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. 22 (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)
September 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 10
<PAGE>
CUSIP No. 559092-40-8 Page 2 of 10 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
- --------------------------------------------------------------------------------
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
1,639,636 (includes 250,700 shares underlying
currently exercisable options and
203,338 shares underlying currently
exercisable warrants)
Number of ---------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially
Owned by 2,111,332 (includes 15,000 shares underlying
Each currently exercisable warrants)
Reporting ---------------------------------------------------------------
Person 9 Sole Dispositive Power
With
1,639,636 (includes 250,700 shares underlying
currently exercisable options and
203,338 shares underlying currently
exercisable warrants)
---------------------------------------------------------------
10 Shared Dispositive Power
2,111,332 (includes 15,000 shares underlying
currently exercisable warrants)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,750,968 (includes 250,700 shares underlying currently
exercisable options and 218,338 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)
26.6%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 559092-40-8 Page 3 of 10 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
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)
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 2,111,332 (includes 15,000 shares underlying
Each currently exercisable warrants)
Reporting ---------------------------------------------------------------
Person 9 Sole Dispositive Power
With
-0-
---------------------------------------------------------------
10 Shared Dispositive Power
2,111,332 (includes 15,000 shares underlying
currently exercisable warrants)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,111,332 (includes 15,000 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)
15.5%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 559092-40-8 Page 4 of 10 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)
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
Utah
- --------------------------------------------------------------------------------
7 Sole Voting Power
-0-
Number of ---------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially
Owned by 868,000 (includes 15,000 shares underlying
Each currently exercisable warrants)
Reporting ---------------------------------------------------------------
Person 9 Sole Dispositive Power
With
-0-
---------------------------------------------------------------
10 Shared Dispositive Power
868,000 (includes 15,000 shares underlying
currently exercisable warrants)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
868,000 (includes 15,000 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)
6.4%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 559092-40-8 Page 5 of 10 Pages
SCHEDULE 13D
- --------------------------------------------------------------------------------
This Revised Amendment No. 22 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 herewith and Amendment No. 22 thereto filed on December 10, 1997. This
revision is being filed to correct the number of shares previously reported as
beneficially owned by William A. Fresh.
- --------------------------------------------------------------------------------
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>
CUSIP No. 559092-40-8 Page 6 of 10 Pages
SCHEDULE 13D
Item 3. Source and Amount of Funds or Other Consideration
On September 1, 1997, the Issuer granted to WA Fresh warrants to
purchase 50,000 shares of the Common Stock in exchange for guaranteeing a
line of credit extended to the Issuer. On the same date, the Issuer
granted to WA Fresh additional warrants to purchase 60,000 shares of the
Common Stock in exchange for loaning $400,000 to the Issuer. The source of
the funds loaned to the Issuer was personal funds of WA Fresh. WA Fresh
has transferred 15,000 of such warrants to WAF. No consideration was paid
by WAF for such warrants.
Item 4. Purpose of Transaction
On September 1, 1997, the Issuer granted warrants exercisable for a
total of 110,000 shares of the Common Stock to WA Fresh for the purposes
stated in Item 3 above. Of such warrants, WA Fresh transferred 15,000
warrants to WAF 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 3,750,968 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)
203,338 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) 100,000
shares held by the William A. Fresh and Reva Luana Fresh Charitable
Remainder Trust (the "Charitable Remainder Trust"), (ix) 15,000
shares of the Common Stock underlying currently exercisable warrants
held in the name of WAF and (x) 75,000 shares of the Common Stock
held by WA Fresh as Custodian for the benefit of a family member.
The 3,750,968 shares of the Common Stock represent 26.6% of the
outstanding shares of the Issuer.
The aggregate number of shares of the Common Stock beneficially
owned by RL Fresh is 2,111,332 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, (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) 15,000 shares of the Common Stock underlying
currently exercisable warrants held in the name of WAF. The
2,111,332 shares of the Common Stock represent 15.5% of the
outstanding shares of the Issuer.
<PAGE>
CUSIP No. 559092-40-8 Page 7 of 10 Pages
SCHEDULE 13D
The aggregate number of shares of the Common Stock beneficially
owned by WAF is 868,000 shares, of which 15,000 shares underlie
currently exercisable warrants. Such securities represent 6.4% 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 203,338 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 100,000 shares held
by the Charitable Remainder Trust and (v) the 75,000 shares held by
WA Fresh as Custodian for the benefit of a family member.
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 853,000 shares of the Common
Stock held in the name of WAF and (ii) the warrants to purchase
15,000 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 and Item 4 above.
In addition, on August 1, 1997, the Charitable Remainder Trust
acquired 50,000 shares of the Common Stock from another shareholder
of the Issuer, in a private transaction, at a price of $.375/share.
(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>
CUSIP No. 559092-40-8 Page 8 of 10 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
- ------------------------------------ -----------------------------------
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>
CUSIP No. 559092-40-8 Page 9 of 10 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.
<PAGE>
CUSIP No. 559092-40-8 Page 10 of 10 Pages
SCHEDULE 13D
EXHIBIT A
---------
AGREEMENT
---------
Each of the undersigned agrees that this Revised Amendment No. 22 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
