OMB APPROVAL
------------
OMB Number 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response.......14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 (Revised) )*
Magellan Technology, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.0001 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
559092-30-9
------------------------------
(CUSIP Number)
Richard G. Brown, Esq.
Parr, Waddoups, Brown, Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111
(801) 532-7840
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 26, 1994
- --------------------------------------------------------------------------------
(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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (10-97) Page 1 of 5
<PAGE>
CUSIP No. 559092-30-9 Page 2 of 5 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Richard I. Winwood
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
PF
- --------------------------------------------------------------------------------
5 Check 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
662,811 (includes 141,667 shares underlying
currently exercisable warrants; reflects a
1 for 30 reverse stock split that was
effective on September 26, 1994)
Number of ---------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially
Owned by -0-
Each ---------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person
With 662,811 (includes 141,667 shares underlying
currently exercisable warrants; reflects a
1 for 30 reverse stock split that was
effective on September 26, 1994)
---------------------------------------------------------------
10 Shared Dispositive Power
-0-
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
662,811 (includes 141,667 shares underlying currently exercisable
warrants; reflects a 1 for 30 reverse stock split that was
effective on September 26, 1994)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
24.2%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 559092-30-9 Page 3 of 5 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
This Revised Amendment No. 3 to the Schedule 13D of Richard I. Winwood
amends and supplements, and should be read in conjunction with, the Schedule 13D
filed on May 27, 1994, Amendment No. 1 thereto filed on October 5, 1994,
Amendment No. 2 thereto filed on February 7, 1995 and Amendment No. 3 thereto
filed on or about March 29, 1995. This revision is being filed to include 66,667
shares beneficially owned by Richard I. Winwood as of September 26, 1994, which
shares were inadvertently not included in Amendment No. 3 to the Schedule 13D.
- --------------------------------------------------------------------------------
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: Richard I. Winwood (the "Reporting Person")
(b) Business address for the Reporting Person: 7069 South Highland
Drive, Suite 100, Salt Lake City, UT 84121
(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: President of Winwood Consulting,
Inc., a consulting firm located at 7069 South Highland Drive, Suite
100, Salt Lake City, UT 84121
(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: United States
<PAGE>
CUSIP No. 559092-30-9 Page 4 of 5 Pages
SCHEDULE 13D
Item 3. Source and Amount of Funds or Other Consideration
Effective September 26, 1994, 521,1441 shares of the Issuer's common
stock were held by the Reporting Person. Of these shares, (i) 45,447
shares were issued to the Reporting Person on July 1, 1994 upon conversion
of a 10% Secured Convertible Debenture that had been granted by the Issuer
to the Reporting Person in June 1993 as consideration for a $25,000 loan
made by the Reporting Person to the Issuer, (ii) 409,030 shares were
issued to the Reporting Person on July 1, 1994 as repayment of additional
loans made by the Reporting Person to the Issuer and (iii) 66,667 shares
were purchased by the Reporting Person from the Issuer on August 30, 1994
in a private transaction at a price of $.30/share. The source of the funds
used by the Reporting Person to purchase the shares from the Issuer was
the personal funds of the Reporting Person.
Item 4. Purpose of Transaction
All shares acquired in the transactions described in Item 3 above
were acquired for investment purposes. The Reporting Person reserves the
right to purchase additional shares of the Common Stock or to dispose of
shares of the Common Stock in the open market, in privately negotiated
transactions or in any other lawful manner in the future. Except as
described above, the Reporting Person presently has 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 the Reporting Person as of September 26, 1994 was 662,811
shares, which included (i) warrants which were then exercisable for
141,667 shares of the Common Stock and (ii) represented 24.2% of the
outstanding shares of the Common Stock.
(b) As of September 26, 1994, the Reporting Person had the sole power to
vote, direct the vote, dispose and direct the disposition of 662,811
shares of the Common Stock.
(c) See Item 3 above
(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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
- --------------------------------
1 All numbers of shares give effect to a reverse split of the outstanding
common stock of the Issuer on the basis of one share for each 30 shares
outstanding, which reverse split was effective on September 26, 1994.
<PAGE>
CUSIP No. 559092-30-9 Page 5 of 5 Pages
SCHEDULE 13D
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, 1998 /s/ RICHARD I. WINWOOD
- ---------------------------------- --------------------------------------
Date Richard I. Winwood
