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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
Telenetics Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
87943P408
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(CUSIP Number)
William C. Saunders
5735 Prestwick Lane
Dallas, TX 75252
(972)732-0712
With a copy to:
Sally A. Schreiber, Esq.
Munsch Hardt Kopf & Harr, P.C.
4000 Fountain Place
1445 Ross Avenue
Dallas, TX 75202
(214) 855-7500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 9, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S) (S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 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 could 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 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).
(Continued on following page(s))
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Page 2 of 6 Pages
CUSIP No. 87943P408 Schedule 13D
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(1) Names of Reporting Person. I.R.S. Identification Nos. of Above
Person
William C. Saunders
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(2) Check the Appropriate Box if a Member (a) [ ]
(b) [X]
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(3) SEC Use Only ___________________
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(4) Source of Funds
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 of America
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 168,750/1/
Person With --------------------------------------------------
(8) Shared Voting
Power
600,000/2/
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(9) Sole Dispositive
Power
168,750/1/
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(10) Shared Dispositive
Power
600,000/2/
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
768,750/3/
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
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(13) Percent of Class Represented by Amount in Row (11)
5.15%
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(14) Type of Reporting Person
IN
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/1/ These shares are actually owned by the Reporting Person. Does not include
any earn-out shares that may be acquired if certain conditions are met, which
shares were previously erroneously reported as being beneficially owned.
/2/ These shares are subject to an exercisable option that Saunders & Parker,
Inc., a Texas corporation ("S&P"), of which the Reporting Person is an executive
officer, director, and 50% shareholder, owns, which shares are not currently
issued or outstanding.
/3/ See notes 1 and 2 above.
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Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER
Common stock, no par value, of Telenetics Corporation, a California
corporation ("Common Stock") whose principal executive offices are at
25111 Arctic Ocean, Lake Forest, CA 92630 ("Telenetics")
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the Reporting Person (herein so called) is William C.
Saunders.
(b) The Reporting Person's business address is c/o Saunders & Parker,
Inc., 5735 Prestwick Lane, Dallas, TX 75252.
(c) The Reporting Person's present principal occupation is as Co-
President of S&P, which has its principal business and office
address at 5735 Prestwick Lane, Dallas, TX 75252. The principal
business of S&P is consulting and investment.
(d) In the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) In the past five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding the
Reporting Person 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.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired 168,750 shares of Common Stock and the
potential to receive up to an additional 1,350,126 shares of Common
Stock as consideration for the sale of 2,250 shares of common stock of
eflex Wireless, Inc., a Delaware corporation ("eflex"), owned by the
Reporting Person pursuant to the terms of that certain Stock Purchase
Agreement dated as of January 7, 2000 (the "Stock Purchase Agreement"),
executed by Telenetics, the Reporting Person, and others, a copy of
which is filed as an exhibit to this Schedule 13D. These additional
earn-out shares are not deemed to be beneficially owned for purposes of
this Schedule 13D because the contingencies for their issuance are not
within the control of the Reporting Person and have not been waived or
satisfied.
The Reporting Person is a Co-President, director, and 50% shareholder
of S&P. As a result, the Reporting Person may also be deemed to be the
beneficial owner of the 600,000 shares of Common Stock that are
deemed to be beneficially owned by S&P as a result of its ownership of
options (the "Options") that are presently exercisable at $1.75 per
share. Previously S&P was deemed to be the beneficial owner of 500,000
shares held by S&P as security for payment of a note, which note was
paid on March 9, 2000.
S&P beneficially owns the Options pursuant to that certain Non-
Qualified Stock Option Agreement dated as of January 7, 2000, executed
by Telenetics("Non-Qualified Stock Option Agreement"), a copy of which
is filed as an exhibit to this Schedule 13D. The Options were granted
by Telenetics as partial consideration for the services to be provided
by S&P under that certain Consulting Agreement, dated as of January 7,
2000
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Page 4 of 6 Pages
("Consulting Agreement"), executed by Telenetics and S&P. A copy of the
Consulting Agreement is filed as an exhibit to this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person, among others, owned shares of the common stock of
eflex. Telenetics desired to purchase all of the outstanding shares of
eflex. After negotiations between the individual shareholders of eflex
and Telenetics, each share of common stock of eflex was purchased by
Telenetics for 75 shares of Common Stock of Telenetics and the right to
receive up to an additional 554.4 shares of Common Stock through an
earn-out provision in the Stock Purchase Agreement. On January 20,
2000, the Stock Purchase Agreement was amended to increase the
potential earn-out provision shares per share of eflex Common Stock to
600.5 total shares of Common Stock instead of 544.4 shares./4/ The
Reporting Person acquired beneficial ownership of the shares of Common
Stock under the Stock Purchase Agreement for investment purposes.
Pursuant to the Stock Purchase Agreement, Telenetics will use its best
efforts to elect either the Reporting Person or Terry S. Parker
("Parker"), the other Co-President of S&P, to the board of directors of
Telenetics. If the Reporting Person is not elected to the board of
directors, he will be an adviser to the board of directors of
Telenetics. Each of the Reporting Person and Parker became an adviser
to the Telenetics board of directors as of January 7, 2000.
For information concerning the purpose for the acquisition of
beneficial ownership of Common Stock by S&P that the Reporting Person
may be deemed to beneficially own, please see Item 4 of the Schedule
13D executed by S&P on January 18, 2000, with respect to Telenetics,
as amended, which information is incorporated herein by reference.
Except as set forth above, the Reporting Person does not currently have
any plans or proposals with respect to any of the matters described in
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Number of shares of Common Stock deemed to be beneficially owned
by Reporting Person: 768,750
Percentage of class of securities deemed to be beneficially owned
by Reporting Person: 5.15%
(b) Number of shares deemed to be beneficially owned by Reporting
Person as to which it has the sole power to vote: 168,750
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/4/ If the conditions for the earn-out shares are met, an aggregate of 6,000,558
additional shares of Common Stock of Telenetics will be issued to the former
shareholders of eflex, of which 1,350,126 would be issued to the Reporting
Person. These additional earn-out shares are not deemed to be beneficially owned
for purposes of this Schedule 13D because the contingencies for their issuance
are not within the control of the Reporting Person and have not been waived or
satisfied.
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Page 5 of 6 Pages
Number of shares deemed to be beneficially owned by Reporting
Person as to which it has the shared power to vote: 600,000
Number of shares deemed to be beneficially owned by Reporting
Person as to which it has the sole power to dispose: 168,750
Number of shares deemed to be beneficially owned by Reporting
Person as to which it has the shared power to dispose: 600,000
The power to vote and dispose of the 600,000 shares subject to the
Options would be held by S&P if the Options were exercised.
Parker, a Co-President, director and 50% Shareholder of S&P, and
the Reporting Person, who is also a Co-President, director, and
50% shareholder of S&P, would share the right to vote or to direct
the vote and the power to dispose or influence the disposition of
such shares as a result of such positions. For information on
Parker and S&P, please see Item 2 of the Schedule 13D executed by
each of them on January 18, 2000, with respect to Telenetics, as
amended, which information is incorporated herein by reference.
(c) The Reporting Person has not had any transactions in Telenetics
Common Stock, except as described herein.
(d) Except as described in Item 5(b), no other person is known to have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities
listed in Item 5(a).
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reference is made to the Stock Purchase Agreement, the Non-Qualified
Stock Option Agreement, the Consulting Agreement, the Stock Pledge
Agreement, the Guaranty, and the Note. A copy of each of the
aforementioned is filed as an Exhibit to this Schedule 13D. For
information on Parker and S&P, as required in Instruction C, please see
Item 6 of the Schedule 13D executed by each of them on January 18,
2000, with respect to Telenetics, as amended, which information is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following agreement is filed as an exhibit to this Schedule 13D;
(1) Stock Purchase Agreement, as amended
(2) Non-Qualified Stock Option Agreement*
(3) Consulting Agreement*
(4) Stock Pledge Agreement*
(5) Guaranty*
(6) Note*
(7) Schedule 13D of S&P with respect to Telenetics dated January 18,
2000*
(8) Schedule 13D of Parker with respect to Telenetics dated
January 18, 2000*
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* Previously filed
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Page 6 of 6 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.
August 10, 2000
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(Date)
/s/ William C. Saunders
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(Signature)
William C. Saunders
