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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. 2 )*
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
PARR, WADDOUPS, BROWN, GEE & LOVELESS
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
(801) 532-7840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 15, 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).
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.
Page 1 of 9
<PAGE>
CUSIP No. 559092-40-8 Page 2 of 9 Pages
SCHEDULE 13D
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Donald P. Cox
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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
-0-
Number of -------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially
Owned by 721,502
Each -------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person
With -0-
-------------------------------------------------------------
10 Shared Dispositive Power
721,502
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
721,502
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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)
4.9%
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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 9 Pages
SCHEDULE 13D
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jacklynn Cox
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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
-0-
Number of -------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially
Owned by 721,502
Each -------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person
With -0-
-------------------------------------------------------------
10 Shared Dispositive Power
721,502
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
721,502
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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)
4.9%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
CUSIP No. 559092-40-8 Page 4 of 9 Pages
SCHEDULE 13D
This Amendment No. 2 to the Schedule 13D of Donald P. Cox and Jacklynn
Cox amends and supplements and should be read in conjunction with the Schedule
13D filed on January 27, 1997 and Amendment No. 1 thereto filed on August 22,
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 Offices:
13526 South 110 West, Draper, UT 84020
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 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
<PAGE>
CUSIP No. 559092-40-8 Page 5 of 9 Pages
SCHEDULE 13D
(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
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration
Not applicable because the transactions involved dispositions and
not acquisitions 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. Pursuant to an Escrow Agreement
dated November 18, 1996 (the "Escrow Agreement") entered into by CFT,
the Issuer and other parties, 323,834 shares of the Common Stock issued
to CFT in connection with the acquisition of SkyHook Technologies, Inc.
by the Issuer were held in escrow pending the fulfillment of certain
conditions by October 15, 1997. The deadline for fulfillment of such
conditions has passed and the conditions have not been met. Pursuant to
the Escrow Agreement, the 323,834 shares are being delivered by the
Escrow Agent to the Issuer for cancellation.
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, as of October 15, 1997, was 721,502
shares, which represented 4.9% of the outstanding shares of the
Issuer.
(b) Neither DP Cox nor J Cox had 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 shared the power
to vote, direct the vote, dispose and direct the disposition of
the 721,502 shares of the Common Stock held in the name of CFT.
(c) On November 28, 1997, an option to purchase 100,000 shares of the
Common Stock from CFT was exercised by the optionee. The exercise
price was $.375/share.
<PAGE>
CUSIP No. 559092-40-8 Page 6 of 9 Pages
SCHEDULE 13D
(d) No other person had the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
the 721,502 shares of the Common Stock.
(e) Effective October 15, 1997, DP Cox and J Cox ceased to be the
beneficial owners of more than 5% 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>
CUSIP No. 559092-40-8 Page 7 of 9 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.
January 26, 1998 /s/ DONALD P. COX
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Date Donald P. Cox
January 26, 1998 /s/ JACKLYNN COX
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Date Jacklynn Cox
<PAGE>
CUSIP No. 559092-40-8 Page 8 of 9 Pages
SCHEDULE 13D
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.
<PAGE>
CUSIP No. 559092-40-8 Page 9 of 9 Pages
SCHEDULE 13D
EXHIBIT A
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AGREEMENT
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The undersigned agree that this Amendment No. 2 to Schedule 13D relating
to equity securities of Magellan Technology, Inc. shall be filed on behalf of
the undersigned.
January 26, 1998 /s/ DONALD P. COX
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Date Donald P. Cox
January 26, 1998 /s/ JACKLYNN COX
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Date Jacklynn Cox
