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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
SYNTROLEUM CORPORATION
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(Name of Issuer)
Common stock, par value $0.01 per share
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(Title of Class of Securities)
871630 10 9
________________________________________________________________________________
(CUSIP Number)
Mark A. Agee
Syntroleum Corporation
1350 South Boulder
Suite 1100
Tulsa, Oklahoma 74119-3295
(918) 592-7900
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 29, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of (SS) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibit. See (S) 240.13d-7(b) for other
parties to whom copies are to be sent.
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CUSIP NO. 871630 10 9
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark A. Agee
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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SOLE VOTING POWER
7
NUMBER OF 1,466,853
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,466,853
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,466,853
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.5%
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TYPE OF REPORTING PERSON* (See Instructions) IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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AMENDMENT NO. 2 TO SCHEDULE 13D.
Mark A. Agee ("Mr. Agee") hereby amends and supplements ("Amendment No. 2")
his statement on Schedule 13D, as originally filed by Mr. Agee on August 17,
1998 (the "Original Statement"), as amended by Amendment No. 1 filed by Mr. Agee
on October 26, 1998 ("Amendment No. 1"), with respect to the common stock, par
value $.01 per share (the "Common Stock"), of Syntroleum Corporation, a Delaware
corporation (the "Company"). The Company is the successor to Syntroleum
Corporation, a Kansas corporation, as a result of its reincorporation as a
Delaware corporation. Unless otherwise indicated, each capitalized term used but
not defined herein shall have the meaning assigned to such term in the Original
Statement and Amendment No. 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 to the Schedule 13D is hereby amended to read in its entirety as follows:
Mr. Agee may be deemed to be the beneficial owner of an aggregate of
1,466,853 shares of Common Stock (approximately 4.5% of the approximately
32,615,909 shares outstanding, determined by reference to the approximately
32,615,909 shares of Common Stock reported in the Company's prospectus
supplement dated June 29, 2000 to be outstanding following the issuance of
5,250,000 shares of Common Stock pursuant to the Purchase Agreement (the
"Purchase Agreement") filed as an exhibit to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 30, 2000.
Mr. Agee has the sole power to vote and dispose of shares of Common Stock
directly beneficially owned by him.
Included in the referenced shares are 58,144 shares of Common Stock owned
by his children for which Mr. Agee serves as custodian under the Oklahoma
Uniform Transfers to Minors Act. As custodian, Mr. Agee has the sole power to
vote and dispose of such shares. As a result, Mr. Agee may be deemed to be the
beneficial owner of the shares of Common Stock owned by his children; however,
Mr. Agee disclaims the beneficial ownership of the Common Stock owned by his
children.
Also included in the referenced shares are 27,199 shares which Mr. Agee has
the right to acquire pursuant to stock options granted by the Issuer to Mr.
Agee. These options are presently exercisable by Mr. Agee, and, in accordance
with the Securities and Exchange Commission Rule 13d-3, are deemed to be
beneficially owned by Mr. Agee because such options are exercisable within 60
days of the filing of this Amendment No. 4. See Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer, for a discussion of Mr. Agee's options.
On July 6, 2000, as a result of the issuance of the 5,250,000 shares of
Common Stock pursuant to the Purchase Agreement, Mr. Agee ceased to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock.
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Except as set forth in this Schedule 13D, to the best of his knowledge, Mr.
Agee has not effected any transaction in Common Stock during the past sixty
days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 to the Schedule 13D is hereby amended and supplemented as follows:
On February 3, 1999, Mr. Agee was granted options to purchase 30,000 shares
of Common Stock. Such options are exercisable in cumulative annual increments
of one-third of the total number of shares of Common Stock subject thereto,
beginning on the first anniversary of the date of grant of the options at a
purchase price of $6.88 per share. These options expire 10 years from the date
of grant.
On June 29, 2000, Mr. Agee entered into an agreement (the "Lock-up
Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Salomon Smith Barney Inc. and Petrie Parkman & Co., Inc. which provides
that, during a period of 180 days from the date of the Purchase Agreement, Mr.
Agee will not, without the prior written consent of Merrill Lynch, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of, or otherwise dispose of or transfer any shares
of Common Stock or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by Mr.
Agee or with respect to which Mr. Agee has or hereafter acquires the power of
disposition, or file any registration statement under the Securities Act of
1933, as amended, with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Common Stock, whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise; provided that the
foregoing restriction does not apply to (i) bona fide pledges of securities as
of July 29, 2000 and (ii) intra-family transfers or transfers to trusts for
estate planning purposes if the transferee of such securities agrees in writing
to be bound by the restrictions contained in the Lock-up Agreement with respect
to such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit F Letter Agreement by and among Mark A. Agee and Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon
Smith Barney Inc. and Petrie Parkman & Co., Inc.
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After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: July 17, 2000.
/s/ Mark A. Agee
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Mark A. Agee
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