UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Magellan Technology, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.0001 Par Value
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(Title of Class of Securities)
559092-40-8
--------------
(CUSIP Number)
Richard G. Brown
KIMBALL, PARR, WADDOUPS, BROWN & GEE
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
(801) 532-7840
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 25, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box. [ ].
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 in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1 of 9 SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Judith F. Edwards
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 773,336
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
773,336
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
773,336
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert W. Edwards
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 773,336
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
773,336
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
773,336
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 4 of 9 Pages
Item 1. Security and Issuer
(a) Title of Class of Equity Securities:
Common stock, $0.0001 par value (the "Common Stock")
(b) Name of Issuer:
Magellan Technology, Inc. (the "Issuer")
(c) Address of Issuer's Principal Executive Offices:
990 West Atherton Drive, Salt Lake City, Utah 84123
Item 2. Identity and Background
(a) Name:
Judith F. Edwards ("JF Edwards")
Robert W. Edwards ("RW Edwards")
(b) Residence address:
809 17th Avenue, Salt Lake City, Utah 84103
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted:
JF Edwards does not work outside of the home.
RW Edwards is an attorney with the law firm of Kirton &
McConkie, P.C., 60 E. South Temple, Suite 1800, Salt Lake
City, Utah 84111
(d) Whether or not, during the last five years, such persons have
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and, if so, give the dates,
nature of conviction, name and location of court, and penalty
imposed, or other disposition of the case:
None
(e) Whether or not, during the last five years, such persons were
parties to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
were or are 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; and, if so,
identify and describe such proceedings and summarize the terms of
such judgment, decree or final order:
None
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 5 of 9 Pages
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration
Of the 773,336 shares of the Common Stock beneficially owned by
JF Edwards and RW Edwards, 341,336 shares were issued in JF Edwards'
name and the remaining shares were issued in the name of Redwards, Ltd.,
a Utah limited partnership, of which JF Edwards and her husband, RW
Edwards, are the general partners, in exchange for 193,334 shares of the
common stock of SkyHook Technologies, Inc. ("SkyHook") in connection with a
share exchange agreement entered into between the Issuer and SkyHook.
Item 4. Purpose of Transaction
The issuances of the shares of the Common Stock were in connection
with a share exchange agreement entered into between the Issuer and
SkyHook, pursuant to which the Issuer acquired all of the outstanding
shares of SkyHook.
JF Edwards and RW Edwards reserve the right to purchase
additional shares of the Common Stock or to dispose of shares of the
Common Stock in the open market, in privately negotiated transactions
or in any other lawful manner in the future. Except as described
above, JF Edwards and RW Edwards presently have no plans or proposals
which relate to or would result in any action enumerated in subparagraphs
(a) through (j) of the instructions for Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of the Common Stock beneficially
owned by JF Edwards and RW Edwards is 773,336 shares, which
represents 5.5% of the outstanding shares of the Issuer.
(b) Neither JF Edwards nor RW Edwards has the sole power to vote or
direct the vote or the sole power to dispose or to direct the
disposition of any shares of the Common Stock. As general
partners of Redwards, Ltd., JF Edwards and RW Edwards share the
power to vote and direct the vote and share the power to dispose
and direct the disposition of the 432,000 shares of the Common
Stock held in the name of Redwards, Ltd. By virtue of their spousal
relationship, RW Edwards may be deemed to share with JF Edwards the
power to vote, direct the vote, dispose and direct the disposition of
the 341,336 shares of the Common Stock held in JF Edwards' name.
(c) On October 25, 1996, 341,336 shares of the Common Stock were
issued in the name of JF Edwards and 432,000 shares of the Common
Stock were issued to Redwards, Ltd., of which JF Edwards and her
husband, RW Edwards, are the general partners, in exchange for 193,334
shares of the common stock of SkyHook in connection with a share
exchange agreement entered into between the Issuer and SkyHook.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
the 773,336 shares of the Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 6 of 9 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item 7. Material to Be Filed as Exhibits
Attached hereto as Exhibit A is a written agreement relating to the
filing of a joint statement as required by Rule 13d 1(f) under the
Securities Exchange Act of 1934. Attached hereto as Exhibit B is a copy of
the Articles of Share Exchange of Magellan Technology, Inc. and SkyHook
Technologies, Inc.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 7 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
18 November 1996 /s/ JUDITH F. EDWARDS
--------------------------- --------------------------
Date Judith F. Edwards
November 18, 1996 /s/ ROBERT W. EDWARDS
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Date Robert W. Edwards
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 8 of 9 Pages
INDEX TO EXHIBITS
Exhibit Description
-------------- ----------------------------------------------------
A Written agreement relating to the filing of a joint
statement as required by Rule 13d 1(f) under the
Securities Exchange Act of 1934.
B Articles of Share Exchange of Magellan Technology,
Inc. and SkyHook Technologies, Inc.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 9 of 9 Pages
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D relating to equity
securities of Magellan Technology, Inc. shall be filed on behalf of
the undersigned.
18 November 1996 /s/ JUDITH F. EDWARDS
--------------------------- --------------------------
Date Judith F. Edwards
November 18, 1996 /s/ ROBERT W. EDWARDS
--------------------------- --------------------------
Date Robert W. Edwards
<PAGE>
AFTER FILING RETURN TO: Exhibit B
Richard G. Brown, Esq.
KIMBALL, PARR, WADDOUPS, BROWN & GEE
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
Telephone: (801) 532-7840
ARTICLES OF SHARE EXCHANGE
OF
MAGELLAN TECHNOLOGY, INC.
AND
SKYHOOK TECHNOLOGIES, INC.
PURSUANT TO THE PROVISIONS of Section 16 10a 1105 of the Utah Revised
Business Corporation Act (the "Utah Act"), the undersigned corporations hereby
adopt the following Articles of Share Exchange for the purpose of effecting
the acquisition by Magellan Technology, Inc., a Utah corporation (the
"Acquiring Corporation"), of all the capital stock of SkyHook Technologies,
Inc., a Utah corporation ("the Acquired Corporation"), solely in exchange for
shares of the voting common stock of the Acquiring Corporation:
FIRST: Attached hereto as Exhibit A, and incorporated herein by this
reference, is the Plan of Share Exchange (the "Plan") dated as of October 15,
1996, which was adopted by the Boards of Directors of the Acquiring
Corporation and the Acquired Corporation and executed by the Acquiring
Corporation and the Acquired Corporation.
SECOND: The number of outstanding shares of the common stock of the
Acquired Corporation is 2,065,001. All outstanding shares of the Acquired
Corporation were entitled to vote on the Plan. No other class of shares is
authorized or outstanding for the Acquired Corporation.
THIRD: Pursuant to Section 16 10a 704 of the Utah Revised Business
Corporation Act, the shareholders of the Acquired Corporation (the "SkyHook
Shareholders") approved the Plan by unanimous written consent effective as of
October 15, 1996. No approval of the shareholders of the Acquiring
Corporation was required.
EXECUTED this 25 day of October, 1996.
"Acquiring Corporation"
MAGELLAN TECHNOLOGY, INC.
/s/ Darwin D. Millet
---------------------------
Darwin D. Millet, President
ATTEST:
/s/ Lynn R. Wall
- -----------------------
Lynn R. Wall, Secretary
<PAGE>
"Acquired Corporation"
SKYHOOK TECHNOLOGIES, INC.
/s/ Donald P. Cox
------------------------
Donald P. Cox, President
ATTEST:
/s/ Reginald Hughes
- -----------------------------
Reginald L. Hughes, Secretary
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Darwin D. Millet as President of Magellan Technology, Inc., a Utah
corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 21, 1996, by
Lynn R. Wall as Secretary of Magellan Technology, Inc., a Utah corporation.
/s/ Rosalie C. Gledhill
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
April 6, 1997 Salt Lake City, Utah
- ---------------------- ---------------------------
2
<PAGE>
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Donald P. Cox as President of SkyHook Technologies, Inc., a Utah corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Reginald L. Hughes as Secretary of SkyHook Technologies, Inc., a Utah
corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
3
<PAGE>
Exhibit A
PLAN OF SHARE EXCHANGE
OF
MAGELLAN TECHNOLOGY, INC.
AND
SKYHOOK TECHNOLOGIES, INC.
THIS PLAN OF SHARE EXCHANGE (the "Plan") dated as of October 15, 1996,
is entered into by and between Magellan Technology, Inc., a Utah corporation
("Magellan") and SkyHook Technologies, Inc., a Utah corporation ("SkyHook").
W I T N E S S E T H :
A. WHEREAS, Magellan, SkyHook and the holders of all of the issued and
outstanding shares of the capital stock of SkyHook (the "SkyHook
Shareholders") entered into an Agreement and Plan of Share Exchange dated as
of October 15, 1996 (the "Agreement"), pursuant to which this Plan is
executed;
B. WHEREAS, the Boards of Directors of Magellan and SkyHook have
approved this Plan whereby Magellan shall acquire, solely for the voting stock
of Magellan, all of the issued and outstanding capital stock of Magellan; and
C. WHEREAS, the SkyHook Shareholders have approved the Plan by
unanimous written consent, pursuant to Section 16 10a 704 of the Utah Revised
Business Corporation Act.
A G R E E M E N T :
NOW, THEREFORE, in order to consummate such Plan, and in consideration
of the mutual covenants herein set forth, the parties agree as follows:
1. Share Exchange. At and on the "Effective Time," as set forth in
Section 2 below, Magellan, in exchange solely for voting shares of the common
stock, $0.0001 par value per share, of Magellan (the "Magellan Common Stock"),
will acquire all of the issued and outstanding shares of the common stock, no
par value per share, of SkyHook (the "SkyHook Common Stock") (such acquisition
and related transactions are sometimes hereinafter referred to as the "Share
Exchange").
2. Effective Time. The effective time (the "Effective Time") of the
Share Exchange shall be the time and date appropriate Articles of Share
Exchange are filed pursuant to Utah law.
<PAGE>
3. Terms and Conditions of Share Exchange. At the Effective Time:
(a) Magellan shall issue 5,673,336 shares of Magellan Common
Stock to the SkyHook Shareholders in exchange for all of the issued and
outstanding shares of SkyHook Common Stock (the shares of SkyHook Common Stock
held by Magellan prior to the Share Exchange will be cancelled), all in
accordance with the exchange ratios set forth in the Exchange Agreement; and
(b) Magellan shall substitute options to purchase shares of
Magellan Common Stock pursuant to the Magellan Option Plan for all outstanding
stock options to purchase shares of SkyHook Common Stock adjusted in
accordance with the exchange ratios set forth in the Exchange Agreement.
4. Execution. This Plan may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, Magellan and SkyHook have each executed this Plan as
of the date set forth above.
"Magellan"
MAGELLAN TECHNOLOGY, INC.
/s/ Darwin D. Millet
---------------------------
Darwin D. Millet, President
"SkyHook"
SKYHOOK TECHNOLOGIES, INC.
/s/ Donald P. Cox
---------------------------
Donald P. Cox, President
2
<PAGE>
MAGELLAN TECHNOLOGY, INC.
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5 and Schedule 13G and Schedule 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints Richard G. Brown, Reginald L. Hughes and Robert W. Edwards signing
singly, her true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5
(including any amendments thereto) which may be required to be
filed in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder and (ii) Schedules 13G and
13D (including any amendments thereto) which may be required to be
filed in accordance with Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934 and the rules thereunder as a
result of the undersigned's ownership of or transactions in
securities of Magellan Technology, Inc.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form 3, 4 or 5 or Schedule 13G or 13D and
the timely filing of such form with the United States Securities
and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of any such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by each such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-
in-fact may approve in his discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney-in-
fact, or his substitute or substitutes, shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of November, 1996.
/s/ JUDITH F. EDWARDS
---------------------------
Signature
Judith F. Edwards
---------------------------
Print Name
<PAGE>
MAGELLAN TECHNOLOGY, INC.
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5 and Schedule 13G and Schedule 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints Richard G. Brown, Reginald L. Hughes and Judith F. Edwards signing
singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5
(including any amendments thereto) which may be required to be
filed in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder and (ii) Schedules 13G and
13D (including any amendments thereto) which may be required to be
filed in accordance with Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934 and the rules thereunder as a
result of the undersigned's ownership of or transactions in
securities of Magellan Technology, Inc.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form 3, 4 or 5 or Schedule 13G or 13D and
the timely filing of such form with the United States Securities
and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of any such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by each such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-
in-fact may approve in his or her discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney-in-
fact, or his or her substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not
assuming any of the undersigned's responsibilities to comply with Section 16
or Section 13 of the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of November, 1996.
/s/ ROBERT W. EDWARDS
-----------------------------
Signature
Robert W. Edwards
-----------------------------
Print Name
