-----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, FsG7cgQ0UECWZCxivMcqkxyiLkCO0TI7Uncms6A1UxgvYlKdfsg+BrGwO1RjX2DL IS7VsUwfOuGWJjewha/IUg== 0001021890-97-000058.txt : 19970227 0001021890-97-000058.hdr.sgml : 19970227 ACCESSION NUMBER: 0001021890-97-000058 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970226 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION FINANCIAL LTD CENTRAL INDEX KEY: 0000711210 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 840858679 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34590 FILM NUMBER: 97543389 BUSINESS ADDRESS: STREET 1: 80 NORTH HOYT ST CITY: DENVER STATE: CO ZIP: 80226 BUSINESS PHONE: 8183044167 MAIL ADDRESS: STREET 1: 80 NORTH HOYT STREET CITY: DENVER STATE: CO ZIP: 80226 FORMER COMPANY: FORMER CONFORMED NAME: ORION BROADCAST GROUP INC DATE OF NAME CHANGE: 19900130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE WILLIAM J CENTRAL INDEX KEY: 0001034472 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: 1401 SEVENTEENTH ST STREET 2: STE 1300 CITY: DENVER STATE: CO ZIP: 80202 SC 13D 1 SCHEDULE 13D OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form .....14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ORION FINANCIAL, LTD. ---------------------------------------- (Name of Issuer) No Par Value Common Stock ---------------------------------------- (Title of Class of Securities) 68627L 10 3 ---------------- (CUSIP Number) Dean H. Boedeker, 80 North Hoyt Street Denver, CO 80226 (303) 238-0937 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 1996 ------------------------------------------------ (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-l(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 1 of 5 pages SCHEDULE 13D CUSIP No. 68627L 10 3 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William J. White S.S. No.: ###-##-#### ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A ------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 472,250 shares (includes 400,000 shares underlying BENEFICIALLY presently exercisable option) OWNED BY ---------------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING 0 PERSON ---------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 472,250 shares (includes 400,000 shares underlying presently exercisable option) ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,250 shares (includes 400,000 shares underlying presently exercisable option) ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.4% -------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 5 pages ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the no par value common stock of Orion Financial, Ltd., a Colorado corporation ("Issuer"). The name and address of the issuer of such securities is: Orion Financial, Ltd. 80 North Hoyt Street Denver, Colorado 80226 ITEM 2. IDENTITY AND BACKGROUND (a) Name: William J. White (b) Address of Principal Business and Principal Office: 1401 Seventeenth Street, Suite 1300 Denver, Colorado 80202 (c) Present Principal Occupation: Director of the Issuer (d) I have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) During the last five years, I have not been a party to any civil proceedings before any judicial or administrative body of competent jurisdiction as a result of which I have been or am subject to any judgment, decree or final order enjoining any violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) I am a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Option described in Item 5(c) below was granted to William J. White as compensation for services performed for the Issuer. There was no monetary consideration associated with this transaction. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transaction was to provide compensation to William J. White for services performed for the Issuer. The transaction does not involve any plans or proposals which might be considered to be an extraordinary corporate transaction or which would result in a material change in the business of the Issuer or its corporate structure. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) William J. White owns directly 472,250 shares (9.4% of the Issuer's outstanding shares) which includes 400,000 shares underlying a presently exercisable option. (b) William J. White is deemed to have sole beneficial voting and disposition power of the shares. The Reporting Person owns no other shares of the Issuer, directly or indirectly, except as reported herein. (c) The purpose of this form is to report that William J. White became a beneficial owner of more than five percent of the no par value common stock of the Issuer because of the following transaction: Page 3 of 5 pages On September 16, 1996, the Issuer granted to William J. White a stock option to purchase 400,000 shares of the Issuer's no par value common stock which option became exercisable on September 16, 1996, and will expire on September 16, 2001. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described in Item 5(c) above, effective September 16, 1996, an Option to purchase 400,000 shares of the Issuer's no par value common stock was granted to William J. White. A copy of the Option Agreement is attached hereto as Exhibit 1. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Option Agreement to Purchase 400,000 shares of common stock. Page 4 of 5 pages 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. /s/ William J. White ------------------------------------------ William J. White Date Signed: January 31, 1997 ----------------------------------------- Page 5 of 5 Pages EX-1 2 OPTION AGREEMENT FOR 400,000 SHARES THIS OPTION AND THE SHARES ISSUABLE UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE BLUE SKY LAWS. THIS OPTION AND THE SHARES ISSUABLE UPON EXERCISE OF THIS OPTION MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH TRANSFER, OR EXCEPT UPON RECEIPT BY ORION FINANCIAL, LTD. OF AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR TRANSFER IS NOT IN VIOLATION OF THE ACT OR ANY APPLICABLE SECURITIES LAWS. OPTION AGREEMENT THIS OPTION AGREEMENT ("Agreement") is effective as of the 16th day of September, 1996, by and between Orion Financial, Ltd. ("Orion") and William J. White ("Recipient"). 1. Grant of Option. Orion hereby grants to Recipient an option to purchase 400,000 shares of Common Stock of Orion at a price of $.03 per share. 2. Exercise. Recipient may exercise the option in whole at any time or in part from time to time by giving written notice of exercise together with payment of the option price. The option shall expire on September 16, 2001. 3. Dilution or Other Agreement. a. In the event that additional shares of Common Stock are issued pursuant to a stock split, a stock dividend or similar event, the number of shares of Common Stock then covered by each outstanding option granted hereunder shall be increased proportionately with no increase in the total purchase price of the shares then so covered. b. In the event that the shares of Common Stock of the Company from time to time issued and outstanding are reduced by a combination of shares, the number of shares of Common Stock then covered by each outstanding option granted hereunder shall be reduced proportionately with no reduction in the total price of the shares then so covered. c. In the event that the Company should transfer assets to another corporation and distribute the stock of such other corporation without the surrender of Common Stock of the Company, then the total purchase price of the shares covered by each outstanding option shall be reduced by an amount which bears the same ratio to the total purchase price then in effect as the market value of the stock distributed in respect of a share of the Common Stock of the Company, immediately following the distribution, bears to the aggregate of the market value at such time of a share of the Common Stock of the Company and the stock distributed in respect thereof. d. In the event of a merger of the Company into another corporation, then any options shall be exercisable into the number of shares and any other consideration which the option holder would have received if he had owned the shares subject to the option on the effective date of the merger. All such adjustments shall be made by the Board, whose determination upon the same shall be final and binding upon the optionees. No fractional shares shall be issued, and any fractional shares resulting from the computations pursuant to this Section shall be eliminated from the respective option. No adjustment shall be made for cash dividends or the issuance to stockholders of rights to subscribe for additional Common Stock or other securities. 2 4. Listing and Registration of Shares. Each option shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of shares thereunder, such option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. 5. Representations and Warranties. a. Recipient hereby makes the following covenants, representations and warrants to Orion: i) The shares of Common Stock to be acquired hereunder will be acquired for his own account, are for investment, and without view to the distribution of any portion thereof. ii) That he is aware that no federal or state agency has made any finding or determination as to the fairness of this investment, nor any recommendation nor endorsement with respect to this investment. iii) That he understands that he must bear the economic risk of this investment for an indefinite period of time because the securities have not been registered under the Securities Act of 1933 or any state securities laws and, therefore, cannot be sold unless registered under such Act or such laws or an exemption from such registration is available. b. It shall be a condition to the transfer of the Common Stock to be acquired hereunder that Recipient and any transferee take all steps which in the opinion of Orion are necessary to ensure compliance with all state and federal securities laws. c. Recipient agrees that the certificates representing the Common Stock to be acquired hereunder shall contain the legend set forth below and that appropriate instructions shall be given to any transfer agent of such stock to insure compliance with such legend: The shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") or any state blue sky laws. The shares represented by this certificate may not be sold or otherwise transferred in any manner except pursuant to an effective registration statement covering such transfer, or except upon receipt by Orion Financial, Ltd. of an opinion of counsel satisfactory to it that such sale or transfer is not in violation of the Act or any applicable securities laws. d. Recipient agrees that this Option and the shares issuable upon exercise hereof shall be transferable only in accordance with, in the case of this Option, the legend hereon and in the case of the shares, the legend set forth in Section c above. 6. Attorney Fees. In the event of litigation to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to payment of all its costs and attorneys' fees incurred in connection therewith. 7. Notices. All notices required or authorized by this Agreement shall be in writing and shall refer to this Agreement. All notices shall be effective upon delivery if delivered in person or upon mailing if mailed first-class mail, postage prepaid, as follows: 3 If to Orion: Orion Financial, Ltd. c/o Dean H. Boedeker Orion Financial, Ltd. 80 North Hoyt Street Denver, Colorado 80226 If to Recipient: William J. White 4582 South Ulster Street Parkway Suite 1500 Denver, CO 80237 Either party may change its address for receipt by notice given as indicated herein. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 9. Severability. It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision or portion of this Agreement shall be adjudicated to be invalid or unenforceable, this Agreement shall be deemed amended to delete herefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one and the same instrument. 11. Entire Agreement. This instrument sets forth the entire agreement and understanding among the parties and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No provision of this Agreement shall be altered, amended or revoked except by an instrument in writing signed by the parties hereto. 12. Successors and Assigns. Except as herein set forth, this Agreement shall extend to and be binding upon the successors, assigns, heirs and legal representatives of the parties hereto. No party hereto shall have further rights under this Agreement when he ceases to own any shares of Orion. If Recipient, prior to his death, elects or becomes obligated to purchase shares hereunder, the estate of Recipient shall purchase such shares and comply with all the provisions hereof. 13. Miscellaneous. Words used herein, regardless of the number or gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. As used herein "person" shall mean any natural person, corporation, partnership, trust, state or other entity. DATED as of October 13, 1996. ORION FINANCIAL, LTD., a Colorado corporation By: ---------------------------- Dean H. Boedeker, President RECIPIENT: -------------------------------- WILLIAM J. WHITE -----END PRIVACY-ENHANCED MESSAGE-----