SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Flexpoint Sensor Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
33938W107
(CUSIP Number)
Douglas Odom
6906 South 300 West, Midvale, Utah 84047
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1999
(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: [ ].
Check the following box if a fee is being paid with this statement:[ ].
(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.
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(1) Names of Reporting Persons. S.S. or I.R.S. Jules A. DeGreef ###-##-####
Identification Nos. of Above Persons
- --------------------------------------------------------------------------------
(2) Check the Appropriate box if a Member (a)
of a Group (See Instructions) (b)
- --------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds (See Instructions) 00
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(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 Utah, United States
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(7)SOLE VOTING POWER Jules A. DeGreef 2,154,575
NUMBER OF -------------------------------------------------------------------
SHARES (8)SHARED VOTING POWER
BENEFICIALLY
OWNED BY -------------------------------------------------------------------
EACH (9)SOLE DISPOSITIVE POWER Jules A. DeGreef 2,154,575
REPORTING
PERSON
WITH -------------------------------------------------------------------
(10)SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned Jules A. DeGreef 2,154,575
by Each Reporting Person
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) X
- --------------------------------------------------------------------------------
(13) Percent of Class Represented Jules A. DeGreef
by Amount in Row (11) 8.181% (2,154,575/26,336,098)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN, OO
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*The remainder of this cover page The information required on the
shall be filled out for a reporting remainder of this cover page shall not
person's initial filing on this form be deemed to be "filed" for the
with respect to the subject class of purpose of Section 18 of the
securities, and for any subsequent Securities Exchange Act of 1934
amendment containing information which ("Act") or otherwise subject to the
would alter disclosures provided in a liabilities of that section of the Act
prior cover page. but shall be subject to all other
provisions of the Act (however, see
the Notes).
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This statement is related to the Common Stock, of Flexpoint Sensor
Systems, Inc., a Delaware corporation ("Flexpoint"). The address of the
principal executive offices of Flexpoint is 6906 South 300 West, Salt Lake City,
Utah 84047.
Item 2. Identity and Background.
(a) The person filing this statement is Jules A. DeGreef (hereinafter
referred to as "Mr. DeGreef").
(b) The residence address of Mr. DeGreef is 10861 South Lostwood Drive,
Sandy, Utah 84092.
(c) Mr. DeGreef is primarily engaged in real estate investments, doing
business in this capacity at 47 East 7200 South, Suite 201, Midvale, Utah 84047
He has an affiliate relationship with Bull Ventures Ltd. Mr. DeGreef was
involved in the management of the predecessor of Flexpoint as an Executive
Officer and Director until he resigned these positions in January, 1998.
(d) Mr. DeGreef has not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) during the last five
years.
(e) Mr. DeGreef has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding been 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.
(f) Mr. DeGreef is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On April 9, 1998, Flexpoint exchanged shares of its unregistered common
stock for all of the issued and outstanding capital stock of a private company
with which Mr. DeGreef was affiliated. Most of the Flexpoint Common Stock
legally and beneficially owned by Mr. DeGreef as shown in this Schedule 13D were
acquired in exchange for shares and rights to acquire shares of Flexpoint on or
about April 9, 1998. For ease and clarity of understanding and reporting, Mr.
DeGreef will report his acquisitions and transfers as involving Flexpoint
securities, although all transactions prior to April 9, 1998 were actually in
shares of the private company acquired by Flexpoint. Similarly references to
transactions "with Flexpoint" or "with shareholders of Flexpoint" actually took
place with the predecessor private company and with shareholders of of the
private company if occurring prior to April 9, 1998.
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<PAGE>
Mr. DeGreef acquired shares of Flexpoint Common Stock in the following
transactions, at the following prices and at the following times:
Date Number of Shares Price Circumstances
---- ---------------- ----- -------------
1/95 461,292 shares $0.001 Purchase
1/95 260,000 options Compensation
1/98 455,000 warrants* Compensation
4/96 260,000 options Settlement
12/99 98,500 shares Northridge Investment
Separation
12/99 98,500 warrants Northridge Investment
Separation
*Prior to 12/31/99, Flexpoint replaced Mr. DeGreef's 910,000 share warrants with
455,000 share warrants to Mr. DeGreef and 455,000 share warrants to Mr. John
Sindt.
Item 4. Purpose of Transaction.
Mr. DeGreef acquired most of the shares of Flexpoint Common Stock (and
the warrants and stock options on Flexpoint Common Stock disclosed, above) in
cash purchases from Flexpoint or from other shareholders of Flexpoint, and/or in
employment/consulting arrangements with the predecessor of Flexpoint and/or
through a distribution to him of shares and warrants from Northridge Investment
LLC. Mr. DeGreef has no current intention of selling or causing the sale of any
of the Flexpoint Common Stock. Such securities are being held as a long term
investment.
Except as disclosed above, Mr. DeGreef has no present plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
Flexpoint, or the disposition of securities of Flexpoint;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Flexpoint or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Flexpoint or
any of its subsidiaries;
(d) Any change in the present board of directors or management of
Flexpoint, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of Flexpoint;
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<PAGE>
(f) Any other material change in Flexpoint's business or corporate
structure, including but not limited to, if Flexpoint is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in Flexpoint's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Flexpoint by any person;
(h) Causing a class of securities of Flexpoint to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of Flexpoint becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Jules A. DeGreef declares himself to be the beneficial owner of
2,154,575 shares of Flexpoint Common Stock. This results in a total of
approximately 8.181% of the outstanding shares of Flexpoint Common Stock
(including outstanding options and warrants exercisable within 60 days per Rule
13d-3(d)(1)(i)). This total declared beneficial ownership does not include any
shares of Flexpoint Common Stock held by Bull Ventures, Ltd, a Bahamas company
with which Mr. DeGreef is affiliated, and as to which shares Mr. DeGreef
disclaims beneficial ownership.
(b) Mr. DeGreef is a party to no voting agreement with anyone. Mr.
DeGreef has the sole power to vote or to direct the vote and the sole power to
dispose or to direct the disposition of the shares of Flexpoint Common Stock
beneficially owned by him.
(c) As described in Items 3 and 4 above, Mr. DeGreef acquired his
shares in Flexpoint in arms length private purchase transactions with Flexpoint
or other shareholders of Flexpoint, consulting agreements, and as a result of
transfers of legal and/or beneficial ownership from an entity in which Mr.
DeGreef was a member.
(d) Not applicable.
(e) Not applicable
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
In December 1999, Mr. John Sindt, Northridge Investment LLC and Mr.
DeGreef agreed to the withdrawal of Mr. DeGreef from Northridge and the
distribution to Mr. DeGreef of his percentage of the assets of Northridge,
including shares of Flexpoint common stock. In this connection, an agreement was
reached in November 1999 by and among Mr. Sindt, Mr. DeGreef and Flexpoint
whereby Mr. DeGreef would surrender a warrant covering 910,000 shares of
Flexpoint common stock, and Flexpoint would then issue two 455,000 share
warrants, one to Mr. Sindt and one to Mr. DeGreef. This action will finalize the
agreement between Mr. Sindt and Mr. Degreef earlier which had awarded beneficial
ownership to Mr. Sindt of 455,000 warrants in the name of Mr. DeGreef. Mr. Sindt
and Mr. DeGreef have consistently reported Mr. Sindt's beneficial ownership of
the 455,000 warrants.
There are no non-competition or confidentiality agreements between
Flexpoint and Mr. DeGreef.
Mr. DeGreef has an Indemnification Agreement from Flexpoint binding the
company to indemnify Mr. DeGreef with respect to his actions or inactions as a
director and officer of the Company. Such indemnification agreement does not
apply to actions or inactions by Mr. DeGreef before or after this term as an
officer or director of Flexpoint.
Item 7. Material to be Filed as Exhibits.
Request for Distribution
of Assets from Northridge Exhibit 1
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the persons signing below certifies that the information set forth in
this statement is true, complete and correct.
Dated as of the 31st day of March, 2000.
/s/Jules A. DeGreef
---------------------
Jules A. DeGreef
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<PAGE>
EXHIBIT 1
================================================================================
JULES DEGREEF
================================================================================
JAJ, Ltd
================================================================================
MEMORANDUM
================================================================================
TO: NORTHRIDGE INVESTMENT LLC
ATTENTION: JOHN SINDT, MANAGING MEMBER
FROM: TONY DEGREEF
RE: WITHDRAWAL AS MEMBER
DATE: DECEMBER 30, 1999
BY THIS NOTICE I AM NOTIFYING NORTHRIDGE INVESTMENT LLC OF MY WITHDRAWAL AS A
MEMBER, EFFECTIVE DECEMBER 31, 1999. ON AND AFTER SAID DATE I WILL NOT CLAIM ANY
INVOLVEMENT WITH NORTHRIDGE, NOR WILL I PARTICIPATE IN ANY PROFITS OR LOSSES OF
THE COMPANY.
TO FACILITATE THIS TRANSITION, I ASK THAT MY SHARE OF THE ASSETS OF NORTHRIDGE
BE DISTRIBUTED TO ME AT THE EARLIEST POSSIBLE DATE. SPECIFICALLY, THE FOLLOWING
SHARES AND WARRANTS OF FLEXPOINT SENSOR SYSTEMS SHOULD BE DISTRIBUTED TO ME IN
THE FORM OF STOCK OR WARRANT CERTIFICATES IN THE NAME OF JAJ, LTD., A UTAH
LIMITED PARTNERSHIP, JULES DEGREEF, GENERAL PARTNER:
CERTIFICATE 1923 15 SHARES
CERTIFICATE 2590 50,000 SHARES
CERTIFICATE 2676 220,000 SHARES
CERTIFICATE ?? 451,000 SHARES
CERTIFICATE ?? 98,500 SHARES
CERTIFICATE ?? 98,500 WARRANTS ($2.25 STRIKE)
PLEASE CALL IF THERE IS ANY INFORMATION YOU NEED TO ACCOMPLISH MY WITHDRAWAL AND
THE DISTRIBUTION TO ME OF MY SHARE OF THE ASSETS OF THE COMPANY.
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