UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
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)
April 4, 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
1,068,376 Shares issuable on conversion of convertible Debentures
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
1,068,376 Shares issuable on conversion of convertible Debentures
10. SHARED DISPOSITIVE POWER
0 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,376 Shares issuable on conversion of convertible Debentures
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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<PAGE>
This 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 account of Aspen Capital
Resources, LLC (the "Reporting Person").
Item 1. Security and Issuer
The class of securities to which this statement on Schedule 13D relates
is the Common Stock, par value $.001 per share, of Flexpoint Sensor Systems,
Inc., a Delaware corporation. The Company has its principal executive offices at
6906 South 300 West, Midvale, Utah 84047.
Item 2. Identity and Background
This statement is filed by Aspen Capital Resources, LLC, a Utah limited
liability company with an address at 8989 South Schofield Circle, Sandy, Utah
84093. The Reporting Person may be deemed to beneficially own, directly or
indirectly, the Shares reported hereby. Neither the present filing nor anything
contained herein shall be construed as an admission that the Reporting Person
constitutes a "person" for any purposes other than Section 13(d) of the
Securities Exchange Act of 1934 or that the Reporting Person constitutes a
"group" for any purpose.
Aspen Capital Resources, LLC is an investment company. Joe K. Johnson,
an individual resident of Utah and U.S. citizen, with an address at 8989 South
Schofield Circle, Sandy, Utah 84093, is the manager of Aspen Capital Resources,
LLC. His principal business is investor and consultant.
During the last five years, neither of the Reporting Person nor Mr. Joe
K. Johnson has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither of the Reporting Person nor Mr. Joe
K. Johnson has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was 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.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has provided funding of $2,500,000.00 to the
Company pursuant to a Securities Purchase Agreement dated as of March 3, 2000.
The funding was provided from working capital of the Reporting Person, including
capital contributions and earnings from operations.
Item 4. Purpose of Transaction
The Shares have been acquired by the Reporting Person for investment
purposes. The Reporting Person expects to evaluate on an ongoing basis the
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<PAGE>
Company's financial condition, business operations and prospects, the status of
any business combination involving the Company, the market price of the Shares,
conditions in the securities markets generally, general economic and industry
conditions and other factors. Accordingly, the Reporting Person reserves the
right to change its plans and intentions at any time, as it deems appropriate.
In particular, the Reporting Person may at any time and from time to time
acquire additional Shares or other securities convertible or exchangeable for
Shares in public or private transactions; dispose of Shares or other securities
in public or private transactions, including dispositions economically effected
by short sales or options transactions; and/or enter into privately negotiated
derivative transactions to hedge the market risk of some or all of its positions
in the Shares or other securities. Any such transactions may be effected at any
time and from time to time. In connection with its investment in the Company,
the Reporting Person expects from time to time to consult with management and
other shareholders of the Company.
Other than as discussed above, or as otherwise described in Item 6 of
this Statement on Schedule 13D, the Reporting Person currently has no plans to
effect any of the transactions required to be described in Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
(a) - (b) As of April 4, 2000, the Reporting Person was the holder of
$2,500,000 of Debentures, 67% of which are deemed 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 Conversion Price as determined above is subject to a ceiling of $3.00 per
share and a floor of $1.00 per share.
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.
On the basis of the foregoing, the Reporting Person may be deemed to
beneficially own, directly or indirectly, 1,068,376 Shares, or 5.4% of the
Company's outstanding Common Stock as of the reporting date. Such calculation is
based on the Company's outstanding Shares, after giving effect to Shares
issuable upon conversion of the Debentures owned by the Reporting Persons.
The Reporting Person may be deemed to have the power to vote or direct
the vote, and to dispose or to direct the disposition of, the Shares
beneficially owned by it. In addition, Mr. 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
during the last sixty days, including the name, date, amount of securities
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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 in the
past sixty days.
(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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
(a) The arrangement between the Reporting Person and the Company,
whereby the Reporting Person provided funding to the Company, is set forth in a
Securities Purchase Agreement dated as of March 3, 2000 which is incorporated
herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
dated March 3, 2000 and filed with the Securities and Exchange Commission on
March 17, 2000.
(b) Except as described or referred to above, there are no contracts,
arrangements, understandings or relationships among the Reporting Person and any
other person with respect to any securities of the Company, including but not
limited to transfer or voting of any securities of the Company, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None
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: July 7, 2000
ASPEN CAPITAL RESOURCES, LLC
By: /s/
-----------------------------
Joe K. Johnson, Manager
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<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Title of Security Transaction Securities Acquired (A) and Disposed (D)
Date ----------------------------------------
Number of Price
Shares Per Share
<S> <C> <C> <C>
Common Stock 02/04/00 5,000 A $2.023
Common Stock 02/22/00 5,000 D $2.534
Common Stock 03/03/00 427,350 A(1) $1.56
Common Stock 04/04/00 213,675 A(2) $1.56
</TABLE>
(1) Debentures acquired on March 3, 2000, with funding of $2,000,000.00 pursuant
to the Securities Purchase Agreement dated as of March 3, 2000, which if
converted and exercised on that date would be convertible and exercisable for
the number of shares indicated.
(2) Debentures acquired on April 4, 2000, with funding of $500,000.00 pursuant
to the Securities Purchase Agreement dated as of March 3, 2000, which if
converted and exercised on that date would be convertible and exercisable for
the number of shares indicated.
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