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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
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)
Spatial Technology Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
847246105
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(CUSIP Number)
Michael L. Platt, Esq.
Cooley Godward LLP
2595 Canyon Blvd
Suite 250
Boulder, Colorado 80302
(303) 546-4000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 23, 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 Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) 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 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 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 in following pages)
(Page 1 of 6 Pages)
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<TABLE>
<CAPTION>
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CUSIP NO. 847246105 13D PAGE 2 OF 83
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<S> <C> <C> <C> <C>
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William E. Turcotte II
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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
OO
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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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
588,350 shares (includes 50,000 shares issuable upon exercise of options
SHARES exercisable within 60 days of March 1, 2000).
BENEFICIALLY -------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY 0
EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
588,350 shares (includes 50,000 shares issuable upon exercise of options
PERSON exercisable within 60 days of March 1, 2000).
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,350 shares (includes 50,000 shares issuable upon exercise of options
exercisable within 60 days of March 1, 2000). [ ]
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.16%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
(Page 2 of 6 Pages)
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to the statement on Schedule 13D filed January 4, 1999,
relates to the Common Stock, $0.01 par value per share (the "COMMON STOCK"), of
Spatial Technology Inc., a Delaware corporation ("SPATIAL"). The principal
executive offices of Spatial are located at 2425 55th Street, Suite 100,
Boulder, Colorado 80301.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is William E. Turcotte
II (the "REPORTING PERSON").
(b) Residence or business address: 2425 55th Street, Suite 100 Boulder,
Colorado 80301.
(c) Name and present principal occupation or employment of Reporting
Person: William E. Turcotte II, Vice President, Interoperability
Solutions of Spatial Technology Inc., 2425 55th Street, Suite 100
Boulder, Colorado 80301.
(d) During the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During 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 and as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to Federal or State securities
laws or finding any violation with respect to such laws.
(f) William E. Turcotte II is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
(a) During the period April 28, 1999 through February 23, 2000 the Reporting
Person disposed of an aggregate of 121,650 shares pursuant to open market sales
and gifted an additional 5,000 shares of the Issuer's Common Stock held by him
(or 1% of Spatial's total outstanding Common Stock).
(Page 3 of 6 Pages)
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(b) Not applicable.
(c) Not applicable.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) Other than as described above, Spatial currently has no plan or
proposal which relates to, or may result in, any of the matters listed in
Items 4(a) - (i) of Schedule 13D (although Spatial reserves the right to
develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1.
588,350 shares (includes 50,000 shares
issuable upon exercise of options
exercisable within 60 days of
March 1, 2000).
5.16%
(b) Number of shares beneficially owned by the Reporting Person:
<TABLE>
<S> <C>
Sole Voting Power 588,350 shares (includes 50,000 shares
issuable upon exercise of options
exercisable within 60 days of
March 1, 2000).
Shared Voting Power 0
Sole Dispositive Power 588,350 shares (includes 50,000 shares
issuable upon exercise of options
exercisable within 60 days of
March 1, 2000).
Shared Dispositive Power 0
</TABLE>
(Page 4 of 6 Pages)
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(c) The Reporting Person has effected the following transactions in
Spatial Common Stock during the past 60 days:
<TABLE>
<CAPTION>
NUMBER OF WHERE AND HOW THE
SECURITIES PRICE TRANSACTION WAS
DATE OF TRANSACTION INVOLVED PER SHARE EFFECTED.
<S> <C> <C> <C>
04/28/99 5,000 $3.25 Open market sale
05/05/99 200 $3.25 Open market sale
05/11/99 1,100 $3.00 Open market sale
05/12/99 3,900 $3.00 Open market sale
05/13/99 4,800 $3.25 Open market sale
05/17/99 900 $3.25 Open market sale
05/19/99 800 $3.25 Open market sale
05/20/99 3,300 $3.25 Open market sale
05/21/99 2,500 $3.75 Open market sale
05/21/99 7,500 $3.85 Open market sale
05/27/99 5,000 $3.5625 Open market sale
08/13/99 5,000 $3.75 Open market sale
08/16/99 3,000 $3.75 Open market sale
08/17/99 2,000 $3.75 Open market sale
08/19/99 100 $3.75 Open market sale
08/24/99 5,000 $3.625 Open market sale
08/31/99 700 $3.75 Open market sale
11/05/99 5,000 $3.3875 Open market sale
11/05/99 5,000 $3.375 Open market sale
11/15/99 5,000 $3.3125 Open market sale
11/19/99 5,000 $3.75 Open market sale
11/22/99 4,000 $3.875 Open market sale
11/24/99 5,000 $3.878 Open market sale
11/29/99 2,100 $4.50 Open market sale
12/10/99 5,000 $0.00 Gift
02/04/00 600 $5.125 Open market sale
02/07/00 1,500 $4.875 Open market sale
02/09/00 2,900 $5.25 Open market sale
02/11/00 1,500 $5.375 Open market sale
02/15/00 5,000 $5.50 Open market sale
02/22/00 10,000 $6.89 Open market sale
02/23/00 7,000 $7.28 Open market sale
02/25/00 3,000 $6.50 Open market sale
02/28/00 3,250 $5.875 Open market sale
02/29/00 5,000 $6.00 Open market sale
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TOTAL: 126,650
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described in Item 4 above, to the Reporting Person's knowledge,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of Spatial, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1* Stock Purchase Agreement, dated as of December 23, 1998, by
and among Spatial Technology Inc., a Delaware corporation,
InterData Access, Inc., an Illinois corporation, and the
Selling Shareholders named therein.
99.2* Escrow Agreement dated as of December 23, 1998, by and
among Spatial Technology Inc., a Delaware corporation, the
Selling Shareholders named therein and Norwest Bank,
Colorado N.A., as escrow agent.
99.3* Affiliate Agreement dated as of December 23, 1998, by each
of the Selling Shareholders for the benefit of Spatial
Technology Inc.
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* Filed as an exhibit to the Schedule 13D, filed on January 4, 1999 and
incorporated herein by reference.
(Page 5 of 6 Pages)
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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.
Date: March 8, 2000 REPORTING PERSON:
/s/ William E. Turcotte II
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William E. Turcotte II
(Page 6 of 6 Pages)
