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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Klever Marketing, Inc.
(Name of Issuer)
Common Stock , par value $0.01
(Title of Class of Securities)
498589 10 0
(CUSIP Number)
Paul G. Begum, Chief Executive Officer,
350 West 300 South, Suite 201, Salt Lake City, Utah 84101
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 5, 1996
(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 o.
Check the following box if a fee is being paid with the statement o. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 on 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 13D
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CUSIP No. 498589 10 0 Page 2 of 7 Pages
---------- ----------
- -------------------------------------------------------------------------------
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter D. Olson
============ ===================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
============ ===================================================================
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------- -------- ==================================================
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 7 1,103,964
OWNED BY
EACH
REPORTING
PERSON
WITH
-------- ==================================================
8
SHARED VOTING POWER
1,889,343(1)
-------- ==================================================
9
SOLE DISPOSITIVE POWER
1,103,964
-------- ==================================================
10
SHARED DISPOSITIVE POWER
1,889,343(1)
============ ===================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,343(1)
============ ===================================================================
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
============ ===================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19%(1)
============ ===================================================================
14
TYPE OF REPORTING PERSON*
IN
============ ===================================================================
1. Number of shares described herein include number of shares held by Olson
Farms, a family owned corporation with Mr. Olson as its officer, director and
principal shareholder, and shares held be the Olson Family Trust. Mr. Olson may
be deemed to be the beneficial owner of these shares due to his position as
Trustee of the Olson Family Trust and his previously described positions in
Olson Farms.
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
This schedule relates to Common Stock, par value $0.01 per share (the
"Common Stock") of KLEVER MARKETING, Inc. (the "Issuer") a Delaware corporation
whose operating plan includes the acquisition of patents and development,
manufacture and marketing of electronic in-store advertising, directory and
coupon services. The principal offices of the Issuer are located at 350 West 300
South, Suite 201, Salt Lake City, Utah 84101.
Item 2. Identity and Background
(a) This statement is filed by Peter D. Olson, an individual.
(b) The business address for Mr. Olson is 521 North Arden Drive,
Beverly H
(c) Mr. Olson is presently the President/Chief Executive Officer of
Olson Farms, a private company. Mr. Olson is also a director of
the Issuer.
(d) At no time during the past five years has Mr. Olson been
convicted in a criminal proceeding.
(e) During the past five years Mr. Olson has never been a party to a
civil proceeding that resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding of any violation with respect to such laws.
(f) Mr. Olson is a Calfornia resident and a citizen of the U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
On July 5, 1996, the Issuer merged with Klever Kart, Inc. Following the
merger the Issuer's total issued and outstanding shares as set forth in the
Issuer's annual report filed with the Securities and Exchange Commission ("SEC")
on Form 10-KSB for the fiscal year ending December 31, 1996, was 9,443,513
shares. Since the date of the merger Mr. Olson has owned of record at least 5%
of the Issuer's total outstanding shares. Material transactions concerning Mr.
Olson and the Common Stock of the Issuer are described below:
On July 5, 1996, Mr. Olson held of record 1,455,301 shares of the
Issuer's Common Stock an amount equal to 15% of the Issuer's total
issued and outstanding Common Stock, as of such date. Included in the
total shares are 559,879 shares issued to Olson Farms, Inc. a Utah
corporation. Mr. Olson may be deemed to be the beneficial owner of such
shares due to his position as a director, officer and principal
shareholder of Olson Farms.
On August 5, 1996, Mr. Olson received 5,000 additional options which
were immediately exercisable and will not expire until August 7, 1999.
These options were granted to Mr. Olson in consideration of financial
support personally rendered to the Issuer. The additional options
increased Mr. Olson's total outstanding shares to 1,460,301, an amount
still representing 15% of the Issuer's total issued and outstanding
Common Stock as of August 5, 1996.
On December 19, 1996 and December 24, 1996, Mr. Olson acquired an
aggregate of 60,000 shares directly from the Issuer. This additional
issuance increased Mr. Olson's record holding to 1,525,301 or an amount
representing 16% of the Issuer's total issued and outstanding Common
Stock.
On January 15, 1997 and February 26, 1997 Mr. Olson acquired an
aggregate of 108,000 shares of the Issuer's Common Stock directly from
the Issuer. This issuance increased Mr. Olson's record holding to
1,633,301 or an amount representing 17% of the Issuer's issued and
outstanding Common Stock.
On April 24, 1997, Mr. Olson received 28,979 shares directly from the
Issuer. Additionally on December 3,1997, Mr. Olson acquired 23,903
shares of Common Stock directly from the Issuer. These additional
issuances increased Mr. Olson's record holding to 1,686,183 shares of
Common Stock or an amount representing 18% of the Issuer's total issued
and outstanding Common Stock.
<PAGE>
On December 5, 1997, Mr. Olson acquired 172,500 shares of the Issuer's
Common Stock. These shares were issued to Olson Farms, Inc., Mr. Olson
may be deemed to be the beneficial owner of these shares due to his
position previously described herein. This additional issuance
increased Mr. Olson's record holding to 1,858,683 or an amount
representing 20% of the Issuer's total issued and outstanding Common
Stock. On the same day Mr. Olson received an additional issuance of
20,000 shares of the Issuer's Common Stock. These shares were issued to
the Olson Family Trust. Mr. Olson may be deemed to be the beneficial
owner of such shares due to his position as Trustee of the Olson Family
Trust. Although this additional issuance along with a subsequent
issuance on December 18, 1997 increased Mr. Olson's record holding to
1,881,502 shares, the percentage of ownership did not change from 20%.
On December 31, 1997, 1,159 options expired worthless and beginning
February 26, 1998 through April 20, 1998, Mr. Olson directly acquired
an aggregate of 9,000 shares of the Issuer's Common Stock . Neither
events reflected a change in Mr. Olson's percentage of beneficial
ownership. However, on March 6, 1998, the Issuer published its annual
report on Form 10-KSB for the period ending December 31, 1997, as filed
with the "SEC". Pursuant to the annual report, the Issuer's total
issued and outstanding shares of Common Stock totaled 10,035,401 as of
December 31, 1997. At the time of filing, Mr. Olson's ownership
interest equaled 19%. of the Issuer's total issued and outstanding
Common Stock or 1,889,343 shares.
Item 4. Purpose of Transaction
All shares of the Issuer's Common Stock described in this schedule were
issued for investment purposes only and not with a view, intent or purpose to
effect any material corporate change or status in the Issuer's organizational
structure or charter nor with a view, intent or purpose to effect any proposal
to effect any material corporate change or status in the Issuer's organizational
structure or charter.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities
identified pursuant to Item 1 beneficially owned by each reporting
person named in Item 2 may be found in rows 11 and 13 of the cover
page.
(b) The powers each reporting person identified in the preceding
paragraph has relative to the shares discussed herein may be found
in rows 7 through 10 of the cover page.
(c) There were no transactions in the class of securities reported on
that were effected during the last sixty days aside from those
discussed herein.
(d) No person aside from the reporting person listed herein has the
right to receive or power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
There are no known contracts, arrangements, understandings or
relationships existing between the Issuer and Mr. Olson, the reporting person
named in Item 2 or between any other persons or any person relating to the
securities of the Issuer including but not limited to transfer or voting of
any of the securities, finder's fees or joint ventures.
Item 7 Material to be Filed as Exhibits
N/A
<PAGE>
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.
PETER D. OLSON
/s/Peter D. Olson
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Peter D. Olson, an Individual
