-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JaczfoEvvqxyDLqtnPEeG8/xGrN2/qQ38ZWTZV/gAeDqFkhFcsv4ZjVV5PLfOnph kyBDkHl/86yscxxU7LQU2Q== 0000912057-97-002729.txt : 19970220 0000912057-97-002729.hdr.sgml : 19970220 ACCESSION NUMBER: 0000912057-97-002729 CONFORMED SUBMISSION TYPE: SB-2/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970203 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC PROCESSING INC CENTRAL INDEX KEY: 0001027207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 481056429 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-16805 FILM NUMBER: 97516619 BUSINESS ADDRESS: STREET 1: 501 KANSAS AVENUE CITY: KANSAS CITY STATE: KS ZIP: 66105 BUSINESS PHONE: 9133216392 MAIL ADDRESS: STREET 1: 501 KANSAS AVENUE CITY: KANSAS CITY STATE: KS ZIP: 66105 SB-2/A 1 FORM SB-2/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1997 REGISTRATION NO. 333-16805 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- AMENDMENT NO. 4 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ELECTRONIC PROCESSING, INC. (Name of small business issuer in its charter) MISSOURI 7389 48-1056429 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Classification Number) Identification No.) Incorporation or Organization) Identification No.)
501 KANSAS AVENUE KANSAS CITY, KANSAS 66105 (913) 321-6392 (Address and telephone number of principal executive offices) TOM W. OLOFSON CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER 501 KANSAS AVENUE KANSAS CITY, KANSAS 66105 (913) 321-6392 (Name, address, including zip code, and telephone number of agent for service) -------------------------- COPIES OF ALL COMMUNICATIONS TO: LEE R. PETILLON, ESQ. ROBERT C. LEVY, ESQ. MELODIE R. ROSE, ESQ. MARK T. HIRAIDE, ESQ. SEIGFREID, BINGHAM, LEVY, SELZER & WILLIAM K. SJOSTROM, JR., ESQ. PETILLON & HANSEN GEE FREDRIKSON & BYRON, P.A. 21515 HAWTHORNE BOULEVARD, SUITE 2800 COMMERCE TOWER 900 SECOND AVENUE SOUTH 1260 911 MAIN STREET 1100 INTERNATIONAL CENTRE TORRANCE, CALIFORNIA 90503 KANSAS CITY, MISSOURI 64105 MINNEAPOLIS, MINNESOTA 55402 (310) 543-0500 (816) 421-4460 (612) 347-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF TITLES OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED (1) PER SECURITY (2) PRICE (2) FEE Common Stock, $0.01 par value......... 1,840,000 $3.75 $6,900,000 $2,091 Underwriter's warrant (3)............. 160,000 $50.00 $50 -- Total................................. 2,000,000 $6,900,050 $2,091
(1) Includes 240,000 shares of Common Stock which may be purchased by the Underwriter to cover over-allotments, if any. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. (3) To be issued to the Underwriter. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II ITEM 27. EXHIBITS
EXHIBIT NUMBER TITLE - ----------- ------------------------------------------------------------------------------------------------ 1.1 Form of Underwriting Agreement.+ 3.1 Articles of Incorporation, dated July 13, 1988 (previously filed with Exhibit 3.1).+ 3.1a Amendment of Articles of Incorporation, dated August 10, 1988 (previously filed with Exhibit 3.1).+ 3.1b Amendment of Articles of Incorporation, dated October 31, 1995 (previously filed with Exhibit 3.1).+ 3.1c Amendment of Articles of Incorporation, dated April 1, 1996 (previously filed with Exhibit 3.1).+ 3.2 Bylaws.+ 4.1 Form of Underwriter's Warrant.+ 4.2 Form of Common Stock Certificate.+ 4.3 1995 Stock Option Plan.+ 5.1 Opinion of Petillon & Hansen, a partnership of professional corporations. 10.1 Agreement for Computerized Trustee Care Management System between the Company and NationsBank of Texas, N.A., dated November 22, 1993.+** 10.2 Lease between T&J Investment Company and the Company, dated February 20, 1996.+ 10.3 Subordinated Note to Tom Olofson.+ 10.4 Loan Agreement between Industrial State Bank and the Company, dated June 17, 1996.+ 10.4a Modification to Loan Agreement between Industrial State Bank and the Company, dated October 31, 1996 (previously filed with Exhibit 10.4).+ 10.5 Loan Agreement between Industrial State Bank and the Company, dated June 8, 1994.+ 10.5a Modification to Loan Agreement between Industrial State Bank and the Comapny, dated June 17, 1996 (previously filed with Exhibit 10.5).+ 10.6 Loan Agreement between Industrial State Bank and the Company, dated June 8, 1994.+ 10.6a Modification to Loan Agreement between Industrial State Bank and the Company, dated June 17, 1996 (previously filed with Exhibit 10.6).+ 10.7 Loan Agreement between Citizens National Bank and the Company, dated June 18, 1996.+ 10.8 Form of Service Agreement between EPI and Trustee.+ 23.1 Consent of Baird, Kurtz & Dobson, Certified Public Accountants.+ 23.2 Consent of Petillon & Hansen (included in the opinion filed as Exhibit 5). 23.3 Consent of W. Bryan Satterlee, Director Nominee.+ 24.0 Power of Attorney (included on signature page). 27.0 Financial Data Schedule+
- ------------------------ + Previously filed. ** Confidential treatment requested. II-1 ITEM 28. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To provide to the Underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the Underwriter to permit prompt delivery to each purchaser. (2) If the Registrant requests acceleration of the effective date of the Registration Statement under Rule 461 under the Securities Act, the Registrant acknowledges that: Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (3) That, for purposes of determining any liability under the Securities Act, the Registrant will treat the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of Prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this Registration Statement as of the time the Commission declared it effective. (4) That for determining any liability under the Securities Act, the Registrant will treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities. II-2 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Kansas, on the 3rd day of February, 1997. Electronic Processing, Inc. By: /s/ TOM W. OLOFSON ----------------------------------------- Tom W. Olofson CHAIRMAN AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tom W. Olofson, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
SIGNATURE TITLE DATE - -------------------------------------------- -------------------------------------------- ---------------------- /s/ TOM W. OLOFSON Chief Executive Officer; Chairman of the ---------------------------------- Board; President (Principal Executive February 3, 1997 Tom W. Olofson Officer) /s/ NANCI R. TRUTNA Vice President -- Finance (Principal ---------------------------------- Financial Officer and Principal Accounting February 3, 1997 Nanci R. Trutna Officer) /s/ CHRISTOPHER E. OLOFSON ---------------------------------- Chief Operating Officer; Executive Vice February 3, 1997 Christopher E. Olofson President; Director /s/ ROBERT C. LEVY ---------------------------------- Director February 3, 1997 Robert C. Levy
II-3 EX-5.1 2 EXHIBIT 5.1 OPINION EXH. 5.1 [PETILLON & HANSEN LETTERHEAD] February 3, 1997 Electronic Processing, Inc. 501 Kansas Avenue Kansas City, Kansas 66105 Gentlemen: We have assisted in the preparation and filing of a registration statement on Form SB-2, File No. 333-16805, filed with the Securities and Exchange Commission on November 26, 1996 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), relating to the public offering of an aggregate of up to 1,840,000 shares of Common Stock, no par value (the "Shares"), of Electronic Processing, Inc. (the "Company") (including Common Stock underlying an overallotment option to purchase from the Company up to 240,000 shares of Common Stock) and a warrant to purchase up to 160,000 shares of Common Stock, no par value, of the Company (the "Warrant"). As counsel for the Company and at the Company's request, we have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that appropriate action will be taken, prior to the offer and sale of the Shares, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We have also assumed the legal capacity to sign and the genuineness of all signatures of all persons executing instruments or documents examined or relied upon by us and have assumed the conformity with original documents of all documents examined by us as copies of such documents. Based upon the foregoing and upon information furnished to us by the Company's officers, it is our opinion that the Shares and the Warrant being issued and sold have been duly and validly authorized and, when issued and sold as described in the Registration Statement and in Electronic Processing, Inc. February 3, 1997 Page 2 accordance with the terms of the Underwriting Agreement, a form of which was filed as an exhibit to the Registration Statement, and upon receipt by the Company of payment therefor as provided in the Underwriting Agreement, the Shares and the Warrant will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption "Legal Matters" in the Prospectus contained therein. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. This opinion supersedes our previous opinions to you dated January 13, 1997 and January 28, 1997. Very truly yours, PETILLON & HANSEN /s/ Petillon & Hansen LRP:mth -----END PRIVACY-ENHANCED MESSAGE-----