-----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, Jw7Txn4CXIMDgfxmATZ0N23qXEu7zrf1RRVAzLuj0TaqQBtlQLfy0srQW9ceTpIB +v98SMJ76z6EqyfPmCnnmw== 0000096313-01-000003.txt : 20010123 0000096313-01-000003.hdr.sgml : 20010123 ACCESSION NUMBER: 0000096313-01-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SCIENTIFIC INC CENTRAL INDEX KEY: 0000925665 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 330611745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-59589 FILM NUMBER: 1508163 BUSINESS ADDRESS: STREET 1: 1877 WEST 2800 SOUTH SUITE 200 STREET 2: UNIT A CITY: OGDEN STATE: UT ZIP: 84401 BUSINESS PHONE: 7146601500 MAIL ADDRESS: STREET 1: 1877 WEST 2800 SOUTH STREET 2: UNIT A CITY: OGDEN STATE: UT ZIP: 84401 FORMER COMPANY: FORMER CONFORMED NAME: SPPS FINANCIAL CORP DATE OF NAME CHANGE: 19940620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN CAPITAL RESOURCES LLC CENTRAL INDEX KEY: 0001103202 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 870635292 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) December 31, 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. 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 16,624,486 Shares consisting of 4,800 Shares of Common Stock and 16,619,686 Shares as to which the Reporting Person has voting rights pursuant to the Series 2000-A Convertible Preferred Stock 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 16,624,486 Shares consisting of 4,800 Shares of Common Stock and 16,619,686 Shares as to which the Reporting Person has voting rights pursuant to the Series 2000-A Convertible Preferred Stock ASPEN: First Scientific, Inc. Dec 31, 2000 -1- 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,624,486 Shares consisting of 4,800 Shares of Common Stock and 16,619,686 Shares as to which the Reporting Person has voting rights pursuant to the 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) 41.9% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO ASPEN: First Scientific, Inc. Dec 31, 2000 -2- This Amendment No. 2 to the 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"). Capitalized terms not otherwise defined herein have the meanings given in the Statement on Schedule 13D filed with respect to the reporting date of August 14, 2000. This Amendment is filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended. Item 5 of Schedule 13D are hereby amended and restated in its entirety, as follows: Item 5. Interest in Securities of the Issuer (a) - (b) As of December 31, 2000, the Reporting Person was the holder of 4,800 Shares and 3,652 shares of the Series 2000-A Convertible Preferred Stock of the Company. The Preferred Stock is not convertible until April 3, 2001, however, the Reporting Person has the power to vote the number of Shares into which the Preferred Stock is convertible as though immediately convertible. The Conversion Price for the Preferred Stock is 80% of the average of the 3 lowest closing bid prices during the 15 trading days preceding the date of conversion. 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, 16,624,486, or 41.9% of the Company's outstanding Shares 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 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, Joe K. Johnson, is 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 since the most recent filing of an amendment to Schedule 13D, 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 since the most recent filing of Schedule 13D. (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. ASPEN: First Scientific, Inc. Dec 31, 2000 -3- (e) Not applicable. 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: December 31, 2000 ASPEN CAPITAL RESOURCES, LLC By: /s/ ------------------------------------------------------------- Joe K. Johnson, Manager ASPEN: First Scientific, Inc. Dec 31, 2000 -4- SCHEDULE I Title of Security Transaction Securities Acquired (A) and Disposed (D) Date ---------------------------------------- Number of Price Shares Per Share Common Stock 12/08/00 15,000 D $ .33 Common Stock 12/11/00 65,000 D $ .31 Common Stock 12/12/00 10,000 D $ .29 Common Stock 12/13/00 125,000 D $ .25 Common Stock 12/14/00 10,000 D $ .24 Common Stock 12/15/00 55,000 D $ .52 Common Stock 12/18/00 30,000 D $ .57 Common Stock 12/19/00 10,000 D $ .53 Common Stock 12/27/00 425,000 D $ .35 Common Stock 12/29/00 5,000 D $ .27 ASPEN: First Scientific, Inc. Dec 31, 2000 -5- -----END PRIVACY-ENHANCED MESSAGE-----