UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
May 2, 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
1,986,754 Shares issuable on conversion of convertible Debentures
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
1,986,754 Shares issuable on conversion of convertible Debentures
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<PAGE>
10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,986,754 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)
9.7%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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<PAGE>
This Amendment No. 1 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 3 and Item 5 of Schedule 13D are hereby amended and restated in
their entirety, as follows:
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has provided funding of $3,000,000.00 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 5. Interest in Securities of the Issuer
(a) - (b) As of May 2, 2000, the Reporting Person was the holder of
$3,000,000 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 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, 1,986,754 Shares, or 9.7% 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 share 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, Joe K. Johnson, as 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.
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<PAGE>
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: 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> <C>
Common Stock 05/02/00 331,126 A(3) $1.51
</TABLE>
(3) Debentures acquired on May 2, 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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