UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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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)
559092-40-8
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(CUSIP Number)
Richard G. Brown
KIMBALL, PARR, WADDOUPS, BROWN & GEE
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
(801) 532-7840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 15, 1997
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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
Reginald L. Hughes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 613,166
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
613,166
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,166
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.8%
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
Janet L. Hughes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 613,166
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
613,166
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,166
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.8%
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
This Amendment No. 1 to the Schedule 13D of Reginald L. Hughes and Janet
L. Hughes amends and supplements and should be read in conjunction with the
Schedule 13D filed on December 4, 1996.
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:
13526 South 110 West, Draper, UT 84020
Item 2. Identity and Background
(a) Name:
Reginald L. Hughes ("RL Hughes")
Janet L. Hughes ("JL Hughes")
(b) Business address of RL Hughes:
1216 South 1580 West, Orem, UT 84058
Residence address of JL Hughes:
1482 East 920 South, Provo, UT 84606
(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:
RL Hughes: President and Chief Operating Officer of SkyHook
Technologies, Inc., which develops cargo
management systems for use with helicopters and
is located at 1216 South 1580 West, Orem, Utah
84058.
JL Hughes: Not employed outside of the home.
(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
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 5 of 9 Pages
(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
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration
Not applicable as no securities were acquired.
Item 4. Purpose of Transaction
Pursuant to an Escrow Agreement dated November 18, 1996 (the "Escrow
Agreement") entered into by The Reginald L. Hughes Family Limited
Partnership (the "Limited Partnership"), of which RL Hughes and JL Hughes
are the general partners, the Issuer and certain other parties, 238,833
shares of the Common Stock issued to the Limited Partnership in connection
with the acquisition of SkyHook Technologies, Inc. by the Issuer were held
in escrow pending the fulfillment of certain conditions by October 15,
1997. The deadline for fulfillment of such conditions has passed and the
conditions have not been met. Pursuant to the Escrow Agreement, the
238,833 shares are being delivered by the Escrow Agent to the Issuer for
cancellation.
In addition, the Limited Partnership sold 3,333 shares of the Common
Stock in the open market on October 15, 1997 for $2.25/share.
RL Hughes and JL Hughes 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, RL Hughes and JL Hughes
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 RL Hughes and JL Hughes, as of October 15, 1997, is 613,166 shares,
which represented 4.8% of the outstanding shares of the Issuer.
(b) Neither RL Hughes nor JL Hughes has the sole power to vote or direct
the vote nor the sole power to dispose or to direct the disposition of
any shares of the Common Stock. As of October 15, 1997, RL Hughes and
his wife, JL Hughes, as general partners of the Limited Partnership
shared the power to vote, direct the vote, dispose of and direct the
disposition of 613,166 shares of the Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 6 of 9 Pages
(c) See Item 4 above.
(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
613,166 shares of the Common Stock.
(e) Effective October 15, 1997, RL Hughes and JL Hughes ceased to be the
beneficial owners of more than 5% of the Common Stock.
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 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. 559092-40-8 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.
November 26, 1997 /s/ REGINALD L. HUGHES
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Date Reginald L. Hughes
November 26, 1997 /s/ JANET L. HUGHES
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Date Janet L. Hughes
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 8 of 9 Pages
INDEX TO EXHIBITS
Exhibit Description
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A 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. 559092-40-8 Page 9 of 9 Pages
EXHIBIT A
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AGREEMENT
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The undersigned agree that this Amendment No. 1 to Schedule 13D relating
to equity securities of Magellan Technology, Inc. shall be filed on behalf of
the undersigned.
November 26, 1997 /s/ REGINALD L. HUGHES
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Date Reginald L. Hughes
November 26, 1997 /s/ JANET L. HUGHES
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Date Janet L. Hughes
