-----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, F8w8M738bXH84XBk2ZvZ0PzMrXEikAoMjysK1SeqFAD1qoYZwln2WEH74sB9Bjg5 n6+mFA6fT273nw780OBDWw== /in/edgar/work/20000720/0000096313-00-000178/0000096313-00-000178.txt : 20000920 0000096313-00-000178.hdr.sgml : 20000920 ACCESSION NUMBER: 0000096313-00-000178 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000720 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLEXPOINT SENSOR SYSTEMS INC CENTRAL INDEX KEY: 0000925660 STANDARD INDUSTRIAL CLASSIFICATION: [3829 ] IRS NUMBER: 870620425 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54533 FILM NUMBER: 675960 BUSINESS ADDRESS: STREET 1: 6906 SOUTH 300 WEST STREET 2: STE 550 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015685111 MAIL ADDRESS: STREET 1: 6906 SOUTH 300 WEST STREET 2: STE 200 CITY: MIDVALE STATE: UT ZIP: 84047 FORMER COMPANY: FORMER CONFORMED NAME: MICROPOINT INC DATE OF NAME CHANGE: 19980424 FORMER COMPANY: FORMER CONFORMED NAME: NANOTECH CORP DATE OF NAME CHANGE: 19940620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN CAPITAL RESOURCES LLC CENTRAL INDEX KEY: 0001103202 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 870635292 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8989 SOUTH SCHOFIELD CIRCLE CITY: SANDY STATE: UT ZIP: 84093 BUSINESS PHONE: 8015230602 MAIL ADDRESS: STREET 1: 8989 SOUTH SCHOFIELD CIRCLE CITY: SANDY STATE: UT ZIP: 84093 SC 13D 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.__)* 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) April 4, 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). 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 1,068,376 Shares issuable on conversion of convertible Debentures 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 1,068,376 Shares issuable on conversion of convertible Debentures 10. SHARED DISPOSITIVE POWER 0 Shares 1 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,068,376 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) 5.4% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO 2 This 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 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 Flexpoint Sensor Systems, Inc., a Delaware corporation. The Company has its principal executive offices at 6906 South 300 West, Midvale, Utah 84047. 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. 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 $2,500,000.00 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 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 3 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 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 April 4, 2000, the Reporting Person was the holder of $2,500,000 of Debentures, 67% of which are deemed 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, 1,068,376 Shares, or 5.4% 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 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 4 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. (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 March 3, 2000 which is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 3, 2000 and filed with the Securities and Exchange Commission on March 17, 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: July 7, 2000 ASPEN CAPITAL RESOURCES, LLC By: /s/ ----------------------------- Joe K. Johnson, Manager 5 SCHEDULE I
Title of Security Transaction Securities Acquired (A) and Disposed (D) Date ---------------------------------------- Number of Price Shares Per Share Common Stock 02/04/00 5,000 A $2.023 Common Stock 02/22/00 5,000 D $2.534 Common Stock 03/03/00 427,350 A(1) $1.56 Common Stock 04/04/00 213,675 A(2) $1.56
(1) Debentures acquired on March 3, 2000, with funding of $2,000,000.00 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. (2) Debentures acquired on April 4, 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. 6 -----END PRIVACY-ENHANCED MESSAGE-----