UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
Magellan Technology, Inc.
- ----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.0001 Par Value
- ----------------------------------------------------------------------------
(Title of Class of Securities)
559092-40-8
--------------------
(CUSIP Number)
Richard G. Brown, Esq.
Kimball, Parr, Waddoups, Brown & Gee
P.O. Box 11019
Salt Lake City, UT 84147
(801) 532-7840
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 25, 1996
-------------------------------------------------------
(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 (S.S. ####-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
1,143,232 (reflects a 1 for 2 reverse stock split that
NUMBER OF was effective April 3, 1996)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,043,332 (reflects a 1 for 2 reverse stock split
REPORTING that was effective April 3, 1996)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,143,232 (reflects a 1 for 2 reverse stock split that
was effective April 3, 1996)
10 SHARED DISPOSITIVE POWER
2,043,332 (reflects a 1 for 2 reverse stock split
that was effective April 3, 1996)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,186,564 (reflects a 1 for 2 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
22.3%
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*
00
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 2,043,332 (reflects a 1 for 2 reverse stock split
REPORTING that was effective April 3, 1996)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,043,332 (reflects a 1 for 2 reverse stock split
that was effective April 3, 1996)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,043,332 (reflects a 1 for 2 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
14.4%
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 800,000 (reflects a 1 for 2 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 1 for 2 reverse stock split
that was effective April 3, 1996)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000 (reflects a 1 for 2 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
5.6%
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. 20 to the Schedule 13D of William A. Fresh, Reva Luana
Fresh and WAF Investment Company corrects Amendment No. 10 to the Schedule
13D of William A. Fresh, Reva Luana Fresh and WAF Investment Company that
was filed on November 12, 1996 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, 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 and
Amendment Nos. 11, 12, 13, 14, 15, 16, 17, 18 and 19 filed on February 21,
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: 990 West Atherton
Drive, Salt Lake City, UT 84123
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
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 6 of 10 Pages
(f) Citizenship of WA Fresh and RL Fresh: United States
Citizenship of WAF: Utah
Item 3. Source and Amount of Funds or Other Consideration
This amendment is being filed to report the issuance (i) to RL
Fresh of 1,133,332 shares of the Common Stock, (ii) of a total of
60,000 shares of the Common Stock to RL Fresh as Custodian for two
family members and (iii) of 50,000 shares of the Common Stock to The
Reva Luana Fresh Family Living Trust, of which WA Fresh and RL Fresh are
the trustees. Such shares were issued in exchange for shares of the
common stock of SkyHook Technologies, Inc. ("SkyHook") in connection
with a share exchange agreement entered into between the Issuer and
SkyHook at a rate of four shares of the Common Stock for each share of
the common stock of SkyHook.
Item 4. Purpose of Transaction
The issuances of the shares of the Common Stock to RL Fresh and
the Reva Luana Fresh Family Living Trust were in connection with a share
exchange agreement entered into between the Issuer and SkyHook, pursuant
to which the Issuer acquired all of the outstanding shares of SkyHook.
WA Fresh, RL Fresh and WAF 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, 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) As of October 25, 1996, the aggregate number of shares of the
Common Stock beneficially owned by WA Fresh was 3,186,564 shares,
which included (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) 108,334 shares of the Common Stock
underlying then exercisable warrants held by WA Fresh, (iv) 300
shares of the Common Stock underlying then exercisable options
held by WA Fresh, (v) 800,000 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 and (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. The 3,186,564 shares of the Common Stock
represented 22.3% of the outstanding shares of the Issuer.
As of October 25, 1996, the aggregate number of shares of the
Common Stock beneficially owned by RL Fresh was 2,043,332 shares,
which included (i) 800,000 shares of the Common Stock held by WAF,
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 7 of 10 Pages
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 by RL Fresh as
Custodian for two family members and (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. The 2,043,332 shares of the
Common Stock represented 14.4% of the outstanding shares of the
Issuer.
As of October 25, 1996, the aggregate number of shares of the
Common Stock beneficially owned by WAF was 800,000 shares, which
represented 5.6% of the outstanding shares of the Issuer.
(b) As of October 25, 1996, WA Fresh had 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 108,334 shares of the Common Stock underlying then exercisable
warrants held by WA Fresh and (iii) the 300 shares of the Common
Stock underlying then exercisable options held by WA Fresh.
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, shared the power to vote, direct the vote,
dispose and direct the disposition of the 800,000 shares of the
Common Stock held in the name of WAF. Lastly, WA Fresh and RL
Fresh, as the trustees of The Reva Luana Fresh Family Living Trust
(the "Trust"), shared the power to vote, direct the vote, dispose
and direct the disposition of the 50,000 shares held in the name
of the Trust. Neither RL Fresh nor WAF had the sole power to
vote, direct the vote, dispose or direct the disposition of any
shares of the Common Stock.
(c) On October 25, 1996, 1,133,332 shares of the Common Stock were
issued to RL Fresh in her own name and a total of 60,000 shares of
the Common Stock were issued to RL Fresh as Custodian for family
members who do not live with her in exchange for a total of
298,333 shares of the common stock of SkyHook in connection with a
share exchange agreement entered into between the Issuer and
SkyHook. In addition, on October 25, 1996, 50,000 shares of the
Common Stock were issued to The Reva Luana Fresh Family Living
Trust, of which WA Fresh and RL Fresh are the trustees, in
exchange for 12,500 shares of the common stock of SkyHook in
connection with the same exchange agreement.
(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.
Attached hereto as Exhibit B is a copy of the Articles of Share
Exchange of Magellan Technology, Inc. and SkyHook Technologies, Inc.
<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.
February 10, 1997 /s/ WILLIAM A. FRESH
- ---------------------------------- ------------------------------------
Date William A. Fresh
February 10, 1997 /s/ WILLIAM A. FRESH
- ---------------------------------- ------------------------------------
Date Reva Luana Fresh, by William A.
Fresh 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
WAF Investment Company,
a Utah limited partnership
February 10, 1997 By:/s/ WILLIAM A. FRESH
- ---------------------------------- ------------------------------------
Date William A. Fresh, General Partner
<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.
B Articles of Share Exchange of Magellan Technology, Inc.
and SkyHook Technologies, Inc.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 10 of 10 Pages
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment No. 20 to Schedule 13D
relating to equity securities of Magellan Technology, Inc. shall be filed on
behalf of the undersigned.
February 10, 1997 /s/ WILLIAM A. FRESH
- ---------------------------------- ------------------------------------
Date William A. Fresh
February 10, 1997 /s/ WILLIAM A. FRESH
- ---------------------------------- ------------------------------------
Date Reva Luana Fresh, by William A.
Fresh 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
WAF Investment Company,
a Utah limited partnership
February 10, 1997 By:/s/ WILLIAM A. FRESH
- ---------------------------------- ------------------------------------
Date William A. Fresh, General Partner
<PAGE>
AFTER FILING RETURN TO: Exhibit B
Richard G. Brown, Esq.
KIMBALL, PARR, WADDOUPS, BROWN & GEE
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
Telephone: (801) 532-7840
ARTICLES OF SHARE EXCHANGE
OF
MAGELLAN TECHNOLOGY, INC.
AND
SKYHOOK TECHNOLOGIES, INC.
PURSUANT TO THE PROVISIONS of Section 16-10a-1105 of the Utah Revised
Business Corporation Act (the "Utah Act"), the undersigned corporations hereby
adopt the following Articles of Share Exchange for the purpose of effecting
the acquisition by Magellan Technology, Inc., a Utah corporation (the
"Acquiring Corporation"), of all the capital stock of SkyHook Technologies,
Inc., a Utah corporation ("the Acquired Corporation"), solely in exchange for
shares of the voting common stock of the Acquiring Corporation:
FIRST: Attached hereto as Exhibit A, and incorporated herein by this
reference, is the Plan of Share Exchange (the "Plan") dated as of October 15,
1996, which was adopted by the Boards of Directors of the Acquiring
Corporation and the Acquired Corporation and executed by the Acquiring
Corporation and the Acquired Corporation.
SECOND: The number of outstanding shares of the common stock of the
Acquired Corporation is 2,065,001. All outstanding shares of the Acquired
Corporation were entitled to vote on the Plan. No other class of shares is
authorized or outstanding for the Acquired Corporation.
THIRD: Pursuant to Section 16-10a-704 of the Utah Revised Business
Corporation Act, the shareholders of the Acquired Corporation (the "SkyHook
Shareholders") approved the Plan by unanimous written consent effective as of
October 15, 1996. No approval of the shareholders of the Acquiring
Corporation was required.
EXECUTED this 25 day of October, 1996.
"Acquiring Corporation"
MAGELLAN TECHNOLOGY, INC.
/s/ Darwin D. Millet
---------------------------
Darwin D. Millet, President
ATTEST:
/s/ Lynn R. Wall
- -----------------------
Lynn R. Wall, Secretary
<PAGE>
"Acquired Corporation"
SKYHOOK TECHNOLOGIES, INC.
/s/ Donald P. Cox
------------------------
Donald P. Cox, President
ATTEST:
/s/ Reginald Hughes
- -----------------------------
Reginald L. Hughes, Secretary
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Darwin D. Millet as President of Magellan Technology, Inc., a Utah
corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 21, 1996, by
Lynn R. Wall as Secretary of Magellan Technology, Inc., a Utah corporation.
/s/ Rosalie C. Gledhill
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
April 6, 1997 Salt Lake City, Utah
- ---------------------- ---------------------------
2
<PAGE>
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Donald P. Cox as President of SkyHook Technologies, Inc., a Utah corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Reginald L. Hughes as Secretary of SkyHook Technologies, Inc., a Utah
corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
3
<PAGE>
Exhibit A
PLAN OF SHARE EXCHANGE
OF
MAGELLAN TECHNOLOGY, INC.
AND
SKYHOOK TECHNOLOGIES, INC.
THIS PLAN OF SHARE EXCHANGE (the "Plan") dated as of October 15, 1996,
is entered into by and between Magellan Technology, Inc., a Utah corporation
("Magellan") and SkyHook Technologies, Inc., a Utah corporation ("SkyHook").
W I T N E S S E T H :
A. WHEREAS, Magellan, SkyHook and the holders of all of the issued and
outstanding shares of the capital stock of SkyHook (the "SkyHook
Shareholders") entered into an Agreement and Plan of Share Exchange dated as
of October 15, 1996 (the "Agreement"), pursuant to which this Plan is
executed;
B. WHEREAS, the Boards of Directors of Magellan and SkyHook have
approved this Plan whereby Magellan shall acquire, solely for the voting stock
of Magellan, all of the issued and outstanding capital stock of Magellan; and
C. WHEREAS, the SkyHook Shareholders have approved the Plan by
unanimous written consent, pursuant to Section 16 10a 704 of the Utah Revised
Business Corporation Act.
A G R E E M E N T :
NOW, THEREFORE, in order to consummate such Plan, and in consideration
of the mutual covenants herein set forth, the parties agree as follows:
1. Share Exchange. At and on the "Effective Time," as set forth in
Section 2 below, Magellan, in exchange solely for voting shares of the common
stock, $0.0001 par value per share, of Magellan (the "Magellan Common Stock"),
will acquire all of the issued and outstanding shares of the common stock, no
par value per share, of SkyHook (the "SkyHook Common Stock") (such acquisition
and related transactions are sometimes hereinafter referred to as the "Share
Exchange").
2. Effective Time. The effective time (the "Effective Time") of the
Share Exchange shall be the time and date appropriate Articles of Share
Exchange are filed pursuant to Utah law.
<PAGE>
3. Terms and Conditions of Share Exchange. At the Effective Time:
(a) Magellan shall issue 5,673,336 shares of Magellan Common
Stock to the SkyHook Shareholders in exchange for all of the issued and
outstanding shares of SkyHook Common Stock (the shares of SkyHook Common Stock
held by Magellan prior to the Share Exchange will be cancelled), all in
accordance with the exchange ratios set forth in the Exchange Agreement; and
(b) Magellan shall substitute options to purchase shares of
Magellan Common Stock pursuant to the Magellan Option Plan for all outstanding
stock options to purchase shares of SkyHook Common Stock adjusted in
accordance with the exchange ratios set forth in the Exchange Agreement.
4. Execution. This Plan may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, Magellan and SkyHook have each executed this Plan as
of the date set forth above.
"Magellan"
MAGELLAN TECHNOLOGY, INC.
/s/ Darwin D. Millet
---------------------------
Darwin D. Millet, President
"SkyHook"
SKYHOOK TECHNOLOGIES, INC.
/s/ Donald P. Cox
---------------------------
Donald P. Cox, President
2
<PAGE>
