SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
fonix corporation
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
34459U 10 8
(Cusip Number)
Ralph W. Rasmussen, Jr., Esq.
BEESMARK INVESTMENTS, L.C.
261 East 1200 South
Orem, Utah 84097
(801) 226-1266
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 16, 1996
(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 ___.
(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>
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON BEESMARK INVESTMENTS, L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -----------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------
4. SOURCE OF FUNDS 00
- -----------------------------------------------------------------------
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
- -----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 11,729,167
REPORTING --------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- -----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 11,729,167
EACH REPORTING PERSON
- -----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- -----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 28.1%
- -----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON 00*
- -----------------------------------------------------------------------
* The Reporting Person is a limited liability company
- -----------------------------------------------------------------------
<PAGE>
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON ALAN C. ASHTON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -----------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------
4. SOURCE OF FUNDS 00
- -----------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
- -----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
- -----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 11,729,167
- -----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 11,729,167
EACH REPORTING PERSON
- -----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- -----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 28.1%
- -----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- -----------------------------------------------------------------------
<PAGE>
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON KAREN ASHTON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -----------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------
4. SOURCE OF FUNDS 00
- -----------------------------------------------------------------------
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
- -----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 11,729,167
- -----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 11,729,167
EACH REPORTING PERSON
- -----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- -----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 28.1%
- -----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- -----------------------------------------------------------------------
<PAGE>
This Statement constitutes Amendment No. 2 to the Joint Statement
on Schedule 13D (the "Initial 13D") dated as of October 23, 1995, and
filed on behalf of Beesmark Investments, L.C., a Utah limited liability
company ("Beesmark"), Alan C. Ashton and Karen Ashton (collectively the
"Reporting Persons") with the Securities and Exchange Commission (the
"Initial 13D") with respect to the common stock, par value $.0001 per
share, of fonix corporation, a Delaware corporation (the "Company").
The Initial 13D was amended by the filing of Amendment No. 1 dated as of
March 21, 1996. This Amendment No. 2 is being filed on behalf of the
Reporting Persons to reflect the change in their respective beneficial
ownership of the Company's common stock resulting from Beesmark's
completion of funding under that certain Securities Purchase Agreement
by and among the Company, Beesmark and Alan C. Ashton and dated as of
October 23, 1995 (the "Purchase Agreement") and described in the
Purchase Agreement. Under the Purchase Agreement, a copy of which was
filed as an exhibit to the Initial 13D, Beesmark was obligated to
provide funding in specified amounts at specified times during the
period between October 1995 and September 1996 provided that the Company
achieved certain developmental milestones. This amendment is filed to
reflect that Beesmark has completed all of the funding under the
Purchase Agreement and all of the shares under the Purchase Agreement
have been issued as specified in the Purchase Agreement. Other than as
set forth in this Amendment No. 2, there has been no change in the
information set forth in any of the Items of the Initial 13D, as
amended.
ITEM 2. IDENTITY AND BACKGROUND.
This Joint Statement is submitted by Beesmark Investments, L.C., a
Utah limited liability company ("Beesmark"), Alan C. Ashton ("Mr.
Ashton"), and Karen Ashton ("Mrs. Ashton") (collectively the "Reporting
Persons").
Beesmark
- --------
Beesmark was organized under the laws of the State of Utah. The
principal business of Beesmark is asset management and investment. The
address of Beesmark's principal office and business is 261 East 1200
South, Orem, Utah 84097.
(d)-(e) During the last five years, Beesmark has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has it been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result
of which it 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.
Mr. Ashton
- ---------------
(b) Mr. Ashton's business address is 261 East 1200 South, Orem,
Utah 84097.
(c) Mr. Ashton's present principal occupation is investment
management. Mr. Ashton also serves on the board of directors of Novell,
Inc., a Delaware corporation ("Novell"). Novell's business address is
122 East 1700 South, Provo, Utah 84606.
(d)-(e) During the last five years, Mr. Ashton has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has he been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result
of which he 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) Mr. Ashton is a citizen of the United States.
Mrs. Ashton
- ----------------
(b) Mrs. Ashton's address is c/o 261 East 1200 South, Orem, Utah
84097.
(c) Mrs. Ashton's present principal occupation is investment
management.
(d)-(e) During the last five years, Mrs. Ashton has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has she been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result
of which she 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) Mrs. Ashton is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement is being filed to reflect the acquisition by the
Reporting Persons of beneficial ownership as to a total of 11,729,167
shares of the Company's common stock in connection with the performance
by Beesmark of its funding obligations under the Purchase Agreement.
The Purchase Agreement provided for a private placement of the Company's
debt and equity securities in exchange for a promise by Beesmark to
invest $6,050,000 over a period of approximately one year and as the
Company achieved certain performance objectives or if Beesmark agreed to
waive any such funding milestone. Beesmark completed its funding on
September 10, 1996. In exchange for the funding specified above, the
Company has issued a total of 11,562,500 shares of its common stock at
the agreed price of $0.48 per share. The Company also has issued a
convertible subordinated debenture having a face amount of $500,000 that
is convertible at Beesmark's option into 166,667 additional shares of
the Company's common stock. The funds used by Beesmark to make each of
the payments required under the Purchase Agreement were loaned to it by
the Alan C. Ashton Trust and the Karen Ashton Trust, two of its members
that are entities affiliated with Alan C. Ashton and Karen Ashton, both
of whom are reporting persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
BEESMARK
- ----------
(a) Beesmark beneficially owns 11,729,167 shares of the
Company's common stock, which constitutes 28.1% of the
shares deemed to be issued and outstanding as of September
24, 1996. Of the 11,729,167 shares beneficially owned by
Beesmark, 166,667 shares represent presently unissued shares
that could be issued, at Beesmark's election, upon its
conversion of the face amount of a $500,000 convertible
debenture that was issued pursuant to the Purchase
Agreement.
(b) Beesmark, through its managers, has the sole power to
dispose of all of the 11,729,167 shares of the Company's
common stock owned by it, but has voting control with
respect to none of such shares. Beesmark has agreed to
deposit all such shares with Thomas A. Murdock ("Murdock")
as trustee under a Voting Trust Agreement ("Voting Trust
Agreement") dated as of December 10, 1993, by and among
Phonic Technologies Corp., the Company's predecessor,
Stephen M. Studdert ("Studdert"), Murdock and Roger D.
Dudley ("Dudley"), and amended as of October 23, 1995, and
further amended July 2, 1996, September 20, 1996 and
September 24, 1996. Studdert, Murdock and Dudley each are
directors and executive officers of the Company. Under the
Voting Trust Agreement, Murdock, as trustee, has the sole
power to vote all of the shares of common stock deposited
into the voting trust. Under the Voting Trust Agreement, as
amended, the voting trust shall terminate on September 30,
1999, or, as to the shares owned by Beesmark, on the Release
Date, as that term is defined in the Purchase Agreement, if
earlier.
(c) Since the filing of Amendment No. 1 to the Initial 13D,
Beesmark has had the following transactions in the Company's
common stock:
Date of Securities Description of
Transaction Purchased Consideration Transaction
------------- ------------- -------------- -----------------
04/26/96 781,250 shares $.48 per share Received pursuant
of common stock to Purchase
Agreement
05/31/96 770,833 shares $.48 per share Received pursuant
of Common stock to Purchase
Agreement
09/03/96 1,822,917 shares $.48 per share Received pursuant
of common stock to Purchase
Agreement
09/10/96 1,562,500 shares $.48 per share Received pursuant
of common stock To Purchase
Agreement
(d) Although Beesmark does not share the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the securities of the Company beneficially owned by it, as a
limited liability company, Beesmark necessarily would
exercise such right and power through its managers. The
managers who control Beesmark and the disposition of its
assets, including the power to direct dividends or proceeds
from securities owned by Beesmark, are Mr. and Mrs. Ashton,
neither of whom independently beneficially own in excess of
five percent of the Company's common stock, and who are
jointly filing this Statement. With respect to the right of
other persons to receive dividends from, or the proceeds
from the sale of, such securities, the members of Beesmark
would receive any such dividends or proceeds in proportion
to their equity interests in Beesmark. The only member of
Beesmark that presently has the right to receive dividends
from or proceeds of more than 5% of the Company's common
stock is The Beesmark Irrevocable Trust.
(e) Not applicable.
Mr. Ashton
- ------------
(a) As a co-manager of Beesmark, Mr. Ashton shares dispositive
control over securities owned by Beesmark and therefore
beneficially owns 11,729,167 shares of the Company's common
stock, which constitutes 28.1% of the shares deemed to be
issued and outstanding as of September 24, 1996. Of the
11,729,167 shares beneficially owned by Beesmark, 166,667
shares represent presently unissued shares of the Company's
common stock into which the Debenture is convertible at the
option of Beesmark.
(b) As a co-manager of Beesmark, Mr. Ashton has sole voting and
dispositive power with respect to none of the 11,729,167
shares of the Company's common stock beneficially owned by
Beesmark. He has shared power to dispose of all of such
shares. Because Beesmark has deposited all of the Company's
common stock beneficially owned by it into the Voting Trust,
Mr. Ashton has no power to vote any of such stock.
(c) Since the filing of Amendment No. 1 to the Initial 13D,
Beesmark has had the transactions in the Company's common
stock as set forth herein, which statements are incorporated
into this paragraph by reference, and Mr. Ashton
independently has had no transactions.
(d) As a co-manager of Beesmark, Mr. Ashton shares with Mrs.
Ashton the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities of the Company
beneficially owned by Beesmark. With respect to the right
of other persons to receive dividends from, or proceeds from
the sale of, such securities, the members of Beesmark would
receive any such dividends or proceeds. The Beesmark
Irrevocable Trust, one of the members of Beesmark, presently
would have the right to receive the dividends from more than
5% of the Company's common stock.
(e) Not applicable.
Mrs. Ashton
- -------------
(a) As a co-manager of Beesmark, Mrs. Ashton shares dispositive
control over securities owned by Beesmark and therefore
beneficially owns 11,729,167 shares of the Company's common
stock, which constitutes 28.1% of the shares deemed to be
issued and outstanding as of September 24, 1996. Of the
11,729,167 shares beneficially owned by Beesmark, 166,667
shares represent presently unissued shares of the Company's
common stock into which the Debenture is convertible at the
option of Beesmark.
(b) As a co-manager of Beesmark, Mrs. Ashton has the sole power
to vote and dispose of none of the 11,729,167 shares of the
Company's common stock owned by Beesmark. She shares power
to dispose of all of such shares. Because Beesmark has
deposited all of the Company's common stock beneficially
owned by it into the Voting Trust, Mrs. Ashton has no power
to vote any of such shares.
(c) Since the filing of the first Amendment to the Initial 13D,
Beesmark has had the transactions in the Company's common
stock as set forth herein, which statements are incorporated
into this paragraph by reference, and Mrs. Ashton
independently has had no transactions.
(d) As a co-manager of Beesmark, Mrs. Ashton shares with Mr.
Ashton the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities of the Company
beneficially owned by Beesmark. With respect to the right
of other persons to receive dividends from, or proceeds from
the sale of, such securities, the members of Beesmark would
receive any such dividends or proceeds. The Beesmark
Irrevocable Trust, one of the members of Beesmark, presently
would have the right to receive the dividends from more than
5% of the Company's common stock.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are filed herewith as exhibits to this Joint
Statement:
Exhibit 1: Agreement regarding joint Filing Statement Pursuant to
Rule 13d-1(f), previously filed with Initial 13D.
Exhibit 2: Promissory Note between Beesmark Investments, L.C. and
two of its members that are trusts affiliated with
Alan C. Ashton and Karen Ashton, previously filed as
Exhibit to Amendment No. 1
Exhibit 3: Securities Purchase Agreement by and among fonix
Corporation, a Delaware corporation, Beesmark
Investments, L.C., a Utah limited liability company,
and Alan C. Ashton, an individual resident in the
State of Utah, and dated as of October 23, 1995,
previously filed as exhibit to Initial 13D.
Exhibit 4: Voting Trust Agreement by ("Voting Trust Agreement")
and among Phonic Technologies, Inc., Thomas A. Murdock
as trustee, Stephen M. Studdert, Thomas A. Murdock and
Roger D. Dudley, dated as of December 10, 1993,
previously filed as exhibit to Initial 13D.
Exhibit 5: Amendment of Voting Trust Agreement, dated
as of October 23, 1995, previously filed as exhibit to
Initial 13D.
Exhibit 6: Power of Attorney executed by Beesmark Investments,
L.C. appointing Ralph W. Rasmussen, Jr., as attorney-
in-fact for amendments to the Initial 13D, previously
filed as an exhibit to Amendment No. 1.
Exhibit 7: Power of Attorney executed by Alan C. Ashton,
appointing Ralph W. Rasmussen, Jr., attorney-in-fact
for amendments to the Initial 13D, previously filed as
an exhibit to Amendment No. 1.
Exhibit 8: Power of Attorney executed by Karen Ashton, appointing
Ralph W. Rasmussen, Jr., attorney-in-fact for
amendments to the Initial 13D, previously filed as an
exhibit to Amendment No. 1.
Exhibit 9: Amendment No. 2 to the Voting Trust Agreement dated as
of July 2, 1996, filed herewith.
Exhibit 10: Amendment No. 3 to the Voting Trust Agreement dated as
of September 20, 1996, filed herewith.
Exhibit 11: Amendment No. 4 to the Voting Trust Agreement dated as
of September 24, 1996, filed herewith.
Supplemental Information
Pursuant to Securities and Exchange Commission Rule 13d-2(c), the
entire text of the Initial 13D and Amendment No. 1 to the Initial 13D
are restated herein following exhibits 9, 10 and 11, but previously
filed paper exhibits to such Schedules are omitted.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
BEESMARK INVESTMENTS, L.C.
By /s/ Ralph W. Rasmussen Nov. 1, 1996
---------------------------- -------------------
Ralph W. Rasmussen, Authorized Agent Date
/s/ Ralph W. Rasmussen Nov. 1, 1996
---------------------------------- --------------------
Ralph W. Rasmussen, Date
Attorney-in-Fact for Alan C. Ashton
/s/ Ralph W. Rasmussen Nov. 1, 1996
----------------------------------- --------------------
Ralph W. Rasmussen Date
Attorney-in-Fact for Karen Ashton
<PAGE>
Exhibit 9
SECOND AMENDMENT OF VOTING TRUST AGREEMENT
This Second Amendment of Voting Trust Agreement (the "Amendment")
is for the purpose of amending the Voting Trust Agreement dated the 10th
day of December, 1993 (the "Voting Trust") and amended on October 23,
1995, and is made and entered into at Salt Lake City, Utah, on the 2nd
day of July, 1996, by and among fonix Corporation, a Delaware
corporation, whose principal place of business is 1225 Eagle Gate Tower,
60 East South Temple, Salt Lake City, Utah 84111 (the "Company"), which
is the successor corporation of Phonic Technologies, Inc., a Utah
corporation ("PTI"), and the following stockholders in the Company:
Stephen M. Studdert, whose address is 1225 Eagle Gate Tower, 60 East
South Temple, Salt Lake City, Utah 84111 ("Studdert"), Thomas A.
Murdock, whose address is 1225 Eagle gate Tower, 60 East South Temple,
Salt Lake City, Utah 84111 ("Murdock"), Roger D. Dudley, whose address
is 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah,
84111 ("Dudley"), Beesmark Investments, L.C., a Utah limited liability
company ("Beesmark") whose principal place of business is 1361 South 740
East, Orem, Utah 84058; and Studdert Companies Corporation, a Utah
corporation, whose principal place of business is 1225 Eagle Gate Tower,
60 East South Temple, Salt Lake City, Utah 84111 ("SCC") (collectively
the "Stockholders"), and Thomas A. Murdock, as Trustee, whose address is
1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah 84111,
and his successors in trust (hereinafter called the "Trustee").
RECITALS
WHEREAS, the Voting Trust was established December 10, 1993, with
a termination date of September 30, 1996; and
WHEREAS, in May of 1994 PTI was merged into a subsidiary of the
Company upon which event the Trustee received shares of the Company on
behalf of Studdert, Murdock and Dudley; and
WHEREAS, the Voting Trust was amended on October 23, 1995 to add
as shareholder parties thereto SCC and Beesmark and in certain
substantive respects; and
WHEREAS, the Stockholders presently desire to further amend the
Voting Trust as is set forth herein; and
NOW, THEREFORE, in consideration of the mutual promises herein,
the parties hereto hereby agree as follows:
<PAGE>
1. Paragraph 12(a)(4) of the Voting Trust, as amended on
October 23, 1995, is amended to delete the reference to "$10.00 per
share," and insert in the stead thereof, "$15.00 per share."
2. The parties hereto direct the Trustee to file a copy
of this Second Amendment with the principal office of the Company in
Salt Lake City, Utah, as directed by Section 1 of the Voting Trust
Agreement.
IN WITNESS WHEREOF, the Company, the Trustee and the Stockholders
have signed this Second Amendment and have stated the number of shares
of capital stock of the Company on deposit with the Trustee,
respectively, by them.
THE COMPANY:
fonix Corporation
By: /s/ Thomas A. Murdock
---------------------------------
Thomas A. Murdock, President
Attest:
/s/ Roger D. Dudley
----------------------------
Roger D. Dudley, Secretary
TRUSTEE:
/s/ Thomas A. Murdock
---------------------------------
Thomas A. Murdock, individually
<PAGE>
NUMBER OF SHARES: SHAREHOLDERS:
/s/ Stephen M. Studdert
- ------------------------- -----------------------------------
Stephen M. Studdert, individually
/s/ Thomas A. Murdock
- ------------------------- -----------------------------------
Thomas A. Murdock, individually
/s/ Roger D. Dudley
- ------------------------- -----------------------------------
Roger D. Dudley, individually
------------------------- STUDDERT COMPANIES CORPORATION
By: /s/ Stephen M. Studdert
--------------------------------
Stephen M. Studdert, President
------------------------- BEESMARK INVESTMENTS, L.C.
By: /s/ Alan C. Ashton
------------------------------------
Alan C. Ashton, Manager
<PAGE>
Exhibit 10
THIRD AMENDMENT OF VOTING TRUST AGREEMENT
This Third Amendment of Voting Trust Agreement (the "Amendment")
is for the purpose of amending the Voting Trust Agreement dated the 10th
day of December, 1993 (the "Voting Trust") and amended on October 23,
1995 and July 2, 1996, and is made and entered into at Salt Lake City,
Utah, on the 20th day of September, 1996, by and among fonix
Corporation, a Delaware corporation, whose principal place of business
is 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah
84111 (the "Company"), which is the successor corporation of Phonic
Technologies, Inc., a Utah corporation ("PTI"), and the following
stockholders in the Company: Stephen M. Studdert, whose address is 1225
Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah 84111
("Studdert"), Thomas A. Murdock, whose address is 1225 Eagle gate Tower,
60 East South Temple, Salt Lake City, Utah 84111 ("Murdock"), Roger D.
Dudley, whose address is 1225 Eagle Gate Tower, 60 East South Temple,
Salt Lake City, Utah, 84111 ("Dudley"), Beesmark Investments, L.C., a
Utah limited liability company ("Beesmark") whose principal place of
business is 1361 South 740 East, Orem, Utah 84058; and Studdert
Companies Corporation, a Utah corporation, whose principal place of
business is 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City,
Utah 84111 ("SCC") (collectively the "Stockholders"), and Thomas A.
Murdock, as Trustee, whose address is 1225 Eagle Gate Tower, 60 East
South Temple, Salt Lake City, Utah 84111, and his successors in trust
(hereinafter called the "Trustee").
RECITALS
WHEREAS, the Voting Trust was established December 10, 1993, with
a termination date of September 30, 1996; and
WHEREAS, in May of 1994 PTI was merged into a subsidiary of the
Company upon which event the Trustee received shares of the Company on
behalf of Studdert, Murdock and Dudley; and
WHEREAS, the Voting Trust was amended on October 23, 1995 to add
as shareholder parties thereto SCC and Beesmark, to extend the
termination date to September 30, 1999 and in certain substantive
respects;
WHEREAS, the Voting Trust was further amended on July 2, 1996; and
WHEREAS, the Stockholders presently desire to further amend the
Voting Trust as is set forth herein; and
NOW, THEREFORE, in consideration of the mutual promises herein,
the parties hereto hereby agree as follows:
1. Paragraph 10(c) of the Voting Trust, as amended on
October 23, 1995 and July 2, 1996, is amended to add the following
phrase to the end thereof:
", unless a Stockholder shall make a written request of the
Trustee to do so and provided that (i) the Trustee may
pledge, hypothecate or encumber only certificates or rights
deposited by the Stockholder making the request; (ii) the
Trustee may not encumber, hypothecate or pledge any other
certificates or rights of any other Stockholder; and (iii)
the Trustee may refuse a Stockholders request if he has a
reasonable belief that the request is for the purpose of
evading or circumventing any term, provision, covenant or
limitation of this Agreement."
2. The parties hereto direct the Trustee to file a copy
of this Third Amendment with the principal office of the Company in Salt
Lake City, Utah, as directed by Section 1 of the Voting Trust Agreement.
IN WITNESS WHEREOF, the Company, the Trustee and the Stockholders
have signed this Second Amendment and have stated the number of shares
of capital stock of the Company on deposit with the Trustee,
respectively, by them.
THE COMPANY:
fonix Corporation
By: /s/ Thomas A. Murdock
---------------------------------
Thomas A. Murdock, President
Attest:
/s/ Roger D. Dudley
----------------------------
Roger D. Dudley, Secretary
TRUSTEE:
/s/ Thomas A. Murdock
---------------------------------
Thomas A. Murdock, individually
<PAGE>
NUMBER OF SHARES: SHAREHOLDERS:
/s/ Stephen M. Studdert
- ------------------------- -----------------------------------
Stephen M. Studdert, individually
/s/ Thomas A. Murdock
- ------------------------- -----------------------------------
Thomas A. Murdock, individually
/s/ Roger D. Dudley
- ------------------------- -----------------------------------
Roger D. Dudley, individually
------------------------- STUDDERT COMPANIES CORPORATION
By: /s/ Stephen M. Studdert
--------------------------------
Stephen M. Studdert, President
------------------------- BEESMARK INVESTMENTS, L.C.
By: /s/ Alan C. Ashton
------------------------------------
Alan C. Ashton, Manager
<PAGE>
Exhibit 11
FOURTH AMENDMENT OF VOTING TRUST AGREEMENT
This Fourth Amendment of Voting Trust Agreement (the "Amendment")
is for the purpose of amending the Voting Trust Agreement dated the 10th
day of December, 1993 (the "Voting Trust") and amended on October 23,
1995, July 2, 1996 and September 20, 1996 and is made and entered into
at Salt Lake City, Utah, effective as of the 24th day of September,
1996, by and among fonix Corporation, a Delaware corporation, whose
principal place of business is 1225 Eagle Gate Tower, 60 East South
Temple, Salt Lake City, Utah 84111 (the "Company"), which is the
successor corporation of Phonic Technologies, Inc., a Utah corporation
("PTI"), and the following stockholders in the Company: Stephen M.
Studdert, whose address is 1225 Eagle Gate Tower, 60 East South Temple,
Salt Lake City, Utah 84111 ("Studdert"), Thomas A. Murdock, whose
address is 1225 Eagle gate Tower, 60 East South Temple, Salt Lake City,
Utah 84111 ("Murdock"), Roger D. Dudley, whose address is 1225 Eagle
Gate Tower, 60 East South Temple, Salt Lake City, Utah, 84111
("Dudley"), Beesmark Investments, L.C., a Utah limited liability company
("Beesmark") whose principal place of business is 1361 South 740 East,
Orem, Utah 84058; and Studdert Companies Corporation, a Utah
corporation, whose principal place of business is 1225 Eagle Gate Tower,
60 East South Temple, Salt Lake City, Utah 84111 ("SCC") (collectively
the "Stockholders"), and Thomas A. Murdock, as Trustee, whose address is
1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah 84111,
and his successors in trust (hereinafter called the "Trustee").
RECITALS
WHEREAS, the Voting Trust was established December 10, 1993, with
a termination date of September 30, 1996; and
WHEREAS, in May of 1994 PTI was merged into a subsidiary of the
Company upon which event the Trustee received shares of the Company on
behalf of Studdert, Murdock and Dudley; and
WHEREAS, the Voting Trust was amended on October 23, 1995 to add
as shareholder parties thereto SCC and Beesmark, to extend the
termination date to September 30, 1999 and in certain substantive
respects;
WHEREAS, the Voting Trust was further amended on July 2, 1996 and
September 20, 1996; and
WHEREAS, the Stockholders presently desire to further amend the
Voting Trust as is set forth herein; and
NOW, THEREFORE, in consideration of the mutual promises herein,
the parties hereto hereby agree as follows:
1. A paragraph 12(c) is added to Section 12 of the Voting
Trust, as amended on October 23, 1995, July 2, 1996 and
September 20, 1996, which paragraph 12(c) shall read as
follows:
"c.As to any shares deposited into the
Voting Trust and subsequently pledged by the
Trustee pursuant to the authority granted the
Trustee by paragraph 10(c), as amended on
September 20, 1996, this Agreement shall
terminate upon the subsequent foreclosure of any
security interest granted by the Trustee in such
shares."
2. The parties hereto direct the Trustee to file a copy of this
Fourth Amendment with the principal office of the Company in
Salt Lake City, Utah, as directed by Section 1 of the Voting
Trust Agreement.
IN WITNESS WHEREOF, the Company, the Trustee and the Stockholders
have signed this Fourth Amendment and have stated the number of shares
of capital stock of the Company on deposit with the Trustee,
respectively, by them.
THE COMPANY:
fonix Corporation
By: /s/ Thomas A. Murdock
---------------------------------
Thomas A. Murdock, President
Attest:
/s/ Roger D. Dudley
----------------------------
Roger D. Dudley, Secretary
TRUSTEE:
/s/ Thomas A. Murdock
---------------------------------
Thomas A. Murdock, individually
<PAGE>
NUMBER OF SHARES: SHAREHOLDERS:
/s/ Stephen M. Studdert
- ------------------------- -----------------------------------
Stephen M. Studdert, individually
/s/ Thomas A. Murdock
- ------------------------- -----------------------------------
Thomas A. Murdock, individually
/s/ Roger D. Dudley
- ------------------------- -----------------------------------
Roger D. Dudley, individually
------------------------- STUDDERT COMPANIES CORPORATION
By: /s/ Stephen M. Studdert
--------------------------------
Stephen M. Studdert, President
------------------------- BEESMARK INVESTMENTS, L.C.
By: /s/ Alan C. Ashton
------------------------------------
Alan C. Ashton, Manager
<PAGE>
Initial 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
fonix Corporation
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
34459U 10 8
(CUSIP Number)
Ralph W. Rasmussen, Jr., Esq.
Bradford, Brady & Rasmussen, P.C.
389 North University Avenue
P.O. Box 432
Provo, Utah 84603
(801) 374-6282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 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 [X].
(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
persons' 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>
_________________________________________________________________________
1. NAME OF REPORTING PERSON BEESMARK INVESTMENTS, L.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
__________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [X]
__________________________________________________________________________
3. SEC USE ONLY
__________________________________________________________________________
4. SOURCE OF FUNDS OO
__________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
__________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION Utah
__________________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 2,333,334
REPORTING ----------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
__________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED 2,333,334
BY EACH REPORTING PERSON
_________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
_________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 8.8%
__________________________________________________________________________
14. TYPE OF REPORTING PERSON OO*
__________________________________________________________________________
*The Reporting Person is a limited Liability Company
<PAGE>
__________________________________________________________________________
1. NAME OF REPORTING PERSON ALAN C. ASHTON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
_________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [X]
_________________________________________________________________________
3. SEC USE ONLY
__________________________________________________________________________
4. SOURCE OF FUNDS OO
_________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
_________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION Utah
__________________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 2,333,334
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
__________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED 2,333,334
BY EACH REPORTING PERSON
_________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
_________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 8.8%
_________________________________________________________________________
14. TYPE OF REPORTING PERSON IN
_________________________________________________________________________
<PAGE>
_________________________________________________________________________
1. NAME OF REPORTING PERSON KAREN ASHTON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
_________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [X]
__________________________________________________________________________
3. SEC USE ONLY
__________________________________________________________________________
4. SOURCE OF FUNDS OO
__________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
_________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION Utah
_________________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 2,333,334
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
_________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED 2,333,334
BY EACH REPORTING PERSON
________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
_________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 8.8%
_________________________________________________________________________
14. TYPE OF REPORTING PERSON IN
_________________________________________________________________________
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Joint Statement of Beneficial Ownership on Schedule 13D relates
to the Common Stock, par value $.0001 per share, of fonix corporation, a
Delaware corporation (the "Company"). The address of the Company's
principal executive offices is Suite 1225, Eagle Gate Tower, 60 East South
Temple Street, Salt Lake City, Utah 84111.
ITEM 2. IDENTITY AND BACKGROUND.
This Joint Statement is submitted by Beesmark Investments, L.C., a
Utah limited liability company ("Beesmark"), Alan C. Ashton ("Mr.
Ashton"), and Karen Ashton ("Mrs. Ashton") (collectively the "Reporting
Persons").
Beesmark
- --------
Beesmark was organized under the laws of the State of Utah. The
principal business of Beesmark is asset management and investment. The
address of Beesmark's principal office and business is 1361 South 740
East, Orem, Utah 84058.
(d)-(e) During the last five years, Beesmark has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has it been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which it 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.
Mr. Ashton
- ---------------
(b) Mr. Ashton's business address is 1361 South 740 East, Orem,
Utah 84058.
(c) Mr. Ashton's present principal occupation is investment
management. Mr. Ashton also serves on the board of directors of Novell,
Inc., a Delaware corporation ("Novell"). Novell's business address is 122
East 1700 South, Provo, Utah 84606.
(d)-(e) During the last five years, Mr. Ashton has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has he been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which he 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) Mr. Ashton is a citizen of the United States.
Mrs. Ashton
- ----------------
(b) Mrs. Ashton's address is c/o 1361 South 740 East, Orem, Utah
84058.
(c) Mrs. Ashton's present principal occupation is investment
management.
(d)-(e) During the last five years, Mrs. Ashton has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has she been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which she 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) Mrs. Ashton is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement is being filed to reflect the acquisition by the
Reporting Persons of beneficial ownership as to 2,333,334 shares of the
Company's common stock in connection with the execution by Beesmark of a
Securities Purchase Agreement by and among Beesmark, the Company and Mr.
Ashton, dated as of October 23, 1995 ("Securities Purchase Agreement").
The Securities Purchase Agreement provided for a private placement of the
Company's debt and equity securities in exchange for a promise by Beesmark
to invest $6,050,000 over a period of approximately one year and as the
Company achieves certain performance objectives. On October 23, 1995,
pursuant to the Securities Purchase Agreement, Beesmark paid to the
Company $1,540,000 in exchange for which the Company issued 2,166,667
shares of the Company's common stock and a Convertible Subordinated
Debenture (the "Debenture") that is presently convertible into 166,667
shares of the Company's common stock. The funds used by Beesmark to make
the payment described above were loaned to it by one of its members.
REMAINDER OF ITEM CONSTITUTES NONPUBLIC INFORMATION OMITTED FROM THIS
JOINT STATEMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO COMMISSION RULE 24b-2.
ITEM 4. PURPOSE OF TRANSACTION.
Beesmark executed the Securities Purchase Agreement and has
partially consummated, and, to the extent it ultimately does, will
continue to consummate, the securities acquisitions contemplated thereby
for investment purposes.
Under the Securities Purchase Agreement, Beesmark has the right to
participate in any new issuance of the Company's common stock to any
potential investor on terms identical to those offered by such potential
investor (the "Participation Right"). The Participation Right shall
terminate on the earlier of the date the Company's common stock shall have
traded at a price of at least $10.00 per share as quoted by the NASDAQ
Electronic Bulletin Board or some similarly reliable price quotation
service, for fifteen (15) consecutive market days or until the Company
completes a registered public offering of its common stock (the "Release
Date"). Furthermore, the Participation Right is inapplicable to (i) any
issuance of securities by the Company during the 180-day period
immediately following October 23, 1995, which issuance was being
negotiated or considered by the Company as of October 23, 1995 and which
issuance will not exceed an aggregate amount of $300,000; (ii) any
issuance of additional securities to the Company's present share-holders
during the 180-day period immediately following October 23, 1995, and
which issuance will not exceed and aggregate amount of $300,000; (iii)
securities issued or sold to officers or employees of the Company or its
subsidiaries pursuant to options or pursuant to a plan of the Company for
employee compensation; (iv) securities issued in connection with a
corporate acquisition or strategic alliance; (v) securities issued in
connection with presently issued and outstanding warrants or options; (vi)
securities issued upon exercise or conversion of bonds, debentures,
preferred shares or other securities convertible into common stock; (vii)
securities issued in connection with a registered public offering of
securities; and (viii) any issuance of equity securities in an aggregate
amount of $100,000 or less.
The Securities Purchase Agreement provides that, upon its execution,
a new seat on the Company's board of directors shall be created, and Mr.
Ashton appointed to fill that seat. The Securities Purchase Agreement
further provides that the Company shall use its best efforts to cause the
shareholders to approve the authorization and issuance of Series A
Preferred Stock ("Preferred Stock") as described in the Stock Purchase
Agreement, which is incorporated herein by reference. Once issued,
Beesmark, as the holder of the Preferred Stock, would have the right to
elect one of the Company's directors for so long as the Preferred Stock is
issued and outstanding.
Other than as noted above, the Reporting Persons do not have any
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities by the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) A sale or transfer or a material amount of assets of the
Company or any of its subsidiaries;
(d Any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number of term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or other actions
which may impede the acquisition of control of the Company by
any person;
(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Beesmark
- ------------
(a) Beesmark beneficially owns 2,333,334 shares of the Company's
common stock, which constitutes 8.8% of the shares deemed to be issued and
outstanding as of October 23, 1995. Of the 2,333,334 shares beneficially
owned by Beesmark, 166,667 shares represent presently unissued shares of
the Company's common stock into which the Debenture is convertible at the
option of Beesmark.
(b) Beesmark, through its managers, has the sole power to dispose
of all of the 2,333,334 shares of the Company's common stock owned by it.
Beesmark has agreed to deposit these shares, and all other shares of the
Company's common stock it receives under the Securities Purchase
Agreement, with Thomas A. Murdock ("Murdock") as trustee under a Voting
Trust Agreement ("Voting Trust Agreement") dated as of December 10, 1993,
by and among Phonic Technologies Corp., the Company's predecessor, Stephen
M. Studdert ("Studdert"), Murdock and Roger D. Dudley ("Dudley").
Studdert, Murdock and Dudley are directors and/or executive officers of
the Company. Under the Voting Trust Agreement, Murdock, as trustee, has
the sole power to vote all of the shares of common stock deposited into
the voting trust. Under the Voting Trust Agreement, as amended, the voting
trust shall terminate on September 30, 1999, or as to the shares owned by
Beesmark, on the Release Date, if earlier.
(c) Within the past 60 days, Beesmark has had the following
transactions in the Company's equity securities:
Date of Securities Description of
Transaction Purchased Consideration Transaction
-------------- ------------- ----------------- ----------------
10/23/95 2,166,667 $.48 per share Received pursuant
shares of for issued to privately
common stock; common stock; negotiated
Debenture $500,000 for transaction
convertible into Debenture (Securities
166,667 shares Purchase Agreement)
of common stock
(d) Although Beesmark does not share the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities of the Company beneficially owned by it, as a limited liability
company, Beesmark necessarily would exercise such right and power through
its managers. The managers who have sole control over Beesmark and the
disposition of its assets, including the power to direct dividends or
proceeds from securities owned by Beesmark, are Mr. and Mrs. Ashton,
neither of whom independently beneficially own in excess of five percent
of the Company's common stock, and who are jointly filing this Statement.
With respect to the right of other persons to receive dividends from, or
the proceeds from the sale of, such securities, the members of Beesmark
would receive any such dividends or proceeds in proportion to their equity
interests in Beesmark. The only member of Beesmark that presently has the
right to receive dividends from or proceeds of more than 5% of the
Company's common stock is The Beesmark Irrevocable Trust.
(e) Not applicable.
Mr. Ashton
- ---------------
(a) As a co-manager of Beesmark, Mr. Ashton shares voting and
dispositive control over securities owned by Beesmark and therefore
beneficially owns 2,333,334 shares of the Company's common stock, which
constitutes 8.8% of the shares deemed to be issued and outstanding as of
October 23, 1995. Of the 2,333,334 shares beneficially owned by Beesmark,
166,667 shares represent presently unissued shares of the Company's common
stock into which the Debenture is convertible at the option of Beesmark.
(b) As a co-manager of Beesmark, Mr. Ashton has sole voting and
dispositive power with respect to none of the 2,333,334 shares of the
Company's common stock owned by Beesmark. He has shared power to dispose
of all of such shares. Because Beesmark has deposited all of the
Company's common stock beneficially owned by it into the voting trust, Mr.
Ashton has shared power to vote none of such stock.
(c) Within the past 60 days, Beesmark has had the following
transactions in the Company's equity securities, and Mr. Ashton
independently has had no such transactions:
Date of Securities Description of
Transaction Purchased Consideration Transaction
-------------- ------------- ----------------- ----------------
10/23/95 2,166,667 $.48 per share Received pursuant
shares of for issued to privately
common stock; common stock; negotiated
Debenture $500,000 for transaction
convertible into Debenture (Securities
166,667 shares Purchase Agreement)
of common stock
(d) As a co-manager of Beesmark, Mr. Ashton shares with Mrs.
Ashton the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of the Company beneficially owned by
Beesmark. With respect to the right of other persons to receive dividends
from, or proceeds from the sale of, such securities, the members of
Beesmark would receive any such dividends or proceeds. The Beesmark
Irrevocable Trust, one of the members of Beesmark, presently would have
the right to receive the dividends from more than 5% of the Company's
common stock.
(e) Not applicable.
Mrs. Ashton
- ----------------
(a) As a co-manager of Beesmark, Mrs. Ashton shares voting and
dispositive control over securities owned by Beesmark and therefore
beneficially owns 2,333,334 shares of the Company's common stock, which
constitutes 8.8% of the shares deemed to be issued and outstanding as of
October 23, 1995. Of the 2,333,334 shares beneficially owned by Beesmark,
166,667 shares represent presently unissued shares of the Company's common
stock into which the Debenture is convertible at the option of Beesmark.
(b) As a co-manager of Beesmark, Mrs. Ashton has the sole power to
vote and dispose of none of the 2,333,334 shares of the Company's common
stock owned by Beesmark. She shares power to dispose of all of such
shares. Because Beesmark has deposited all of the Company's common stock
beneficially owned by it into the voting trust, Mrs. Ashton has shared
power to vote none of such shares.
(c) Within the past 60 days, Beesmark has had the following
transactions in the Company's equity securities, and Mrs. Ashton
independently has had no such transactions:
Date of Securities Description of
Transaction Purchased Consideration Transaction
-------------- ------------- ----------------- ----------------
10/23/95 2,166,667 $.48 per share Received pursuant
shares of for issued to privately
common stock; common stock; negotiated
Debenture $500,000 for transaction
convertible into Debenture (Securities
166,667 shares Purchase Agreement)
of common stock
(d) As a co-manager of Beesmark, Mrs. Ashton shares with Mr.
Ashton the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of the Company beneficially owned by
Beesmark. With respect to the right of other persons to receive dividends
from, or proceeds from the sale of, such securities, the members of
Beesmark would receive any such dividends or proceeds. The Beesmark
Irrevocable Trust, one of the members of Beesmark, presently would have
the right to receive the dividends from more than 5% of the Company's
common stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Under the Securities Purchase Agreement, the Company has the right
to repurchase any of the securities issued to Beesmark, in the event
Beesmark desires to and legally may sell any or all of such securities.
The Company's repurchase of any portion of such securities would be on
terms identical to the terms of any proposed sale of such securities to a
third party. The Company's repurchase right does not apply to transfers
by Beesmark to persons or entities affiliated with Beesmark or to Mr.
Ashton or members of his immediate family. The Company's repurchase right
expires on the Release Date.
Under the Securities Purchase Agreement, the Company is obligated to
use its best efforts to effect the authorization of the issuance of the
Preferred Stock, into which the unpaid balance due under the Debenture is
convertible, by requesting the approval of the Company's shareholders of
an appropriate amendment to the Company's certificate of incorporation no
later than at the next annual or special meeting of the Company's
shareholders that follows October 23, 1995. The rights and preferences of
the Preferred Stock are described in an exhibit to the Securities Purchase
Agreement, which is incorporated herein by reference.
Under the Securities Purchase Agreement, the Company agreed, among
other things, that, so long as Beesmark is not in default of any of its
obligations under the Securities Purchase Agreement, and until the Release
Date, the Company shall not take or attempt to take any of the following
actions with respect to the Company's securities: (i) authorize, create
or issue shares of any class or series of stock having any preference or
priority equal to or superior to the Preferred Stock with respect to
voting, redemption, dividends, or liquidation; or (ii) redeem or
repurchase more than 250,000 of the Company's issued and outstanding
common stock. Such restrictions shall terminate on the Release Date,
unless the Securities Purchase Agreement is terminated earlier.
The disclosure set forth by each of the Reporting Persons in Item 5
with respect to the Voting Trust Agreement is incorporated herein by
reference.
Except as set forth above and in the Securities Purchase Agreement,
which is incorporated herein by reference, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons
or between any of the Reporting Persons and any other person with respect
to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are filed herewith as exhibits to this Joint
Statement:
Exhibit 1: Agreement to Joint Filing Statement Pursuant to Rule
13d-1(f).
Exhibit 2: Agreement between Beesmark Investments, L.C. and two of
its members pertaining to certain financing used by
Beesmark to purchase securities of fonix Corporation.
[FILED UNDER SEPARATE COVER WITH OBJECTION TO PUBLIC
DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT, 5
U.S.C. $ 552]
Exhibit 3: Securities Purchase Agreement by and among fonix
Corporation, a Delaware corporation, Beesmark
Investments, L.C., a Utah limited liability company, and
Alan C. Ashton, an individual resident in the State of
Utah, and dated as of October 23, 1995
Exhibit 4: Voting Trust Agreement by and among Phonic Technologies,
Inc., Thomas A. Murdock as trustee, Stephen M. Studdert,
Thomas A. Murdock and Roger D. Dudley, dated as of
December 10, 1993
Exhibit 5: Amendment of Voting Trust Agreement by and among fonix
Corporation, a Delaware corporation, Stephen M.
Studdert, Thomas A. Murdock, Roger D. Dudley, Beesmark
Investments, L.C., a Utah limited liability company,
Studdert Companies Corp., a Utah corporation, and Thomas
A. Murdock, as Trustee, dated as of October 23, 1995
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the Reporting Persons certify that the information set forth in
this statement is true, complete and correct.
BEESMARK INVESTMENTS, L.C.
By /s/ Alan C. Ashton Nov. 1, 1995
------------------------- ----------------------
Alan C. Ashton, Manager Date
/s/ Alan C. Ashton Nov. 1, 1995
---------------------------- ----------------------
Alan C. Ashton, individually Date
/s/ Karen Ashton Nov. 1, 1995
----------------------------- -----------------------
Karen Ashton, individually Date
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
fonix Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
34459U 10 8
(CUSIP Number)
Ralph W. Rasmussen, Jr., Esq.
Bradford, Brady & Rasmussen, P.C.
389 North University Avenue
P.O. Box 432
Provo, Utah 84603
(801) 374-6282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 21, 1996
(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 ____.
(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
persons' 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>
______________________________________________________________________
1. NAME OF REPORTING PERSON BEESMARK INVESTMENTS, L.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
______________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [X]
______________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________
4. SOURCE OF FUNDS OO
______________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
______________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION Utah
______________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 6,010,417
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
______________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED 6,010,417
BY EACH REPORTING PERSON
______________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
______________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 18.8%
______________________________________________________________________
14. TYPE OF REPORTING PERSON OO*
______________________________________________________________________
*The Reporting Person is a limited Liability Company
<PAGE>
______________________________________________________________________
1. NAME OF REPORTING PERSON ALAN C. ASHTON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
______________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [X]
______________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________
4. SOURCE OF FUNDS OO
______________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
______________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION Utah
______________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 6,010,417
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
______________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED 6,010,417
BY EACH REPORTING PERSON
______________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
______________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 18.8%
______________________________________________________________________
14. TYPE OF REPORTING PERSON IN
______________________________________________________________________
<PAGE>
______________________________________________________________________
1. NAME OF REPORTING PERSON KAREN ASHTON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
______________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [X]
______________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________
4. SOURCE OF FUNDS OO
______________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
______________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION Utah
______________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 6,010,417
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
______________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED 6,010,417
BY EACH REPORTING PERSON
______________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
______________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 8.8%
______________________________________________________________________
14. TYPE OF REPORTING PERSON IN
______________________________________________________________________
<PAGE>
This Statement constitutes Amendment No. 1 to the Joint Statement on
Schedule 13D dated as of October 23, 1995, and filed on behalf of Beesmark
Investments, L.C., a Utah limited liability company ("Beesmark"), Alan C.
Ashton and Karen Ashton (collectively the "Reporting Persons") with the
Securities and Exchange Commission (the "Initial 13D") with respect to the
common stock, par value $.0001 per share, of fonix Corporation, a Delaware
corporation (the "Company"). This Statement is being filed on behalf of
the Reporting Persons to reflect the change in their respective beneficial
ownership of the Company's common stock resulting from Beesmark's
performance under that certain Securities Purchase Agreement by and among
the Company, Beesmark and Alan C. Ashton and dated of October 23, 1995
(the "Purchase Agreement"). Under the Purchase Agreement, a copy of which
was filed as an exhibit to the Initial 13D, Beesmark is obligated to
provide funding in specified amounts at specified times during the period
between October 1995 and September 1996 provided that the Company achieves
certain developmental milestones. This amendment is filed to reflect that
Beesmark has funded under the Purchase Agreement in the amounts specified
therein in December 1995 and January and February 1996, but the Company
and Beesmark have agreed to modify the amount of the funding scheduled for
March 1, 1996. This Amendment is also submitted because Staff Counsel has
instructed the Reporting Persons to file certain exhibits as to which
confidential treatment was sought at the time the Initial 13D was filed.
Other than as set forth herein, there has been no change in the
information set forth in any of the Items of the Initial 13D.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement is being filed to reflect the acquisition by the
Reporting Persons of beneficial ownership as to 3,677,083 shares of the
Company's common stock in connection with the performance by Beesmark of
its funding obligations under the Purchase Agreement. The Purchase
Agreement provided for a private placement of the Company's debt and
equity securities in exchange for a promise by Beesmark to invest
$6,050,000 over a period of approximately one year and as the Company
achieves certain performance objectives. Beesmark provided funding to the
Company in the amounts of $565,000, $340,000, $350,000 in December 1995,
January 1996 and February 1996, respectively, all as is set forth in the
Purchase Agreement. On March 21, 1996, rather than paying the $885,000
called for under the Purchase Agreement, and pursuant to the agreement of
the Company and Beesmark, Beesmark funded $510,000. In exchange for the
funding specified above, the Company has issued 3,677,083 shares of its
common stock at the agreed upon price of $0.48 per share. The funds used
by Beesmark to make each of the payments described above were loaned to it
by the Alan C. Ashton Trust and the Karen Ashton Trust, two of its members
that are entities affiliated with Alan C. Ashton and Karen Ashton.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Beesmark
- -----------
(a) Beesmark beneficially owns 6,010,417 shares of the Company's
common stock, which constitutes 18.8% of the shares deemed to be issued
and outstanding as of March 11, 1996. Of the 6,010,417 shares
beneficially owned by Beesmark, 166,667 shares represent presently
unissued shares of the Company's common stock into which the Debenture is
convertible at the option of Beesmark.
(b) Beesmark, through its managers, has the sole power to dispose
of all of the 6,010,417 shares of the Company's common stock owned by it,
but has voting control with respect to none of such shares. Beesmark has
agreed to deposit these shares, and all other shares of the Company's
common stock it receives under the Purchase Agreement, with Thomas A.
Murdock ("Murdock") as trustee under a Voting Trust Agreement ("Voting
Trust Agreement") dated as of December 10, 1993, by and among Phonic
Technologies Corp., the Company's predecessor, Stephen M. Studdert
("Studdert"), Murdock and Roger D. Dudley ("Dudley"), and amended as of
October 23, 1995. Studdert, Murdock and Dudley are directors and/or
executive officers of the Company. Under the Voting Trust Agreement,
Murdock, as trustee, has the sole power to vote all of the shares of
common stock deposited into the voting trust. Under the Voting Trust
Agreement, as amended, the voting trust shall terminate on September 30,
1999, or, as to the shares owned by Beesmark, on the Release Date, if
earlier.
(c) Since the filing of the Initial 13D, Beesmark has had the
following transactions in the Company's common stock:
Date of Securities Consideration Description of
Transaction Purchased Transaction
----------- ---------- -------------- ---------------
12/07/95 1,177,083 $.48 per share Received pursuant to
Shares of Purchase Agreement
common
stock
02/08/96 708,333 $.48 per share Received pursuant to
Shares of Purchase Agreement
Common stock
02/29/96 729,167 $.48 per share Received pursuant to
shares of Purchase Agreement
common stock
03/21/96 1,062,500 $.48 per share Received pursuant to
shares of Purchase Agreement
common stock
(d) Although Beesmark does not share the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities of the Company beneficially owned by it, as a limited liability
company, Beesmark necessarily would exercise such right and power through
its managers. The managers who have sole control over Beesmark and the
disposition of its assets, including the power to direct dividends or
proceeds from securities owned by Beesmark, are Mr. and Mrs. Ashton,
neither of whom independently beneficially own in excess of five percent
of the Company's common stock, and who are jointly filing this Statement.
With respect to the right of other persons to receive dividends from, or
the proceeds from the sale of, such securities, the members of Beesmark
would receive any such dividends or proceeds in proportion to their equity
interests in Beesmark. The only member of Beesmark that presently has the
right to receive dividends from or proceeds of more than 5% of the
Company's common stock is The Beesmark Irrevocable Trust.
(e) Not applicable.
Mr. Ashton
- ------------
(a) As a co-manager of Beesmark, Mr. Ashton shares dispositive
control over securities owned by Beesmark and therefore beneficially owns
6,010,417 shares of the Company's common stock, which constitutes 18.8% of
the shares deemed to be issued and outstanding as of March 11, 1996. Of
the 6,010,417 shares beneficially owned by Beesmark, 166,667 shares
represent presently unissued shares of the Company's common stock into
which the Debenture is convertible at the option of Beesmark.
(b) As a co-manager of Beesmark, Mr. Ashton has sole voting and
dispositive power with respect to none of the 6,010,417 shares of the
Company's common stock owned by Beesmark. He has shared power to dispose
of all of such shares. Because Beesmark has deposited all of the
Company's common stock beneficially owned by it into the Voting Trust, Mr.
Ashton has shared power to vote none of such stock.
(c) Since the filing of the Initial 13D, Beesmark has had the
transactions in the Company's common stock as set forth herein, which
statements are incorporated into this paragraph by reference, and Mr.
Ashton independently has had no transactions.
(d) As a co-manager of Beesmark, Mr. Ashton shares with Mrs.
Ashton the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of the Company beneficially owned by
Beesmark. With respect to the right of other persons to receive dividends
from, or proceeds from the sale of, such securities, the members of
Beesmark would receive any such dividends or proceeds. The Beesmark
Irrevocable Trust, one of the members of Beesmark, presently would have
the right to receive the dividends from more than 5% of the Company's
common stock.
(e) Not applicable.
Mrs. Ashton
- -------------
(a) As a co-manager of Beesmark, Mrs. Ashton shares dispositive
control over securities owned by Beesmark and therefore beneficially owns
6,010,417 shares of the Company's common stock, which constitutes 18.8% of
the shares deemed to be issued and outstanding as of March 11, 1996. Of
the 6,010,417 shares beneficially owned by Beesmark, 166,667 shares
represent presently unissued shares of the Company's common stock into
which the Debenture is convertible at the option of Beesmark.
(b) As a co-manager of Beesmark, Mrs. Ashton has the sole power
to vote and dispose of none of the 6,010,417 shares of the Company's
common stock owned by Beesmark. She shares power to dispose of all of
such shares. Because Beesmark has deposited all of the Company's common
stock beneficially owned by it into the Voting Trust, Mrs. Ashton has
shared power to vote none of such shares.
(c) Since the filing of the Initial 13D, Beesmark has had the
transactions in the Company's common stock as set forth herein, which
statements are incorporated into this paragraph by reference, and Mrs.
Ashton independently has had no transactions.
(d) As a co-manager of Beesmark, Mrs. Ashton shares with Mr.
Ashton the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of the Company beneficially owned by
Beesmark. With respect to the right of other persons to receive dividends
from, or proceeds from the sale of, such securities, the members of
Beesmark would receive any such dividends or proceeds. The Beesmark
Irrevocable Trust, one of the members of Beesmark, presently would have
the right to receive the dividends from more than 5% of the Company's
common stock.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
The following are filed herewith as exhibits to this Amendment:
Consecutive
Description of Exhibit Page Number
------------------------------------- --------------
Promissory Note between Beesmark Investments,
L.C. and two of its members that are trusts
affiliated with Alan C. Ashton and Karen Ashton 10
Power of Attorney executed by Alan C. Ashton 12
Power of Attorney executed by Karen Ashton 13
Power of Attorney executed by Beesmark
Investments, L.C. 14
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the Reporting Persons certify that the information set forth in
this statement is true, complete and correct.
BEESMARK INVESTMENTS, L.C.
By /s/ Ralph W. Rasmussen, Jr. April 4, 1996
--------------------------------- ---------------------
Ralph W. Rasmussen, Jr. Date
Authorized Representative
/s/ Ralph W. Rasmussen, Jr. April 4, 1996
--------------------------------- ---------------------
Ralph W. Rasmussen, Jr. Date
Attorney-in-Fact for Alan C. Ashton
/s/ Ralph W. Rasmussen, Jr. April 4, 1996
---------------------------------- ---------------------
Ralph W. Rasmussen, Jr. Date
Attorney-in-Fact for Karen Ashton
