UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21 )*
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
--------------
(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)
April 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*
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 1,168,636
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 2,096,332
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,168,636
10 SHARED DISPOSITIVE POWER
2,096,332
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,264,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.8%
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
REPORTING 2,096,332
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,096,332
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,096,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.4%
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*
WC
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
REPORTING 853,000
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
853,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.3%
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 5 of 10 Pages
This Amendment No. 21 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 and Amendment Nos. 11, 12,
13, 14, 15, 16, 17, 18, 19 and 20 filed on February 24, 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
(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 April 1, 1997, WAF acquired 53,000 shares of the Common Stock
from another shareholder of the Issuer (the "Seller"), in a private
transaction, at a purchase price of $.37/share.
Item 4. Purpose of Transaction
On April 1, 1997, WAF entered into a Stock Purchase and Sale
Agreement (the "Agreement") with the Seller. Pursuant to the terms of
the Agreement, WAF purchased 53,000 shares of the Common Stock from the
Seller. The shares of the Common Stock acquired by WAF were acquired
for investment purposes.
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) The aggregate number of shares of the Common Stock beneficially
owned by WA Fresh is 3,264,968 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) 108,338 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 and (viii) 25,000 shares held by the William A.
Fresh and Reva Luana Fresh Charitable Remainder Trust (the
"Charitable Remainder Trust"). The 3,264,968 shares of the Common
Stock represent 23.8% of the outstanding shares of the Issuer.
The aggregate number of shares of the Common Stock beneficially
owned by RL Fresh is 2,096,332 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 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 2,096,332 shares of the Common Stock represent
15.4% of the outstanding shares of the Issuer.
The aggregate number of shares of the Common Stock beneficially
owned by WAF is 853,000 shares, which represent 6.3% 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 108,338 shares of the Common
Stock underlying currently exercisable warrants held by WA Fresh,
(iii) the 700 shares of the Common Stock underlying currently
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 7 of 10 Pages
exercisable options held by WA Fresh and (iv) the 25,000 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 the 853,000 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, 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) On February 10, 1997, the Charitable Remainder Trust entered into
a separate Stock Purchase and Sale Agreement with another
shareholder of the Issuer. Pursuant to the terms of such Stock
Purchase and Sale Agreement, the Charitable Remainder Trust
purchased 25,000 shares of the Common Stock from such shareholder
on each of February 10, 1997 and May 1, 1997 and will purchase
another 25,000 shares of the Common Stock from such shareholder on
each of August 1, 1997 and November 1, 1997.
On April 1, 1997, WAF entered into the Agreement with the Seller.
Pursuant to the terms of the Agreement, WAF purchased 53,000
shares of the Common Stock from the Seller.
(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
On February 10, 1997, the Charitable Remainder Trust entered into
a separate Stock Purchase and Sale Agreement with another
shareholder of the Issuer. Pursuant to the terms of such Stock
Purchase and Sale Agreement, the Charitable Remainder Trust
purchased 25,000 shares of the Common Stock from such shareholder
on each of February 10, 1997 and May 1, 1997 and will purchase
another 25,000 shares of the Common Stock from such shareholder on
each of August 1, 1997 and November 1, 1997.
On April 1, 1997, WAF entered into the Agreement with the Seller.
Pursuant to the terms of the Agreement, WAF purchased 53,000
shares of the Common Stock from the Seller.
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 Stock Purchase and
Sale Agreement dated February 10, 1997.
Attached hereto as Exhibit C is a copy of the Stock Purchase and
Sale Agreement dated April 1, 1997.
<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.
May 5, 1997 /s/ RICHARD G. BROWN
- --------------------------------- ------------------------------------
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
May 5, 1997 /s/ RICHARD G. BROWN
- --------------------------------- ------------------------------------
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
May 5, 1997 By:/s/ RICHARD G. BROWN
- --------------------------------- ------------------------------------
Date Richard G. Brown, Attorney-in-Fact
pursuant to a Power of Attorney
dated February 14, 1997, a copy of
which is filed herewith 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.
B Stock Purchase and Sale Agreement dated February 10, 1997.
C Stock Purchase and Sale Agreement dated April 1, 1997.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 10 of 10 Pages
EXHIBIT A
AGREEMENT
Each of the undersigned agrees that this Amendment No. 21 to Schedule
13D relating to equity securities of Magellan Technology, Inc. shall be filed
on behalf of the undersigned.
May 5, 1997 /s/ RICHARD G. BROWN
- --------------------------------- ------------------------------------
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
May 5, 1997 /s/ RICHARD G. BROWN
- --------------------------------- ------------------------------------
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
May 5, 1997 By:/s/ RICHARD G. BROWN
- --------------------------------- ------------------------------------
Date Richard G. Brown, Attorney-in-Fact
pursuant to a Power of Attorney
dated February 14, 1997, a copy of
which is filed herewith and
incorporated herein by this reference
<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
<PAGE>
EXHIBIT C
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT is made as of April 1, 1997, by
and among The Reginald Hughes Family Limited Partnership ("Hughes") and those
purchasers whose names and addresses appear on the signature page of this
Agreement, 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 Hughes agrees
to sell to Purchasers 100,000 shares of the Common Stock ("Shares") of
Magellan Technology, Inc. ("Magellan") at a purchase price of $.37 per Share,
allocated among Purchasers as set forth on the signature page.
1.2 Closings. The purchase and sale of the Shares shall take
place at the offices of Kimball, Parr, Waddoups, Brown & Gee on April 1, 1997,
or at such other time and place as Hughes and the Purchasers mutually agree
upon (the "Closing"). At the Closing, Hughes shall deliver to Purchasers
certificates representing the number of Shares which each Purchaser is
purchasing against delivery to Hughes by Purchasers of cash or a certified
bank cashier's or other check reasonably acceptable to Hughes for the purchase
price.
2. Representations and Warranties of the Company. Hughes hereby
represents and warrants to Purchasers that:
2.1 Incorporation. Hughes is a limited partnership duly
organized and validly existing under the laws of the State of Utah 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 action on the part of Hughes and its
General Partner necessary for the authorization, execution, delivery and
performance of all obligations of Hughes under this Agreement and for the
authorization, sale and delivery of the Shares being sold hereunder has been
or shall be taken prior to the Closing, and this Agreement, when executed and
delivered, shall constitute a valid and legally binding obligation of Hughes.
2.3 No liens. All of the Shares are owned solely by Hughes and
have not been pledged, hypothecated or otherwise subjected to any claim, lien,
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. Hughes acknowledges, agrees and represents
that it, through its General Partner, Reginald L. Hughes, is fully informed
with respect to the business, financial condition and business prospects of
Magellan, of which Reginald L. Hughes is a director and chief financial
<PAGE>
officer, including without limitation, the business, financial condition and
business prospects of SkyHook Technologies, Inc. ("SkyHook"), a wholly owned
subsidiary of Magellan of which Reginald L. Hughes is an officer and director.
Hughes further acknowledges, agrees and represents that the decision to sell
the Shares is a result of pressing and immediate personal financial
circumstances and is not based upon any solicitation or representation by
Purchasers or any other person. Hughes also acknowledges, agrees and
represents that the price to be paid by Purchasers for the Shares is based
upon arms length negotiations between Hughes and the Purchasers which were
initiated by Hughes. Finally, Hughes 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 Hughes that 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.
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 his 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 his own account and not with a view to the sale or distribution of any
part thereof, and that he has no present intention of selling or otherwise
distributing the same, but subject, nevertheless, to any requirement of law
that the disposition of his property shall at all times be within his control.
By executing this Agreement, each Purchaser further represents he 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 he make a
disposition of any of the Shares unless the Shares shall have been registered
under the Act or until (i) he shall have notified Magellan with a statement of
the circumstances surrounding the proposed disposition and (ii) he shall have
furnished Magellan with an opinion of counsel reasonably satisfactory to
Magellan to the effect that (A) such disposition will not require registration
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 he is able to fend for
himself 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 his 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 he desires
to sell any of the Shares, he may be required to hold such Shares for an
indeterminate period. Each Purchaser also acknowledges that he understands
2
<PAGE>
that any sale of the Shares which might be made by him 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.
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 Hughes and Purchasers contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and the Closing
hereunder.
3
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
THE REGINALD HUGHES FAMILY LIMITED
PARTNERSHIP
By /s/ REGINALD L. HUGHES
-------------------------------------
Reginald L. Hughes, General Partner
THE WILLIAM A. FRESH INVESTMENT
COMPANY
By /s/ WILLIAM A. FRESH
-------------------------------------
William A. Fresh, President
Address: 2238 East Gambel Oak Drive
Sandy, Utah 84092
No. of Shares: 53,000
/s/ DOUGLAS M. ANGUS
-------------------------------------
Douglas M. Angus
Address: 589 East 2150 West
Bountiful, Utah 84010
No. of Shares: 20,000
/s/ BLAIR K. BLACKER
-------------------------------------
Blair K. Blacker
Address: c/o SkyHook Technologies, Inc.
1216 South 1580 West, Suite B
Orem, Utah 84058
No. of Shares: 13,500
/s/ IRVING MONCLOVA
-------------------------------------
Irving MonClova
Address: 1064 Heather Gate Court
Lexington, Kentucky 40511
No. of Shares: 13,500
4
<PAGE>
MAGELLAN TECHNOLOGY, INC.
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5 and Schedule 13G and Schedule 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints Richard G. Brown signing singly, its true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5
(including any amendments thereto) which may be required to be
filed in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder and (ii) Schedules 13G and
13D (including any amendments thereto) which may be required to be
filed in accordance with Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934 and the rules thereunder as a
result of the undersigned's ownership of or transactions in
securities of Magellan Technology, Inc.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form 3, 4 or 5 or Schedule 13G or 13D and
the timely filing of such form with the United States Securities
and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of any such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by each such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-
in-fact may approve in his discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 or Section 13 of the
Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 14th day of February, 1997.
WAF Investment Company, a Utah limited
partnership
/s/ WILLIAM A. FRESH
--------------------------------------
By: William A. Fresh, General Partner
