UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
September 26, 1994
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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. 559092-30-9 Page 2 of 9 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
805,117 (which includes currently exercisable Warrants
to purchase 216,668 shares and reflects a 1 for 30
reverse stock split that was effective September 26,
NUMBER OF 1994)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 166,667 (which reflects a 1 for 30 reverse stock split
REPORTING that was effective September 26, 1994)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
805,117 (which includes currently exercisable Warrants
to purchase 216,668 shares and reflects a 1 for 30
reverse stock split that was effective September 26,
1994)
10 SHARED DISPOSITIVE POWER
166,667 (which reflects a 1 for 30 reverse stock split
that was effective September 26, 1994)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
971,784 (which includes currently exercisable Warrants to purchase
216,668 shares and reflects a 1 for 30 reverse stock split that was
effective September 26, 1994)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.6%
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 9 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 166,667 (which reflects a 1 for 30 reverse stock split
REPORTING that was effective September 26, 1994)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
166,667 (which reflects a 1 for 30 reverse stock split
that was effective September 26, 1994)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,667 (which reflects a 1 for 30 reverse stock split that was
effective September 26, 1994)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.4%
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 9 Pages
This Amendment No. 11 to the Schedule 13D of William A. Fresh and WAF
Investment Company corrects Amendment No. 10 to the Schedule 13D of William A.
Fresh and WAF Investment Company that was filed on October 5, 1994 and 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, and Amendments Nos. 3, 4,
5, 6, 7, 8 and 9 thereto filed on May 24, 1994.
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
Item 2 is hereby amended and restated as follows:
(a) Name: The persons filing this Schedule are William A. Fresh
("Fresh") and WAF Investment Company, a Utah limited partnership ("WAF")
(collectively, the "Reporting Persons"), of which Fresh is a general
partner. Pursuant to General Instruction C to Schedule 13D, information
will be given herein with respect to Reva Luana Fresh ("R. Fresh") who
is also a general partner of WAF.
(b) Address: Fresh's and R. Fresh's residence address and WAF's
business address are 2238 East Gambel Oak Drive, Sandy, Utah 84092.
(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: Fresh is chairman of the board,
president, chief executive officer and a director of the Issuer. WAF is
in the business of subdividing and development of real property. R.
Fresh is not employed other than as a general partner of WAF.
(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
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SCHEDULE 13D
CUSIP No. 559092-30-9 Page 5 of 9 Pages
(f) Citizenship: Fresh and R. Fresh are United States citizens. WAF
is a limited partnership formed under the laws of the State of Utah.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated as follows:
On February 1, 1994, Fresh loaned the sum of $25,000 to the Issuer
in exchange for which warrants were granted to Fresh by the Issuer. The
warrants expire on February 1, 2001 and were immediately exercisable for
16,667 (1) shares of the Common Stock at an exercise price of $.15/share.
The loan to the Issuer was made with personal funds of Fresh.
On August 30, 1994, Fresh used personal funds to acquire from the
Issuer 50,000 shares of the Common Stock at a purchase price of
$.30/share.
Effective September 26, 1994, Fresh converted three 10%
Convertible Debentures into 139,317 shares of the Issuer's Common Stock.
Also on September 26, 1994, the Issuer issued 232,196 shares of
Common Stock to Fresh in repayment of loans previously made by Fresh to
the Issuer.
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 for investment purposes.
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 September 26, 1994, Fresh had beneficial ownership of
971,784 shares of the Common Stock, which (i) included 216,668 shares
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(1) All numbers of shares give effect to a reverse split of the outstanding
common stock of the Issuer on the basis of one share for each 30 shares out-
standing, which reverse split was effective on September 26, 1994.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-30-9 Page 6 of 9 Pages
underlying then exercisable warrants, and (ii) represented 34.6% of the
outstanding shares of the Common Stock. Of these 971,784 shares, WAF
and R. Fresh, as a general partner of WAF, had beneficial ownership of
166,667 shares of the Common Stock, which represented 6.4% of the
outstanding shares of the Common Stock.
(b) As of September 26, 1994, Fresh had sole power to vote,
direct the vote, dispose of or direct the disposition of 805,117 shares
of the Common Stock, which included the shares underlying the warrants.
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
166,667 shares of the Common Stock.
(c) On August 30, 1994, Fresh acquired from the Issuer 50,000
shares of the Common Stock at a price of $.30/share.
Effective September 26, 1994, Fresh converted three 10%
Convertible Debentures into 139,317 shares of the Issuer's Common Stock.
Also on September 26, 1994, the Issuer issued 232,196 shares
of the Common Stock to Fresh in repayment of loans previously made by
Fresh to the Issuer.
(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 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.
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 8 of 9 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 9 of 9 Pages
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment No. 11 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
