SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LEAPFROG SMART PRODUCTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
521 911 107
(CUSIP Number)
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903
(401) 272-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 5, 2000
(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 the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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 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).
<PAGE>
CUSIP No. 521 911 107 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DALE GROGAN
VAN STATON
GEORGE MACKAY
RANDOLPH TUCKER
WILLIAM CAMPION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC (The source of funds or consideration for all persons listed in Section
1 was the Company whose securities are being acquired)
- -------------------------------------------------------------------------------
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
USA (All persons listed in Section 1 are United States Citizens)
<PAGE>
- ----------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
DALE GROGAN WILLIAM CAMPION VAN STATON
309,500 325,681 304,858
SHARES GEORGE MACKAY RANDOLPH TUCKER
285,500 490,500
-----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH DALE GROGAN WILLIAM CAMPION VAN STATON
309,500 325,681 304,858
REPORTING
GEORGE MACKAY RANDOLPH TUCKER
PERSON WITH 285,500 490,500
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
DALE GROGAN WILLIAM CAMPION VAN STATON GEORGE MACKAY RANDOLPH TUCKER
309,500 325,681 304,858 285,500 490,500
TOTAL: 1,716,039
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
| |
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
DALE GROGAN WILLIAM CAMPION VAN STATON GEORGE MACKAY RANDOLPH TUCKER
5.44% 5.73% 5.36% 5.02% 8.62%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (Each person listed in Section 1 is an individual)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of Leapfrog Smart Products, Inc.,
a Colorado corporation (the "Company" or "Issuer"), which has its principal
corporate offices at 1011 Maitland Center Commons, Maitland, FL 32751.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Dale Grogan, William Campion,
Van Staton, George MacKay and Randolph Tucker (the "Shareholders").
(b) The business address of the Shareholders is C/O Leapfrog Smart
Products, Inc. 1011 Maitland Center Commons, Maitland, FL 32751.
(c) The present principal occupation or employment of the
Shareholders are as set forth below:
Dale Grogan Officer and Director of Registrant
William Campion Director of Registrant
Van Staton Director of Registrant
George MacKay Director of Registrant
Randolph Tucker Officer and Director of Registrant
The following table sets forth the membership of the Shareholders and
ownership of their Leapfrog Smart Products, Inc. common stock:
Beneficial Ownership.
Dale Grogan 309,500 5.44 %
C/O Leapfrog Smart Products, Inc.,
1011 Maitland Center Commons
Maitland, FL 32751
William Campion 325,681 5.73%
C/O Leapfrog Smart Products, Inc.,
1011 Maitland Center Commons
Maitland, FL 32751
Van Staton 304,858 5.36%
C/O Leapfrog Smart Products, Inc.,
1011 Maitland Center Commons
Maitland, FL 32751
George MacKay 285,500 5.02%
C/O Leapfrog Smart Products, Inc.,
1011 Maitland Center Commons
Maitland, FL 32751
Randolph Tucker 490,500 8.62%
C/O Leapfrog Smart Products, Inc.,
1011 Maitland Center Commons
Maitland, FL 32751
<PAGE>
(d) During the last five years, the Shareholders have not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, the Shareholders, have not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.
(f) The Shareholders are all United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The Shareholders hold the securities described herein in connection with the
issuance of Leapfrog Smart Products, Inc. Common Stock, subsequently exchanged
with Registrant Common Stock, pursuant to the Plan and Agreement of Merger,
attached as Exhibit 2.10 of the Registrant's Form 8-K/A filed with the
Securities and Exchange Commission ("SEC") on March 8, 2000 and incorporated
herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
The Shareholder hold the Common Stock as affiliates and officers of
the Registrant.
(a) The Shareholders may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.
(b) The Shareholder do not have any plans or proposals that relate
to or would result in an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Company or any of its
subsidiaries.
<PAGE>
(c) The Shareholders do not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries.
(d) The Shareholders do not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.
(e) The Shareholders do not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Company.
(f) The Shareholders do not have any plans or proposals that relate
to or would result in any other material change in the Company's business or
corporate structure.
(g) The Shareholders do not have any plans or proposals that relate
to or would result in changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person.
(h) The Shareholders do not have any plans or proposals that relate
to or would result in causing a class of securities of the Company to be
de-listed from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association.
(i) The Shareholders do not have any plans or proposals that relate
to or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) The Shareholders do not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Shareholders beneficially owns the number of shares of Common Stock,
representing the percentages of the total issued and outstanding shares of
Common Stock set forth below. The Shareholders have sole power to direct the
vote of these shares and sole power to direct the disposition of such shares.
Dale Grogan 309,500 5.44%
William Campion 325,681 5.73%
Van Staton 304,858 5.36%
George MacKay 285,500 5.02%
Randolph Tucker 490,500 8.62%
(a) Number of Shares and Percentages of Common Stock Owned as of
the date of this filing:
Dale Grogan 309,500 5.44%
C/O LEAPFROG SMART PRODUCTS, INC.
1011 Maitland Center Commons,
Maitland, FL 32751
William Campion 325,681 5.73%
C/O LEAPFROG SMART PRODUCTS, INC.
1011 Maitland Center Commons,
Maitland, FL 32751
Van Staton 304,858 5.36%
C/O LEAPFROG SMART PRODUCTS, INC.
1011 Maitland Center Commons,
Maitland, FL 32751
George MacKay 285,500 5.02%
C/O LEAPFROG SMART PRODUCTS, INC.
1011 Maitland Center Commons,
Maitland, FL 32751
Randolph Tucker 490,500 8.62%
C/O LEAPFROG SMART PRODUCTS, INC.
1011 Maitland Center Commons,
Maitland, FL 32751
(b) The Shareholders have the sole power to vote and to dispose of the
shares described herein.
(c) Not applicable.
(d) The Shareholders know of no person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares.
<PAGE>
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERTAKINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Shareholder beneficially owns the number of shares of Common Stock of the
Company, representing the percentages of the total issued and outstanding shares
of Common Stock of the Company set forth below. The Shareholder has the
authority to vote or direct the vote of the Shareholder's shares of Common
Stock of the Company.
Dale Grogan 304,500 5.44%
William Campion 325,681 5.73%
Van Staton 304,858 5.36%
George MacKay 285,500 5.02%
Randolph Tucker 490,500 8.62%
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
<PAGE>
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.
Dated: March __, 2000
/s/ Nadeau & Simmons, P.C.
NADEAU & SIMMONS, P.C.,
Filing Agent for Dale Grogan, William Campion, Van Staton,
George MacKay, Randolph Tucker
/s/ Dale Grogan
DALE GROGAN
/s/ Bill Campion
WILLIAM CAMPION
/S/ Van Staton
VAN STATON
/s/ George MacKay
GEORGE MACKAY
/s/ Randolph Tucker
RANDOLPH TUCKER
