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OMB Number 3235-0145
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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. 5 )*
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.
Parr, Waddoups, Brown, Gee & Loveless
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)
February 27, 1998
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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).
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 6
<PAGE>
CUSIP No. 559092-40-8 Page 2 of 6 Pages
SCHEDULE 13D
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Richard I. Winwood (the "Reporting Person")
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2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) | |
(b) | |
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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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
3,681,050 (includes (i) 92,019 shares
underlying currently exercisable
warrants held in the name of
Keystone Ventures, L.C., a Utah
limited liability company of which
the Reporting Person is a member
("Keystone") and (ii) 87,500
shares underlying currently
exercisable warrants held in the
name of the Reporting Person)
Number of ---------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially
Owned by None
Each ---------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person
With 3,681,050 (includes (i) 92,019 shares
underlying currently exercisable
warrants held in the name of
Keystone and (ii) 87,500 shares
underlying currently exercisable
warrants held in the name of the
Reporting Person)
---------------------------------------------------------
10 Shared Dispositive Power
None
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,681,050(includes (i) 92,019 shares underlying currently exercisable
warrants held in the name of Keystone and (ii) 87,500 warrants
held in the name of the Reporting Person)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
| |
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13 Percent of Class Represented by Amount in Row (11)
25.2%
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14 Type of Reporting Person (See Instructions)
IN
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<PAGE>
CUSIP No. 559092-40-8 Page 3 of 6 Pages
SCHEDULE 13D
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This Amendment No. 5 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, Amendment No. 3 thereto filed on or about
March 29, 1995, revised Amendment No. 3 thereto filed on March 12, 1998 and
Amendment No. 4 thereto filed on March 12, 1998.
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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: Richard I. Winwood (the "Reporting Person")
(b) Business address: 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. 559092-40-8 Page 4 of 6 Pages
SCHEDULE 13D
Item 3. Source and Amount of Funds or Other Consideration
On February 27, 1998, 333,333 shares were issued by the Issuer
to the Reporting Person upon conversion of notes payable held by the
Reporting Person and payable by the Issuer. The conversion rate was
$.75/share. The interest due on such notes was applied to the exercise
price of warrants to purchase shares of the Issuer's common stock. The
warrants were held in the name of Keystone Ventures, L.C., a Utah
limited liability company ("Keystone"), of which the Reporting Person
is the controlling member. The exercise price of the warrants was
$.30/share. Upon exercise of the warrants, the underlying 28,816 shares
of the Issuer's common stock were transferred by Keystone to the
Reporting Person. No consideration was paid by the Reporting Person for
such shares.
Item 4. Purpose of Transaction
See Item 3 above. All securities acquired in such transaction
were acquired for investment purposes.
The Reporting Person reserves 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, 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 February 27,
1998 was 3,681,050 shares, which included (i) 3,139,382 shares
of the Common Stock held in Keystone's name, (ii) 362,149
shares of the Common Stock held by the reporting Person in his
own name, (iii) 92,019 shares of the Common Stock underlying
currently exercisable warrants held in the name of Keystone
and (iv) 87,500 shares of the Common Stock underlying
currently exercisable warrants held in the Reporting Person's
name. The 3,681,050 shares of the Common Stock represented
25.2% of the outstanding shares of the Issuer.
(b) As of February 27, 1998, the Reporting Person had the sole
power to vote, direct the vote, dispose and direct the
disposition of the 3,681,050 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.
<PAGE>
CUSIP No. 559092-40-8 Page 5 of 6 Pages
SCHEDULE 13D
Item 7. Material to Be Filed as Exhibits
None.
<PAGE>
CUSIP No. 559092-40-8 Page 6 of 6 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.
November 5, 1998 /s/ RICHARD I. WINWOOD
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Date Richard I. Winwood
