UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
First Scientific, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
33620G 10 5
(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)
August 14, 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).
ASPEN: First Scientific, Inc.
1
<PAGE>
CUSIP No.33620G 10 5
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
1,458,333 Shares issuable upon conversion of Series 2000-A Convertible
Preferred Stock
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
1,458,333 Shares issuable upon conversion of Series 2000-A Convertible
Preferred Stock
10. SHARED DISPOSITIVE POWER
0 Shares
ASPEN: First Scientific, Inc.
1
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,458,333 Shares issuable upon conversion of Series 2000-A Convertible
Preferred Stock
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
ASPEN: First Scientific, Inc.
2
<PAGE>
This Statement on Schedule 13D relates to shares of Common Stock, par
value $0.001 per share (the "Shares"), of First Scientific, 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 First Scientific, Inc., a
Delaware corporation. The Company has its principal executive offices at 1877
West 2800 South, Suite 200, Ogden, Utah 84401.
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. Mr. 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 $3,500,000.00 to the
Company pursuant to a Securities Purchase Agreement dated as of May 16, 2000.
The funding is 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
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
ASPEN: First Scientific, Inc.
3
<PAGE>
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 August 14, 2000, the Reporting Person was the holder of
3,500 shares of Preferred Stock, all of which is deemed convertible at the
Conversion Price, as defined below. The Conversion Price for the Preferred Stock
is 80% of the average of the 3 lowest closing bid prices for the Shares during
the 15 trading days preceding the date of conversion. The Conversion Price as
determined above is subject to a ceiling of $4.00 per share and a floor of $2.00
per share.
Because the Preferred Stock is 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 Preferred Stock is 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, 1,458,333 Shares, or 6.5% 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 Preferred Stock owned by the Reporting Person.
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
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.
ASPEN: First Scientific, Inc.
4
<PAGE>
(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 May 16, 2000 which is incorporated
herein by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K
dated May 16, 2000 and filed with the Securities and Exchange Commission on May
31, 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: August 14, 2000
ASPEN CAPITAL RESOURCES, LLC
By: /s/
-----------------------
Joe K. Johnson, Manager
ASPEN: First Scientific, Inc.
5
<PAGE>
SCHEDULE I
Title of Security Transaction Securities Acquired (A) and Disposed (D)
Date Number of Price
Shares Per Share
Common Stock 05/15/00 416,667 A(1) $2.40
Common Stock 06/15/00 416,667 A(2) $2.40
Common Stock 06/29/00 416,667 A(3) $2.40
Common Stock 08/14/00 208,333 A(4) $2.40
(1) Preferred Stock acquired on May 15, 2000, with funding of $1,000,000.00
pursuant to the Securities Purchase Agreement dated as of May 15, 2000, which if
converted and exercised on that date would be convertible and exercisable for
the number of shares indicated.
(2) Preferred Stock acquired on June 15, 2000, with funding of $1,000,000.00
pursuant to the Securities Purchase Agreement dated as of May 15, 2000, which if
converted and exercised on that date would be convertible and exercisable for
the number of shares indicated.
(3) Preferred Stock acquired on June 29, 2000, with funding of $1,000,000.00
pursuant to the Securities Purchase Agreement dated as of May 15, 2000, which if
converted and exercised on that date would be convertible and exercisable for
the number of shares indicated.
(4) Preferred Stock acquired on August 14, 2000, with funding of $500,000.00
pursuant to the Securities Purchase Agreement dated as of May 15, 2000, which if
converted and exercised on that date would be convertible and exercisable for
the number of shares indicated.
ASPEN: First Scientific, Inc.
6