UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
EFI Electronics Corporation
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
268428-20-8
(CUSIP Number)
Richard G. Brown, Esq.
Kimball, Parr, Waddoups, Brown & Gee
P.O. Box 11019
Salt Lake City, UT 84147
Telephone: (801) 532-7840
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 27, 1996
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 268428-20-8 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gaylord K. Swim; SSN: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 529,734
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 835,591
PERSON
WITH
9 SOLE DISPOSITIVE POWER
529,734
10 SHARED DISPOSITIVE POWER
835,591
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,365,325
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION 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
CUSIP No. 268428-20-8 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greenwood Management Corporation; FEIN: 87-0542170
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
NUMBER OF 815,591
SHARES
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
815,591
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
815,591
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION 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
CUSIP No. 268428-20-8 Page 4 of 9 Pages
Item 1. Security and Issuer
(a) Title of Class of Equity Securities: Common stock, $0.0001 par
value (the "Common Stock")
(b) Name of Issuer: EFI Electronics Corporation (the "Issuer").
(c) Address of Issuer's Principal Executive Offices: 2415 South 2300
West, Salt Lake City, UT 84119
Item 2. Identity and Background
(a) Name: Gaylord K. Swim ("Swim")
Greenwood Management Corporation ("Greenwood")
The following information is provided in response to General
Instruction C:
The executive officers of Greenwood are Katherine M. Swim
(President) and Michael Thomas (Secretary). The directors of
Greenwood are Katherine M. Swim, Michael Thomas and Menlo Smith.
The controlling shareholder of Greenwood is The Katherine Merrill
Swim Family Living Trust u/a/d March 30, 1989, as amended.
(b) Business address of Swim: 1095 South 800 East, Suite 4, Orem, UT
84097
Business address of Greenwood: 1257 East Cambridge Court, Provo,
UT 84604
The following information is provided in response to General
Instruction C:
The addresses of the officers, directors and controlling
shareholder of Greenwood are as follows:
Katherine M. Swim .....1257 East Cambridge Court, Provo, UT 84604
Michael Thomas. . .634 W. Creekview Drive, Chesterville, UT 84014
Menlo Smith . . .510 Maravilla College Drive, St. Louis, MO 63141
The Katherine Merrill Swim Family Living Trust . . . . . . . . .
1257 East Cambridge Court, Provo, UT 84604
(c) Present principal occupation or employment of Swim:
President of Swim Financial Corporation,
1095 South 800 East, Suite 4, Orem, UT 84097
Present principal occupation of Greenwood: Investments
The following information is provided in response to General
Instruction C:
The present principal occupation of the officers, directors and
controlling shareholder of Greenwood are as follows:
<PAGE>
SCHEDULE 13D
CUSIP No. 268428-20-8 Page 5 of 9 Pages
Katherine M. Swim . .President of Greenwood
Michael Thomas ......CPA, L.D.S. Church Office Building,
47 E. South Temple, Salt Lake City, UT 84101
Menlo Smith . . . . .Investments; Sun Mark Capital Corporation,
510 Maravilla College Drive,
St. Louis, MO 63141
The Katherine Merrill
Swim Family Living Trust . . . . . . . N/A
(d) Criminal Proceedings: Neither Swim nor Greenwood has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) during the last five years.
The following information is provided in response to General
Instruction C:
None of the officers, directors or controlling shareholder of
Greenwood has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five
years.
(e) Civil Proceedings: Neither Swim nor Greenwood has been a party to
a civil proceeding involving federal or state securities laws as
described in the instructions for Item 2(e) of Schedule 13D,
during the last five years.
The following information is provided in response to General
Instruction C:
None of the officers, directors or controlling shareholder of
Greenwood has been a party to a civil proceeding involving federal
or state securities laws as described in the instructions for Item
2(e) of Schedule 13d, during the last five years.
(f) Citizenship of Swim: United States
Citizenship of Greenwood: United States
The following information is provided in response to General
Instruction C: All of the officers, directors and controlling
shareholder of Greenwood are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On September 27, 1996, 455,432 shares of the Common Stock were issued
to Greenwood II Ltd., a Utah limited partnership ("Greenwood II"). The
Gaylord K. Swim Family Living Trust, of which Swim is a trustee, is the sole
limited partner of Greenwood II with a 99% beneficial interest. Greenwood is
the general partner of Greenwood II and holds a 1% interest. In exchange for
such issuance, Greenwood II canceled debt and interest in the amount of
$521,834.25 owed to Greenwood II by the Issuer. Said loan conversion was
authorized on June 30, 1996 and ratified by the Issuer's Board of Directors
on July 26, 1996; however, the shares were not issued until September 27,
1996 because such issuance was conditioned upon the favorable outcome of a
NASDAQ hearing on capitalization compliance issues.
<PAGE>
SCHEDULE 13D
CUSIP No. 268428-20-8 Page 6 of 9 Pages
An additional 216,667 shares of the Common Stock were issued to
Greenwood II on September 27, 1996 in exchange for cancellation of
subordinated debt and interest owed by the Issuer to Greenwood II in the
amount of $195,000. The loan conversion was authorized by the Issuer's Board
of Directors on July 26, 1996, but the shares were not issued until
September 27th because such issuance was conditioned upon the favorable
outcome of a NASDAQ hearing on capitalization compliance issues.
Also on September 27, 1996, 123,492 shares of the Common Stock were
issued to Greenwood II at a purchase price of $1.05 per share. The sale was
authorized by the Issuer's Board of Directors on July 26, 1996 and payment
for such shares was received by the Issuer on August 9, 1996, however, the
shares were not issued until September 27, 1996 because such issuance was
conditioned upon the favorable outcome of a NASDAQ hearing on capitalization
compliance issues.
The following information is provided in response to General Instruction C:
This item is not applicable to the officers, directors and controlling
shareholder of Greenwood because none of the shares purchased in the
foregoing-described transactions were purchased by such officers, directors or
controlling shareholder.
Item 4. Purpose of Transaction
On September 27, 1996, a total of 672,099 shares of the Common Stock
were issued to Greenwood II in exchange for cancellation by Greenwood II of
debt and interest owed it by the Issuer. An additional 123,492 shares of the
Common Stock were issued to Greenwood II in connection with a private
offering and were acquired for investment purposes.
Swim and Greenwood reserve the right to purchase additional shares of
the Common Stock or to dispose of shares of the Common Stock in the open
market, in privately negotiated transactions or in any other lawful manner
in the future. Except as described above, Swim and Greenwood presently have
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.
The following information is provided in response to General
Instruction C: This item is not applicable to the officers, directors
and controlling shareholder of Greenwood because none of the shares
purchased in the foregoing-described transactions were purchased by such
officers, directors or shareholder. The officers, directors and controlling
shareholder of Greenwood reserve the right to purchase additional shares
of the Common Stock or to dispose of shares of the Common Stock in the
open market, in privately negotiated transactions or in any other lawful
manner in the future. The officers, directors and controlling shareholder
of Greenwood presently have 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 aggregate number of shares of the Common Stock beneficially
owned by Swim is 1,365,325 shares, which represents 32.2% of the
outstanding shares of the Issuer. The aggregate number of shares
of the Common Stock beneficially owned by Greenwood is 815,591
shares, which represents 19.4% of the outstanding shares of the
Issuer. The following information is provided in response to
General Instruction C: The only officer, director or shareholder
of Greenwood who owns shares of the Common Stock is The Katherine
Merrill Swim Family Living Trust, which owns 100,000 shares of the
Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 268428-20-8 Page 7 of 9 Pages
(b) Swim has the sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of 529,734 shares of the
Common Stock, of which (i) 505,567 shares of the Common Stock are
held by Swim as trustee of the Gaylord K. Swim Trust, as to which
Swim has sole investment and voting power as trustee and (ii)
24,167 shares of the Common Stock are held by Swim Financial
Corporation, of which Swim is an executive officer, director and
majority owner. Swim also is a trustee of a charitable trust that
owns 20,000 shares of the Common Stock. Swim disclaims beneficial
ownership of such shares, but has shared voting power with respect
to such shares. In addition, Swim, as the trustee of the sole
limited partner of Greenwood II and as investment advisor to both
Greenwood II and Greenwood, shares with Greenwood dispositive
power with respect to the 795,591 shares of the Common Stock held
by Greenwood II and currently exercisable warrants to purchase
20,000 shares of the Common Stock, which warrants were issued in
the name of Greenwood II. By virtue of his family relationship
with Katherine M. Swim, an officer, director and trustee of the
controlling shareholder of Greenwood, Swim may be deemed to share
the voting power with Greenwood with respect to such shares.
The following information is provided in response to General
Instruction C: Katherine M. Swim, as the sole trustee of The
Katherine M. Swim Family Living Trust (a revocable trust), has
sole dispositive power and sole voting power with respect to
100,000 shares of the Common Stock owned by the Katherine M. Swim
Family Living Trust, which is the controlling shareholder of
Greenwood.
(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 above-discussed shares of the Common Stock except as indicated
above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
Attached hereto as Exhibit A is a copy of a written agreement relating
to the filing of a joint statement as required by Rule 13d-1(f) under the
Securities Exchange Act of 1934.
<PAGE>
SCHEDULE 13D
CUSIP No. 268428-20-8 Page 8 of 9 Pages
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.
October 7, 1996 /s/ Gaylord K. Swim
Date Gaylord K. Swim
GREENWOOD MANAGEMENT
CORPORATION, a Utah corporation
By: /s/ Katherine M. Swim
Date October 7, 1996 Its: President
(Typed Name and Title)
<PAGE>
SCHEDULE 13D
CUSIP No. 268428-20-8 Page 9 of 9 Pages
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D of Gaylord K. Swim and
Greenwood Management Corporation relating to shares of common stock of EFI
Electronics Corporation shall be filed on behalf of the undersigned.
/s/ Gaylord K. Swim
- ----------------------------------------
Gaylord K. Swim
GREENWOOD MANAGEMENT
CORPORATION, a Utah corporation
By: /s/ Katherine M. Swim
- --------------------------
President
(Name and Title)
