SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Micropoint, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
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(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, 1998
(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:[X].
(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.
CUSIP No. _______
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(1) Names of Reporting Persons. S.S. John A. Sindt ###-##-####
or I.R.S. Identification Nos. Jules A. DeGreef ###-##-####
of Above Persons Northridge Investment LLC 87-0534873
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(2) Check the Appropriate box if a Member (a) X
of a Group (See Instructions) (b)
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(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 United States, Utah
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Number of Shares (7) Sole Voting John A. Sindt 1,366,610,
Beneficially Owned Power Jules A. DeGreef 2,152,667,
By Each Reporting Northridge Investment LLC 1,647,750
Person With -----------------------------------------------------------
(8) Shared Voting
Power
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(9) Sole Disposi- John A. Sindt 1,366,610,
tive Power Jules A. DeGreef 2,152,667,
Northridge Investment LLC 1,647,750
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(10) Shared Dis-
positive Power
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(11) Aggregate Amount Beneficially Owned John A. Sindt 1,366,610,
by each Reporting Person Jules A. DeGreef 2,152,667,
Northridge Investment LLC 1,647,750
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(12) Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See In- X
structions)
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(13) Percent of Class Represented John A. Sindt 5.67, Jules A. DeGreef 8.93, by
Amount in Row (11) Northridge Investment LLC 6.84
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(14) Type of Reporting Person (See Instructions) IN, IN 00
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*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 diclosures 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.)
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Item 1. Security and Issuer.
This statement is related to the Common Stock, of Micropoint,
Inc., a Delaware corporation ("Micropoint"). The address of the principal
executive offices of Micropoint is 6906 South 300 West, Salt Lake City, Utah
84047.
Item 2. Identity and Background.
(a) The persons filing this statement are John A. Sindt, Jules
A. DeGreef, and Northridge Investment LLC, a Utah limited liability company
(hereinafter sometimes referred to collectively as the "Group").
(b) The residence address of John A. Sindt is 4 Northridge
Way, Sandy, Utah 84092; the residence address of Jules A. DeGreef is 10861 South
Lostwood Drive, Sandy, Utah 84092; and Northridge Investment LLC maintains a
business address at 47 East 7200 South, Suite 221, Salt Lake City, Utah 84047.
(c) John A. Sindt is primarily engaged as a licensed constable
in Salt Lake County, Utah, doing business in this capacity at 47 East 7200
South, Suite 221, Midvale, Utah 84047. He is the Managing Member of Northridge
Investment LLC, and has an affiliate relationship with Bull Ventures Ltd. Until
recently, Mr. Sindt was involved in the management of Micropoint as a Director.
He resigned from that position and any other management involvement with
Micropoint as of April 9, 1998.
Jules A. 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 a beneficial interest in Northridge Investment LLC,
and has an affiliate relationship with Bull Ventures Ltd. Until recently, Mr.
DeGreef was involved in the management of Micropoint as an Executive Officer and
Director. He resigned these positions in January, 1998.
Through their affiliation together, Messrs. Sindt and
DeGreef also own beneficial interests in certain warrants to purchase common
stock of Micropoint nominally held in the name of Mr. DeGreef.
(d) None of Messrs. Sindt or DeGreef, or Northridge Investment
LLC has been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) during the last five years.
(e) None of Messrs. Sindt or DeGreef, or Northridge Investment
LLC has, 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
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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) Messrs. Sindt and DeGreef are both citizens of the United
States of America. Northridge Investment LLC is a U.S. company.
Item 3. Source and Amount of Funds or Other Consideration.
On April 9, 1998, Micropoint exchanged shares of its
unregistered common stock for all of the issued and outstanding capital stock of
Flexpoint, Inc., a Utah corporation. All of the Micropoint Common Stock legally
and beneficially owned by the members of the Group as shown in this Schedule 13D
were acquired in exchange for shares and rights to acquire shares of Flexpoint
on April 9, 1998. For ease and clarity of understanding and reporting, the Group
will report its acquisitions and transfers of as involving Micropoint
securities, although all transactions prior to April 9, 1998 were actually in
Flexpoint securities. Similarly references to transactions "with Micropoint" or
"with shareholders of Micropoint" actually took place with Flexpoint and with
shareholders of Flexpoint if occurring prior to April 9, 1998.
Mr. Sindt acquired shares of Micropoint Common Stock in the
following transactions, at the following prices and at the following times:
Date Number of Shares Price Circumstances
7/95 15,860 Warrants N/A Compensation
4/98 455,000 Warrants N/A Contract with
Mr DeGreef
Mr. DeGreef acquired shares of Micropoint 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 Capital Contribution
1/95 260,000 options Compensation
1/98 910,000 warrants* Compensation
4/96 260,000 options 3rd party Settlement
*Half assigned to John Sindt
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Northridge Investment LLC acquired shares of Micropoint Common
Stock in the following transactions, at the following prices and at the
following times:
Date Number of Shares Price Circumstances
1/95 132,167 shares $0.4539 Capital Purchase
9/97 1,850,333 shares $0.1081 Capital Purchase
Item 4. Purpose of Transaction.
Each of Messrs. Sindt and DeGreef and Northridge Investment
LLC acquired the shares of Micropoint Common Stock (and the warrants and stock
options on Micropoint Common Stock disclosed, above) in cash purchases from
Micropoint or from other shareholders of Micropoint, and/or in
employment/consulting arrangements with Micropoint. None of the Group has any
current intention of selling or causing the sale of any of their Micropoint
Common Stock. Such securities are being held as a long term investment by each
member of the Group.
The Warrants legally held by Mr. DeGreef and beneficially
owned 50% by Mr. Sindt and 50% by Mr. DeGreef may be exercised and shares of
Micropoint Common Stock acquired thereby. Messrs. Sindt and DeGreef currently
expect that any such exercise will be with the funds of the particular
beneficial owner undertaking the exercise, and that the shares of Common Stock
acquired thereby will be issued in the name of the beneficial as well as the
legal owner thereof.
Except as disclosed above, no member of the Group has any
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities
of Micropoint, or the disposition of securities of Micropoint;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Micropoint or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
Micropoint or any of its subsidiaries;
(d) Any change in the present board of directors or management
of Micropoint, 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 Micropoint;
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(f) Any other material change in Micropoint's business or
corporate structure, including but not limited to, if Micropoint 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 Micropoint's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Micropoint by any person;
(h) Causing a class of securities of Micropoint 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 Micropoint 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) John A. Sindt declares himself the beneficial owner of
1,366,610 shares of Micropoint Common Stock, including 895,750 shares held by
Northridge Investment LLC, and 455,000 shares underlying warrants in the name of
Jules A. DeGreef. This results in a total of approximately 7.63% of the fully
diluted outstanding shares, of Micropoint Stock as of the date of this Schedule.
This total declared beneficial ownership does not include 825,987 shares of
Micropoint Common Stock held by Bull Ventures, Ltd, a Bahamas company with which
Mr. Sindt is affiliated, and as to which shares Mr. Sindt disclaims beneficial
ownership.
Jules A. DeGreef declares himself to be the beneficial owner
of 2,152,667 shares of Micropoint Common Stock, including 765,750 shares held by
Northridge Investment LLC. This results in a total of approximately 12.30% of
the fully diluted outstanding shares, of Micropoint Stock. This total declared
beneficial ownership does not include 825,987 shares of Micropoint 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.
Northridge Investment LLC declares itself to be the beneficial
owner of 1,647,750 shares of Micropoint Common Stock. This results in a total of
approximately 9.27% of the fully diluted outstanding shares of Micropoint Stock.
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This number does not include shares, warrants or options owned by Messrs. Sindt
and DeGreef, as to which shares Northridge disclaims beneficial ownership.
Except for their shared affiliation with Northridge Investment
LLC and Bull Ventures Ltd. and except for the arrangements with respect to
certain warrants to acquire shares of Micropoint legally owned by Mr. DeGreef
but beneficially shared 50% by Mr. Sindt and 50% by Mr. DeGreef, Mr. Sindt and
Mr. DeGreef are not the beneficial owner of each other's shares of Micropoint
Stock, and Messrs. Sindt and DeGreef disclaim beneficial ownership of the
Micropoint Stock beneficially owned as declared by the other.
(b) There are no voting agreement as among the Group or
between any member of the Group and any other person. Each of Messrs. Sindt,
DeGreef and Northridge Investment LLC 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 Micropoint Common Stock beneficially owned by him, except that Mr.
Sindt, as Managing Member of Northridge Investment LLC has management authority,
for the benefit of that Company and its members, to cause the sale of its shares
of Micropoint and to cause the voting of its shares in Micropoint.
(c) As described in Items 3 and 4 above, each of the Group
acquired his or its shares in Micropoint in arms length private purchase
transactions with Micropoint or other shareholders of Micropoint, consulting
agreements, and as a result of transfers of legal and/or beneficial ownership as
among members of the Group.
(d) Not applicable.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Messrs. Sindt and DeGreef, and Northridge Investment Ltd.
regard Mr. Sindt as the beneficial owner of 895,750 Micropoint shares held of
record by Northridge Investment LLC and Mr DeGreef as the beneficial owner of
765,750 shares held of record by Northridge Investment LLC.
Messrs. Sindt and DeGreef regard Mr. Sindt as the beneficial
owner of 455,000 Warrants to acquire shares of Micropoint Common Stock now held
of record by Mr. DeGreef.
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All of these allocations of control and beneficial interest
have been made as between Mr. Sindt and Mr. DeGreef to reflect a settlement of
their joint efforts and arrangements with respect to Micropoint and the
Micropoint securities each has acquired in their own or affiliates' names.
There are no non-competition or confidentiality agreements
between Micropoint and any of the members of the Group.
Mr. DeGreef has an Indemnification Agreement from Micropoint
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 Micropoint.
Item 7. Material to be Filed as Exhibits.
Agreement for Joint Filing 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 18th day of February, 1999.
/s/ John A. Sindt
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John A. Sindt, individually
/s/Jules A DeGreef
---------------------------------
Jules A. DeGreef, individually
Northridge Investment LLC
/s/John A. Sindt
---------------------------------
By John A. Sindt,
Managing Member
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EXHIBIT 1
AGREEMENT FOR JOINT FILING
This Agreement is entered into this 15th day of February,
1999, between John A. Sindt, Jules A. DeGreef, and Northridge Investment LLC
(collectively, the "Group").
WHEREAS, of even date herewith the Group is filing a statement
on Schedule 13D with the Securities and Exchange Commission ("SEC") pursuant to
the requirements of the Securities Exchange Act of 1934 (the "Exchange Act"),
and the Exchange Act permits filing persons to file joint Schedules 13D;
NOW THEREFORE, in consideration of the benefits to be received
by the parties hereto by making a joint filing and the mutual covenants recited
herein, the Group hereby agrees as follows: The Group hereby agrees to make a
joint filing of Schedule 13D with the SEC as permitted under the Exchange Act
and further agree to make all amendments to said filing on a joint basis, to the
extent permitted by law. The Group further agrees that their filing on Schedule
13D and all amendments thereto shall be deemed filed on behalf of each of them.
IN WITNESS WHEREOF, the Group has executed this Agreement as
of the date first written above.
/s/ John A. Sindt
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John A. Sindt,
individually
/s/Jules A DeGreef
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Jules A. DeGreef,
individually
Northridge Investment LLC
/s/John A. Sindt
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By John A. Sindt,
Managing Member
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