<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 6)(1)
SAZTEC INTERNATIONAL, INC.
-------------------------------------
(Name of Issuer)
Common Stock, no par value per share
-------------------------------------
(Title of Class of Securities)
805842 10 1
-------------------------------------
(CUSIP Number)
James D. Rosener, Esquire
Pepper Hamilton LLP
1235 Westlakes Dr., Suite 400
Berwyn, PA 19312
-------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2000
------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box .
Note: Schedules filed in paper format should include a signed original
and five copies of the schedule, including all exhibits. See Rule 13-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 36 Pages)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
_______________________________________________________________________________
CUSIP No. 805842 10 1 SCHEDULE 13D Page 2 of 36 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tallard Infologix N.V.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 1,753,174
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | |
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,753,174
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,753,174
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
<PAGE>
_______________________________________________________________________________
CUSIP No. 805842 10 1 SCHEDULE 13D Page 3 of 36 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tallard B.V.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 1,753,174
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | |
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,753,174
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,753,174
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
_______________________________________________________________________________
CUSIP No. 805842 10 1 SCHEDULE 13D Page 4 of 36 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bancroft (Antilles) N.V.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands Antilles
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 1,753,174
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | |
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,753,174
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,753,174
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
<PAGE>
_______________________________________________________________________________
CUSIP No. 805842 10 1 SCHEDULE 13D Page 5 of 36 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hammerwood (B.V.I.) Limited
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
WC
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The British Virgin Islands
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 3,045,327 (includes 1,027,153 shares issuable upon the
BENEFICIALLY | | conversion of a promissory note and its accrued
OWNED BY | | interest through the date of this statement)
EACH |_____|________________________________________________________
REPORTING | |
PERSON WITH | 8 | SHARED VOTING POWER
| |
|_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 3,045,327 (includes 1,027,153 shares issuable upon the
| | conversion of a promissory note and its accrued
| | interest through the date of this statement)
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,045,327
(includes 1,027,153 shares issuable upon the conversion of a
promissory note and its accrued interest through the date of this
statement)
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-5-
<PAGE>
_______________________________________________________________________________
CUSIP No. 805842 10 1 SCHEDULE 13D Page 6 of 36 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maida Vale Limited
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
WC
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 1,292,153 (includes 1,027,153 shares issuable upon
BENEFICIALLY | | the conversion of a promissory note and its accrued
OWNED BY | | interest through the date of this statement)
EACH |_____|________________________________________________________
REPORTING | |
PERSON WITH | 8 | SHARED VOTING POWER
| |
|_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,292,153 (includes 1,027,153 shares issuable upon
| | the conversion of a promissory note and its accrued
| | interest through the date of this statement)
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,292,153 (includes 1,027,153 shares issuable upon the conversion of
a promissory note and its accrued interest through the date of this
statement)
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-6-
<PAGE>
_______________________________________________________________________________
CUSIP No. 805842 10 1 SCHEDULE 13D Page 7 of 36 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Domain Foundation
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
WC
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 2,976,198 (includes 1,027,153 shares issuable upon
BENEFICIALLY | | the conversion of a promissory note and its accrued
OWNED BY | | interest through the date of this statement)
EACH |_____|________________________________________________________
REPORTING | |
PERSON WITH | 8 | SHARED VOTING POWER
| | 69,129
|_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 2,976,198 (includes 1,027,153 shares issuable upon
| | the conversion of a promissory note and its accrued
| | interest through the date of this statement)
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 69,129
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,045,327
(includes 1,027,153 shares issuable upon the conversion of a
promissory note and its accrued interest through the date of this
statement)
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-7-
<PAGE>
_______________________________________________________________________________
CUSIP No. 805842 10 1 SCHEDULE 13D Page 8 of 36 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elmwood Investments Holdings Ltd.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
WC
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 2,976,198 (includes 1,027,153 shares issuable upon
BENEFICIALLY | | the conversion of a promissory note and its accrued
OWNED BY | | interest through the date of this statement)
EACH |_____|________________________________________________________
REPORTING | |
PERSON WITH | 8 | SHARED VOTING POWER
| | 69,129
|_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 2,976,198 (includes 1,027,153 shares issuable upon
| | the conversion of a promissory note and its accrued
| | interest through the date of this statement)
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 69,129
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,045,327
(includes 1,027,153 shares issuable upon the conversion of a
promissory note and its accrued interest through the date of this
statement)
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-8-
<PAGE>
_______________________________________________________________________________
CUSIP No. 805842 10 1 SCHEDULE 13D Page 9 of 36 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peder Wallenberg
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | |
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 0
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-9-
<PAGE>
SCHEDULE 13D STATEMENT
This Amendment No. 6 (this "Amendment"), dated September 25,
2000, to the statement on Schedule 13D, filed by Tallard B.V., Bancroft
(Antilles) N.V., Hammerwood (B.V.I.) Limited and Peder Wallenberg (the
"Statement") is filed pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, by (i) Tallard Infologix N.V., a company incorporated in
the Netherlands ("Infologix"), (ii) Tallard B.V., a company incorporated in The
Netherlands ("Tallard"), (iii) Bancroft (Antilles) N.V., a company incorporated
in The Netherlands Antilles ("Bancroft"), (iv) Hammerwood (B.V.I.) Limited, a
company incorporated in the British Virgin Islands ("Hammerwood"), (v) Elmwood
Investments Holdings Ltd., a company incorporated in the British Virgin Islands
("Elmwood"), (vi) Domain Foundation, an enterprise foundation created under the
laws of Lichtenstein ("Domain"), (vii) Maida Vale Limited, a company
incorporated in the British Virgin Islands ("Maida Vale") and (viii) Peder
Wallenberg, an individual who is a citizen of Sweden and a resident of Sweden
("Wallenberg"). Infologix, Tallard, Bancroft, Hammerwood, Elmwood, Domain, Maida
Vale and Wallenberg are each referred to herein as a "Reporting Person" and
collectively as the "Reporting Persons". The Amendment is being jointly filed by
the Reporting Persons pursuant to a joint filing agreement filed as Exhibit 99.1
hereto.
This Amendment is being filed to reflect (i) purchases and
transfers made by certain Reporting Persons, (ii) that Wallenberg is no longer a
beneficial owner of the Common Stock (as defined hereafter) of the Issuer (as
defined hereafter) and (iii) a change in intent.
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is the common stock, no par value ("Common Stock"), of Saztec
International, Inc., a California corporation (the "Issuer"). The principal
executive office of the Issuer is located at 43 Manning Road, Billerica,
Massachusetts 01821-3966.
Item 2. Identity and Background.
Infologix is wholly owned by Tallard, which is wholly owned by
Bancroft. Bancroft is wholly owned by Hammerwood. Maida Vale is wholly owned by
Hammerwood. Elmwood owns 75% of the Class A shares of Hammerwood and 100% of the
Class B shares of Hammerwood. Elmwood's ownership of the Class B shares of
Hammerwood gives Elmwood 97.73% voting control over Hammerwood. Elmwood is
wholly owned by Domain.
(a)-(c), (f) The name, residence or business address, principal occupation,
employment or business, and, as appropriate, the citizenship or place of
organization of the Reporting Persons, and each person who is an executive
officer or director or a person controlling Infologix, Tallard, Bancroft,
Hammerwood, Elmwood, Domain and Maida Vale, are set forth on Schedule I attached
hereto and incorporated by reference herein.
-10-
<PAGE>
(d) During the last five years, none of the Reporting Persons,
and, to the knowledge of the Reporting Persons, none of the other persons listed
on Schedule I attached hereto, has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons,
and, to the knowledge of the Reporting Persons, none of the other persons listed
on Schedule I attached hereto, was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which proceeding
such person was or is subject to 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons have acquired, or disposed of,
securities of the Issuer since the date of filing of Amendment No. 5.
Consideration for the purchases of the securities of the Issuer by certain
Reporting Persons was derived from working capital of such Reporting Persons.
In December, 1993, Tallard converted a $1,750,000 loan to the
Issuer, including interest accrued thereon, into 588,328 shares of Common Stock.
In March, 1994, Tallard acquired 62,500 shares of Common Stock and a warrant to
purchase 62,500 shares of Common Stock, which has expired, for a total purchase
price of $250,000. In October, 1994, Tallard acquired 306,513 shares of Common
Stock for a purchase price of $750,000. In November, 1994, Tallard acquired
75,000 shares of Common Stock from Tallard Technologies, Inc., a Netherlands
corporation, for a purchase price of $225,000. In May, 1997, Tallard transferred
all shares and warrants of the Issuer to Infologix. In June, 1997, Infologix
acquired 700,000 shares of Common Stock and warrants to purchase 700,000 shares
of Common Stock, which have expired, for a total purchase price of $700,000. In
November, 1997, Infologix acquired 83,333 shares of Common Stock. In December
1996, Wallenberg transferred all shares in Tallard to Hammerwood. From May 1998
to August 1998, Hemingfold Investments Ltd., B.V. ("Hemingfold"), a British
Virgin Islands company and a wholly owned subsidiary of Hammerwood, acquired
230,000 shares of Common Stock. In August 1998, Hemingfold transferred all
230,000 shares of Common Stock to Maida Vale. In August 1998, Maida Vale
acquired 35,000 shares of Common Stock.
Pursuant to the Convertible Note Subscription Agreement dated
on June 30, 2000, between the Issuer and Maida Vale, Maida Vale tendered to the
Issuer $500,000, and the Issuer issued to Maida Vale a convertible promissory
note (the "Note"), in the principal amount of $500,000, payable in full by June
30, 2001. At any time prior to the payment in full of the Note, Maida Vale has
the right to convert the Note and accrued interest thereon into shares of Common
Stock at a conversion price of $.50 per share.
Infologix and Maida Vale have entered into an agreement with
Datamatics Technologies, Ltd., an Indian corporation ("Datamatics"), to sell to
Datamatics 2,018,174 shares of Common Stock at a price of $.47 per share for an
aggregate purchase price of $948,541.78 (the "Transaction"). Prior to the
closing of the Transaction, Maida Vale is obligated to convert the Note and its
accrued interest thereon into shares of Common Stock and upon the closing of the
-11-
<PAGE>
Transaction, Maida Vale will be obligated, pursuant to a voting agreement, to
vote such shares, 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. Upon the closing of the Transaction,
Datamatics will be obligated, pursuant to a voting agreement, to vote all of its
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 the 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 Issuer's assets; (ii) the acquisition of the Issuer by
another corporation or entity by consolidation, merger or other reorganization
in which the holders of the Issuer'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 Issuer; (iii) the
liquidation, dissolution, winding-up or similar transaction of the Issuer; (iv)
the amendment or proposed amendment of the articles of incorporation or bylaws
of the Issuer, provided that such amendment or proposed amendment does not
adversely affect the rights of Infologix or Maida Vale; (v) the reincorporation
of the Issuer in a jurisdiction other than California; and (vi) any matter
relating to the Issuer's European operations.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities described herein
to increase their equity interest in the Issuer. Pursuant to the Transaction,
Infologix and Maida Vale have a present intent and proposal that would result
in: (i) the disposition of its shares of Common Stock of the Issuer; and (ii) a
change in the present Board of Directors of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a)-(b):
5.1 Amount beneficially owned by Wallenberg -0-
Percent of class beneficially owned by Wallenberg -0- %
Number of Shares of Common Stock as to which Wallenberg has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the
vote -0-
(iii) Sole power to dispose or to direct
the disposition of -0-
(iv) Shared power to direct the disposition -0-
-12-
<PAGE>
5.2 Amount beneficially owned by Infologix 1,753,174
Percent of class beneficially owned by Infologix 39.2%
Number of Shares of Common Stock as to which Infologix has:
(i) Sole power to vote or to direct the vote 1,753,174
(ii) Shared power to vote or to direct the
vote -0-
(iii) Sole power to dispose or to direct
the disposition of 1,753,174
(iv) Shared power to direct the disposition -0-
5.3 Amount beneficially owned by Tallard 1,753,174
Percent of class beneficially owned by Tallard 39.2%
Number of Shares of Common Stock as to which Infologix has:
(i) Sole power to vote or to direct the vote 1,753,174
(ii) Shared power to vote or to direct the
vote -0-
(iii) Sole power to dispose or to direct
the disposition of 1,753,174
(iv) Shared power to direct the disposition -0-
5.4 Amount beneficially owned by Bancroft 1,753,174
Percent of class beneficially owned by
Bancroft 39.2%
-13-
<PAGE>
Number of Shares of Common Stock as to which Bancroft has:
(i) Sole power to vote or to direct the vote 1,753,174
(ii) Shared power to vote or to direct the
vote -0-
(iii) Sole power to dispose or to direct
the disposition of 1,753,174
(iv) Shared power to direct the disposition -0-
5.5 Amount beneficially owned by Maida Vale 1,292,153
Percent of class beneficially owned by Maida Vale(1) 23.5%
Number of Shares of Common Stock as to which Maida Vale has:
(i) Sole power to vote or to direct the vote 1,292,153
(ii) Shared power to vote or to direct the
vote -0-
(iii) Sole power to dispose or to direct
the disposition of 1,292,153
(iv) Shared power to direct the disposition -0-
5.6 Amount beneficially owned by Hammerwood 3,045,327
Percent of class beneficially owned by
Hammerwood(1) 55.4%
Number of Shares of Common Stock as to which Hammerwood has:
(i) Sole power to vote or to direct the vote 3,045,327
-------------------------
(1) Assumes the conversion of the Note and its accrued interest thereon by Maida
Vale on the date of this statement.
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<PAGE>
(ii) Shared power to vote or to direct the
vote -0-
(iii) Sole power to dispose or to direct
the disposition of 3,045,327
(iv) Shared power to direct the disposition -0-
5.7 Amount beneficially owned by each of Elmwood
and Domain(2) 3,045,327
Percent of class beneficially owned by each of Elmwood
and Domain(3) 55.4%
Number of Shares of Common Stock as to which each of Elmwood
and Domain has:
(i) Sole power to vote or to direct the vote 2,976,198
(ii) Shared power to vote or to direct the vote 69,129
(iii) Sole power to dispose or to direct the
disposition of 2,976,198
(iv) Shared power to direct the disposition 69,129
(c) Maida Vale and the Issuer entered into the Convertible Note
Subscription Agreement, dated as of June 30, 2000, whereby Maida Vale tendered
to the Issuer $500,000 and the Issuer issued to Maida Vale the Note (as
described in Item 3 above). At any time prior to the payment in full of the
Note, Maida Vale has the right to convert the Note and accrued interest thereon
into shares of Common Stock at a conversion price of $.50 per share.
(d) No person other than the Reporting Persons and the Peder Sager
Wallenberg Charitable Trust, a charitable trust created by Peder Wallenberg
under the laws of the Island of Guernsey, Channel Islands ("Wallenberg Trust")
-------------------------
(2) Elmwood is a wholly owned subsidiary of Domain. Elmwood owns 75% of the
class A shares of Hammerwood stock and 100% of the class B shares of
Hammerwood stock, Elmwood exerts approximately 97.73% of the aggregate
voting power represented by all of the outstanding shares of capital stock
of Hammerwood. Therefore, this figure represents 97.73% of the amount Common
Stock beneficially owned by Hammerwood.
(3) Assumes the conversion of the Note and its accrued interest thereon by Maida
Vale on the date of this statement.
-15-
<PAGE>
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities. Wallenberg Trust is the
beneficial owner of 12,500 shares (approximately 25%) of "A" Ordinary Shares of
Hammerwood, which ownership entitles the Wallenberg Trust to receive 25 percent
of 99.9 percent of all dividends declared by Hammerwood and 99.9 percent of all
assets of Hammerwood distributed upon any liquidation thereof. As of the date
hereof, the "A" Ordinary Shares held by the Trust also entitle the Trust to
2.27% of the aggregate voting power represented by all of the outstanding shares
of capital stock of Hammerwood. By the ownership of all of the issued and
outstanding "B" Ordinary Shares of Hammerwood, Domain is entitled to
approximately 97.73% of the aggregate voting power represented by all of the
outstanding shares of capital stock of Hammerwood, 75 percent of 99.9 percent of
all dividends declared by Hammerwood and .1 percent of all assets of Hammerwood
distributed upon any liquidation thereof.
(e) In December, 1996, Wallenberg ceased to be a beneficial owner
of any shares of Common Stock.
Item 6. Contracts, Arrangements, Underwritings or Relationships with
Respect to Securities of the Issuer.
As described in Item 3 above, prior to the closing of the
Transaction, Maida Vale is obligated to convert the Note and its accrued
interest thereon into shares of Common Stock and upon the closing of the
Transaction, Maida Vale will be obligated, pursuant to a voting agreement, to
vote such shares, 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. Upon the closing of the Transaction,
Datamatics will be obligated, pursuant to a voting agreement, to vote all of its
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 the 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 Issuer's assets; (ii) the acquisition of the Issuer by
another corporation or entity by consolidation, merger or other reorganization
in which the holders of the Issuer'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 Issuer; (iii) the
liquidation, dissolution, winding-up or similar transaction of the Issuer; (iv)
the amendment or proposed amendment of the articles of incorporation or bylaws
of the Issuer, provided that such amendment or proposed amendment does not
adversely affect the rights of Infologix or Maida Vale; (v) the reincorporation
of the Issuer in a jurisdiction other than California; and (vi) any matter
relating to the Issuer's European operations.
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<PAGE>
All other contracts, arrangement, underwriting or
relationships with respect to the securities of the issuer are those previously
disclosed on the Statement.
Item 7. Material to be filed as Exhibits.
Exhibit No. Description
----------- -----------
99.1 Joint Filing Agreement
99.2 Convertible Note Subscription Agreement
99.3 Convertible Promissory Note
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<PAGE>
Signatures
After 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.
TALLARD INFOLOGIX N.V.
By: /s/ Jan Lindhout September 8, 2000
--------------------------------- ------------------
Name: Jan Lindhout Date
Title: Director
TALLARD B.V.
By: /s/ Jan Lindhout September 8, 2000
--------------------------------- ------------------
Name: Jan Lindhout Date
Title: Director
BANCROFT (ANTILLES) N.V.
By: Derard Limited
---------------------------------
Its: Sole Director
By: /s/ Barbara Richardson September 13, 2000
--------------------------------- ------------------
Name: Barbara Richardson Date
Title: Director
HAMMERWOOD (B.V.I.) LIMITED
By: /s/ Barrington Trust Limited
---------------------------------
Its: Member of the Board of Directors
By: /s/ Barbara Richardson September 13, 2000
--------------------------------- ------------------
Name: Barbara Richardson Date
Title: Director
ELMWOOD INVESTMENTS HOLDINGS LTD.
By: /s/ Barbara Richardson September 13, 2000
--------------------------------- ------------------
Name: Barbara Richardson Date
Title: Director
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<PAGE>
DOMAIN FOUNDATION
By: /s/ Christian Bovet September 13, 2000
--------------------------------- ------------------
Name: Christian Bovet Date
Title: Director
MAIDA VALE LIMITED
By: Derard Limited
---------------------------------
Its: Sole Director
By: /s/ Barbara Richardson September 13, 2000
--------------------------------- ------------------
Name: Barbara Richardson Date
Title: Director
PEDER WALLENBERG
/s/ Peder Wallenberg September 19, 2000
------------------------------------- ------------------
Peder Wallenberg Date
-19-
<PAGE>
SCHEDULE I
INFOLOGIX
Principal Business: Holding company for a diversified group
of investments
Address of Principal
Business and Principal c/o Leith Hill B.V.
Office: Lonneker Steumke 35
7524 DN Enschede
The Netherlands
State of Organization: The Netherlands
Officer and Director of Infologix
Tallard: Sole Director of Infologix
Business Address: c/o Leith Hill B.V.
Lonneker Steumke 35
7524 DN Enschede
The Netherlands
Principal Busines: Holding company for a diversified group
of investments
Citizenship: The Netherlands
Controlling Persons of Infologix
Infologix is a wholly owned subsidiary of Tallard which is wholly owned
by Bancroft. Bancroft is wholly owned by Hammerwood. Elmwood owns 100%
of the Class B shares of Hammerwood. Elmwood's ownership of the Class B
shares of Hammerwood gives Elmwood 97.73% voting control over
Hammerwood. Elmwood is wholly owned by Domain. See the information
provided below and contained in Item 2 and Item 5 hereof.
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<PAGE>
TALLARD
Principal Business: Holding company for a diversified group
of investments
Address of Principal Business and
Principal Office: c/o Leith Hill B.V.
Lonneker Steumke 35
7524 DN Enschede
The Netherlands
State of Organization: The Netherlands
Officers and Directors of Tallard
Leith Hill B.V.: Sole Director of Tallard B.V.
Business Address: Lonneker Steumke 35
7524 DN Enschede
The Netherlands
Occupation: Provides Director Services
Citizenship: The Netherlands
Controlling Persons of Tallard
Tallard is wholly owned by Bancroft, which is wholly owned by
Hammerwood. Elmwood owns 100% of the Class B shares of Hammerwood.
Elmwood's ownership of the Class B shares of Hammerwood gives Elmwood
97.73% voting control over Hammerwood. Elmwood is wholly owned by
Domain. See the information provided below and contained in Item 2 and
Item 5 hereof.
BANCROFT
Principal Business: Holding company for a diversified group
of investments
Address of Principal
Business and Office: Caracasbaaiweg 199
P.O. Box 6050
Curaco, Netherlands Antilles
State of Organization: The Netherlands Antilles
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<PAGE>
Officers and Directors of Bancroft
Barbara Mary Richardson: Director of Bancroft
Business Address: P.O. Box 546
28-30 The Parade
St. Helier, Jersey JE4 8XY
Channel Islands
Occupation: Senior Trust Manager
Citizenship: Great Britain
Martyn David Crespel: Director of Bancroft
Business Address: 28-30 The Parade, St. Helier,
Jersey, JE4 8XY Channel Islands
Occupation: Registered Trust and Estate Practitioner
Citizenship: Great Britain
Antonius Knipping: Director of Bancroft
Business Address: Louies de Colignyloan 4
Curaco, Netherlands Antilles
Occupation: Attorney
Citizenship: The Netherlands
Derard Limited: Director of Bancroft
Business Address: Tropic Isle Building
Wickhams Cay, Tortola
British Virgin Islands
Occupation: Limited company providing corporate
directorship
State of Organization: British Virgin Islands
-22-
<PAGE>
Controlling Persons of Bancroft
Bancroft is wholly owned by Hammerwood. Elmwood owns 100% of the Class
B shares of Hammerwood. Elmwood's ownership of the Class B shares of
Hammerwood gives Elmwood 97.73% voting control over Hammerwood. Elmwood
is wholly owned by Domain. See the information provided below and
contained in Item 2 and Item 5 hereof.
HAMMERWOOD
Principal Business: Holding company for a diversified group
of investments
Address of Principal
Business and Office: Tropic Isle Building
Wickhams Cay, Tortola
British Virgin Islands
State of Organization: The British Virgin Islands
Officers and Directors of Hammerwood
Barrington Trust Limited: Director of Hammerwood
Address of Principal
Business and Office: Tropic Isle Building
Road Town, Tortola
British Virgin Islands
Principal Business: Limited company providing corporate
directorship
State of Organization: The British Virgin Islands
Bayard Trust Company
Limited: Secretary of Hammerwood
Address of Principal
Business and Office: 28-30 The Parade
St. Helier, Jersey
Principal Business: Trust Company
State of Organization: Jersey
Martyn David Crespel: Director of Hammerwood
-23-
<PAGE>
Business Address: 28-30 The Parade, St. Helier,
Jersey, JE4 8XY Channel Islands
Occupation: Registered Trust and Estate Practitioner
Citizenship: Great Britain
Barbara Mary Richardson: Director of Hammerwood
Business Address: P.O. Box 546
28-30 The Parade
St. Helier, Jersey JE4 8XY
Channel Islands
Occupation: Senior Trust Manager
Citizenship: Great Britain
Johannes Burger: Director of Hammerwood
Business Address: Marxer & Partner
Heligkreuz 6
Postfach 484
FL 9490 Vaduz
Furstentum
Liechtenstein
Occupation: Attorney
Citizenship: Liechtenstein
Christian Bovet: Director of Hammerwood
Business Address: 17 Rue de la Mairie
CH-1207
Geneva
Switzerland
Occupation: Professor
Citizenship: Switzerland
Controlling Persons at Hammerwood
Elmwood owns 100% of the Class B shares of Hammerwood. Elmwood's
ownership of the Class B shares of Hammerwood gives Elmwood 97.73%
voting control over Hammerwood. Elmwood is wholly owned by Domain. See
the information provided below and contained in Item 2 and Item 5
hereof.
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<PAGE>
ELMWOOD
Principal Business: Holding company for a diversified group
of investments
Address of Principal
Business and Office: Tropic Isle Building
Wickhams Cay, Tortola
British Virgin Islands
State of Organization: The British Virgin Islands
Officers and Directors of Elmwood
William Rann Kennedy: Director of Elmwood
Business Address: 28-30 The Parade, St. Helier,
Jersey, JE4 8XY Channel Islands
Occupation: Senior Trust Manager
Citizenship: Great Britain
Barbara Mary Richardson: Director of Elmwood
Business Address: 28-30 The Parade, St. Helier,
Jersey, JE4 8XY Channel Islands
Occupation: Senior Trust Manager
Citizenship: Great Britain
Penelope Ann Bromley: Director of Elmwood
Business Address: 28-30 The Parade, St. Helier,
Jersey, JE4 8XY Channel Islands
Occupation: Senior Trust Manager
Citizenship: Great Britain
-25-
<PAGE>
Nicholas Robert Landor: Director of Elmwood
Business Address: 28-30 The Parade, St. Helier,
Jersey, JE4 8XY Channel Islands
Occupation: Managing Director of the Insinger Trust
(Jersey) Limited
Citizenship: Great Britain
Controlling Persons at Elmwood
Elmwood is wholly owned by Domain. See the information provided below
and contained in Item 2 and Item 5 hereof.
MAIDA VALE
Principal Business: Investment Holding Company
Address of Principal
Business and Office: Tropic Isle Building
Road Town, Tortola
British Virgin Islands
State of Organization: The British Virgin Islands
Officers and Directors of Maida Vale
Derard Limited: Director of Maida Vale
Address of Principal
Business and Office: Tropic Isle Building
Road Town, Tortola
British Virgin Islands
Principal Business: Limited company providing corporate
directorship
State of Organization: The British Virgin Islands
Controlling Persons at Maida Vale
Maida Vale is wholly owned by Hammerwood. Elmwood owns 100% of the
Class B shares of Hammerwood. Elmwood's ownership of the Class B shares
of Hammerwood gives Elmwood 97.73% voting control over Hammerwood.
Elmwood is wholly owned by Domain. See the information provided below
and contained in Item 2 and Item 5 hereof.
-26-
<PAGE>
DOMAIN
Principal Business: Enterprise foundation for management of
investments
Address of Principal
Business and Office: Heiligbreug 6
PostBach 484, Flando Vadug
Liechtenstein
State of Organization: Liechtenstein
Officers and Directors of Domain
Fredrik Wallenberg: Board Member of Domain Foundation
Business Address: Lingfield AB
Odelsberg VAG 9
13440 Gustavsberg
Sweden
Occupation: Student
Citizenship: Sweden
Martyn Crespel: Board Member of Domain
Business Address: 28-30 The Parade, St. Helier,
Jersey, JE4 8XY Channel Islands
Occupation: Registered Trust and Estate Practitioner
Citizenship: Great Britain
Christian Bovet: Board Member of Domain
Business Address: 17 Rue de la Mairie CH 1207
Geneva, Switzerland
Occupation: University Professor
Citizenship: Switzerland
-27-
<PAGE>
Johannes Burger: Director of Hammerwood
Business Address: Marxer & Partner
Heligkreuz 6
Postfach 484
FL 9490 Vaduz
Furstentum
Liechtenstein
Occupation: Attorney
Citizenship: Liechtenstein
Controlling Persons at Domain
Domain is controlled solely by its members of its board. Domain is an
enterprise foundation created under the laws of Liechtenstein, created
for the purpose of managing investments. There are no beneficiaries or
any persons with a beneficial interest in Domain.
WALLENBERG
Occupation: Investor in a diversified group of international companies.
Address: Lemshaga Sateri
134 61 Ingaro
Sweden
Citizen: Sweden
-28-
