UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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, UT 84111
(801) 532-7840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 1, 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 7 SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 559092-40-8 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ballard Investment Company, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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
1,724,155 (includes currently exercisable warrants to
purchase 70,837 shares; also includes an option to
NUMBER OF purchase 100,000 shares from another shareholder of
SHARES the Issuer).
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,724,155 (includes currently exercisable warrants to
purchase 70,837 shares; also includes an option to
purchase 100,000 shares from another shareholder of
the Issuer).
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,724,155 (includes currently exercisable warrants to purchase 70,837
shares; also includes an option to purchase 100,000 shares from
another shareholder of the Issuer).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.5%
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>
Page 3 of 7 Pages
This Amendment No. 16 to the Schedule 13D of Ballard Investment Company,
Ltd. amends and supplements, and should be read in conjunction with, the
Schedule 13D of Ballard Investment Company, Ltd. filed on December 9, 1992,
Amendment No. 1 thereto filed on February 9, 1993, Amendment Nos. 2, 3 and 4
thereto filed on May 23, 1994, Amendment No. 5 thereto filed on October 5,
1994, Amendment No. 6 thereto filed on February 7, 1995, Amendment No. 7
thereto filed on April 5, 1995 and Amendments No. 8, 9, 10, 11, 12, 13, 14 and
15 thereto filed on March 5, 1997.
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, UT 84123
Item 2. Identity and Background
(a) Name:
Ballard Investment Company, Ltd. (the "Reporting Person")
(b) Business Address and Principal Office:
145 South Fairway Drive, North Salt Lake, UT 84054
(c) Principal Business:
Management of investments in securities for the benefit of
its partners
(d) The Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding involving federal or state securities
laws as described in the instructions for Item 2(e) of Schedule 13D.
(f) Place of Organization:
Utah
The Reporting Person is a limited partnership, the general partners of
which are R & B, L.L.C., a Utah limited liability company, the Barbara B.
Ballard Trust, Aero Investments, L.C., a Utah limited liability company and BB
& BJ, Inc., a Utah corporation. The officers, directors and owners of BB &
BJ, Inc. are Bradford J. Brower and Tamara Brower. The Browers reside at 780
East 400 South, Kaysville, UT 84037. Bradford J. Brower is the President and
a Director of
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Page 4 of 7 Pages
Naptech Pressure Systems Corporation and Naptech, Inc., 851 South Freeport
Industrial Parkway, Clearfield, UT 84015. The Naptech companies are in the
business of pipe manufacturing and have been acquired by the Shaw Group. The
Browers have not been involved in a criminal or civil proceeding during the
last five years and are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
On May 1, 1997, the Reporting Person acquired from another shareholder
of the Issuer (the "Seller") in a private transaction 25,000 shares of the
Common Stock at a purchase price of $.375/share.
Item 4. Purpose of Transaction
On February 10, 1997, the Reporting Person entered into a Stock Purchase
and Sale Agreement (the "Agreement") with the Seller. Pursuant to the terms
of the Agreement, the Reporting Person has purchased 25,000 shares of the
Common Stock from the Seller on each of February 10, 1997 and May 1, 1997,
will purchase another 25,000 shares of the Common Stock from the Seller on
each of August 1, 1997 and November 1, 1997 and has been granted an option to
purchase 100,000 shares of the Common Stock from the Seller. The shares of
the Common Stock acquired by the Reporting Person were acquired for investment
purposes.
The Reporting Person reserves 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 Person presently has no
plans or proposals which relate to or would result in any action enumerated in
subparagraphs 9 (a) through (j) of the instructions for Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person has beneficial ownership of 1,724,155 shares of
the Common Stock, which (i) includes currently exercisable warrants to
purchase 70,837 shares of the Common Stock, (ii) includes an option to
purchase 100,000 shares of the Common Stock held by the Seller and (iii)
represents 12.5% of the outstanding shares of the Common Stock.
(b) The Reporting Person has sole power to vote, direct the vote,
dispose of or direct the disposition of 1,724,155 shares of the Common Stock.
(c) None.
(d) The Reporting Person is the only person with the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities held by it.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
On February 10, 1997, the Reporting Person entered into the Agreement
with the Seller. Pursuant to the terms of the Agreement, the Reporting Person
has purchased 25,000 shares of the Common Stock from the Seller on each of
February 10, 1997 and May 1, 1997, will purchase another 25,000 shares of the
Common Stock from the Seller on each of August 1, 1997 and November 1, 1997
and has been granted an option to purchase 100,000 shares of the Common Stock
from the Seller.
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Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a copy of the Agreement.
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Page 6 of 7 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.
THE REPORTING PERSON:
BALLARD INVESTMENT COMPANY, LTD.
a Utah limited partnership
By: /s/ M. RUSSELL BALLARD Date: May 6, 1997
--------------------------------- -------------------------
M. Russell Ballard, Trustee of a
Member of a General Partner
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Page 7 of 7 Pages
INDEX TO EXHIBITS
Exhibit Description
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A Stock Purchase and Sale Agreement dated February 10, 1997
<PAGE>
EXHIBIT A
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT is made as of February 10, 1997,
by and among CFT Management, a Nevada corporation ("CFT"), Ballard Investment,
a limited partnership organized under the laws of the State of Utah
("Ballard") and William A. Fresh, Trustee of the William A. and Reva Luana
Fresh Charitable Remainder Trust dated November 25, 1996 (the "Trust"),
Ballard and Trust are sometimes herein referred to individually as a
"Purchaser" and collectively as "Purchasers."
THE PARTIES HEREBY AGREE as follows:
1. Purchase and Sale.
1.1 Sale and Issuance of Common Stock. Subject to the terms and
conditions of this Agreement, Purchasers agree to purchase and CFT agrees to
sell to Purchasers 200,000 shares of the Common Stock ("Shares") of Magellan
Technology, Inc. ("Magellan") at a purchase price of $.375 per Share. Of the
200,000 Shares to be purchased, each of the Purchasers will purchase 25,000
Shares on each of February 10, 1997, May 1, 1997, August 1, 1997 and November
1, 1997.
1.2 Closings. The initial purchase and sale of the Shares shall
take place at the offices of Kimball, Parr, Waddoups, Brown & Gee on February
10, 1997, or at such other time and place as CFT and the Purchasers mutually
agree upon (the initial purchase and sale and each subsequent purchase and
sale are designed as a "Closing"). At the initial Closing and at each
subsequent Closing, CFT shall deliver to Purchasers certificates representing
the number of Shares which each Purchaser is purchasing against delivery to
CFT by Purchasers of cash or a certified bank cashier's or other check
reasonably acceptable to CFT for the purchase price then due.
1.3 Option. To further induce Ballard to purchase the Shares
being purchased by Ballard, CFT hereby grants to Ballard an option,
exercisable in full or part, at anytime prior to midnight on November 30,
1997, to purchase an additional 100,000 Shares at an exercise price of $.375
per Share. The option may be exercised by Ballard at anytime and from time to
time by delivery of a notice of exercise, together with cash or certified
check in payment for the Shares being purchased.
2. Representations and Warranties of the Company. CFT hereby
represents and warrants to Purchasers that:
2.1 Incorporation. CFT is a corporation duly organized and
validly existing, is in good standing under the laws of the State of Nevada
and has all requisite corporate power and authority to carry on its business
as now conducted and as proposed to be conducted.
2.2 Authorization. All corporate action on the part of CFT and
its officers and directors and shareholders necessary for the authorization,
execution, delivery and performance of all obligations of CFT under this
Agreement and for the authorization, issuance and delivery of the Shares being
sold hereunder has been or shall be taken prior to the Closings, and this
Agreement, when executed and delivered, shall constitute a valid and legally
binding obligation of CFT.
2.3 No liens. All of the Shares are owned solely by CFT and
have not been pledged, hypothecated or otherwise subjected to any claim, lien,
<PAGE>
encumbrance or security interest in favor of any person. When sold and
transferred as provided in this Agreement, Purchasers will acquire good and
marketable title to the Shares free of any such lien, claim or encumbrance
whatsoever.
2.4 Value of Shares. CFT acknowledges, agrees and represents
that it, through its President, Donald P. Cox, is fully informed with respect
to the business, financial condition and business prospects of Magellan, of
which Donald P. Cox is a director, including without limitation, the business,
financial condition and business prospects of SkyHook Technologies, Inc.
("SkyHook"), a wholly owned subsidiary of Magellan of which Donald P. Cox has
served as an officer and director. CFT further acknowledges, agrees and
represents that the decision to sell the Shares is a result of an unexpected
change in the employment and personal circumstances of Donald P. Cox and is
not based upon any solicitation or representation by Purchasers or any other
person. CFT also acknowledges, agrees and represents that the price to be
paid by Purchasers for the Shares is based upon arms length negotiations
between CFT and the Purchasers which were initiated by CFT. Finally, CFT
acknowledges that the Shares may in the future increase substantially in value
based upon projected increases in sales, revenue and income of Magellan,
attributable in part to projected sales, revenues and income of SkyHook and
has, nevertheless, determined to complete the sale of the Shares to
Purchasers.
3. Representations and Warranties of Purchasers. Purchasers
represent and warrant to CFT as follows:
3.1 Authorization. This Agreement has been authorized by each
of Purchasers and, when executed and delivered by Purchasers, will constitute
the valid and legally binding obligation of each Purchaser.
3.2 Accredited Status. Each of Purchasers is an "accredited
investor" as that term is defined in Rule 501 promulgated under the Securities
Act of 1933 (the "Act").
4. Securities Act of 1933.
4.1 Investment Representation.
(a) This Agreement is made with Purchasers in reliance
upon Purchasers' representations to Magellan, which by its acceptance hereof,
each Purchaser hereby confirms (and authorizes Magellan to rely upon) that the
Shares to be received will be acquired for investment for an indefinite period
for its own account and not with a view to the sale or distribution of any
part thereof, and that it has no present intention of selling or otherwise
distributing the same, but subject, nevertheless, to any requirement of law
that the disposition of its property shall at all times be within its control.
By executing this Agreement, each Purchaser further represents it does not
have any contract, undertaking, agreement or arrangement with any person to
sell or transfer to such person any of the Shares.
(b) Purchasers understand that the Shares are not and may
never be registered under the Act on the ground that the sale provided for in
this Agreement and the transfer of the Shares is exempt pursuant to the Act
and that Magellan's reliance on such exemption is predicated on Purchasers'
representations set forth herein.
(c) Each Purchaser agrees that in no event will it make a
disposition of any of the Shares unless the Shares shall have been registered
under the Act or until (i) it shall have notified Magellan with a statement of
the circumstances surrounding the proposed disposition and (ii) it shall have
furnished Magellan with an opinion of counsel reasonably satisfactory to
Magellan to the effect that (A) such disposition will not require registration
2
<PAGE>
of such Shares under the Act, and (B) that appropriate action necessary for
compliance with the Act has been taken.
(d) Each Purchaser represents that it is able to fend for
itself in the transaction contemplated by this Agreement, has such knowledge
and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment, has the ability to bear the
economic risks of his investment and has been furnished with and has had
access to such information as would be made available in the form of a
registration statement together with such additional information as is
necessary to verify the accuracy of the information supplied and to have all
questions which have been asked, answered.
(e) Each Purchaser understands that if a registration
statement covering the Shares under the Act is not in effect when it desires
to sell any of the Shares, it may be required to hold such Shares for an
indeterminate period. Each Purchaser also acknowledges that it understands
that any sale of the Shares which might be made by it in reliance upon Rule
144 under the Act may be made only in limited amounts in accordance with the
terms and conditions of that Rule.
4.2 Legends. All certificates for the Shares shall bear
substantially the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT PURPOSES.
SAID SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY
HAVE BEEN REGISTERED UNDER SAID ACT, OR (B) THE COMPANY'S
TRANSFER AGENT IS PRESENTED WITH EITHER A WRITTEN OPINION
SATISFACTORY TO COUNSEL FOR THE COMPANY OR A 'NO-ACTION' OR
INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR TRANSFER."
5. Miscellaneous.
5.1 Entire Contract. Except as specifically referenced herein,
this Agreement constitutes the entire contract among the parties hereto
concerning the subject matter hereof and no party shall be liable or bound to
the other in any manner by any warranties, representations or covenants except
as specifically set forth herein. Any previous agreement among the parties
related to the transactions described herein is superseded hereby. The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties hereto. Nothing in
this Agreement, express or implied, is intended to confer upon any party,
other than the parties hereto, and their respective successors and assigns,
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.
5.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Utah.
5.3 Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience and are not to be
considered in construing this Agreement.
3
<PAGE>
5.4 Notices. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail, addressed to a party at its address hereinafter shown below
its signature or at such other address as such party may designate by ten (10)
days advance written notice to the other party.
5.5 Survival of Warranties. The warranties and representations
of CFT contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing hereunder.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
CFT MANAGEMENT, a Nevada corporation
By /s/ DONALD P. COX
-------------------------------------
Donald P. Cox, President
BALLARD INVESTMENT, a limited partnership
organized under the laws of the State of
Utah
By /s/ M. RUSSELL BALLARD
-------------------------------------
M. Russell Ballard, General Partner
THE WILLIAM A. FRESH AND REVA LUANA
FRESH CHARITABLE REMAINDER TRUST,
dated November 25, 1996
By /s/ WILLIAM A. FRESH
-------------------------------------
William A. Fresh, Trustee
4
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