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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23 )*
----
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.
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)
February 27, 1998
-----------------------------------------------------------------
(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 10
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
William A. Fresh
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x]
(b) [_]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
2,423,168 (includes 250,900 shares underlying
currently exercisable options and 95,000
shares underlying currently exercisable
warrants)
Number of
Shares ----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
Each 2,642,998 (includes 65,392 shares underlying currently
Reporting exercisable warrants)
Person ----------------------------------------------------------------
With 9 Sole Dispositive Power
2,423,168 (includes 250,900 shares underlying
currently exercisable options and 95,000
shares underlying currently exercisable
warrants)
----------------------------------------------------------------
10 Shared Dispositive Power
2,642,998 (includes 65,392 shares underlying currently
exercisable warrants)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,066,166 (includes 250,900 shares underlying currently exercisable
options and 160,392 shares underlying currently exercisable
warrants)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
34.1%
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14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only)
Reva Luana Fresh
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
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
-0-
Number of ----------------------------------------------------------------
Shares 8 Shared Voting Power
eneficially
Owned by 2,642,998 (includes 65,392 shares underlying currently
Each exercisable warrants)
Reporting ----------------------------------------------------------------
Person
With 9 Sole Dispositive Power
-0-
----------------------------------------------------------------
10 Shared Dispositive Power
2,642,998 (includes 65,392 shares underlying currently
exercisable warrants)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,642,998 (includes 65,392 shares underlying currently exercisable
warrants)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.2%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 4 of 10 Pages
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
WAF Investment Company
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5 Check 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
-0-
Number of ---------------------------------------------------------------
Shares 8 Shared Voting Power
eneficially
Owned by 1,399,666 (includes 65,392 shares underlying currently
Each exercisable warrants)
Reporting ---------------------------------------------------------------
Person 9 Sole Dispositive Power
With
-0-
---------------------------------------------------------------
10 Shared Dispositive Power
1,399,666 (includes 65,392 shares underlying currently
exercisable warrants)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,399,666 (includes 65,392 shares underlying currently exercisable
warrants)
- --------------------------------------------------------------------------------
12 Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
9.6%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 5 of 10 Pages
- --------------------------------------------------------------------------------
This Amendment No. 23 to the Schedule 13D of William A. Fresh, Reva Luana Fresh
and WAF Investment Company amends and supplements, and should be read in
conjunction with, the Schedule 13D filed on October 1, 1992, Amendment No. 1
thereto filed on December 9, 1992, Amendment No. 2 thereto filed on February 9,
1993, Amendment Nos. 3, 4, 5, 6, 7, 8 and 9 thereto filed on May 24, 1994,
Amendment No. 10 thereto filed on October 4, 1994, Amendment Nos. 11, 12, 13,
14, 15, 16, 17, 18, 19 and 20 thereto filed on February 24, 1997, Amendment No.
21 thereto filed on May 8, 1997, Revised Amendment No. 21 thereto filed on
February 18, 1998, Amendment No. 22 thereto filed on December 10, 1997 and
Revised Amendment No. 22 thereto filed on February 18, 1998.
- --------------------------------------------------------------------------------
Item 1. Security and Issuer
(a) Title of Class of Equity Securities: Common Stock, $0.0001 par
value (the "Common Stock")
(b) Name of Issuer: Magellan Technology, Inc. (the "Issuer")
(c) Address of Issuer's Principal Executive Office: 13526 South
110 West, Draper, UT 84020
Item 2. Identity and Background
(a) Name: William A. Fresh ("WA Fresh")
Reva Luana Fresh ("RL Fresh")
WAF Investment Company ("WAF")
(b) Residence address for WA Fresh and RL Fresh and business
address for WAF:
2238 East Gambel Oak Drive, Sandy, Utah 84092
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted:
WA Fresh is the Chief Executive Officer and Chairman
of the Board of the Issuer; RL Fresh is not employed
outside of the home; and WAF is in the business of
investments.
(d) Whether or not, during the last five years, such person has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and, if so, give the
dates, nature of conviction, name and location of court, and
penalty imposed, or other disposition of the case: None
(e) Whether or not, during the last five years, such person was a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws; and,
if so, identify and describe such proceedings and summarize
the terms of such judgment, decree or final order: None
(f) Citizenship of WA Fresh and RL Fresh: United States
Citizenship of WAF: Utah
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 6 of 10 Pages
Item 3. Source and Amount of Funds or Other Consideration
On February 27, 1998, 466,666 shares were issued by the Issuer
to WA Fresh, 466,666 shares were issued by the Issuer to WAF and
266,666 shares were issued by the Issuer to Orem Tek Development Corp
("Orem Tek") upon conversion of notes held by WA Fresh, WAF and Orem
Tek, which notes were payable by the Issuer. Orem Tek is a corporation
of which WA Fresh is a director and the majority shareholder. The
conversion rate was $.75 per share. The interest due on such notes was
applied to the exercise price of (i) warrants to purchase 108,338
shares of the Issuer's common stock, which warrants were held by WA
Fresh and (ii) warrants to purchase 14,608 shares of the Issuer's
common stock, which warrants were held in the name of WAF. The exercise
price of the warrants held by WA Fresh was $.30 per share and the
exercise price of the warrants held by WAF was $.37/share.
Item 4. Purpose of Transaction
See Item 3 above. All shares acquired in the transactions
described in Item 3 above were acquired for investment purposes.
WA Fresh, RL Fresh and WAF reserve the right to purchase
additional securities of the Issuer or to dispose of such securities in
the open market, in privately negotiated transactions or in any other
lawful manner in the future. Except as described above, WA Fresh, RL
Fresh and WAF presently have no plans or proposals which relate to or
would result in any action enumerated in subparagraphs (a) through (j)
of the instructions for Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of the Common Stock
beneficially owned by WA Fresh is 5,066,166 shares, which
includes (i) 1,585,602 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) 95,000 shares of the
Common Stock underlying currently exercisable warrants held by
WA Fresh, (iv) 250,900 shares of the Common Stock underlying
currently exercisable options held by WA Fresh, (v) 1,334,274
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
the benefit of two family members, over which WA Fresh, by
virtue of his spousal relationship with RL Fresh, may be
deemed to share voting and investment power, (viii) 150,000
shares held by the William A. Fresh and Reva Luana Fresh
Charitable Remainder Trust (the "Charitable Remainder Trust"),
(ix) 65,392 shares of the Common Stock underlying currently
exercisable warrants held in the name of WAF, (x) 75,000
shares of the Common Stock held by WA Fresh as Custodian for
the benefit of a family member and (xi) 266,666 shares held in
the name of Orem Tek. The 5,066,166 shares of the Common Stock
represent 34.1% of the outstanding shares of the Issuer.
The aggregate number of shares of the Common Stock
beneficially owned by RL Fresh is 2,642,998 shares, which
includes (i) 1,334,274 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 the benefit of two family members, (iv)
50,000 shares of the Common Stock held by RL Fresh and WA
Fresh as the trustees of The Reva Luana Fresh Family Living
Trust and (v) 65,392 shares of the Common Stock underlying
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 7 of 10 Pages
currently exercisable warrants held in the name of WAF. The
2,642,998 shares of the Common Stock represent 18.2% of the
outstanding shares of the Issuer.
The aggregate number of shares of the Common Stock
beneficially owned by WAF is 1,399,666 shares, of which 65,392
shares underlie currently exercisable warrants. Such
securities represent 9.6% 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 1,585,602 shares of the
Common Stock held in his own name, (ii) the 95,000 shares of
the Common Stock underlying currently exercisable warrants
held in his own name, (iii) the 250,900 shares of the Common
Stock underlying currently exercisable options held in his own
name, (iv) the 150,000 shares held by the Charitable Remainder
Trust, (v) the 75,000 shares held by WA Fresh as Custodian for
the benefit of a family member and (vi) the 266,666 shares
held in the name of Orem Tek.
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 the benefit of two family members. In addition,
WA Fresh and RL Fresh, as the general partners of WAF, share
the power to vote, direct the vote, dispose and direct the
disposition of (i) the 1,334,274 shares of the Common Stock
held in the name of WAF and (ii) the warrants to purchase
65,392 shares of the Common Stock, which warrants are held in
the name of WAF. Lastly, WA Fresh and RL Fresh, as the
trustees of The Reva Luana Fresh Family Living Trust, share
the power to vote, direct the vote, dispose and direct the
disposition of the 50,000 shares held in the name of such
trust. Neither RL Fresh nor WAF have the sole power to vote,
direct the vote, dispose or direct the disposition of any
shares of the Common Stock.
(c) See Item 3 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
Attached hereto as Exhibit A is the written agreement relating
to the filing of a joint statement as required by Rule
13d-1(f) under the Securities Exchange Act of 1934.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 8 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
June 6, 1998 /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
June 6, 1998 /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
June 6, 1998 By:/s/ RICHARD G. BROWN
- ---------------------------- ---------------------- --------------------
Date William A. Fresh, General Partner, by Richard
G. Brown, Attorney-in-Fact pursuant to a Power
of Attorney dated February 14, 1997, a copy of
which is on file with the Commission and
incorporated herein by this reference
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 9 of 10 Pages
INDEX TO EXHIBITS
Exhibit Description
- ------------------------- ------------------------------------------------
A Written agreement relating to the filing of a
joint statement as required by Rule 13d-1(f)
under the Securities Exchange Act of 1934.
<PAGE>
SCHEDULE 13D
CUSIP No. 559092-40-8 Page 10 of 10 Pages
EXHIBIT A
---------
AGREEMENT
---------
Each of the undersigned agrees that this Amendment No. 23 to Schedule
13D relating to equity securities of Magellan Technology, Inc. shall be filed on
behalf of the undersigned.
June 6, 1998 /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
June 6, 1998 /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
June 6, 1998 By:/s/ RICHARD G. BROWN
- ---------------------------- ----------------------------------------------
Date William A. Fresh, General Partner, by Richard
G. Brown, Attorney-in-Fact pursuant to a Power
of Attorney dated February 14, 1997, a copy of
which is on file with the Commission and
incorporated herein by this reference
