-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PGgmW4N3fS22F6Pq+2ds/LFtXvRWFoC1BTL7W1YF6atmi7HTPTrnuRojT94t7Yte xyTsYYAvYg32G5xzqbr1gg== 0001001348-97-000027.txt : 19970222 0001001348-97-000027.hdr.sgml : 19970222 ACCESSION NUMBER: 0001001348-97-000027 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970219 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVIDEC INC CENTRAL INDEX KEY: 0001023734 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 330502730 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50341 FILM NUMBER: 97538167 BUSINESS ADDRESS: STREET 1: 14 IVERNESS DR STREET 2: BLDG F SUITE 116 CITY: ENGLEWOOD STATE: CO ZIP: 80112 MAIL ADDRESS: STREET 1: 14 INVERNESS DR STREET 2: BLDG F SUITE 116 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARMIJO RALPH CENTRAL INDEX KEY: 0001029046 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 14 INVERNESS DR STREET 2: BLDG F STE 116 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037907565 MAIL ADDRESS: STREET 1: 14 INVERNESS DR STREET 2: BLDG F STE 116 CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NAVIDEC, Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 639 34Q 101 (CUSIP Number) NAVIDEC, Inc. 14 Inverness Drive, Building F, Suite 116 Englewood, CO 80112 (303) 790-7565 Attn: Ralph Armijo (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Effective Date of the Form 8-A Registration Statement of NAVIDEC, Inc. (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 the statement [ ]. (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). * 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). SCHEDULE 13D CUSIP No. 639 34Q 101 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Ralph Armijo 2) Check the Appropriate Box if a Member of a Group* (a) (b) X (3) SEC Use Only: (4) Source of Funds (See Instructions): PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization: United States Number of (7) Sole Voting Power 831,659 Shares Bene- ficially (8) Shared Voting Power -0- Owned by Each Report- (9) Sole Dispositive Power 831,659 ing Person With (10) Shared Dispositive Power -0- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 831,659 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ____ (13) Percent of Class Represented by Amount in Row (11) 29% (14) Type of Reporting Person (See Instructions) IN Item 1. Security and Issuer. Common Stock, no par value (the "Common Stock"), of NAVIDEC, Inc. ("NAVIDEC" or the "Company"), 14 Inverness Drive, Building F, Suite 116 Englewood, Colorado 80112 Item 2. Identity and Background. Ralph Armijo, 14 Inverness Drive, Building F, Suite 116, Englewood, Colorado 80112 is President, Chief Executive Officer and Director of NAVIDEC, Inc., 14 Inverness Drive, Building F, Suite 116, Englewood, Colorado 80112. He has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Armijo has not, during the last five years been 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. Mr. Armijo is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. In June 1993, 108,419 shares were issued to Ralph Armijo upon the founding of the Company in consideration of $5,000. ___________________________. In February 1994, Art Armijo conveyed to Ralph Armijo an additional 2,169 shares in accordance with the original intent of Art Armijo and Ralph Armijo in founding the Company. In June 1996, Ralph Armijo conveyed to various employees of NAVIDEC a total of 83,810 shares in consideration of their past services to the Company. Also in June 1996, Ralph Armijo exercised options granted in 1993 and 1994 for a total of 804,881 shares at a total exercise price for all options of $1,745.00. **All reported share figures assume the effect of: (1) a 1-for-2 reverse split of NAVIDEC's outstanding common shares effected October 18, 1996; (2) a 510.2041-for-1 forward split of NAVIDEC's outstanding common stock effected June 21, 1996; and (3) a .85- for-1 reverse split of NAVIDEC's outstanding shares to be effective on the effective date of the Company's Form SB-2 Registration Statement initially filed with the Commission on October 18, 1996 ("NAVIDEC SB-2"). Item 4. Purpose of Transaction. Ralph Armijo does not have any plan or proposal, either individually or collectively with another person, which relates to or would result in: (a) The acquisition by any person of additional securities of NAVIDEC, or the disposition of securities of NAVIDEC; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving NAVIDEC or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of NAVIDEC or any of its subsidiaries; (d) Any change in the present board of directors or management of NAVIDEC, including any plans or proposals to change the number of term or directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of NAVIDEC; (f) Any other material change in NAVIDEC's business or corporate structure; (g) Changes in NAVIDEC's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of NAVIDEC by any person; (h) Causing a class of securities of NAVIDEC to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer system of a registered national securities association; (i) A class of equity securities of NAVIDEC becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Ralph Armijo beneficially owns 831,659 shares of Common Stock, which upon completion of the public offering contemplated by the NAVIDEC SB-2 will be 29% of the issued and outstanding shares of Common Stock calculated in accordance with Rule 13d-3. (b) Ralph Armijo has sole power to vote or to direct the vote of and the sole power to dispose or to direct the disposition of all 831,659 shares of Common Stock he currently holds. (c) Other than as set forth herein, there have been no transactions in NAVIDEC Common Stock effected during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Ralph Armijo. (e) Not applicable. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Ralph Armijo will enter into a Lock-up Agreement on the effective date of the NAVIDEC SB-2 in connection with the public offering contemplated thereby. Pursuant to such agreement, Mr. Armijo will agree not to sell any of his common stock for the twelve months following the effective date of the NAVIDEC SB-2. Mr. Armijo is not a party to any other contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put 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. (a) Form of Lock-Up Agreement 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. February 19, 1997 /s/ Ralph Armijo Date Signature Ralph Armijo, President and Chief Executive Officer Name/Title -----END PRIVACY-ENHANCED MESSAGE-----