UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Magellan Technology, Inc.
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(Name of Issuer)
Common Stock, $0.0001 Par Value
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(Title of Class of Securities)
559092-30-9
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(CUSIP Number)
Richard G. Brown, Esq.
Kimball, Parr, Waddoups, Brown & Gee
P.O. Box 11019
Salt Lake City, UT 84147
(801) 532-7840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 1995
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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 8 SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-30-9 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William A. Fresh (S.S. ####-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
1,736,063 (which includes currently exercisable
Warrants to purchase 216,668 shares and currently
NUMBER OF exercisable options to purchase 200 shares)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 500,001
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,736,063 (which includes currently exercisable
Warrants to purchase 216,668 shares and currently
exercisable options to purchase 200 shares)
10 SHARED DISPOSITIVE POWER
500,001
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,236,064 (which includes currently exercisable Warrants to purchase
216,668 shares and currently exercisable options to purchase 200
shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.5%
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. 559092-30-9 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WAF Investment Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 500,001
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
500,001
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,001
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
14 TYPE OF REPORTING PERSON*
PN
*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. 559092-30-9 Page 4 of 8 Pages
This Amendment No. 14 to the Schedule 13D of William A. Fresh and WAF
Investment Company amends and supplements, and should be read in conjunction
with, the Schedule 13D filed on October 1, 1992, Amendment No. 1 thereto filed
on December 9, 1992, Amendment No. 2 thereto filed on February 9, 1993,
Amendment Nos. 3, 4, 5, 6, 7, 8 and 9 thereto filed on May 24, 1994, Amendment
No. 10 thereto filed on October 5, 1994, and Amendment Nos. 11, 12 and 13
thereto filed on February 21, 1997.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated as follows:
On March 31, 1995, the Issuer issued 1,164,080 shares of the
Common Stock to Fresh upon cancellation by Fresh of $100,000 in debt
owed to Fresh by the Issuer. On the same date, Fresh disposed of
433,334 shares of the Common Stock through gifts. Of such 433,334
shares, 333,334 shares of the Common Stock were transferred by Fresh to
WAF.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated as follows:
Fresh acquired the shares of Common Stock described in Item 3
above upon cancellation of debt owed to Fresh by the Issuer.
The Reporting Persons 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, the Reporting
Persons 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
Item 5 is hereby amended and restated as follows:
(a) As of March 31, 1995, Fresh had beneficial ownership of
2,236,064 shares of the Common Stock, which (i) included 216,668 shares
underlying then exercisable warrants and 200 shares underlying then
exercisable options, and (ii) represented 23.5% of the outstanding
shares of the Common Stock. Of these 2,236,064 shares, WAF and R.
Fresh, as a general partner of WAF, had beneficial ownership of 500,001
shares of the Common Stock, which represented 5.4% of the outstanding
shares of the Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-30-9 Page 5 of 8 Pages
(b) As of March 31, 1995, Fresh had sole power to vote, direct
the vote, dispose of or direct the disposition of 1,736,063 shares of
the Common Stock, which included the shares underlying the warrants and
the options. The Reporting Persons and R. Fresh, as a general partner
of WAF, shared power to vote, direct the vote, dispose of or direct the
disposition of 500,001 shares of the Common Stock.
(c) On March 31, 1995, the Issuer issued 1,164,080 shares of the
Common Stock to Fresh upon cancellation by Fresh of $100,000 in debt
owed to Fresh by the Issuer. On the same date, Fresh disposed of
433,334 shares of the Common Stock through gifts. Of such 433,334
shares, 333,334 shares of the Common Stock were transferred by Fresh to
WAF.
(d) The Reporting Persons and R. Fresh, as a general partner of
WAF, are the only persons with the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the shares beneficially held by them.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No change.
Item 7. Material to Be Filed as Exhibits
Attached hereto as Exhibit A is the written agreement relating to
the filing of a joint statement as required by Rule 13d 1(f) under the
Securities Exchange Act of 1934.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-30-9 Page 6 of 8 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.
FRESH:
February 10, 1997 /s/ WILLIAM A. FRESH
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Date William A. Fresh
WAF:
WAF Investment Company, a Utah
limited partnership
February 10, 1997 By: /s/ WILLIAM A. FRESH
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Date William A. Fresh, General Partner
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-30-9 Page 7 of 8 Pages
INDEX TO EXHIBITS
Exhibit Description
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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.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-30-9 Page 8 of 8 Pages
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment No. 14 to Schedule 13D
relating to equity securities of Magellan Technology, Inc. shall be filed on
behalf of the undersigned.
FRESH:
February 10, 1997 /s/ WILLIAM A. FRESH
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Date William A. Fresh
WAF:
WAF Investment Company, a Utah
limited partnership
February 10, 1997 By: /s/ WILLIAM A. FRESH
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Date William A. Fresh, General Partner
