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Exhibit 99.3
CONVERTIBLE PROMISSORY NOTE
$500,000 Billerica, Massachusetts
June 30, 2000
For value received, SAZTEC INTERNATIONAL, INC. ("Company"), a
California corporation, promises to pay to the order of MAIDA VALE LIMITED
("Holder"), the principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000)
pursuant to the terms of this Convertible Promissory Note ("Note"), together
with interest (computed on the basis of a 360-day year) on the unpaid principal
amount at the variable rate of two percent (2%) above the rate published, from
time to time, in The Wall Street Journal "Money Rates" column as the "Prime
Rate" ("Interest Rate"). All principal and interest payable under this Note will
be due and payable in full on June 30, 2001 ("Maturity Date"). This Note may not
be prepaid without Holder's consent. All payments of principal and interest are
to be made in lawful money of the United States of America at the office of
Holder.
1. Conversion. At anytime prior to the payment in full of the principal
and interest owed under this Note, Holder will have the option of converting
this Note to that number of shares of the Company's common stock as is equal to
the quotient, the numerator of which is the balance of unpaid principal plus
accrued and unpaid interest hereunder, and the denominator of which is the
conversion price of fifty (50) cents per share ("Conversion Shares").
Holder will exercise said conversion option by delivering written
notice of such exercise to the Company at its office at 43 Manning Road,
Billerica, Massachusetts 01821. The Company, within three (3) business days
after the date Holder surrenders this Note to the Company, will issue and
deliver to Holder ("Holder," for the purposes of this section 1, will include
any nominee(s) registered in Holder's name) a certificate(s) for the number of
full shares of common stock issuable on conversion of such Note (or the unpaid
balance thereof). To the extent permitted by law, such conversion will be deemed
to have been effected as of the date the Company receives notice of Holder's
exercise of its conversion option, and on such date the rights of Holder under
this Note, other than its right to receive the Conversion Shares and to exercise
its rights with respect thereto, will cease and the person(s) in whose name(s)
any certificate(s) for shares of common stock will be issuable on such
conversion will be deemed to have become the holder(s) of record of the
applicable Conversion Shares.
The Company will not be obligated to issue any fractional share in
connection with the conversion, but may elect to pay Holder cash in the amount
of the applicable fraction multiplied by the above conversion price in lieu of
issuing any fractional share.
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2. Conversion Adjustment. In the event of the issuance of any shares of
stock as a dividend on the shares of the Company's common stock, in the event of
any subdivision, split-up, combination, reverse stock split, or change of the
shares of the Company's common stock into a different number of shares of the
same or any other class or classes of stock, or in the event of any
consolidation or merger of the Company with or into another entity, the
conversion price as provided in section 1 above will be appropriately adjusted
so that on exercise of the conversion option after such stock dividend,
subdivision, split-up, combination, reverse stock split, change, consolidation,
or merger, neither the rights of the Holder nor the rights of the holders of the
Company's common stock will have been diluted as the result of such stock
dividend, subdivision, split-up, conversion, reverse stock split, change,
consolidation, or merger.
3. Events of Default and Remedies. The following will constitute
"Events of Default:"
A. Involuntary Bankruptcy. A petition seeking reorganization,
readjustment, rearrangement, recomposition, or similar relief is filed against
the Company under the federal bankruptcy laws, or any other similarly applicable
federal or state law, and such petition continues undischarged and unstayed for
a period of (60) sixty days; a court of competent jurisdiction enters a decree
or order for appointment of a receiver, liquidator, trustee, or assignee in
bankruptcy or insolvency of the Company or a substantial part of the Company's
property, or for the winding up or liquidation of its affairs, and such decree
or order remains in force undischarged and unstayed for a period of sixty (60)
days; or any property of the Company is sequestered or attached and is not
returned to the Company's possession or released from such attachment within
sixty (60) days thereafter.
B. Voluntary Bankruptcy. The Company institutes a proceeding to be
adjudicated a voluntary bankrupt; consents to the filing of a bankruptcy
proceeding to be adjudicated a voluntary bankrupt; consents to the filing of a
bankruptcy proceeding against it; files a petition, answer, or consent seeking
reorganization, readjustment, rearrangement, recomposition or similar relief
under the federal bankruptcy laws, or any other similarly applicable federal or
state law; consents to the filing of any such petitions; consents to the
appointment of a receiver, liquidator, trustee, or assignee in bankruptcy or
insolvency of it or a substantial part of its business; makes an assignment for
the benefit of creditors; admits in writing its inability to pay its debts
generally as they become due; or the Company takes corporate action in
furtherance of the above purposes.
C. Significant Judgments. A governmental body or other party commences
an action against the Company for the payment of money which claim, together
with the amount claimed in any other pending actions against the Company,
exceeds a total of $200,000, and the Company does not discharge the same or
provide for its discharge in accordance with its terms, or procure a stay
thereof, within ten (10) days from the date of a related judgment, and within
such ten (10)-day period, or within the longer period during which the execution
of such judgment has been stayed, appeals therefrom and causes the execution
thereof to be stayed during such appeal.
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D. Remedies. If any one or more of the above Events of Default should
occur, then Holder may declare the entire principal and all accrued and unpaid
interest thereon to be due and payable immediately. On any such declaration, the
principal of this Note and all accrued and unpaid interest will be immediately
due and payable, anything in this Note to the contrary notwithstanding, and
Holder may then proceed to protect and enforce its rights either by suit in
equity or by action at law; provided, however, on payment in full of all amounts
outstanding under this Note, all conversion rights of Holder will be deemed
terminated. On the occurrence of an Event of Default and continuing for so long
as such Event of Default remains uncured, the rate of interest will be increased
to the lesser of (i) the Interest Rate plus four (4) percent, and (ii) the
maximum interest rate allowable by law.
4. Expenses. If the indebtedness represented by this Note or any part
thereof is placed in the hands of an attorney(s) for collection after an Event
of Default, the Company agrees to pay all costs of collecting this Note,
including reasonable attorneys' fees and related expenses.
5. Notice. All notices, requests, consents, and other communications
relating to this Note will be in writing and delivered or mailed to Holder at
Maida Vale (BVI) Limited c/o Insinger Trust (Jersey) Limited PO Box 546, 28-30
The Parade, St. Helier, Jersey, JE4 8XY or to any other address of which Holder
has given the Company notice in writing or, (b) if to the Company, to its
address set forth in section 1 above or to any other address the Company has
furnished to Holder in writing, and said notice will be deemed given when
received by the party to whom it is addressed.
6. Choice of Law. This Note including, but not limited to, its
interpretation, performance, or default, will be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts without giving
any force or effect to the provisions of any conflict of law rule thereof.
7. Revocation and Modification. This Note, or any provision hereof, may
not be revoked or modified unless agreed to in writing by each of the parties.
8. Waiver. No waiver of a default or other breach of this Note will be
deemed a waiver of any subsequent default or breach.
9. Entire Agreement. This Note, together with the related Convertible
Note Subscription Agreement of even date herewith, constitutes the entire
agreement between the Company and Holder relating to the subject matter hereof,
and supersedes all prior agreements and understandings relating to said subject
matter.
COMPANY:
SAZTEC INTERNATIONAL, INC.,
By: /s/ Christopher Parker
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Christopher Parker, President and CEO
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