As filed with the Securities and Exchange Commission on October 9, 1996
Registration No. 333-05285
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 3
to
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Access Solutions International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 3572 05-0426298
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Number)
650 Ten Rod Road, North Kingstown, Rhode Island 02852 (401) 295-2691
(Address and telephone number of principal executive offices)
(Address of principal place of business or intended principal place of business)
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CHRISTINE M. MARX, Esq.
Edwards & Angell
150 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(201) 376-7700
(Name, address and telephone number of agent for service)
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Please address a copy of all communications to:
RUBI FINKELSTEIN, Esq.
Orrick, Herrington & Sutcliffe LLP
666 Fifth Avenue
New York, New York 10103
(212) 506-5000
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Approximate date of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
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The registrant hereby amends this Registration Statement on such date as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 27. Exhibits and Financial Schedules.
(a) Exhibits
Exhibit
Number Description of Exhibit
4(c) Amendment to Loan Agreement by and between the Company and Fleet
National Bank, as amended, dated September 18, 1996
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, Access
Solutions International, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form SB-2 and
authorized this amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of North
Kingstown, State of Rhode Island, on this 9th day of October, 1996.
ACCESS SOLUTIONS INTERNATIONAL, INC.
By /s/ Robert H. Stone
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Robert H. Stone
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the following persons
in the capacities indicated on October 9, 1996.
Signatures Title
/s/ Malcolm G. Chace III Director, Chairman of the Board
- ---------------------------------
Malcolm G. Chace III
/s/ Robert H. Stone President and Chief Executive Officer,
- --------------------------------- Director
Robert H. Stone
* Company Controller and Chief Accounting
- --------------------------------- Officer
Denis L. Marchand
/s/ Thomas E. Gardner Chief Financial Officer and Director
--------------------------------
Thomas E. Gardner
* Director
- ---------------------------------
Hector D. Wiltshire
* Director
- ---------------------------------
Marvyn Carton
*By /s/ Thomas E. Gardner
- ---------------------------------
Thomas E. Gardner
As Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number DESCRIPTION OF EXHIBIT Page
4(c) Amendment to Loan Agreement by and between the Company
and Fleet National Bank, as amended, dated September
18, 1996
<PAGE>
Exhibit 4.c
[Logo]
Fleet Bank
Managed Assets Division
September 18, 1996
Aquidneck Systems International, Inc.
c/o Denis Marchand, Controller
650 Ten Rod Road
North Kingstown, RI 02852
Re: Fleet National Bank ("Bank") Revolving Credit Loan to Aquidneck
Systems International, Inc. ("Borrower") in the original principal
balance of $500,000.00 dated February 25, 1993, as amended (the
"Note")
Gentlemen:
This letter shall serve as an amendment to the Letter Agreement dated
September 25, 1995, as previously amended by letters dated May 21, 1996 and June
26, 1996.
By and pursuant to the terms of this letter, the Borrower and the Bank
hereby further amend the Note and the Loan Agreement also dated February 25,
1993 (the "Loan Agreement") so as to extend the final maturity date of the Note
and the date set forth in the paragraph designated "I. A. 1) (b)" of the Loan
Agreement to October 31, 1996.
Scheduled amortization shall continue in conformity with the Note, as
amended, and the other documents referenced herein.
Except as modified herein, all other terms and conditions that exist under
the Note, Loan Agreement, Forbearance Agreement dated October 21, 1994, and the
other loan documents governing the loan, as previously amended, are in all
respects ratified and confirmed and the terms, conditions and provisions thereof
shall be and remain in full force and effect.
Fleet National Bank 40 Westminster Street P.O. Box 366 Providence, RI 02901-0366
<PAGE>
Aquidneck Systems International, Inc.
September 17, 1996
2
If you agree with the terms of this modification of the above referenced
Note and Loan Agreement, please acknowledge below and return this letter to my
office by close of business on September 18, 1996.
Very truly yours,
Fleet National Bank
/s/Bret Bokelkamp
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Bret Bokelkamp, Vice President
/s/T.J. Flanagan II, VP
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T.J. Flanagan II, Vice President
Agreed to and accepted on this 18 day of September, 1996.
Aquidneck Systems International, Inc.
By: /s/Robert H. Stone
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Name: Robert H. Stone
Title: President
