UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
SKYMALL, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
830859 10 4
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(CUSIP Number)
*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 the
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).
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SCHEDULE 13G
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CUSIP NO. 830859 10 4 PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROBERT M. WORSLEY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
496 shares
NUMBER OF ------------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 5,245,722 shares
OWNED BY ------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 496 shares
PERSON ------------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
5,245,722 shares
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,246,714 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
61.5%, based upon 8,530,000 shares outstanding at 12/31/97.
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
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CUSIP NO. 830859 10 4 PAGE 3 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CHRISTI M. WORSLEY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
496 shares
NUMBER OF ------------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 5,245,722 shares
OWNED BY ------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 496 shares
PERSON ------------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
5,245,722 shares
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,246,714 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
61.5%, based upon 8,530,000 shares outstanding at 12/31/97.
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(A) NAME OF ISSUER:
SkyMall, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1520 East Pima Street
Phoenix, Arizona 85034
ITEM 2(A) NAME OF PERSON FILING:
The persons filing this Schedule 13G/A are: *
(1) Robert M. Worsley
(2) Christi M. Worsley
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* Attached to this Schedule 13G/A as Exhibit 1 is a Joint Filing
Agreement between the persons specified above that this Schedule
13G is being filed on behalf of each of them.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of Mr. and Mrs. Worsley's principal business office is
c/o SkyMall, Inc., 1520 East Pima Street, Phoenix, Arizona 85034
ITEM 2(C) CITIZENSHIP:
Mr. and Mrs. Worsley are citizens of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value
ITEM 2(E) CUSIP NUMBER:
830859 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
Page 4 of 8 Pages
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(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with ss.240.13d-1(b)
(1)(ii)(G) (NOTE: See Item 7)
(h) / / Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
Mr. and Mrs. Worsley beneficially own 5,246,714 shares of Common
Stock of the Company consisting of (i) 2,318,898 shares of Common
Stock jointly owned by Mr. and Mrs. Worsley; (ii) 2,386,798 shares
of Common Stock that the Worsleys have the right to acquire during
the two-year period commencing on December 16, 1996 from Alan C. and
Karen Ashton (the "Ashtons"); (iii) 537,298 shares of Common Stock
that the Worsleys have the right to acquire during the
eighteen-month period commencing on December 16, 1996 from Bert A.
Getz and Globe Corporation (collectively "Getz"); (iv) 2,820 shares
of Common Stock issued upon the conversion of 15 shares of Preferred
Stock issued by the Company; and (v) 900 shares of Common Stock
issuable upon exercise of a Warrant acquired in the Company's 1996
private placement. Of the 2,820 shares of Common Stock issued upon
conversion of the Preferred Stock, 2,068 shares were issued to Mr.
and Mrs. Worsley jointly, 376 shares were issued to Mr. Worsley
individually, and 376 shares were issued to Mrs. Worsley
individually. Of the 900 shares of Common Stock issuable upon
exercise of the Warrant, if all of the Warrants are exercised, 660
shares of Common Stock will be issued to Mr. and Mrs. Worsley
jointly, 120 shares will be issued to Mr. Worsley individually, and
120 shares will be issued to Mrs. Worsley individually.
Based upon the foregoing, Mr. and Mrs. Worsley each individually own
(i) 496 shares of Common Stock, (ii) 5,245,722 shares of Common
Stock jointly, and (iii) the 496 shares of Common Stock held by each
spouse.
(B) PERCENT OF CLASS:
As of December 31, 1997, Mr. and Mrs. Worsley each beneficially
owned 61.5% of the Company's Common Stock.
Page 5 of 8 Pages
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(C) NUMBER OF SHARES AS TO WHICH EACH SUCH PERSON HAS:
(1) Robert M. Worsley:
(i) sole power to vote or to direct the vote: 496 shares
(ii) shared power to vote or to direct the vote:
5,245,722 shares
(iii) sole power to dispose or to direct the disposition of: 496
shares
(iv) shared power to dispose or to direct the disposition of:
5,245,722 shares
(2) Christi M. Worsley:
(i) sole power to vote or to direct the vote: 496 shares
(ii) shared power to vote or to direct the vote:
5,245,722 shares
(iii) sole power to dispose or to direct the disposition of: 496
shares
(iv) shared power to dispose or to direct the disposition of:
5,245,722 shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following / /.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
Page 6 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
DATED: February 13, 1998 /s/ Robert M. Worsley
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ROBERT M. WORSLEY
DATED: February 13, 1998 /s/ Christi M. Worsley
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CHRISTI M. WORSLEY
Page 7 of 8 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
ROBERT M. WORSLEY and CHRISTI M. WORSLEY, hereby agree and consent to the
joint filing on their behalf of the foregoing Schedule 13G/A relating to their
beneficial ownership of the Common Stock of SkyMall, Inc.
DATED: February 13, 1998 /s/ Robert M. Worsley
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ROBERT M. WORSLEY
DATED: February 13, 1998 /s/ Christi M. Worsley
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CHRISTI M. WORSLEY
Page 8 of 8 Pages
