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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. 21 (Revised) )*
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)
April 1, 1997
----------------------------------------------------------------
(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 11
<PAGE>
CUSIP No. 559092-40-8 Page 2 of 11 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
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) |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 Sole Voting Power
1,469,636
Number of ---------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially
Owned by 2,096,332
Each ---------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person
With 1,469,636
---------------------------------------------------------------
10 Shared Dispositive Power
2,096,332
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,565,968
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
25.5%
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14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 559092-40-8 Page 3 of 11 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (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)
N/A
- --------------------------------------------------------------------------------
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
Beneficially
Owned by 2,096,332
Each ---------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person
WITH -0-
---------------------------------------------------------------
10 Shared Dispositive Power
2,096,332
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,096,332
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
15.4%
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14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 559092-40-8 Page 4 of 11 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
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)
WC
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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
Beneficially
Owned by 853,000
Each ---------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person
With -0-
---------------------------------------------------------------
10 Shared Dispositive Power
853,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
853,000
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.3%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 559092-40-8 Page 5 of 11 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
This Revised 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, Amendment Nos. 11,
12, 13, 14, 15, 16, 17, 18, 19 and 20 thereto filed on February 24, 1997 and
Amendment No. 21 thereto filed on May 8, 1997. This revision is being filed to
include in the number of shares beneficially owned by William A. Fresh a
previously unreported currently exercisable option to purchase 250,000 shares
and 75,000 shares held by Mr. Fresh as Custodian for the benefit of a family
member. In addition, this revision is being filed because Mr. Fresh's actual
beneficial ownership is 24,000 shares less than his reported ownership. An
attempt has been made to reconcile the difference without success. It is
believed that the difference is due to gifts made by Mr. Fresh during 1994 and
1995.
- --------------------------------------------------------------------------------
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
<PAGE>
CUSIP No. 559092-40-8 Page 6 of 11 Pages
SCHEDULE 13D
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
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.
In addition, on April 1, 1997, the Issuer granted to WA Fresh an
option to purchase 250,000 shares of the Common Stock. Such option was
immediately exercisable at a price of $.37/share. No consideration was
paid by WA Fresh for the option.
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.
In addition, on April 1, 1997, the Issuer granted to WA Fresh an
option to purchase 250,000 shares of the Common Stock. Such option was
immediately exercisable at a price of $.37/share. No consideration was
paid by WA Fresh for the option.
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 3,565,968 shares, which includes (i) 1,010,598
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) 250,700 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 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) 75,000
shares of the Common Stock held by WA Fresh as Custodian for the
benefit of a family member and (ix) 25,000 shares held by the
William A. Fresh and Reva Luana Fresh Charitable Remainder Trust
<PAGE>
CUSIP No. 559092-40-8 Page 7 of 11 Pages
SCHEDULE 13D
(the "Charitable Remainder Trust"). The 3,565,968 shares of the
Common Stock represent 25.5% 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 the benefit of 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 1,010,598 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 250,700 shares of the Common Stock underlying currently
exercisable options held by WA Fresh, (iv) the 75,000 shares of the
Common Stock held by WA Fresh as Custodian for the benefit of a
family member and (v) 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 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 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.
In addition, on April 1, 1997, the Issuer granted to WA Fresh an
option to purchase 250,000 shares of the Common Stock.
(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.
<PAGE>
CUSIP No. 559092-40-8 Page 8 of 11 Pages
SCHEDULE 13D
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>
CUSIP No. 559092-40-8 Page 9 of 11 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 12, 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
February 12, 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
February 12, 1998 By:/s/ RICHARD G. BROWN
- ------------------------------------ --------------------------------------
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>
CUSIP No. 559092-40-8 Page 10 of 11 Pages
SCHEDULE 13D
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>
CUSIP No. 559092-40-8 Page 11 of 11 Pages
SCHEDULE 13D
EXHIBIT A
---------
AGREEMENT
---------
Each of the undersigned agrees that this Revised Amendment No. 21 to
Schedule 13D relating to equity securities of Magellan Technology, Inc. shall be
filed on behalf of the undersigned.
February 12, 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
February 12, 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
February 12, 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>
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
2
<PAGE>
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 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
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<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 officer, including
without limitation, the business, financial condition and business prospects of
SkyHook Technologies, Inc. ("SkyHook"), a wholly-owned subsidiary of Magellan of
.
<PAGE>
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 that
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<PAGE>
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.
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<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
