<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. 7)(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)
October 18, 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 24 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 13D Page 2 of 24 Pages
----------------------------------- --------------------------------
1 NAMES 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 | | -0-
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 3,757,177(1) (includes 1,539,003 shares issuable
REPORTING | | upon the conversion of a promissory note and its
PERSON WITH | | accrued interest thereon through October 26, 2000)
| |
| 9 | SOLE DISPOSITIVE POWER
| | -0-
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,757,177(1) (includes 1,539,003 shares issuable upon the
conversion of a promissory note and its accrued interest
thereon through October 26, 2000)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
---------------------
(1) This Reporting Person (as defined below) may be deemed to beneficially own
3,757,177 shares of the Issuer's Common Stock by virtue of being a party to that
certain Voting Agreement, dated as of September 12, 2000, by and among Tallard,
Maida Vale and Datamatics (as defined herein), as discussed more fully in Item
6. below. The Reporting Person expressly disclaims beneficial ownership of any
of the shares of Common Stock covered by the Voting Agreement.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
<PAGE>
----------------------------------- --------------------------------
CUSIP No. 805842 10 1 13D Page 3 of 24 Pages
----------------------------------- --------------------------------
1 NAMES 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 | | -0-
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 3,757,177(2) (includes 1,539,003 shares issuable
REPORTING | | upon the conversion of a promissory note and its
PERSON WITH | | accrued interest thereon through October 26, 2000)
| |
| 9 | SOLE DISPOSITIVE POWER
| | -0-
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,757,177(2) (includes 1,539,003 shares issuable upon the
conversion of a promissory note and its accrued interest
thereon through October 26, 2000)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
-----------------------
(2) This Reporting Person (as defined below) may be deemed to beneficially own
3,757,177 shares of the Issuer's Common Stock by virtue of being a party to that
certain Voting Agreement, dated as of September 12, 2000, by and among Tallard,
Maida Vale and Datamatics (as defined herein), as discussed more fully in Item
6. below. The Reporting Person expressly disclaims beneficial ownership of any
of the shares of Common Stock covered by the Voting Agreement.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
----------------------------------- --------------------------------
CUSIP No. 805842 10 1 13D Page 4 of 24 Pages
----------------------------------- --------------------------------
1 NAMES 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 | | -0-
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 3,757,177(3) (includes 1,539,003 shares issuable
REPORTING | | upon the conversion of a promissory note and its
PERSON WITH | | accrued interest thereon through October 26, 2000)
| |
| 9 | SOLE DISPOSITIVE POWER
| | -0-
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,757,177(3) (includes 1,539,003 shares issuable upon the
conversion of a promissory note and its accrued interest
thereon through October 26, 2000)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
-------------------
(3) This Reporting Person (as defined below) may be deemed to beneficially own
3,757,177 shares of the Issuer's Common Stock by virtue of being a party to that
certain Voting Agreement, dated as of September 12, 2000, by and among Tallard,
Maida Vale and Datamatics (as defined herein), as discussed more fully in Item
6. below. The Reporting Person expressly disclaims beneficial ownership of any
of the shares of Common Stock covered by the Voting Agreement.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
<PAGE>
----------------------------------- --------------------------------
CUSIP No. 805842 10 1 13D Page 5 of 24 Pages
----------------------------------- --------------------------------
1 NAMES 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 | | 1,034,181
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 3,757,177(4) (includes 1,539,003 shares issuable
REPORTING | | upon the conversion of a promissory note and its
PERSON WITH | | accrued interest thereon through October 26, 2000)
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,034,181
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,791,358(4) (includes 1,539,003 shares issuable upon the conversion
of a promissory note and its accrued interest thereon through
October 26, 2000)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.1%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
--------------------
(4) This Reporting Person (as defined below) may be deemed to beneficially own
3,757,177 shares of the Issuer's Common Stock by virtue of being a party to that
certain Voting Agreement, dated as of September 12, 2000, by and among Tallard,
Maida Vale and Datamatics (as defined herein), as discussed more fully in Item
6. below. The Reporting Person expressly disclaims beneficial ownership of any
of the shares of Common Stock covered by the Voting Agreement.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-5-
<PAGE>
----------------------------------- --------------------------------
CUSIP No. 805842 10 1 13D Page 6 of 24 Pages
----------------------------------- --------------------------------
1 NAMES 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 | | 1,034,181
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 3,757,177(5) (includes 1,539,003 shares issuable
REPORTING | | upon the conversion of a promissory note and its
PERSON WITH | | accrued interest thereon through October 26, 2000)
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,034,181
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,791,358(5) (includes 1,539,003 shares issuable upon the conversion
of a promissory note and its accrued interest thereon through
October 26, 2000)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.1%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
--------------------------
(5) This Reporting Person (as defined below) may be deemed to beneficially own
3,757,177 shares of the Issuer's Common Stock by virtue of being a party to that
certain Voting Agreement, dated as of September 12, 2000, by and among Tallard,
Maida Vale and Datamatics (as defined herein), as discussed more fully in Item
6. below. The Reporting Person expressly disclaims beneficial ownership of any
of the shares of Common Stock covered by the Voting Agreement.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-6-
<PAGE>
----------------------------------- --------------------------------
CUSIP No. 805842 10 1 13D Page 7 of 24 Pages
----------------------------------- --------------------------------
1 NAMES 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 | | 1,010,705
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 3,780,653(6) (includes 1,539,003 shares issuable
REPORTING | | upon the conversion of a promissory note and its
PERSON WITH | | accrued interest thereon through October 26, 2000)
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,010,705
| |
| 10 | SHARED DISPOSITIVE POWER
| | 23,476
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,791,358(6) (includes 1,539,003 shares issuable upon the conversion
of a promissory note and its accrued interest thereon through
October 26, 2000)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.1%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!*
---------------------
(6) This Reporting Person (as defined below) may be deemed to beneficially own
3,757,177 shares of the Issuer's Common Stock by virtue of being a party to that
certain Voting Agreement, dated as of September 12, 2000, by and among Tallard,
Maida Vale and Datamatics (as defined herein), as discussed more fully in Item
6. below. The Reporting Person expressly disclaims beneficial ownership of any
of the shares of Common Stock covered by the Voting Agreement.
-7-
<PAGE>
----------------------------------- --------------------------------
CUSIP No. 805842 10 1 13D Page 8 of 24 Pages
----------------------------------- --------------------------------
1 NAMES 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 | | 1,010,705
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 3,780,653(7) (includes 1,539,003 shares issuable
REPORTING | | upon the conversion of a promissory note and its
PERSON WITH | | accrued interest thereon through October 26, 2000)
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,010,705
| |
| 10 | SHARED DISPOSITIVE POWER
| | 23,476
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,791,358(7) (includes 1,539,003 shares issuable upon the conversion
of a promissory note and its accrued interest thereon through
October 26, 2000)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.1%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!*
---------------------
(7) This Reporting Person (as defined below) may be deemed to beneficially own
3,757,177 shares of the Issuer's Common Stock by virtue of being a party to that
certain Voting Agreement, dated as of September 12, 2000, by and among Tallard,
Maida Vale and Datamatics (as defined herein), as discussed more fully in Item
6. below. The Reporting Person expressly disclaims beneficial ownership of any
of the shares of Common Stock covered by the Voting Agreement.
-8-
<PAGE>
SCHEDULE 13D STATEMENT
----------------------
This Amendment No. 7 (this "Amendment"), dated October 26,
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") and (vii) Maida Vale Limited, a company
incorporated in the British Virgin Islands ("Maida Vale"). Infologix, Tallard,
Bancroft, Hammerwood, Elmwood, Domain and Maida Vale 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 A hereto.
This Amendment is being filed to reflect (i) a conversion of a
promissory note issued by the Issuer to Maida Vale into Common Stock; (ii)
certain transfers of Common Stock made by certain Reporting Persons; and (iii)
disclosure of a Voting Agreement entered into by the Reporting Persons,
effective as of October 18, 2000.
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.
(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).
-9-
<PAGE>
(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. 6.
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 entered into an agreement (the
"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"). On October 18, 2000, pursuant to the Agreement, Maida Vale sold
and transferred 265,000 shares of Common Stock to Datamatics, Maida Vale
converted the Note into 1,034,181 shares of Common Stock, Infologix sold and
transferred 1,753,174 shares of Common Stock to Datamatics and Datamatics
transferred $948,541.78 to the respective accounts of Maida Vale and Infologix.
-10-
<PAGE>
The information set forth in Item 6. of this Schedule 13D with respect
to the Voting Agreement is hereby incorporated herein by reference.
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): For the purposes of this Schedule 13D, the calculations in this
statement are based upon 5,596,304 shares of Common Stock issued and outstanding
as of the date hereof pursuant to Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended (based upon the Company's annual report on Form
10-KSB for the year ended June 30, 2000 filed with the Securities and Exchange
Commission, as adjusted to reflect: (i) the Company's issuance in July 2000 of
46,376 shares of Common Stock to certain employees in lieu of pay and (ii) the
issuance of 1,034,181 shares of Common Stock to Maida Vale upon the conversion
of the Note as describer herein).
5.1 Amount beneficially owned by Infologix(8) 3,757,177
Percent of class beneficially owned by Infologix 52.7%
Number of Shares of Common Stock as to
which Infologix has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the
vote 3,757,177
(iii) Sole power to dispose or to direct
the disposition of -0-
(iv) Shared power to direct the disposition -0-
5.2 Amount beneficially owned by Tallard(9) 3,757,177
-------------------------
(8) As a result of the Voting Agreement as described in Item 6. hereof, this
Reporting Person may be deemed to be the beneficial owner of 3,757,177
shares of Common Stock. The Reporting Person expressly disclaims beneficial
ownership of any of the shares of Common Stock covered by the Voting
Agreement
(9) As a result of the Voting Agreement as described in Item 6. hereof, this
Reporting Person may be deemed to be the beneficial owner of 3,757,177
shares of Common Stock. The Reporting Person expressly disclaims beneficial
ownership of any of the shares of Common Stock covered by the Voting
Agreement
-11-
<PAGE>
Percent of class beneficially owned by Tallard 52.7%
Number of Shares of Common Stock as to
which Infologix has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the
vote 3,757,177
(iii) Sole power to dispose or to direct
the disposition of -0-
(iv) Shared power to direct the disposition -0-
5.3 Amount beneficially owned by Bancroft(10) 3,757,177
Percent of class beneficially owned by
Bancroft 52.7%
Number of Shares of Common Stock as to
which Bancroft has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the
vote 3,757,177
(iii) Sole power to dispose or to direct
the disposition of -0-
(iv) Shared power to direct the disposition -0-
5.4 Amount beneficially owned by Maida Vale(11) 4,791,358
Percent of class beneficially owned by Maida Vale 67.1%
--------------------------------------------------------------------------------
(10) As a result of the Voting Agreement as described in Item 6. hereof, this
Reporting Person may be deemed to be the beneficial owner of 3,757,177 shares of
Common Stock. The Reporting Person expressly disclaims beneficial ownership of
any of the shares of Common Stock covered by the Voting Agreement
(11) As a result of the Voting Agreement as described in Item 6. hereof, this
Reporting Person may be deemed to be the beneficial owner of 3,757,177 shares of
Common Stock. The Reporting Person expressly disclaims beneficial ownership of
any of the shares of Common Stock covered by the Voting Agreement
-12-
<PAGE>
Number of Shares of Common Stock as to
which Maida Vale has:
(i) Sole power to vote or to direct the vote 1,034,181
(ii) Shared power to vote or to direct the
vote 3,757,177
(iii) Sole power to dispose or to direct
the disposition of 1,034,181
(iv) Shared power to direct the disposition -0-
5.5 Amount beneficially owned by Hammerwood(12) 4,791,358
Percent of class beneficially owned by
Hammerwood 67.1%
Number of Shares of Common Stock as to
which Hammerwood has:
(i) Sole power to vote or to direct the vote 1,034,181
(ii) Shared power to vote or to direct the
vote 3,757,177
(iii) Sole power to dispose or to direct
the disposition of 1,034,181
(iv) Shared power to direct the disposition -0-
5.6 Amount beneficially owned by each of Elmwood
and Domain(13) 4,791,358
Percent of class beneficially owned by each of Elmwood
and Domain 67.1 %
-------------------
(12) As a result of the Voting Agreement as described in Item 6. hereof, this
Reporting Person may be deemed to be the beneficial owner of 3,757,177 shares of
Common Stock. The Reporting Person expressly disclaims beneficial ownership of
any of the shares of Common Stock covered by the Voting Agreement
(13) As a result of the Voting Agreement as described in Item 6. hereof, this
Reporting Person may be deemed to be the beneficial owner of 3,757,177 shares of
Common Stock. The Reporting Person expressly disclaims beneficial ownership of
any of the shares of Common Stock covered by the Voting Agreement
-13-
<PAGE>
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 1,010,705
(ii) Shared power to vote or to direct the vote 3,780,653
(iii) Sole power to dispose or to direct the
disposition of 1,010,705
(iv) Shared power to direct the disposition 23,476
(c) See disclosure provided in Items 3. and 6. herein.
(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")
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) Not Applicable.
Item 6. Contracts, Arrangements, Underwritings or Relationships with
------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
As described in Item 3. above, pursuant to the Agreement, Maida
Vale converted the Note and its accrued interest thereon into 1,034,181 shares
of Common Stock. In addition, Maida Vale, Tallard and Datamatics entered into a
Voting Agreement dated as of September 12, 2000 and which became effective upon
the closing of the Transaction on October 18, 2000. Pursuant to the Voting
Agreement, until September 12, 2002 unless otherwise terminated earlier (as
detailed below), each party is obligated to vote all of their respective shares
of voting capital stock of the Issuer, currently owned or thereafter acquired:
1) in favor of one (1) individual nominated by Maida Vale to the
Issuer's board of directors, so long as Maida Vale owns, in the aggregate, at
least fifty percent of the shares of Common Stock issued to Maida Vale pursuant
to the conversion of the Note;
-14-
<PAGE>
2) in favor of the individuals nominated by Datamatics' to the Issuer's
board of director, so long as Datamatics owns at least fifty percent of the
shares of Common Stock sold to Datamatics pursuant to the Transaction; and
3) in accordance with Datamatics' instructions 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.
The discussion of the Agreement and Transaction set forth in
Item 3. above is hereby incorporated by reference herein.
The description contained herein of the Voting Agreement is
qualified in its entirety by reference to the completed text thereof as filed as
Exhibit 99.2 to this Schedule 13D.
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 Description
------- -----------
99.1 Joint Filing Agreement
99.2 Voting Agreement dated September 15, 2000 by and among
Tallard, Maida Vale and Datamatics (effective as of
October 18, 2000).
-15-
<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 October 18, 2000
------------------------------- ----------------
Name: Jan Lindhout Date
Title: Director
TALLARD B.V.
By: /s/ Jan Lindhout October 18, 2000
------------------------------- ----------------
Name: Jan Lindhout Date
Title: Director
BANCROFT (ANTILLES) N.V.
By: Derard Limited
-------------------
Its: Director
By: /s/ Barbara Richardson October 18, 2000
-------------------------- ----------------
Name: Barbara Richardson Date
Title: Director
HAMMERWOOD (B.V.I.) LIMITED
By: Barrington Trust Limited
---------------------------------
Its: Member of the Board of Directors
By: /s/ Barbara Richardson October 18, 2000
-------------------------- ----------------
Name: Barbara Richardson Date
Title: Director
ELMWOOD INVESTMENTS HOLDINGS LTD.
By: /s/ Barbara Richardson October 18, 2000
-------------------------- ----------------
Name: Barbara Richardson Date
Title: Director
DOMAIN FOUNDATION
By: /s/ Christian Bovet October 25, 2000
------------------- ----------------
Name: Christian Bovet Date
Title: Board Member
MAIDA VALE LIMITED
By: Derard Limited
-------------------
Its: Sole Director
By: /s/ Barbara Richardson October 18, 2000
-------------------------- ----------------
Name: Barbara Richardson Date
Title: Director
-16-
<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 Business: 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.
-17-
<PAGE>
TALLARD
-------
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
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 Organization: The Netherlands Antilles
-18-
<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 organization: British Virgin Islands
-19-
<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
--------------------
Business Address: 28-30 The Parade,
St. Helier, Jersey, JE4
8XY Channel Islands
-20-
<PAGE>
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.
-21-
<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
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
-22-
<PAGE>
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.
-23-
<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
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.
-24-
