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OMB NUMBER 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Sento Corporation
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(Name of Issuer)
Common Stock, par value $.25 per
share
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(Title of Class of Securities)
816918 10 6
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(CUSIP Number)
Brian G. Lloyd, Esq.
Parr, Waddoups, Brown, Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111
(801) 532-7840
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 21, 1999
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(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. / /
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 in 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1746 (10-97) Page 1 of 6
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CUSIP No. 816918 10 6 SCHEDULE 13D
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of above persons (entities only).
Clemons F. Walker
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 548,200 (includes currently exercisable
by Each Reporting warrants to purchase 50,000 shares held in
Person With the name of the Reporting Person, 280,900
shares held in the name of the Walker Family
Trust and currently exercisable warrants to
purchase 50,000 shares, which warrants are
also held in the name of the Walker Family
Trust)
--------------------------------------------------
(8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Power
548,200 (includes currently exercisable
warrants to purchase 50,000 shares held in
the name of the Reporting Person, 280,900
shares held in the name of the Walker Family
Trust and currently exercisable warrants to
purchase 50,000 shares, which warrants are
also held in the name of the Walker Family
Trust)
--------------------------------------------------
(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
548,200 (includes currently exercisable warrants to purchase 50,000 shares
held in the name of the Reporting Person, 280,900 shares held in the name
of the Walker Family Trust and currently exercisable warrants to purchase
50,000 shares, which warrants are also held in the name of the Walker
Family Trust)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
7.6%
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(14) Type of Reporting Person*
IN
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Page 2 of 6
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CUSIP No. 816918 10 6 SCHEDULE 13D
THIS AMENDMENT NO. 1 TO THE SCHEDULE 13D OF CLEMONS F. WALKER CORRECTS,
AND SHOULD BE READ IN CONJUNCTION WITH, THE SCHEDULE 13D FILED ON JULY 27,
1999.
ITEM 1. SECURITY AND ISSUER
(a) Title of Class of Equity Securities: Common Stock, $.25 par value
(the "Common Stock").
(b) Name of Issuer: Sento Corporation (the "Issuer")
(c) Address of Issuer's Principal Executive Office: 808 East Utah Valley
Drive, American Fork, UT 84003.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Clemons F. Walker (the "Reporting Person")
(b) Residence address: 748 Rising Star Drive, Henderson, NV 89014
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted: Retired.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case: No
(e) Whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order: No
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 9, 1999, the Reporting Person received, as a gift, 15,000
shares of the Common Stock. No consideration was paid for such shares.
On June 17, 1999, the Reporting Person purchased 2,500 shares of the
Common Stock on the open market at a price of $1.73/share. The source of
the funds used to make such purchase was the Reporting Person's personal
funds.
Page 3 of 6
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CUSIP No. 816918 10 6 SCHEDULE 13D
On June 21, 1999, the Walker Family Trust, of which the Reporting
Person is the Trustee, acquired from the Issuer, in a private offering,
50,000 Units at a price of $3.20/Unit. Each Unit consists of two (2)
shares of the Common Stock and one (1) warrant to purchase one (1) share
of the Common Stock. The funds of the Walker Family Trust were used to
purchase the Units.
On June 22, 1999, the Walker Family Trust purchased 10,000 shares of
the Common Stock on the open market at a price of $1.688/share. The funds
of the Walker Family Trust were used to make such purchase.
ITEM 4. PURPOSE OF TRANSACTION
All acquisitions of shares of the Common Stock by the Reporting
Person, both on his own behalf and on behalf of the Walker Family Trust,
were for investment purposes. The Reporting Person reserves the right to
purchase additional shares of the Common Stock or to dispose of such
securities in the open market, in privately negotiated transactions or in
any other lawful manner in the future. Except as described above, the
Reporting Person presently has no plans or proposals which relate to or
would result in any action enumerated in subparagraphs (a) through (j) of
the instructions for Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person is the beneficial owner of 548,200 shares
of the Common Stock, which (i) includes currently exercisable
warrants to purchase 50,000 shares of the Common Stock held in
the name of the Reporting Person, (ii) includes 280,900 shares
of the Common Stock held in the name of the Walker Family Trust,
(iii) includes currently exercisable warrants to purchase 50,000
shares of the Common Stock, which warrants are also held in the
name of the Walker Family Trust and (iv) represent 7.6% of the
outstanding shares of such stock.
(b) The Reporting Person has the sole power to vote or direct the
vote and the sole power to dispose or to direct the disposition
of the shares referenced in Item 5(a) above.
(c) See item 3 above.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the securities referenced in Item 5(a) above.
(e) Not applicable.
Page 4 of 6
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CUSIP No. 816918 10 6 SCHEDULE 13D
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 5 of 6
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CUSIP No. 816918 10 6 SCHEDULE 13D
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.
Date: 2/1/00 /s/ CLEMONS F. WALKER
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Clemons F. Walker
Page 6 of 6
