UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CUSA TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
126586106
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(CUSIP Number)
Jonathan S. Beckstrand, 986 W. Atherton Drive, Salt Lake City, UT 84123
(801) 269-5085
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Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 24, 1997
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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 _X_.
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 the
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>
CUSIP No. 126586106 13D Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
Richard N Beckstrand
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) ___
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, BK
5. CHECK BOX 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 Citizen
7. SOLE VOTING POWER
11,661,569
8. SHARED VOTING POWER
518,015
9. SOLE DISPOSITIVE POWER
11,661,569
10. SHARED DISPOSITIVE POWER
518,015
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,179,584
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ---
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11.
70.1%
14. TYPE OF REPORTING PERSON*
IN
ITEM 1. SECURITY AND ISSUER
Title & class of equity securities:
Common Stock, Par Value .001
Issuer name and address:
CUSA Technologies, Inc.
986 West Atherton Drive
Salt Lake City, UT 84123
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
Richard N. Beckstrand (hereinafter referred to as the "Reporting
Individual')
(b) Business address:
986 West Atherton Drive
Salt Lake City, UT 84123
(c) Present principle occupation:
Chairman and Chief Executive Officer of CUSA Technologies, Inc.
(hereinafter "CTI or the Issuer") located at 986 West
Atherton Drive, Salt Lake City, UT 84123
(d) None.
(e) None.
(f) See Cover page Item 6.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION
The Reporting Individual will deliver $8,000,000 cash in consideration for
8,648,649 shares of CTI common stock, par value .001 (the "Current Purchase"),
to be purchased by the Reporting Individual. A portion of the purchase price
will be borrowed by the Reporting Individual from Zions Bank.
Prior to the Current Purchase, the Reporting Individual or entities controlled
by the Reporting Individual acquired a total of 2,519,935 shares of the Issuer's
common stock of which 1,237,015 were acquired on December 13, 1993, in exchange
for common stock of Mountain Surgical Centers, Inc. ("MSC") through the merger
of MSC with the Issuer (then known as Dimension Capital Corporation); 770,306
were acquired on June 21, 1994 in an exchange for ownership interests in a
number of partnership entities pursuant to an exchange agreement involving
certain real property located in Sparks, Nevada between the Issuer (then known
as Mountain Surgical Centers, Inc.), on the one hand, and Doctors Building, Ltd.
II, Pioneer Office Building Limited Partnership, and Pioneer Office Building "D"
Limited Partnership, all Utah limited partnerships, and Aspen Business Company,
a Utah Corporation, on the other; and 512,614 were acquired in various
transactions.
ITEM 4. PURPOSE OF TRANSACTION
The securities were acquired for the purpose of investment. In accordance with
the Purchase and Sale Agreement, entered into as of January 24, 1996 between the
Issuer and the Reporting Individual, of the $8,000,000 proceeds from the sale,
$2,000,000 shall be used to redeem the Issuers 1994 Series Convertible Preferred
Stock and approximately $4,000,000 will be used to retire long term obligations,
approximately $2,445,000 of which is owed to the Individual Investor or entities
controlled by the Individual Investor. Pursuant to the Purchase and Sale
Agreement, the Reporting Individual will deliver 1,208,400 currently exercisable
5 year options to purchase the Issuer's Common Stock at prices between $1.30
and $5.00 for 1,000,000 currently exercisable 5 year options to purchase the
Issuer's Common Stock at $1.00 per share during the first year, $1.25 during the
second year, $1.50 during the third year, $1.75 during the fourth year, and
$2.00 during the fifth year. The Reporting Individual reserves 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 disclosed above, the Reporting
Individual presently has no plans or proposals which relate to or would
result in any action enumerated in subparagraph (a)-(j) of the instructions
for Item 4 of Schedule 13(D).
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Aggregate number of the class of securities identified in Item 1. which
are beneficially owned by the Reporting Individual:
12,179,584 (includes 1,010,000 options to acquire securities).
Percentage of the class of securities identified in Item 1. which are
beneficially owned by the Reporting Individual: See cover, row 13.
(b) See cover, rows 7 - 10.
Information required by ITEM 2 with respect to person with whom the
power to vote or direct the vote and to dispose or direct the disposition is
shared:
(a) Name: Carol Beckstrand
(b) Residence: 5156 Cottonwood Lane
Salt Lake City, UT 84117
(c) Present principle occupation: None.
(d) None.
(e) None.
(f) United States Citizen
(c) Pursuant to a Purchase and Sale Agreement effective January 24, 1997 between
the Issuer and the Reporting Individual, the Individual committed to purchase,
and the Issuer committed to sell, in a private transaction, 8,648,649 shares of
the Issuers common stock for $ .925 per share (and aggregate $8,000,000) on
February 10, 1997 at the Issuers corporate headquarters or at such other time
and place as the Issuer and the Reporting Individual agree. Also, pursuant to
the Purchase and Sale Agreement, the Reporting Individual will deliver 1,208,400
currently exercisable 5 year options to purchase the Issuer's Common Stock at
prices between $1.30 and $5.00 for 1,000,000 currently exercisable 5 year
options to purchase the Issuer's Common Stock at $1.00 per share during the
first year, $1.25 during the second year, $1.50 during the third year, $1.75
during the fourth year, and $2.00 during the fifth year.
(d) None.
(e) None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Person shares the power to vote or direct the vote and dispose or
direct the disposition of 518,015 shares with his spouse Carol Beckstrand.
Additionally, 150,000 shares of the Reporting Individual's common stock are
subject to a five year currently exercisable option whereby a third
party may purchase the shares for $.925 per share during the option period.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Purchase and Sale Agreement between the Issuer and the Reporting
Individual dated as of January 24, 1997.
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.
February 4, 1997
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Date
/s/ Richard N. Beckstrand
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Signature
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Name/Title
STOCK PURCHASE AND SALE AGREEMENT
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CUSA Technologies, Inc.
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THIS STOCK PURCHASE AND SALE AGREEMENT is made as of January 24,
1997, by and between CUSA Technologies, Inc., a Nevada corporation (the
"Company"), and Richard N. Beckstrand, a resident of Salt Lake County, State of
Utah (the "Investor").
THE PARTIES HEREBY AGREE as follows:
1. Purchase and Sale.
1.1. Sale and Issuance of Common Stock. Subject to the terms
and conditions of this Agreement, Investor agrees to purchase at the Closing,
and the Company agrees to sell and issue to Investor at the Closing, against
cash payment, 8,648,649 shares of Common Stock of the Company (the "Shares") at
a purchase price of $.925 per Share.
1.2. Closing. The purchase and sale of the Shares being
purchased by the Investor shall take place at the offices of the Company on
February 10, 1997, or at such other time and place as the Company and the
Investor mutually agree upon (which time and place are designated the
"Closing"). At the Closing, the Company shall deliver to Investor a certificate
representing the Shares which Investor is purchasing against delivery to the
Company by Investor of cash or a certified bank cashier's or other check
reasonably acceptable to the Company.
1.3. Use of Proceeds. The Company agrees to use the
proceeds from the sale of the Shares for the repayment of outstanding
obligations as set forth in Exhibit 1, for the reduction of debt and for working
capital purposes.
2. Representations and Warranties of the Company. The Company
hereby represents and warrants to Investor that:
2.1. Incorporation. The Company is a corporation duly
organized and validly existing, is in good standing under the laws of the State
of Nevada, has all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted, and is qualified as a
foreign corporation in each jurisdiction where the failure so to qualify would
have a material adverse effect on its business or operations.
2.2. Capitalization. The authorized capital of the Company
consists of 25,000,000 shares of Common Stock, of which at Closing not more than
8,950,000 shares will be issued and outstanding as of the Closing and 1,500,000
shares of Preferred Stock of which 1,000,000 shares of 1994 Series Convertible
Preferred Stock will be issued and outstanding as of the Closing.
2.3. Authorization. All corporate action on the part of the
Company, its officers and directors necessary for the authorization, execution,
delivery and performance of all obligations of the Company under this Agreement
and for the authorization, issuance and delivery of the Shares being sold
hereunder has been or shall be taken prior to the Closing, and this Agreement,
when executed and delivered, shall constitute a valid and legally binding
obligation of the Company. Issuance of the Shares will not be subject to
preemptive rights or other preferential rights of any present or future
stockholders in the Company.
2.4. Validity of the Shares. The Shares, when issued,
sold and delivered in accordance with the terms of this Agreement, shall be
duly and validly issued.
3. Representations and Warranties of Investor. Investor
represents and warrants to the Company as follows:
3.1. Authorization. When executed and delivered by
Investor, this Agreement will constitute the valid and legally binding
obligation of such Investor.
3.2. Accredited Investor. Investor is an "accredited
investor" as that term is defined in Rule 501 promulgated under the Securities
Act of 1933 (the "Act").
4. Securities Act of 1933.
4.1. Investment Representation.
(a) This Agreement is made with Investor
in reliance upon Investor's representations to the Company, which by its
acceptance hereof Investor hereby confirms, that the Shares to be received will
be acquired for investment for an indefinite period for his own account and
not with a view to the sale or distribution of any part thereof, and that he
has no present intention of selling or otherwise distributing the same, but
subject, nevertheless, to any requirement of law that the disposition of his
property shall at all times be within his control. By executing this Agreement,
Investor further represents he does not have any contract, undertaking,
agreement or arrangement with any person to sell or transfer to such person
any of the Shares.
(b) Investor understands that the Shares are not
and may never be registered under the Act on the ground that the sale provided
for in this Agreement and the issuance of Shares is exempt pursuant to Section
4(2) of the Act and Rule 506 of Regulation D thereunder, and that the Company's
reliance on such exemption is predicated on his representations set forth
herein.
(c) Investor agrees that in no event will he
make a disposition of any of the Shares, unless the Shares shall have been
registered under the Act, unless and until (i) he shall have notified
the Company with a statement of the circumstances surrounding the
proposed disposition and (ii) he shall have furnished the Company with an
opinion of counsel reasonably satisfactory to the Company to the effect that
(A) such disposition will not require registration of such Shares under the
Act, and (B) that appropriate action necessary for compliance with the
Act has been taken.
(d) Investor represents that he is able to
fend for himself in the transaction contemplated by this Agreement, has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of his investment, has the ability to bear the
economic risks of his investment and has been furnished with and has had
access to such information as would be made available in the form of a
registration statement together with such additional information as is
necessary to verify the accuracy of the information supplied
and to have all questions which have been asked answered by the Company. Without
limiting the foregoing, Investor acknowledges that he is the Chief Executive
Officer, Chairman of the Board of Directors and a principal shareholder of the
Company and is fully aware of all information relevant to the business and
financial condition of the Company.
(e) Investor understands that if a
registration statement covering the Shares under the Act is not in effect
when he desires to sell any of the Shares, he may be required to hold such
Shares for an indeterminate period. He also cknowledges that he understands
that any sale of the Shares which might be made y him in reliance upon Rule 144
under the Act may be made only in limited amounts in accordance with the
terms and conditions of that Rule.
4.2. Legends. All certificates for the Shares shall
bear substantially the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT PURPOSES. SAID
SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY HAVE
BEEN REGISTERED UNDER SAID ACT, OR (B) THE COMPANY'S TRANSFER
AGENT IS PRESENTED WITH EITHER A WRITTEN OPINION SATISFACTORY
TO COUNSEL FOR THE COMPANY OR A NO-ACTION' OR INTERPRETIVE
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
CIRCUMSTANCES OF SUCH SALE OR TRANSFER."
4.3. Rule 144. The Company covenants and agrees that: (i) at
all times while it is subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934 it will use its best efforts to
comply with the current public information requirements of Rule 144(c)(1) under
the Act; and (ii) it will furnish Investor upon request with all information
about the Company required for the preparation and filing of Form 144.
5. Miscellaneous.
5.1. Entire Contract. Except as specifically referenced
herein, this Agreement constitutes the entire contract between the parties
hereto concerning the subject matter hereof and no party shall be liable or
bound to the other in any manner by any warranties, representations or covenants
except as specifically set forth herein. Any previous agreement among the
parties related to the transactions described herein is superseded hereby. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties hereto.
Nothing in this Agreement, express or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successors and
assigns, any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided herein.
5.2. Governing Law. This Agreement shall be governed
by and construed under the laws of the State of Utah.
5.3. Titles and Subtitles. The titles of the
paragraphs and subparagraphs of this Agreement are for convenience and are
not to be considered in construing this Agreement.
5.4. Notices. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal delivery
or upon deposit in the United States Post Office, by registered or certified
mail, addressed to a party at its address hereinafter shown below its signature
or at such other address as such party may designate by ten (10) days advance
written notice to the other party.
5.5. Survival of Warranties. The warranties and
representations of the Company contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing hereunder.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
CUSA TECHNOLOGIES, INC.
/s/ D. Jeff Peck
By______________________________
Its Chief Financial Officer_
986 West Atherton Drive
Salt Lake City, Utah 84123
/s/ Richard N. Beckstrand
_________________________________
Richard N. Beckstrand
5156 Cottonwood Lane
Salt Lake City, Utah 84117
JBS Consulting, Inc.
48 West Broadway #408N
Salt Lake City, UT 84101
January 28, 1997
Richard N. Beckstrand
5156 Cottonwood Lane
Salt Lake City, UT 84117
Dear Richard:
I am writing to officially accept your offer to sell 150,000 five year options
to purchase your CUSA Technologies, Inc. common stock for 92.5 cents per
share for $2,000 cash. I understand that the stock which I receive upon
exercise may bear a restrictive legend and that, in such case, any
subsequent sale of the stock must be pursuant to an exemption from the
federal and state laws prohibiting the sale of unregistered securities.
Sincerely,
/s/ Jonathan S. Beckstrand
Jonathan S. Beckstrand
AGREED TO AND ACCEPTED
(as of the date first above written):
/s/ Richard N. Beckstrand
__________________________________
Richard N. Beckstrand
