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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. ONE
Under the Securities Exchange Act of 1934
(Amendment No. One)*
BSD MEDICAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
055662100
---------------------------------------------------
(CUSIP Number)
c/o WILSON, BAKUTIS, JONES, SHELL, McCULLY & SAWYER, P.C.
DONALD P. WILSON, 500 THROCKMORTEN, SUITE 1100, FT. WORTH, TX 76102
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
FEBRUARY 13, 1997
-----------------------------------------------------
(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.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 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).
<PAGE>
SCHEDULE 13D
AMENDMENT NO. ONE
- ----------------------- ---------------------
CUSIP NO. 055662100 PAGE 1 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MRS. DORA LEE LANGDON SOCIAL SECURITY ####-##-####
P. O. BOX 278
GRANBURY, TX 76048-0278
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
CITIZEN - UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
100,000 SHARES (.6%)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 100,000 SHARES (.6%)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
100,000 SHARES (.6%)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
Schedule 13D
Amendment No. One
Reporting Person: Mrs. Dora Lee Langdon
P.O. Box 278
Granbury, TX 76048-0278
Social Security ####-##-####
Item 1. Security and Issuer:
-------------------
Common Stock, $.01 par value BSD MEDICAL CORPORATION
2188 West 2200 South
Salt Lake City, Utah 84119
Item 2. Identity and Background:
-----------------------
(a) Dora Lee Langdon
(b) P.O. Box 278
Granbury, TX 76048-0278
(c) Self-Employed; Investments, Charitable Pursuits
(d) No
(e) No
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration:
-------------------------------------------------
Personal Funds; Fifty Thousand and No/100 ($50,000.00) for the
initial purchase of the 886,485 shares.
Item 4. Purpose of Transaction:
----------------------
The purpose of the transaction is for investment purposes.
(a) No plans to acquire any additional securities of the issuer by
any person; no current plans to dispose of securities of the
issuer.
(b) None
(c) None
(d) None
<PAGE>
(e) None
(f) None
(g) None
(h) None
(i) None
(j) None
Item 5. Interest in Securities of the Issuer:
------------------------------------
(a) 100,000 shares in the aggregate; .6 percent of the class of
securities identified pursuant to Item 1.
(b) Dora Lee Langdon has the sole power to vote, and the sole power
to direct the disposition, of 100,000 shares.
(c) On February 13, 1997, Dora Lee Langdon sold 393,243 shares of BSD
MEDICAL CORPORATION stock to JOHN E. LANGDON, TRUSTEE OF THE LEE
KENDALL LANGDON 1994 IRREVOCABLE TRUST, at the price of $.10 per
share, for a total consideration of $39,324.30. The consideration
payable to Dora Lee Langdon was represented by a promissory note
executed by the purchaser in the amount of $39,324.30. Such sale
took place at Fort Worth, Tarrant County, Texas.
On February 13, 1997, Dora Lee Langdon sold 393,242 shares of BSD
MEDICAL CORPORATION stock to JOHN E. LANGDON, TRUSTEE OF THE CLAY
ALLISON LANGDON 1994 IRREVOCABLE TRUST, at the price of $.10 per
share, for a total consideration of $39,324.20. The consideration
payable to Dora Lee Langdon was represented by a promissory note
executed by the purchaser in the amount of $39,324.20. Such sale
took place at Fort Worth, Tarrant County, Texas.
(d) None
(e) February 13, 1997
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer:
---------------------------
Dora Lee Langdon shall have the right to repossess and vote the stock
that was sold, as described in Item 5(c) above, should the purchaser
fail to comply with the terms of the promissory note.
Item 7. See Exhibit "A" attached
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.
03/07/97 /s/ Dora Lee Langdon
----------------------- ------------------------------
Date Signature
Dora Lee Langdon, Owner
<PAGE>
EXHIBIT A
CONTRACT OF SALE
----------------
THIS AGREEMENT is entered into on February 13, 1997, by and between
DORA LEE LANGDON (hereinafter referred to as "Seller") and JOHN E. LANGDON, as
Trustee of the LEE KENDALL LANGDON 1994 IRREVOCABLE TRUST (hereinafter referred
to as Kendall's Trust") and as Trustee of the CLAY ALLISON LANGDON 1994
IRREVOCABLE TRUST (hereinafter referred to as "Clay's Trust").
WHEREAS, Seller is the present owner of 886,485 shares of common stock of
BSD Medical Corporation (hereinafter referred to as "BSD"); and
WHEREAS, Trustee would like to purchase 393,243 shares of said common stock
on behalf of Kendall's Trust and 393,242 shares of said common stock on behalf
of Clay's Trust; and
WHEREAS, Seller desires to sell, transfer and assign 393,243 shares of BSD
to Trustee of Kendall's Trust and 393, 242 shares of BSD to Clay's Trust.
NOW, THEREFORE, in consideration of the premises and for good and valuable
consideration, the Seller and Trustee agree as follows:
1. It is agreed that Seller will execute an assignment to Trustee of
Kendall's Trust of 393,243 shares of BSD and an assignment to Trustee of Clay's
Trust of 393,242 shares of BSD, and Seller will retain 100,000 shares of BSD.
2. It is agreed that the purchase price per share will be the
appraised value of said stock as of February 13, 1997, as appraised by Laura
Bley, CFA, of Bley Investment Group and Cornerstone Financial Corporation, or
ten cents per share, which ever is greater.
3. It is agreed that the purchase of said shares will be evidenced by
a promissory note dated February 13, 1997, from Trustee of Kendall's trust in
the amount of $39,324.30 and a promissory note dated February 13, 1997, from
Trustee of Clay's Trust in the principal amount of $39,324.20, both payable to
Seller, and said notes will each be secured by a stock pledge agreement and
delivery to Seller of each Trust's new stock certificate, with an assignment
separate from certificate, executed in blank, to secure the appropriate note.
4. In the event the appraisal described above is greater than ten
cents per share, it is agreed that Trustee will execute a new note, reflecting
the correct sales price, for each trust dated the same day with the same terms
and conditions as in the existing notes and with the same security.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on this date as set forth above.
/s/ Dora Lee Langdon
-------------------------------
Dora Lee Langdon SELLER
LEE KENDALL LANGDON 1994
IRREVOCABLE TRUST and CLAY
ALLISON LANGDON 1994
IRREVOCABLE TRUST
/s/ John E. Langdon
--------------------------------
John E. Langdon TRUSTEE
Page 1 of Exhibit A
