vale (the "Stock Purchase Agreement").
Under a separate Voting Agreement dated as of September 12, 2000, and effective
as of the closing of the Stock Purchase Agreement between Datamatics, Infologix
and Maida Vale (the "Voting Agreement"), Infologix and Maida Vale have agreed
that Maida Vale will be obligated to vote such shares of the Company as they may
own, for a period of two years from the date of the Voting Agreement, in
accordance with Datamatics' instructions as to the election of directors
nominated by Datamatics. Under the Voting Agreement, Datamatics will be
obligated to vote all of the shares of Common Stock it holds, for a period of
two years from the date of the Voting Agreement, in accordance with Maida Vale's
instructions as to the election of one director nominated by Maida Vale. In
addition, the Voting Agreement will require Maida Vale to vote all of its shares
of Common Stock in accordance with Datamatics' instructions, for a period of two
years from the date of the Voting Agreement, in the case of the following
potential transactions that require shareholder votes to be taken: (i) sale of
all or substantially all of the Company's assets; (ii) the acquisition of the
Company by another corporation or entity by consolidation, merger or other
reorganization in which the holders of the Company's outstanding voting stock
immediately prior to such transaction own, immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of the
corporation or other entity surviving such transaction, or any other
consolidation, merger or other reorganization involving the Company; (iii) the
liquidation, dissolution, winding-up or similar transaction of the Company; (iv)
the amendment or proposed amendment of the articles of incorporation or bylaws
of the Company, provided that such amendment or proposed amendment does not
adversely affect the rights of Infologix or Maida Vale; (v) the reincorporation
of the Company in a jurisdiction other than California; and (vi) any matter
relating to the Company's European operations.
Under the Stock Purchase Agreement, Datamatics made a commitment to loan to the
Company within seven days of the closing of the Stock Purchase Agreement, not
less than $550,000 to finance the Company's anticipated working capital needs.
The $550,000 loan to the Company from Datamatics was made on October 3, 2000,
pursuant to a convertible promissory note due September 25, 2001, the terms of
which permit Datamatics to acquire upon conversion that number of shares of
common stock of the Company as is equal to the quotient of a fraction, the
numerator of which is the balance of principal and unpaid interest, and
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the denominator of which is a conversion price of thirty-six cents ($0.36) per
share. As a result Datamatics has the right at any time to convert the note into
shares of common stock of the Company. The conversion rate would result in the
issuance of 1,527,777 shares being issued to Datamatics upon conversion of the
full principal amount of the note. Additional shares would be issuable upon
conversion of the amount owed from time to time under the note for accrued and
unpaid interest, which accrues under the terms of the note at a variable rate
equal to 2% above the prime rate as published from time to time in the Wall
Street Journal "Money Rates" column. If the convertible note held by Datamatics
were held and converted immediately prior to maturity, an additional 152,778
shares would be issuable on conversion of the accrued and unpaid interest based
upon an assumed interest rate of 10% per annum from the date of issuance until
maturity. The effective rate of interest on the convertible note as of the date
of this filing was 11.5%.
Pursuant to the Stock Purchase Agreement, Maida Vale acquired 1,034,181 shares
of common stock of the Company on October 18, 2000, upon conversion of a
convertible promissory note in the principal amount of $500,000 issued in June
2000 by the Company to Maida Vale. As a result of (i) the purchase by Datamatics
described above, (ii) the conversion by Maida Vale of the convertible note held
by it, and (iii) the Voting Agreement, Datamatics has sole or shared voting
control (excluding shares that might be issued in the future upon conversion, in
whole or in part, of the convertible promissory note held by Datamatics) over an
aggregate of 3,251,716 shares of the Company, or 58.6% of the Company's issued
and outstanding shares. Assuming the ownership by Datamatics of shares issuable
upon conversion of the principal amount of convertible note held by it,
Datamatics' aggregate beneficial ownership would cover a minimum of 4,780,132
shares, or 67.5% of the Company's common stock. This excludes shares issuable to
Datamatics in payment of accrued and unpaid interest on the note.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAZTEC INTERNATIONAL, INC.
Date: November 2, 2000 By: /s/ Christopher Parker
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Title: President
