UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Flexpoint Sensor Systems, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
33938W-10-1
(CUSIP Number)
James G. Swensen, Jr.
136 South Main Street, Suite 318
Salt Lake City, Utah 84101
801-961-8800
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 2000
(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(e), 13d-1(f) or 13-1(g), check the following box
[ ].
* 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>
CUSIP No. 33938W-10-1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Aspen Capital Resources, LLC
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
7. SOLE VOTING POWER
68,430,842 Shares, including 50,132,555 Shares, 15,982,793 Shares
issuable upon conversion of convertible Debentures, and 2,315,494
Shares issuable upon exercise of warrants
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
68,430,842 Shares, including 50,132,555 Shares, 15,982,793 Shares
issuable upon conversion of convertible Debentures, and 2,315,494 Shares
issuable upon exercise of warrants
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10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,430,842 Shares, including 50,132,555 Shares, 15,982,793 Shares
issuable upon conversion of convertible Debentures, and 2,315,494
Shares issuable upon exercise of warrants
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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This Amendment No. 4 to the Statement on Schedule 13D relates to shares
of Common Stock, par value $0.001 per share (the "Shares"), of Flexpoint Sensor
Systems, Inc., a Delaware corporation (the "Company") held for the accounts of
Aspen Capital Resources, LLC (the "Reporting Person"). Capitalized terms not
otherwise defined herein have the meanings given in the Statement on Schedule
13D filed with respect to the reporting date of April 4, 2000. This Amendment is
filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
Item 4 and Item 5 of Schedule 13D are hereby amended and restated in
their entirety, as follows:
Item 4. Purpose of Transaction
On October 5, 2000, the Reporting Person delivered a notice of
conversion to the Company converting $50,000.00 principal amount of the
Debentures with the purpose of acquiring voting control of the Company. The
Company has experienced adverse developments to its business. The Company has
minimal cash and cannot presently pay its obligations as they come due,
including payment of the Debentures. In addition, the Company has a substantial
working capital deficit. The Company has unsuccessfully attempted to raise funds
from various sources, including certain of its major stockholders and investors.
The Reporting Person may make additional advances to the Company, but only if
the Reporting Person is in the position to exercise voting control of the
Company.
Item 5. Interest in Securities of the Issuer
(a) - (b) On October 5, 2000 the Reporting Person owned 132,555 Shares,
converted $50,000.00 principal amount of Debentures to 50,000,000 Shares and
owned warrants exercisable within 60 days for 2,315,494 Shares. On that date the
Reporting Person was also the holder of $2,450,000 principal amount of
Debentures, all of which are convertible at the Conversion Price, as defined
below. The Conversion Price for the Debentures is 80% of the lesser of (i) the
average of the 3 lowest closing bid prices during the 15 trading days preceding
March 3, 2000, or (ii) the average of the 3 lowest closing bid prices during the
15 trading days preceding the date of conversion. The Company is in default
under the Debentures and consequently the Conversion Price as determined above
is subject to an additional reduction of $.50 per share. Because the Shares are
currently trading at less the $.50, the Conversion Price is deemed to be $.001
per share, which is the par value per share of the Company's common stock.
Because the Debentures are convertible into Shares at the option of the
Reporting Person pursuant to the foregoing formulas, the actual number of Shares
which would be owned by the Reporting Person upon conversion will fluctuate.
However, for purposes of this filing, the Debentures are deemed converted as of
the reporting date.
As of the reporting dated, the Company has 100,000,000 Shares
authorized, with approximately 21,174,272 Shares issued and outstanding,
approximately 12,710,380 Shares reserved
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for issuance upon exercise of outstanding options and warrants (including
warrants of the Reporting Person) and conversion of preferred stock, and
50,000,000 issuable pursuant to the conversion by the Reporting Person. The
maximum number of shares which the Reporting Person can acquire upon the
conversion of Debentures and the exercise of Warrants and which the Reporting
Person may be deemed to beneficially own, directly or indirectly, is 16,115,348
Shares.
The Reporting Person does not share the power to vote or direct the
vote, or to dispose or to direct the disposition of, the Shares beneficially
owned by it with any other person. However, Joe K. Johnson, is the manager of
the Reporting Person. As such, he has been granted voting power and investment
power over investments of the Reporting Person, including the Shares, and may
therefore be deemed to control, directly or indirectly, the Shares reported
hereby.
(c) Schedule I lists transactions in the Shares by the Reporting Person
since the most recent filing of Schedule 13D, including the name, date, amount
of securities involved, and price per unit. Except as otherwise indicated, all
acquisitions of Shares and all dispositions of Shares were executed through
market transactions. There were no other transactions in the Shares by the
Reporting Person since the most recent filing of Schedule 13D.
(d) No person is known by the Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any Shares beneficially owned by the Reporting Person.
(e) Not applicable.
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.
Dated: October 11, 2000
ASPEN CAPITAL RESOURCES, LLC
By: /s/
-------------------------------------------------------------
Joe K. Johnson, Manager
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SCHEDULE I
Title of Security Transaction Securities Acquired (A) and Disposed (D)
----------------------------------------
Date Number of Price
Shares Per Share
Common Stock 07/06/00 30,000 D $0.96
Common Stock 07/21/00 5,000 D $0.94
Common Stock 07/27/00 20,000 D $0.85
Common Stock 07/28/00 30,100 D $0.72
Common Stock 08/01/00 55,000 D $0.73
Common Stock 08/02/00 12,500 D $0.69
Common Stock 08/03/00 25,000 D $0.69
Common Stock 08/04/00 15,000 D $0.69
Common Stock 08/07/00 29,500 D $0.68
Common Stock 08/08/00 12,500 D $0.69
Common Stock 08/09/00 12,500 D $0.69
Common Stock 08/17/00 13,000 D $0.62
Common Stock 08/18/00 1,000 D $0.67
Common Stock 08/22/00 3,800 D $0.61
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