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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SKYMALL, INC.
----------------
(Name of Issuer)
Common Stock, $.001 par value
------------------------------
(Title of Class of Securities)
830859 10 4
--------------
(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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).
<PAGE>
SCHEDULE 13G
CUSIP NO. 830859 10 4
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ROBERT M. WORSLEY
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(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 4,576,424 Shares
Owned by ------------------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 496 Shares
Person ------------------------------------------------------------------
With: 8. Shared Dispositive Power
4,576,424 shares
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,577,416 shares
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
52.5% based upon 8,715,549 shares outstanding at 12/31/98.
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
Page 2 of 8 Pages
<PAGE>
SCHEDULE 13G
CUSIP NO. 830859 10 4
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
CHRISTI M. WORSLEY
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(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 4,576,424 Shares
Owned by ------------------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 496 Shares
Person ------------------------------------------------------------------
With: 8. Shared Dispositive Power
4,576,424 shares
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,577,416 shares
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
52.5% based upon 8,715,549 shares outstanding at 12/31/98.
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
Page 3 of 8 Pages
<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
--------
* Attached to this Schedule 13G/A as Exhibit 1 is a Joint Filing
Agreement between the persons specified above that this Schedule
13G/A 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 SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
Page 4 of 8 Pages
<PAGE>
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Not applicable.
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
Mr. and Mrs. Worsley beneficially own 4,577,416 shares of Common
Stock of the Company consisting of:
(i) 4,573,696 outstanding shares of Common Stock jointly owned
by Mr. and Mrs. Worsley, of which (a) 2,386,798 of such
shares were acquired from Alan C. and Karen Ashton pursuant
to an option to purchase granted on on December 16, 1996 and
exercised on December 30, 1998, and (b) 518,000 of such
shares were acquired from Bert A. Getz pursuant to an option
to purchase granted on December 16, 1996 and exercised on
December 30, 1998;
(ii) 2,820 shares of Common Stock issued upon the 1997 conversion
of 15 shares of Preferred Stock issued by the Company; and
(ii) 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 496 shares of Common Stock, and jointly own 4,576,424 shares
of Common Stock of the Company.
Page 5 of 8 Pages
<PAGE>
(B) PERCENT OF CLASS:
As of December 31, 1998, Mr. and Mrs. Worsley beneficially owned
52.5% of the Company's Common Stock.
(C) NUMBER OF SHARES AS TO WHICH THE 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: 4,576,424
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: 4,576,424 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: 4,576,424
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: 4,576,424 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.
Page 6 of 8 Pages
<PAGE>
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
SIGNATURES
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 16, 1999 /s/ Robert M. Worsley
----------------------------------
ROBERT M. WORSLEY
DATED: February 16, 1999 Christi M. Worsley
----------------------------------
CHRISTI M. WORSLEY
Page 7 of 8 Pages
<PAGE>
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 16, 1999 /s/ Robert M. Worsley
----------------------------------
ROBERT M. WORSLEY
DATED: February 16, 1999 Christi M. Worsley
----------------------------------
CHRISTI M. WORSLEY
Page 8 of 8 Pages
