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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. _____)
BSD Medical Corporation
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
05566210
(CUSIP Number)
Patrick A. Reardon
Attorney-at-Law
201 Main Street, Suite 585
Fort Worth, Texas 76102
(817) 348-8801
(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 (e), 13d-1(f) or 13d-1(g), check the following
box [ ].
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).
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CUSIP No.: 055662100
1. NAME OF REPORTING PERSON: John E. Langdon
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF,OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF
7. SOLE VOTING POWER: 1,300,010 shares
SHARES
BENEFICIALLY
8. SHARED VOTING POWER: -0- shares
OWNED BY
EACH
9. SOLE DISPOSITIVE POWER: 1,300,010 shares
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER: -0- shares
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,300,010 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.8%
14. TYPE OF REPORTING PERSON: IN, 00
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Common Stock, $.01 par value (the "Common Stock"), of BSD Medical Corporation, a
Delaware corporation (the "Issuer"). The Issuer has its principal executive
office at 2188 West 2200 South, Salt Lake City, Utah 84119. Its telephone number
is (801) 972-5555.
Item 2. Identity and Background.
(a) Mr. John E. Langdon ("Mr. Langdon"). In this Schedule 13D, Mr.
Langdon is reporting with respect to 403,525 shares held by him and
a total of 896,485 shares held by either The Lee Kendall Langdon
1994 Irrevocable Trust or The Clay Allison Langdon 1994 Irrevocable
Trust. Mr. Langdon is the sole trustee of each of these trusts. See
Item 3 below.
The Lee Kendall Langdon 1994 Irrevocable Trust and The Clay Allison
Langdon 1994 Irrevocable Trust are collectively referred to herein
as the "Children's Trusts."
(b) 2501 Parkview Drive, Suite 500, Fort Worth, Texas 76102
(c) President of JEL Management Corporation, personal investments
company.
(d) Mr. Langdon has not been convicted in a criminal proceeding in the
last five years.
(e) Mr. Langdon has not been a party to a civil proceeding described in
Item 2(e) of Schedule 13D during the last five years.
(f) Mr. Langdon is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Langdon currently holds 403,525 shares of the Issuer's Common Stock.
These shares were issued to Mr. Langdon as founder of the Issuer at or prior to
the Company's Common Stock becoming publicly traded in 1980.
The purchase of a total of 786,485 shares of the Issuer's Common Stock
from Mrs. Dora Lee Langdon (Mr. Langdon's mother) on February 13, 1997 by the
Children's Trusts was funded by the trusts' delivery of two promissory notes in
the aggregate original principal amount of $78,648.50 to Mrs. Langdon. Since
Mrs. Langdon's death on December 28, 1997, these promissory notes are held by
the executor of her estate, Bank One, Texas, N.A., Fort Worth, Texas. See Item
5(c) and Exhibit A for additional details.
On or about June 16, 1997, each of the Children's Trusts received 25,000
shares (50,000 shares total) of the Issuer's Common Stock as a gift. See Item
5(C).
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Item 4. Purpose of Transaction.
Mr. Langdon believes that the market valuation of the Issuer's Common
Stock does not adequately reflect the intrinsic value of the Issuer's business
and its technology. In his personal capacity and as Trustee of the Children's
Trusts, he has explored and may explore from time to time in the future a
variety of alternatives designed to enhance shareholder value. He has held
discussions with the Issuer's Board of Directors, individually and in meetings,
and with officers of the Issuer for the purpose of discussing the Issuer's
business and marketing strategy, as well as the composition of the Board of
Directors. In the course of these discussions, Mr. Langdon has requested and
continues to seek, among other things, that he be appointed to the Board of
Directors. He has also participated in discussions with these individuals and
other shareholders relating to the persons serving as officers of the Issuer. He
anticipates that his contacts with the representatives of the Issuer will
continue.
Assuming the continuation of current facts and the current price of the
Issuer's Common Stock, Mr. Langdon presently contemplates making additional
purchases of the Issuer's Common Stock, either in the market or through
negotiated transactions. See Item 6.
Except as set forth above, Mr. Langdon has no plans or proposals with
respect to any of the matters set forth in paragraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Number of Shares of Common Stock: 1,300,010 shares.
Percentage of class: 7.8%.
(b) Sole voting power: 1,300,010 shares.
Sole Disposative power: 1,300,010 shares.
(c) On February 13, 1997, Dora Lee Langdon sold 393,243 shares of the
Issuer's Common 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 original principal amount of $39,324.30. This
sale took place at Fort Worth, Tarrant County, Texas.
On February 13, 1997, Dora Lee Langdon sold 393,242 shares of the
Issuer's Common Stock to John E. Langdon, Trustee of The Clay
Allison Langdon 1994 Irrevocable Trust, at the price of $.10 per
share, for 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 original principal amount of
$39,324.20. This sale took place at Fort Worth, Tarrant County,
Texas.
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On or about June 16, 1997, each of the Children's Trusts received
25,000 shares (50,000 shares total) of the Issuer's Common Stock as
a gift from Mrs. Langdon and her husband, Jack Langdon.
On or about December 4, 1997, Mr. Langdon gave 50,000 shares of the
Issuer's Common Stock previously held by him to a trust for the
benefit of his wife. Mr. Langdon disclaims beneficial ownership of
these shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
In connection with the purchase by the Children's Trusts of a total of
786,485 shares of the Issuer's Common Stock from Mrs. Dora Lee Langdon on
February 13, 1997, the Contract of Sale (attached as Exhibit A) provided for the
delivery to Mrs. Langdon of promissory notes that were secured by the shares
transferred. Bank One, Texas, N.A., Fort Worth, Texas, the executor of Mrs.
Langdon's estate, holds these notes, which are now due and payable.
Item 7. Material to be Filed as Exhibits.
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.
Dated: August 13, 1999
/s/ JOHN E. LANGDON
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John E. Langdon
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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
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Dora Lee Langdon SELLER
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LEE KENDALL LANGDON 1994
IRREVOCABLE TRUST and CLAY
ALLISON LANGDON 1994
IRREVOCABLE TRUST
/s/ John E. Langdon
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John E. Langdon TRUSTEE
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