UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NAVIDEC, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
639 34Q 101
(CUSIP Number)
NAVIDEC, Inc.
14 Inverness Drive, Building F, Suite 116
Englewood, CO 80112
(303) 790-7565
Attn: Ralph Armijo
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Effective Date of the Form 8-A Registration Statement
of NAVIDEC, Inc.
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
* 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 ("Act") 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).
SCHEDULE 13D
CUSIP No. 639 34Q 101
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Ralph Armijo
2) Check the Appropriate Box if a Member of a Group*
(a)
(b) X
(3) SEC Use Only:
(4) Source of Funds (See Instructions): PF
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power 831,659
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power 831,659
ing Person
With (10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 831,659
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ____
(13) Percent of Class Represented by Amount in Row (11) 29%
(14) Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer.
Common Stock, no par value (the "Common Stock"), of NAVIDEC,
Inc. ("NAVIDEC" or the "Company"), 14 Inverness Drive,
Building F, Suite 116
Englewood, Colorado 80112
Item 2. Identity and Background.
Ralph Armijo, 14 Inverness Drive, Building F, Suite 116,
Englewood, Colorado 80112 is President, Chief Executive Officer
and Director of NAVIDEC, Inc., 14 Inverness Drive, Building F,
Suite 116, Englewood, Colorado 80112. He has not, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). Mr.
Armijo has not, during the last five years been 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. Mr. Armijo is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
In June 1993, 108,419 shares were issued to Ralph Armijo upon the
founding of the Company in consideration of $5,000.
___________________________.
In February 1994, Art Armijo conveyed to Ralph Armijo an
additional 2,169 shares in accordance with the original intent of
Art Armijo and Ralph Armijo in founding the Company.
In June 1996, Ralph Armijo conveyed to various employees of
NAVIDEC a total of 83,810 shares in consideration of their past
services to the Company.
Also in June 1996, Ralph Armijo exercised options granted in 1993
and 1994 for a total of 804,881 shares at a total exercise price
for all options of $1,745.00.
**All reported share figures assume the effect of: (1) a 1-for-2
reverse split of NAVIDEC's outstanding common shares effected
October 18, 1996; (2) a 510.2041-for-1 forward split of NAVIDEC's
outstanding common stock effected June 21, 1996; and (3) a .85-
for-1 reverse split of NAVIDEC's outstanding shares to be
effective on the effective date of the Company's Form SB-2
Registration Statement initially filed with the Commission on
October 18, 1996 ("NAVIDEC SB-2").
Item 4. Purpose of Transaction.
Ralph Armijo does not have any plan or proposal, either
individually or collectively with another person, which relates
to or would result in:
(a) The acquisition by any person of additional securities
of NAVIDEC, or the disposition of securities of
NAVIDEC;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
NAVIDEC or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
NAVIDEC or any of its subsidiaries;
(d) Any change in the present board of directors or
management of NAVIDEC, including any plans or proposals
to change the number of term or directors or to fill
any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of NAVIDEC;
(f) Any other material change in NAVIDEC's business or
corporate structure;
(g) Changes in NAVIDEC's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of NAVIDEC by any person;
(h) Causing a class of securities of NAVIDEC to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer system of a
registered national securities association;
(i) A class of equity securities of NAVIDEC becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Ralph Armijo beneficially owns 831,659 shares of Common
Stock, which upon completion of the public offering
contemplated by the NAVIDEC SB-2 will be 29% of the
issued and outstanding shares of Common Stock
calculated in accordance with Rule 13d-3.
(b) Ralph Armijo has sole power to vote or to direct the
vote of and the sole power to dispose or to direct the
disposition of all 831,659 shares of Common Stock he
currently holds.
(c) Other than as set forth herein, there have been no
transactions in NAVIDEC Common Stock effected during
the past 60 days.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock
owned by Ralph Armijo.
(e) Not applicable.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Ralph Armijo will enter into a Lock-up Agreement on the
effective date of the NAVIDEC SB-2 in connection with the public
offering contemplated thereby. Pursuant to such agreement, Mr.
Armijo will agree not to sell any of his common stock for the
twelve months following the effective date of the NAVIDEC SB-2.
Mr. Armijo is not a party to any other contract, arrangement,
understanding or relationship (legal or otherwise) with respect
to any securities of the issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees
of profits, division of profits or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
(a) Form of Lock-Up Agreement
SIGNATURE
After reasonable 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.
February 19, 1997 /s/ Ralph Armijo
Date Signature
Ralph Armijo, President and
Chief Executive Officer
Name/Title
