UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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, 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)
May 17, 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 8 SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 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*
PF
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
1,068,232 (which includes currently exercisable
Warrants to purchase 108,334 shares and currently
exercisable options to purchase 300 shares and
reflects a one for two reverse stock split that was
NUMBER OF effective on April 3, 1996)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 800,000 (reflects a one for two reverse stock split
REPORTING that was effective on April 3, 1996)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,068,232 (which includes currently exercisable
Warrants to purchase 108,334 shares and currently
exercisable options to purchase 300 shares and
reflects a one for two reverse stock split that was
effective on April 3, 1996)
10 SHARED DISPOSITIVE POWER
800,000 (reflects a one for two reverse stock split
that was effective on April 3, 1996)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,868,232 (which includes currently exercisable Warrants to purchase
108,334 shares and currently exercisable options to purchase 300
shares and reflects a one for two reverse stock split that was
effective on April 3, 1996)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.9%
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 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 800,000 (reflects a one for two reverse stock split
REPORTING that was effective April 3, 1996)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
800,000 (reflects a one for two reverse stock split
that was effective April 3, 1996)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000 (reflects a one for two reverse stock split that was effective
April 3, 1996)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.3%
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. 559092-40-8 Page 4 of 8 Pages
This Amendment No. 19 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, 13, 14,
15, 16, 17 and 18 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 May 17, 1996, Fresh used personal funds to acquire from the
Issuer 300,000 (1) shares of the Common Stock at a purchase price of
$.35/share. On the same date, Fresh disposed of 100,000 shares through
gifts.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) As of May 17, 1996, Fresh had beneficial ownership of
1,868,232 shares of the Common Stock, which (i) included 108,334 shares
underlying then exercisable warrants and 300 shares underlying then
exercisable options, and (ii) represented 25.9% of the outstanding
shares of the Common Stock. Of these 1,868,232 shares, WAF and R.
Fresh, as a general partner of WAF, had beneficial ownership of 800,000
shares of the Common Stock, which represented 11.3% of the outstanding
shares of the Common Stock.
(b) As of May 17, 1996, Fresh had sole power to vote, direct the
vote, dispose of or direct the disposition of 1,068,232 shares of the
Common Stock, which included the shares underlying the warrants and the
shares underlying 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 800,000 shares of the Common Stock.
(c) On May 17, 1996, Fresh acquired from the Issuer 300,000
shares of the Common Stock at a purchase price of $.35/share. On the
same date, Fresh disposed of 100,000 shares through gifts.
- ------------------------
(1) All numbers reflect a one for two reverse stock split that was effective
on April 3, 1996.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 5 of 8 Pages
(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. 559092-40-8 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. 559092-40-8 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. 559092-40-8 Page 8 of 8 Pages
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment No. 19 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
------------------------------- ----------------------------------
Date William A. Fresh, General Partner
