SC 13D 1 roberts13d-503.txt STEPHEN ROBERTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _________)* DEVELOPED TECHNOLOGY RESOURCE, INC. (Name of Issuer) COMMON STOCK $.01 PAR VALUE (Title of Class of Securities) 25159B-200 (CUSIP Number) JANNA R. SEVERANCE, ESQ. MOSS & BARNETT, P.A. 4800 WELLS FARGO CENTER 90 SOUTH SEVENTH STREET MINNEAPOLIS, MN 55402 (612) 347-0367 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) April 30, 2003 (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 ss.240.13d-1(e), ss.240.13d-1(f) or ss.240.13d-1(g), check the following box |_|. SCHEDULE 13D CUSIP No. 25159B-200 Page 2 of 6 pages, including exhibits 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen C. Roberts 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| N/A 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) N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER 740,398 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 740,398 10 SHARED DISPOSITIVE POWER -0- 2 SCHEDULE 13D CUSIP No. 25159B-200 Page 3 of 6 pages, including exhibits 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 740,398 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.6 percent. Based upon 2,560,885 shares outstanding, plus 218,005 shares which may be acquired upon exercise of a warrant by the reporting person. Such 218,005 shares are included in the 740,398 shares reported as beneficially owned. 14 TYPE OF REPORTING PERSON* IN ITEM 1. SECURITY AND ISSUER State the title of the class of equity securities to which this statement relates and the name and address of the principal executive offices of the issuer of such securities. The equity securities to which this statement relates are common stock, $.01 par value. The common stock which is the subject of this statement on Schedule 13D includes 522,393 shares of issued and outstanding common stock owned by Stephen C. Roberts and 218,005 shares of common stock which may be acquired by him upon exercise of a warrant. The issuer's name and address is: Developed Technology Resource, Inc. Southpoint Office Center 1650 West 82nd Street, Suite 1040 Bloomington, MN 55431 ITEM 2. IDENTITY AND BACKGROUND (a) Name: Stephen C. Roberts 3 SCHEDULE 13D CUSIP No. 25159B-200 Page 4 of 6 pages, including exhibits (b) Business address: Southpoint Office Center, 1650 West 82nd Street, Suite 1040, Bloomington, MN 55431 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Chief Executive Officer of Developed Technology Resource, Inc. (DTR) (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case: N/A. (e) Whether or not, during the last five years, such person was 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; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: N/A. (f) Citizenship: U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION All shares were acquired in an acquisition of GelStat Corp. by DTR. Mr. Roberts exchanged all of his shares and warrants in GelStat for shares and warrants in DTR at an exchange ratio of .4360083 DTR shares for each GelStat share. There was no cash consideration exchanged. The acquisition was effected by a reverse triangular merger in which GelStat became a wholly-owned subsidiary of DTR. ITEM 4. PURPOSE OF TRANSACTION The transaction was part of the acquisition of GelStat by DTR. See Item 3. 4 SCHEDULE 13D CUSIP No. 25159B-200 Page 5 of 6 pages, including exhibits ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate number and percentage of the class of securities beneficially owned: See cover page, Items 11 and 13. (b) Number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition: See cover page, Items 7-10. (c) Transactions in the securities effected during the past sixty days: The only transaction by Mr. Roberts during the past 60 days is his acquisition of DTR stock in the acquisition transaction described in Item 3, above. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) The date on which the reporting person ceased to be the beneficiary owner of more than five percent of the class of securities: N/A. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The reporting person has entered into a voting agreement (filed as an exhibit to this report) pursuant to which he has agreed to vote his shares for the election of Peter L. Hauser to the Board of Directors of DTR to serve for a term expiring in 2007. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following documents are incorporated by reference to the exhibits filed as a part of Report on Form 8-K by DTR with respect to the acquisition transaction, which occurred on April 30, 2003: Agreement and Plan of Merger 8-K Exhibit No. 10.51 Voting Agreement 8-K Exhibit No. 9.0 5 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. May 9, 2003 /s/ Stephen C. Roberts ----------- ---------------------- Date Signature 6