UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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)
August 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 9 SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 559092-40-8 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald P. Cox
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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
REPORTING 1,045,336
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,045,336
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,045,336
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.7%
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 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jacklynn Cox
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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
REPORTING 1,045,336
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,045,336
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,045,336
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.7%
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 9 Pages
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:
Donald P. Cox ("DP Cox")
Jacklynn Cox ("J Cox")
(b) Residence address:
509 South 590 East, Orem, UT 84058
(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:
DP Cox is a director of the Issuer and is self-employed.
J Cox is employed as a director of CFT Management, a Nevada
corporation ("CFT"), a family owned company, the address of
which is 2001 E. Flamingo Road, Suite 100 G, Las Vegas, NV
89119.
(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. 559092-40-8 Page 5 of 9 Pages
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration
Not applicable because the transaction involved a disposition and
not an acquisition of securities.
Item 4. Purpose of Transaction
DP Cox and J Cox are the directors of CFT. All of the outstanding
stock of CFT is held by The Cox Family Trust, a revocable trust, of
which DP Cox and J Cox are the trustees. On February 10, 1997, CFT
entered into a Stock Purchase and Sale Agreement (the "Agreement") with
Ballard Investment Company, Ltd. ("Ballard") and William A. Fresh,
Trustee of the William A. and Reva Luana Fresh Charitable Remainder
Trust dated November 25, 1996 (the "Fresh Trust") (Ballard and the Fresh
Trust are sometimes referred to collectively herein as the
"Purchasers"). Pursuant to the terms of the Agreement, CFT (i) sold
25,000 shares of the Common Stock, previously held by CFT, to each of
the Purchasers on each of February 10, 1997 and May 1, 1997 and (ii)
sold 25,000 shares of the Common Stock, previously held by CFT, to each
of the Fresh Trust and an assignee of Ballard on August 1, 1997. CFT
was to sell another 25,000 shares of the Common Stock, currently held by
CFT, to each of the Purchasers on November 1, 1997; however, the Fresh
Trust and Ballard's assignee elected to purchase such shares on August
1, 1997.
DP Cox and J Cox 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, DP Cox and J Cox
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 DP Cox and J Cox is 1,045,336 shares, which represents
7.7% of the outstanding shares of the Issuer.
(b) Neither DP Cox nor J Cox has the sole power to vote or direct the
vote or the sole power to dispose or to direct the disposition of
any shares of the Common Stock. DP Cox and J Cox share the power
to vote, direct the vote, dispose and direct the disposition of
the 1,045,336 shares of the Common Stock held in the name of CFT.
(c) Pursuant to the Agreement and the election of the Fresh Trust and
Ballard's assignee, CFT sold 50,000 shares of the Common Stock,
previously held by CFT, to each of the Fresh Trust and Ballard's
assignee on August 1, 1997. The price was $.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 1,045,336 shares of the Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 6 of 9 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Item 4.
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 Agreement.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 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.
August 11, 1997 /s/ DONALD P. COX
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Date Donald P. Cox
August 11, 1997 /s/ JACKLYNN COX
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Date Jacklynn Cox
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 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.
B Stock Purchase and Sale Agreement dated
February 10, 1997
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 9 of 9 Pages
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment No. 1 to Schedule 13D relating
to equity securities of Magellan Technology, Inc. shall be filed on behalf of
the undersigned.
August 11, 1997 /s/ DONALD P. COX
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Date Donald P. Cox
August 11, 1997 /s/ JACKLYNN COX
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Date Jacklynn Cox
<PAGE>
EXHIBIT B
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
