SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LARSON-DAVIS INCORPORATED
(Name of Issuer)
Common Stock, $ .001 par value
(Title of Class of Securities)
517310
(CUSIP Number)
CONNIE C. HOLBROOK, ESQ.
180 East First South Street
Salt Lake City, Utah 84111
(801) 534-5202
Copy to:
CLYDE M. HEINER
President and Chief Executive Officer
Questar Development Corporation
141 East First South
Salt Lake City, Utah 84111
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 1, 1989
(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 this statement
__
<PAGE>
SCHEDULE 13D
CUSIP No. 517310 Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questar Development Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (Not applicable.) See Item 3.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(E) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
7 SOLE VOTING POWER
NUMBER OF 559,139 See Item 5.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
559,139 See Item 5
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
559,139 See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7 Percent See Item 5.
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer
This statement relates to the common stock, $ .001 par value per
share, of Larson-Davis Incorporated (LDI). LDI's principal office is located
at 1681 West 820 North, Provo, Utah 84601.
Item 2. Identity and Background
Questar Development Corporation, a Utah corporation (Questar
Development), is engaged in research and business development activities and,
through a subsidiary, in real estate development activities. Questar
Development is a wholly owned subsidiary of Questar Corporation (Questar).
Questar Development's principal business address is 141 East First South, Salt
Lake City, Utah 84111.
Information concerning the directors and executive officers of
Questar Development is included in Schedule A.
During the last five years, neither Questar Development nor any of
its directors or executive officers has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such a 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.
Item 3. Source and Amount of Funds or other Consideration
Questar Development has a contractual right to obtain shares of
common stock issued by LDI having a value of $1,300,000. As is explained
below, Questar Development can obtain the shares by foregoing an ownership
interest in technology developed by LDI. Consequently, no funds are
necessary to obtain the shares.
Item 4. Purpose of Transaction
By agreements dated December 28, 1988, Questar Development agreed
to acquire rights to LDI's information processing technology and retained LDI
to develop certain improvements to the technology for commercial application
and exploitation. Under the terms of the agreements, Questar Development owns
the improvements or products resulting from the agreement, but LDI has the
exclusive right to license, manufacture, and market the product subject to
payment of a royalty interest to Questar Development. A provision in one of
the agreements--the Product License and Option Agreement--grants Questar
Development an option to forego its ownership interest in the technology and
product improvements in exchange for restricted shares of common stock issued
by LDI having a market value of $1,300,000. This option can be exercised at
any time between September 1, 1989, and December 31, 1990, upon written notice
to LDI and is not conditional upon LDI's actual development of new information
processing technology pursuant to the terms of the agreements between the
parties.
The number of shares that LDI is required to issue to Questar
Development is calculated by dividing $1,300,000 by the prior 20-day average
of the closing bid price of the stock from the date on which Questar
Development gives LDI written notice of the option exercise. As of September
1, 1989, the prior 20-day average price of LDI's stock was $2.325 per share.
This price was used to calculate the number of shares that Questar Development
could acquire. The actual number of shares that could be acquired by Questar
Development depends on the date notice is given and on the price of LDI's
stock.
At the present time, Questar Development is reviewing the
advantages and disadvantages associated with acquiring a significant minority
ownership interest in LDI and foregoing its ownership interest in the
information processing technology pursued by LDI. If it exercises its
contractual right to purchase shares of restricted common stock to be issued
by LDI, Questar Development will acquire and own such shares for investment
and will not acquire and own shares with the purpose or effect of changing or
influencing the contract of LDI. Questar Development does not currently own
any shares of LDI's common stock and has no current plan to acquire additional
shares of LDI's stock or to exercise control of LDI upon exercising its
option.
Item 5. Interest in Securities of the Issuer
At the current time, LDI has approximately 4,235,000 shares
outstanding. Assuming a 20-day average closing price of $2.325, Questar
Development would acquire 559,139 shares of common stock, or approximately
11.7 percent of the new total number of outstanding shares. Questar
Development would have sole voting power and sole dispositive power over such
shares, but the shares would be restricted and, hence, subject to resale
limitations.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
Product License and Option Agreement dated December 28, 1988,
between Questar Development Corporation and Larson-Davis Incorporated.
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.
September 7, 1989 /s/Clyde M. Heiner
Date Clyde M. Heiner
President and Chief Executive
Officer
Questar Development Corporation
<PAGE>
Schedule A
Directors and Executive Officers
of Questar Development Corporation
The names, business addresses, and present principal occupation of
the directors and executive officers of Questar Development Corporation are
set forth below. All of the individuals are citizens of the United States.
Name, Relationship
with Questar
Development and Present
Business Address Principal Occupation
M. E. Benefield Vice President, Planning and
Vice President Corporate Development
141 East First South Questar Corporation
Salt Lake City, Utah 84111
R. D. Cash Chairman, President and Chief
Chairman of the Board Executive Officer
180 East First South Questar Corporation
Salt Lake City, Utah 84111
W. F. Edwards Sr. Vice President and Chief
Vice President and Financial Officer
Chief Financial Officer Questar Corporation
180 East First South
Salt Lake City, Utah 84111
Clyde M. Heiner Sr. Vice President
Director, President and Questar Corporation
Chief Executive Officer
180 East First South
Salt Lake City, Utah 84111
Connie C. Holbrook Vice President and Corporate
Director Secretary
180 East First South Questar Corporation
Salt Lake City, Utah 84111
N. R. Potter President and Chief Executive
Director Officer
180 East First South Questar Service Corporation
Salt Lake City, Utah 84111 (subsidiary of Questar Corporation)
D. N. Rose President and Chief Executive
Director Officer
180 East First South Mountain Fuel Supply Company
Salt Lake City, Utah 84111 (subsidiary of Questar Corporation)
<PAGE>
PRODUCT LICENSE AND OPTION AGREEMENT
THIS PRODUCT LICENSE AND OPTION AGREEMENT (this "Agreement") is made and
entered into the 28th day of December, 1988, by and between QUESTAR
DEVELOPMENT CORPORATION, a Utah corporation (the "Company"), and LARSON-DAVIS
INCORPORATED, a Nevada corporation ("Larson-Davis").
Recitals
A. Pursuant to a Research and Development Agreement of even date
herewith (the "Research Agreement"), between the Company and Larson-Davis, a
copy of which is attached hereto as Exhibit "A" and incorporated herein by
this reference, the Company has hired and retained Larson-Davis exclusively to
perform certain research and development work for the Company as described
therein for the purpose of reducing to practice the Base Technology. The
terms "Improvements," "Proposed Products," "Product," and "Reduced to
Practice" shall have the same meaning in this Agreement ascribed to such terms
in the Research Agreement.
B. To determine the feasibility of commercially exploiting the Base
Technology and any improvement or Product and, to that end, to complete the
development of production prototypes, further refine the Proposed Products,
and arrange for manufacturing and marketing of the Products, Larson-Davis
desires to obtain an option, exercisable in its sole discretion, to license
any Improvement or Product on an exclusive basis in order to review, evaluate,
and test market such items, and to have the option to continue to manufacture
and market the Improvement or Product on an exclusive basis except as set
forth below or acquire all of the Company's right, title, and interest to the
Base Technology, Improvements, and Products.
Agreement
NOW, THEREFORE, in consideration of the foregoing recitals and the terms
and conditions hereinafter set forth, the parties hereto agree as follows:
1. License Option. On the date that Larson-Davis gives notice to the
Company that an Improvement or Product has been Reduced to Practice, all in
accordance with the terms of the Research Agreement, Larson-Davis shall
automatically be granted an option (the "License Option") to acquire an
exclusive world-wide license to use, license, sublicense, manufacture, and
market any such Improvement or Product (the "License"), except that the
Company shall reserve to itself and its corporate group the right to use any
Improvement or Product without additional charge so long as the use is limited
to the Company's corporate group's own operations. The License Option may be
exercised at any time during the 30 day period following the date such option
is granted by delivery to the Company by Larson-Davis of a written notice of
its election to exercise the option, together with a payment of $2,500 per
Product, in cash or in the form of a check made payable to the Company. In
the event the License Option is not exercised with respect to any Product,
this Agreement, except for the provisions of section 7 entitled "Option to
Sell," shall terminate.
2. License.
2.1 Term. Except as reserved to the Company in section 1, the
exclusive License for the Improvement or Product acquired on exercise of the
License Option as provided in section 1 shall extend for a period of ten (10)
years commencing on the date Larson-Davis exercises the License Option.
Thereafter, the License will automatically become non-exclusive and continue
until this Agreement is terminated in accordance with its terms.
2.2 Forbearance. Except as reserved to the Company in section 1,
during the period the License is exclusive, the Company shall not do, cause,
or suffer to be done, any act that would jeopardize the rights of Larson-Davis
in and to any Improvement or Product subject to a License; provided, however,
that nothing contained herein shall preclude the Company from conducting its
own review of an Improvement or Product in order for it to reach its own
independent conclusions regarding commercial viability or pursuing
manufacturing and marketing of the Improvement or Product through its own
resources or third party contractors following the date on which such License
becomes non-exclusive in accordance with the terms of this Agreement.
2.3 Payment of Royalties. On any License, whether exclusive or non-
exclusive, acquired by Larson-Davis under this Agreement, Larson-Davis shall
pay to the Company the royalties set forth in section 3 of this Agreement.
The obligation to pay such royalties shall commence on the date of exercise of
the License Option pursuant to section 1 and shall remain in effect with
respect to the Improvement or Product on which said option is exercised for so
long as Larson-Davis is the licensee thereof.
2.4 License Limited. Larson-Davis does not, and shall not have any
right, license, or privilege to, manufacture and market any Improvement or
Product, unless and until it shall exercise the License Option pertaining
thereto as provided in section 1. In the event that Larson-Davis breaches
this covenant, the Company shall be entitled to equitable relief, including
the right, at the Company's election, to have this Agreement reformed so that
the License for any such Improvement or Product shall be deemed to have
commenced on the date on which it is determined that Larson-Davis in fact
began manufacturing or marketing the Improvement or Product.
2.5 Subcontractors. Larson-Davis is hereby authorized to retain one
or more subcontractors to manufacture a portion of all of the Improvement or
Product licensed hereunder or to assist Larson-Davis in marketing or
distributing the same.
3. Royalties. During the term of any License under this Agreement, whether
exclusive or non-exclusive, Larson-Davis shall pay to the Company royalties as
provided in this section 3.
3.1 Amount. Larson-Davis shall pay to the Company on a quarterly
basis a royalty in an amount which is 5% of gross revenue (as hereinafter
defined) from sale of the Improvement or Product.
3.2 Gross Revenue. The term "gross revenue" is defined as all amounts
received by Larson-Davis on the sale or the disposition of the Improvement or
Product, net of returns and allowances and excluding shipping or packing
charges and sales, use, and excise taxes. In the event that the Product
developed hereunder may only be sold in conjunction with another product of
Larson-Davis ("combined products") and the gross revenue from the combined
products is not allocable on its face, the parties shall use their best
efforts for a ninety (90) day period to come to an agreement about an
allocation of the gross revenue on a combined product to determine the royalty
to be paid hereunder. In the event the parties cannot agree on an allocation,
it shall be submitted to binding arbitration to and in accordance with the
Rules of the American Arbitration Association.
3.3 Payment. The royalties provided for in this section 3 are due and
payable 30 days after the close of each six-month period following the date on
which a license is acquired by Larson-Davis pursuant to this Agreement. With
each such payment, Larson-Davis shall provide to the Company a written
statement certified by an officer or authorized agent of Larson-Davis that
shall specify the total dollar amount of revenue from the sales of the
Improvement or Product during the six-month with respect to which such payment
is made, the amount of returns and allowances taken as deductions against such
revenue, and the royalty then due and payable to the Company.
4. Termination of License. In the event that Larson-Davis shall fail to
pay to the Company the amounts specified in subsection 3.1, or shall fail to
maintain good faith efforts to effectively market the Improvements or
Products, the Company may terminate this Agreement on 30 days' written notice
to Larson-Davis. During the 30 day period following the date on which such
notice is given, the Company shall accept from Larson-Davis the delinquent
payment with respect to which such notice is given, in which event, this
Agreement shall continue in full force and effect in accordance with its
terms. This Agreement, including any license granted hereunder, may be
terminated at any time by mutual consent of the parties.
5. Books and Records. Larson-Davis shall make and retain for the term of
this Agreement true and accurate records, files, and books of account
containing all the data reasonably required for the full computation and
verification of the amounts to be paid, the information to be given, and the
reports provided for by this Agreement. Such books and records shall be
maintained in accordance with sound accounting and business practices in
sufficient detail to show quantity and price (both per unit and in the
aggregate) of items sold and shipped and all other factors utilized in the
calculation of gross revenue, together with appropriate vouchers, invoices,
receipts, bills of lading, and similar supporting data. Larson-Davis shall
permit the reasonable inspection and copying of such records, files, and books
of account by the Company and its authorized representatives during regular
business hours on two business days' written notice to Larson-Davis. All
costs of such inspection and copying shall be paid by the Company. The
Company, at its expense, may require an independent audit of the books and
records of Larson-Davis to verify the correctness of the royalties paid to the
Company under the terms of this Agreement. In the event such audit discloses
a deficiency in the royalties due to the Company in excess of 5% of the
royalties actually paid, Larson-Davis shall bear the cost of such audit.
6. Representations and Covenants of Larson-Davis. Larson-Davis represents
and covenants the following:
6.1 Larson-Davis has no prior and shall not enter into any subsequent
commitments, arrangements, or agreements with other parties relating to the
development, exploitation, or sale of the Base Technology or any Improvement
or Product described in this Agreement that will result in a product
competitive with the products which might interfere with the rights of the
Company or preclude the carrying out of the obligations of Larson-Davis under
the terms of this Agreement.
6.2 If Larson-Davis licenses any Improvement or Product hereunder, it
will use its best efforts to manufacture and market such Product in a timely
manner in order to generate royalties to the Company as provided in section 3
of this Agreement.
7. Option to Sell. Subject to the following terms and conditions, the
Company shall have the right (hereinafter "Option") to sell Larson-Davis the
Proposed Products or Products developed including the Company's right, title
and interest in the Base Technology, any Improvement, or any Product developed
under the Research Agreement except for the rights of internal use reserved
for the Company pursuant to paragraph 1 of this Agreement.
7.1 Effectiveness of Option. The Option will become effective on
September 1, 1989, and shall terminate on December 31, 1990. The Company
shall have the right to exercise the Option during that period of time by
giving notice as required under paragraph 7.2.
7.2 Exercise. At any time during which the Option is effective, the
Company may, at its election, exercise the Option by giving written notice of
its election to exercise the Option to sell the Products to Larson-Davis.
7.3 Acquisition Price. The acquisition price shall be $1,300,000
payable in Larson-Davis restricted common stock, par value $0.001.
7.4 Manner of Payment. The acquisition price shall be payable on or
before the date which is 30 days following the date on which notice of
exercise of the Option is given to Larson-Davis by the Company pursuant to
subsection 7.2. Upon acquisition, Larson-Davis shall deliver to the Company
on or before the date which is 30 days following the date on which the notice
is given, certificates representing the number of shares of Stock issuable
pursuant hereto. The number of shares of Stock issuable shall be determined
by dividing the acquisition price of $1,300,000 by the average of the closing
bid prices for the 20 days preceding the date notice is given pursuant to
subsection 7.2 as reported by the National Quotation Bureau in its "pink
sheets" or, if the Stock is reported by the National Association of Securities
Dealers, Inc., Automated Quotation System ("NASDAQ"), as reported by NASDAQ;
provided, that if such average bid price exceeds $11.00 per share, the average
of the bid prices shall be deemed to be $11.00 per share.
7.5 Matters Pertaining to the Stock. In the event Stock is issued to
the Company pursuant to the provisions of this section 7, the Stock will be
issued in reliance on certain exemptions from the registration and prospectus
delivery requirements of federal and state securities statutes. Consequently,
the Stock will be "restricted securities" as that term is defined under the
Securities Act of 1933, as amended (the "Securities Act"), and consequently,
is subject to the restrictions on transfer set forth in the Securities Act and
the rules and regulations promulgated thereunder. As restricted securities,
the Stock may not be sold in the absence of registration or an exemption from
such registration requirements. The Company must hold such securities
indefinitely, unless they are subsequently registered under the Securities Act
and applicable state securities laws or are sold in a transaction which is
exempt from such registration requirements. Larson-Davis is under no
obligation to register under applicable securities statutes any of the Stock
issued in connection with the acquisition of the assets of the Company or make
available any exemption from such registration to permit sale by the Company.
An appropriate legend noting the foregoing restrictions on transfer will be
placed conspicuously on the face of all certificates representing the Stock,
and a notation restricting transfer will be placed on the books and records of
Larson-Davis. All transferees of Stock will be treated similarly, and
corresponding notations will be placed on new certificates for Stock issued on
transfer as well as in Larson-Davis' records. In the event Stock is issued as
payment of the purchase Price, the Company shall execute and deliver to
Larson-Davis at the Closing an investment letter setting forth the foregoing
restrictions and other representations regarding the Stock. Larson-Davis may
refuse to transfer the Stock to any transferee who does not furnish to it in
writing the same representations and warranties and agree to the same
conditions with respect to the Stock as are set forth in the investment letter
delivered by the Company at the Closing.
7.6 Transfer of Title. On the date that Larson-Davis makes payment to
the Company of the acquisition price, the Company shall execute and deliver
assignments, bills of sale, and documents of title in form acceptable to
Larson-Davis necessary to assign, transfer, and convey the Company's right,
title, and interest in and to the Base Technology, Proposed products, and any
Improvement or Product free and clear of all liens, claims, security
interests, and encumbrances, except that the Company shall reserve to itself
and its corporate group the right to use any Improvement or Product without
additional charge so long as the use is limited to the Company's corporate
group's own operations. From and after the date the Option is exercised, the
Company covenants and agrees that it will cause to be prepared and executed on
the request of Larson-Davis all other documents of title, transfer, and
conveyance necessary to confirm in Larson-Davis ownership of all of the rights
acquired pursuant to the exercise of the Option.
8. Relationship. The Company and Larson-Davis are independent entities,
and nothing contained in this Agreement is intended or is to be construed as
creating a partnership or joint venture arrangement between the parties nor an
employer/employee or agency relationship between the parties. Neither party
hereto shall have any express or implied right or authority to assume or
create any obligations on behalf of or in the name of the other party or to
bind the other party to any contract, agreement, or undertaking with any third
party.
9. Protection of products.
9.1 Retention of ownership. The Proposed Products and any Improvement
or product licensed to Larson-Davis under this Agreement are and shall remain,
unless the Company exercises its Option provided in section 7, the sole and
exclusive property of the Company.
9.2 Confidentiality. Larson-Davis agrees that all knowledge and
information that it may acquire or develop in the course of manufacturing and
marketing the Proposed Products and any Improvement or Product, including,
without limitation, designs, drawings, data, production prototypes, memoranda,
notes, and tabulations are confidential in nature, and Larson-Davis agrees to
keep such information strictly confidential and shall not disclosure such
information to any one other than those employees, agents, and subcontractors
of Larson-Davis necessary to the performance of its obligations under any
License granted pursuant to this Agreement. Larson-Davis shall not make use
of (other than in the performance of its obligations under this Agreement) any
such information which pertains or relates to the business or affairs of the
Company. Larson-Davis shall obtain from all employees, agents, and
subcontractors hired or retained by it to performance any of the obligations
under this Agreement, agreements which are in form acceptable to the Company
which shall obligate such persons to hold in confidence and not make use of
any proprietary, trade secret, or any other confidential information relating
to the proposed Products or any Improvement or Product to which they obtain
access during the course of their duties as employees, agents, or
subcontractors of Larson-Davis and to assign to the Company any and all rights
which they may now have or may acquire respecting the Proposed Products,
Improvement, or Product in the course of performing such duties. Larson-Davis
shall use its best efforts to assure that its employees, agents, and
subcontractors do not make any unauthorized use of or disclose any proprietary
information relating to the Proposed Products, Improvements, or Products.
10. Miscellaneous.
10.1 Assignment of Agreement. Except as expressly provided, neither
the rights nor the obligations of the parties under this Agreement may be
assigned by such party in whole or in part without the prior written consent
of the other party. Notwithstanding the foregoing, the Company may assign its
rights and obligations under this Agreement to any wholly-owned subsidiary of
Questar Corporation, a Utah corporation and the corporate parent of the
Company, without the consent of Larson-Davis.
10.2 Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the state of Utah.
10.3 Notices. Any notice required pursuant to this Agreement shall be
sufficiently given if delivered by hand or sent by United States first class
mail, postage prepaid. All notices sent by mail will be deemed effective two
business days after mailing.
10.4 Title and Captions. Section titles or captions to this Agreement
are for convenience and reference only and shall not be deemed part of this
Agreement and shall not be interpreted to define, limit, augment, extend, or
describe the scope, content, or intent of any part or parts of this Agreement.
10.5 Further Action. The parties shall execute and deliver all
documents or instruments, provide all information, and take or forebear from
all such action as may be necessary or appropriate to achieve the purposes of
this Agreement.
10.6 Binding Effect on Successors. This Agreement shall be binding on,
and inure to the benefit of, the parties and their respective successors and
assigns; provided, that this provision shall not be construed as permitting
assignment, substitution, delegation, or other transfer or rights or
obligations, except strictly in accordance with the provisions of the other
sections of this Agreement.
10.7 Waiver. No failure by any party to insist on the strict
performance of any covenant, duty, promise, or condition of this Agreement or
to exercise any right or remedy consequent on a breach thereof shall
constitute a waiver of any such breach or any other covenant, duty, promise,
or condition. Any party may, by notice delivered in the manner provided in
this Agreement, but shall be under no obligation to, waive any of its rights
or any conditions to its obligations hereunder, or any duty, obligation, or
covenant of any other party. No waiver shall affect or alter the remainder of
this Agreement but each and every other covenant, duty, promise, and condition
hereof shall continue in force and effect with respect to any other then
existing or subsequently occurring breach.
10.8 Rights and Remedies. The rights and remedies of any of the
parties hereof shall not be mutually exclusive, and the exercise of the rights
arising from one or more of the provisions of this Agreement shall not
preclude the exercise of the right arising from any other provision. Each of
the parties confirms that damages at law may be an inadequate remedy for a
breach or threatened breach of any provision hereof. The respective rights
and obligations hereunder shall be enforceable by specific performance,
injunction, or other equitable remedy, but nothing herein contained is
intended to or shall limit or affect any rights at law, statutory or
otherwise, of any party aggrieved as against the other party for a breach or
threatened breach of any provision hereof.
10.9 Severability. In the event that any condition, covenant, or other
provision herein contained is held to be invalid or void by any court of
competent jurisdiction, the same shall be deemed severable from the remainder
of this Agreement and shall in no way affect any other covenant or condition
herein contained. If such condition, covenant, or other provision shall be
deemed invalid due to its scope or breadth, such provision shall be deemed
valid to the extent of the scope or breadth permitted by law.
10.10 Authorization. Each individual executing this Agreement does
thereby represent and warrant to each other person so signing (and each other
entity for which another person may be signing) that he has been duly
authorized to deliver this Agreement in the capacity and, for the entity (if
any), set forth where he signs.
10.11 Attorneys' Fees. Should legal action to instituted to enforce any
of the provisions of this Agreement, or by reason of breach or default in any
of the covenants, representations, warranties, terms, or conditions of this
Agreement, the prevailing party shall be entitled to recover costs and
attorneys' fees in such amount as the court in such action shall adjudge
reasonable.
AGREED AND ENTERED INTO as of the date first above written.
QUESTAR DEVELOPMENT CORPORATION
By /s/ Clyde M. Heiner
Duly Authorized Officer
LARSON-DAVIS INCORPORATED
By /s/ Brian Larson
Duly Authorized Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. ONE TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LARSON-DAVIS INCORPORATED
(Name of Issuer)
Common Stock, $ .001 par value
(Title of Class of Securities)
517310
(CUSIP Number)
CONNIE C. HOLBROOK, ESQ.
180 East First South Street
Salt Lake City, Utah 84111
(801) 534-5202
Copy to:
CLYDE M. HEINER
President and Chief Executive Officer
Questar Development Corporation
141 East First South
Salt Lake City, Utah 84111
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 12, 1989
(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 this statement / /
This Amendment No. 1 amends and supplements the Schedule on 13D
dated September 7, 1989, relating to the common stock, $.001 par value per
share, of Larson-Davis Incorporated (LDI) filed by Questar Development
Corporation (Questar Development).
Item 5. Interests in Securities of the Issuer
On September 12, 1989, Questar Development gave LDI written notice
that it was exercising an option to acquire shares of LDI's common stock
having a market value of $1,300,000. Using the price formula specified in the
Product License and Option Agreement dated December 28, 1988 (Option
Agreement), Questar Development determined that it was entitled to acquire
576,982 shares of such stock--approximately 12.0 percent of the new total
number of LDI's outstanding shares of common stock. Under the terms of the
Option Agreement, Questar Development, by acquiring the shares of restricted
common stock, forgoes its ownership interest in any technology and product
improvements developed by LDI pursuant to a contract with Questar Development.
The parties have 30 days from the date Questar Development exercised its
option to close the transaction.
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.
September 15, 1989 /s/ Clyde M. Heiner
Date Clyde M. Heiner
President and Chief Executive
Officer
Questar Development Corporation
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. TWO TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LARSON-DAVIS INCORPORATED
(Name of Issuer)
Common Stock, $ .001 par value
(Title of Class of Securities)
517310
(CUSIP Number)
CONNIE C. HOLBROOK, ESQ.
180 East First South Street
Salt Lake City, Utah 84111
(801) 534-5202
Copy to:
CLYDE M. HEINER
President and Chief Executive Officer
Questar Development Corporation
141 East First South
Salt Lake City, Utah 84111
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
October 4, 1989
(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 this statement / /
<PAGE>
SCHEDULE 13D
CUSIP No. 517310 Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questar Development Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(E) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
7 SOLE VOTING POWER
NUMBER OF 754,760 See Item 5.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
754,760 See Item 5
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15.1 Percent
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 2 amends and supplements the Schedule on 13D
dated September 7, 1989 and amended on September 12, 1989, relating to the
common stock, $.001 par value per share, of Larson-Davis Incorporated (LDI)
filed by Questar Development Corporation (Questar Development).
Item 3. Source and Amount of Funds or Other Considerations
Pursuant to the terms of an Agreement dated October 3, 1989,
Questar Development acquired 177,778 additional shares of LDI's common stock
for a purchase price of $400,000. Questar Development obtained the funds
through a formal intercompany loan from its parent, Questar Corporation.
Item 4. Purpose of Transaction.
After exercising an option on September 12, 1989, to acquire
shares of LDI's common stock having a market value of $1,300,000 in exchange
for foregoing an ownership interest in technology development by LDI, Questar
Development entered into discussions with LDI concerning its business
activities. As a result of these discussions, Questar Development agreed to
acquire additional shares of LDI's common stock having a market value of
$400,000.
Questar Development owns shares issued by LDI for investment
purposes only and not for the purpose or effect of changing or influencing the
control of LDI. Questar Development has no current plan to acquire additional
shares of LDI's stock or to exercise control of LDI.
Item 5. Interest in Securities of the Issuer.
On October 4, 1989, Questar Development received a total of
754,760 shares of restricted common stock issued by LDI. Of this total,
576,982 shares were obtained by exercising an option granted to it under the
terms of the Product License and Option Agreement dated December 28, 1988. In
exchange for these shares, Questar Development executed a Bill of Sale
relinquishing any ownership interest in the information processing technology
developed by LDI. As of the same date, Questar Development purchased an
additional 177,778 shares of restricted common stock issued by LDI for a cash
price of $2.25 per share or $400,000 in total.
Questar Development has sole voting power and sole dispositive
power over the 754,760 shares of common stock issued by LDI. The shares are
restricted and, hence, are subject to resale limitations.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 5.
Item 7. Material to be Filed as Exhibits.
Promissory Note dated October 4, 1989, executed by a duly
authorized officer of Questar Development.
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 4, 1989 /s/Clyde M. Heiner
Date Clyde M. Heiner
President and Chief Executive
Officer
Questar Development Corporation
PROMISSORY NOTE
$400,000.00 Salt Lake City, Utah
October 4, 1989
FOR VALUE RECEIVED, the undersigned, QUESTAR DEVELOPMENT
CORPORATION, promises to pay to the order of QUESTAR CORPORATION at its
principal office in the city of Salt Lake City, Utah, in lawful currency of
the United State of America, the principal sum of FOUR HUNDRED THOUSAND
($400,000.00) on demand, together with interest thereon, in like money. The
initial annual interest rate will be 9.06%.
The interest rate will be the Intercompany Interest Rate as
determined by the Questar Corporation Treasury Department on the first
business day of each calendar month, or the actual commercial paper interest
rate incurred by Questar Corporation to obtain funds in the event that
intercompany funds are not available. Interest shall be computed on the basis
of a 360-day year and actual days elapsed and shall be payable on the last day
of each month.
In the case of Intercompany Interest Rates, the interest rate shall
change each subsequent month without notice to the borrower as the
Intercompany Interest Rate is redetermined; while in the case of actual
commercial paper rates, the interest rate shall change without notice to the
borrower as Questar commercial paper notes are reissued.
QUESTAR DEVELOPMENT CORPORATION
BY: /s/ Clyde M. Heiner
President and Chief
Executive Officer
BY: /s/ S. E. Parks
Treasurer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. THREE TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LARSON-DAVIS INCORPORATED
(Name of Issuer)
Common Stock, $ .001 par value
(Title of Class of Securities)
517310
(CUSIP Number)
CONNIE C. HOLBROOK, ESQ.
180 East First South Street
Salt Lake City, Utah 84111
(801) 534-5202
Copy to:
CLYDE M. HEINER
President and Chief Executive Officer
Questar Development Corporation
180 East First South
Salt Lake City, Utah 84111
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 29, 1993
(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 his statement __
<PAGE>
SCHEDULE 13D
CUSIP No. 517310 Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questar Development Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(E) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF 695,000 See Item 5.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
695,000 See Item 5
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.9 Percent
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 3 amends and supplements the Schedule on 13D
dated September 7, 1989, amended on September 12, 1989, and amended on October
4, 1989, relating to the common stock, $.001 par value per share, of Larson-
Davis Incorporated (LDI) filed by Questar Development Corporation (Questar
Development).
Item 3. Source and Amount of Funds or Other Considerations
Since Questar Development has sold shares of stock, this item is
not applicable.
Item 4. Purpose of Transaction.
Questar Development owns shares issued by LDI for investment
purposes only and not for the purpose or effect of changing or influencing the
control of LDI. Questar Development has no current plan to acquire additional
shares of LDI's stock or to exercise control of LDI.
Item 5. Interest in Securities of the Issuer.
In April of 1993, Questar Development filed a Form 144 with the
Securities and Exchange Commission and sold 25,000 shares on April 21, 1993 in
reliance on Rule 144. It filed another Form 144 in September of 1993, and
sold an additional 34,760 shares between September 22, 1993 and September 30,
1993 in reliance on Rule 144. As of September 29, 1993, Questar Development
had sold more than 1 percent of the issuer's securities since the date of its
last Amendment.
Questar Development has sole voting power and sole dispositive
power over the 695,000 shares of common stock issued by LDI. The shares are
restricted, but have been held more than two years and can be sold if the
requirements of Rule 144 are satisfied.
Questar Development intends to continue to dispose of shares of
LDI's stock as market conditions are favorable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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 6, 1993 /s/ Clyde M. Heiner
Date Clyde M. Heiner
President and Chief Executive
Officer
Questar Development Corporation
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. FOUR TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LARSON-DAVIS INCORPORATED
(Name of Issuer)
Common Stock, $ .001 par value
(Title of Class of Securities)
517310
(CUSIP Number)
CONNIE C. HOLBROOK, ESQ.
180 East First South Street
Salt Lake City, Utah 84111
(801) 534-5202
Copy to:
CLYDE M. HEINER
President and Chief Executive Officer
Questar Development Corporation
180 East First South
Salt Lake City, Utah 84111
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 10, 1994
(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 this statement __
<PAGE>
SCHEDULE 13D
CUSIP No. 517310 Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questar Development Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(E) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF 616,000 See Item 5.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
616,000 See Item 5
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.3 Percent
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
This Amendment No. 4 amends and supplements the Schedule on 13D
dated September 7, 1989, amended on September 12, 1989, and amended on October
4, 1989, and amended on October 6, 1993, relating to the common stock, $.001
par value per share, of Larson-Davis Incorporated (LDI) filed by Questar
Development Corporation (Questar Development).
Item 3. Source and Amount of Funds or Other Considerations
Since Questar Development has sold shares of stock, this item is
not applicable.
Item 4. Purpose of Transaction.
Questar Development owns shares issued by LDI for investment
purposes only and not for the purpose or effect of changing or influencing the
control of LDI. Questar Development has no current plan to acquire additional
shares of LDI's stock or to exercise control of LDI.
Item 5. Interest in Securities of the Issuer.
Questar Development has been periodically selling shares of LDI
stock in reliance on Rule 144. As of mid-February 1994, Questar Development
had sold more than 1 percent of the issuer's securities since the date of its
last Amendment.
Questar Development has sole voting power and sole dispositive
power over the 616,000 shares of common stock issued by LDI. The shares are
restricted, but have been held more than two years and can be sold if the
requirements of Rule 144 are satisfied.
Questar Development intends to continue to dispose of shares of
LDI's stock as market conditions are favorable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
March 4, 1994 /s/ Clyde M. Heiner
Date Clyde M. Heiner
President and Chief Executive
Officer
Questar Development Corporation
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. FIVE TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LARSON-DAVIS INCORPORATED
(Name of Issuer)
Common Stock, $ .001 par value
(Title of Class of Securities)
517310
(CUSIP Number)
CONNIE C. HOLBROOK, ESQ.
180 East First South, P. O. Box 45433
Salt Lake City, Utah 84145
(801) 534-5202
Copy to:
CLYDE M. HEINER
President and Chief Executive Officer
Questar Development Corporation
180 East First South, P. O. Box 45433
Salt Lake City, Utah 84145
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
May 31, 1995
(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 this statement __
<PAGE>
SCHEDULE 13D
CUSIP No. 517310 Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questar Development Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(E) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
7 SOLE VOTING POWER
NUMBER OF 548,000 See Item 5.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
548,000 See Item 5
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8.41 Percent
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
This Amendment No. 5 amends and supplements the Schedule on 13D
dated September 7, 1989, amended on September 12, 1989, amended on October 4,
1989, amended on October 6, 1993, and amended on February 10, 1994, relating
to the common stock, $.001 par value per share, of Larson-Davis Incorporated
(LDI) filed by Questar Development Corporation (Questar Development).
Item 3. Source and Amount of Funds or Other Considerations
Since Questar Development has sold shares of stock, this item is
not applicable.
Item 4. Purpose of Transaction.
Questar Development owns shares issued by LDI for investment
purposes only and not for the purpose or effect of changing or influencing the
control of LDI. Questar Development has no current plan to acquire additional
shares of LDI's stock or to exercise control of LDI.
Item 5. Interest in Securities of the Issuer.
Questar Development has been periodically selling shares of LDI
stock. As of the end of May 1995, Questar Development had sold more than 1
percent of the issuer's securities since the date of its last Amendment.
(Between February of 1994 and May of 1995, LDI has issued additional shares,
diluting Questar Development's overall percentage ownership by more than one
percent.)
Questar Development has sole voting power and sole dispositive
power over the 548,000 shares of common stock issued by LDI.
Questar Development intends to continue to dispose of shares of
LDI's stock as market conditions are favorable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
June 2, 1995 /s/ Clyde M. Heiner
Date Clyde M. Heiner
President and Chief Executive
Officer
Questar Development Corporation
