UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22 )*
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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, 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 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 10 SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William A. Fresh
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
1,338,636 (includes 700 shares underlying currently
NUMBER OF exercisable options and 203,338 shares
SHARES underlying currently exercisable warrants)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,111,332 (includes 15,000 shares underlying currently
REPORTING exercisable warrants)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,338,636 (includes 700 shares underlying currently
exercisable options and 203,338 shares
underlying currently exercisable warrants)
10 SHARED DISPOSITIVE POWER
2,111,332 (includes 15,000 shares underlying currently
exercisable warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,449,968 (includes 700 shares underlying currently exercisable
options and 218,338 shares underlying currently
exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.9%
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 10 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reva Luana Fresh
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
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,111,332 (includes 15,000 shares underlying currently
REPORTING exercisable warrants)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,111,332 (includes 15,000 shares underlying currently
exercisable warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,111,332 (includes 15,000 shares underlying currently exercisable
warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.5%
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. 559092-40-8 Page 4 of 10 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 868,000 (includes 15,000 shares underlying currently
REPORTING exercisable warrants)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
868,000 (includes 15,000 shares underlying currently
exercisable warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
868,000 (includes 15,000 shares underlying currently
exercisable warrants)
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. 559092-40-8 Page 5 of 10 Pages
This Amendment No. 22 to the Schedule 13D of William A. Fresh, Reva Luana
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 4, 1994, Amendment Nos. 11, 12, 13,
14, 15, 16, 17, 18, 19 and 20 thereto filed on February 24, 1997, and Amendment
No. 21 thereto filed on May 8, 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 Office: 13526 South 110 West,
Draper, UT 84020
Item 2. Identity and Background
(a) Name: William A. Fresh ("WA Fresh")
Reva Luana Fresh ("RL Fresh")
WAF Investment Company ("WAF")
(b) Residence address for WA Fresh and RL Fresh and business address for
WAF:
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:
WA Fresh is the Chief Executive Officer and Chairman of the
Board of the Issuer;
RL Fresh is not employed outside of the home; and
WAF is in the business of investments.
(d) Whether or not, during the last five years, such person has 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 person was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
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 of WA Fresh and RL Fresh: United States
Citizenship of WAF: Utah
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 6 of 10 Pages
Item 3. Source and Amount of Funds or Other Consideration
On September 1, 1997, the Issuer granted to WA Fresh warrants
to purchase 50,000 shares of the Common Stock in exchange for
guaranteeing a line of credit extended to the Issuer. On the same
date, the Issuer granted to WA Fresh additional warrants to purchase
60,000 shares of the Common Stock in exchange for loaning $400,000
to the Issuer. The source of the funds loaned to the Issuer was
personal funds of WA Fresh. WA Fresh has transferred 15,000 of such
warrants to WAF. No consideration was paid by WAF for such warrants.
Item 4. Purpose of Transaction
On September 1, 1997, the Issuer granted warrants exercisable
for a total of 110,000 shares of the Common Stock to WA Fresh for the
purposes stated in Item 3 above. Of such warrants, WA Fresh
transferred 15,000 warrants to WAF for investment purposes.
WA Fresh, RL Fresh and WAF reserve the right to purchase
additional securities of the Issuer or to dispose of such securities
in the open market, in privately negotiated transactions or in any
other lawful manner in the future. Except as described above,
WA Fresh, RL Fresh and WAF 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 WA Fresh is 3,449,968 shares, which includes (i) 1,034,598 shares
of the Common Stock held by WA Fresh in his own name, (ii) 50,000
shares of the Common Stock held by WA Fresh and RL Fresh as the
trustees of The Reva Luana Fresh Family Living Trust, (iii) 203,338
shares of the Common Stock underlying currently exercisable warrants
held by WA Fresh, (iv) 700 shares of the Common Stock underlying
currently exercisable options held by WA Fresh, (v) 853,000 shares
of the Common Stock held by WAF of which WA Fresh and RL Fresh are
the general partners, (vi) 1,133,332 shares of the Common Stock held
by RL Fresh, over which WA Fresh, by virtue of his spousal
relationship with RL Fresh, may be deemed to share voting and
investment power, (vii) 60,000 shares of the Common Stock held by
RL Fresh as Custodian for two family members, over which WA Fresh,
by virtue of his spousal relationship with RL Fresh, may be deemed
to share voting and investment power, (viii) 100,000 shares held by
the William A. Fresh and Reva Luana Fresh Charitable Remainder Trust
(the "Charitable Remainder Trust") and (ix) 15,000 shares of the
Common Stock underlying currently exercisable warrants held in the
name of WAF. The 3,449,968 shares of the Common Stock represent 24.9%
of the outstanding shares of the Issuer.
The aggregate number of shares of the Common Stock beneficially owned
by RL Fresh is 2,111,332 shares, which includes (i) 853,000 shares of
the Common Stock held by WAF, of which WA Fresh and RL Fresh are the
general partners, (ii) 1,133,332 shares of the Common Stock held by
RL Fresh in her own name, (iii) 60,000 shares of the Common Stock held
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 7 of 10 Pages
by RL Fresh as Custodian for two family members, (iv) 50,000 shares of
the Common Stock held by RL Fresh and WA Fresh as the trustees of
The Reva Luana Fresh Family Living Trust and (v) 15,000 shares of the
Common Stock underlying currently exercisable warrants held in the
name of WAF. The 2,111,332 shares of the Common Stock represent
15.5% of the outstanding shares of the Issuer.
The aggregate number of shares of the Common Stock beneficially owned
by WAF is 868,000 shares, of which 15,000 shares underlie currently
exercisable warrants. Such securities represent 6.4% of the
outstanding shares of the Issuer.
(b) WA Fresh has the sole power to vote, direct the vote, dispose and
direct the disposition of (i) the 1,034,598 shares of the Common
Stock held in his own name, (ii) the 203,338 shares of the Common
Stock underlying currently exercisable warrants held by WA Fresh,
(iii) the 700 shares of the Common Stock underlying currently
exercisable options held by WA Fresh and (iv) the 100,000 shares
held by the Charitable Remainder Trust.
Due to their spousal relationship, WA Fresh may be deemed to share
with RL Fresh the power to vote, direct the vote, dispose of and
direct the disposition of (i) the 1,133,332 shares of the Common Stock
held in the name of RL Fresh and (ii) the 60,000 shares of the Common
Stock held by RL Fresh as Custodian for two family members. In
addition, WA Fresh and RL Fresh, as the general partners of WAF,
share the power to vote, direct the vote, dispose and direct the
disposition of (i) the 853,000 shares of the Common Stock held in
the name of WAF and (ii) the warrants to purchase 15,000 shares of
the Common Stock, which warrants are held in the name of WAF.
Lastly, WA Fresh and RL Fresh, as the trustees of The Reva Luana
Fresh Family Living Trust, share the power to vote, direct the vote,
dispose and direct the disposition of the 50,000 shares held in the
name of such trust. Neither RL Fresh nor WAF have the sole power to
vote, direct the vote, dispose or direct the disposition of any
shares of the Common Stock.
(c) See Item 3 and Item 4 above.
In addition, on August 1, 1997, the Charitable Remainder Trust
acquired 50,000 shares of the Common Stock from another shareholder
of the Issuer, in a private transaction, at a price of $.375/share.
(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
above-discussed shares 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 8 of 10 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.
October 22, 1997 /s/ RICHARD G. BROWN
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Date William A. Fresh by Richard G. Brown,
Attorney-in-Fact pursuant to a Power
of Attorney dated November 7, 1996, a
manually signed copy of which is on
file with the Commission and
incorporated herein by this reference
October 22, 1997 /s/ RICHARD G. BROWN
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Date Reva Luana Fresh, by Richard G. Brown,
Attorney-in-Fact pursuant to a Power
of Attorney dated November 7, 1996, a
copy of which is on file with the
Commission and incorporated herein by
this reference
WAF Investment Company,
a Utah limited partnership
October 22, 1997 By:/s/ RICHARD G. BROWN
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Date William A. Fresh, General Partner, by
Richard G. Brown, Attorney-in-Fact
pursuant to a Power of Attorney dated
February 14, 1997, a copy of which
is on file with the Commission and
incorporated herein by this reference
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 9 of 10 Pages
INDEX TO EXHIBITS
Exhibit Description
- ------------ --------------------------------------------------------------
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 10 of 10 Pages
EXHIBIT A
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AGREEMENT
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Each of the undersigned agrees that this Amendment No. 22 to Schedule 13D
relating to equity securities of Magellan Technology, Inc. shall be filed on
behalf of the undersigned.
October 22, 1997 /s/ RICHARD G. BROWN
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Date William A. Fresh by Richard G. Brown,
Attorney-in-Fact pursuant to a Power
of Attorney dated November 7, 1996, a
manually signed copy of which is on
file with the Commission and
incorporated herein by this reference
October 22, 1997 /s/ RICHARD G. BROWN
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Date Reva Luana Fresh, by Richard G. Brown,
Attorney-in-Fact pursuant to a Power
of Attorney dated November 7, 1996, a
copy of which is on file with the
Commission and incorporated herein by
this reference
WAF Investment Company,
a Utah limited partnership
October 22, 1997 By:/s/ RICHARD G. BROWN
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Date William A. Fresh, General Partner, by
Richard G. Brown, Attorney-in-Fact
pursuant to a Power of Attorney dated
February 14, 1997, a copy of which
is on file with the Commission and
incorporated herein by this reference
