-----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, Nwn2oiL+0j/tzSzepVsOPdHDkj7J5s0AzNtpSn09JaPnSspvHhYtTlr98CCT7Myf XkvDLgRThypwisUrw7aXTQ== 0001104659-08-032014.txt : 20080512 0001104659-08-032014.hdr.sgml : 20080512 20080509174742 ACCESSION NUMBER: 0001104659-08-032014 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080512 DATE AS OF CHANGE: 20080509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Morissette Donald W. CENTRAL INDEX KEY: 0001434703 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 425.458.4510 MAIL ADDRESS: STREET 1: 4230 GALEWOOD, SUITE 100 CITY: LAKE OSWEEGO STATE: OR ZIP: 97035 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ETELOS, INC. CENTRAL INDEX KEY: 0001045739 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770407364 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61513 FILM NUMBER: 08819992 BUSINESS ADDRESS: STREET 1: 1900 O'FARRELL STREET, STE. 320 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 425.458.4510 MAIL ADDRESS: STREET 1: 1900 O'FARRELL STREET, STE. 320 CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: TRIPATH TECHNOLOGY INC DATE OF NAME CHANGE: 20000414 SC 13D 1 a08-14086_1sc13d.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

ETELOS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

29760D100

(CUSIP Number)

DONALD W. MORISSETTE

4230 GALEWOOD, SUITE 100

LAKE OSWEGO, OREGON 97035

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 22, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of § §240.1 3d- l(e), 240.13d-l(f) or 240.13d- l(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No.	29760D100

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	DONALD W. MORISSETTE

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

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 Shares Beneficially by Owned by Each Reporting Person With	7.	Sole Voting Power 8,174,020

	8.	Shared Voting Power

	9.	Sole Dispositive Power 8,174,020

	10.	Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,174,020

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.	Percent of Class Represented by Amount in Row (11) 36%

14.	Type of Reporting Person (See Instructions)
	IN

Item 1. Security and Issuer

The class of equity to which this Schedule 13D (this “Schedule”) relates is the common stock, $0.01 par value per share (the “Common Stock”), of Etelos, Inc., a Delaware corporation (the “Issuer”), which has its principal place of business at 1900 O’Farrell Street, Suite 320, San Mateo, California 94403.

Item 2. Identity and Background

(a) This Schedule is filed by Donald W. Morissette, an individual (the “Reporting Person”).

(b) The Reporting Person’s business address is 4230 Galewood, Suite 100, Lake Oswego, Oregon 97035.

(c) The Reporting Person’s present principal occupation or employment (and the principal business and address of any corporation or organization in which such employment is conducted) is as follows: The Reporting Person is the owner of land development and home building company. The principal business address of the organization in which such employment is conducted is 4230 Galewood, Suite 100, Lake Oswego, Oregon 97035.

(d) and (e) Mr. Morissette has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Morissette has not during the last five years 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.

(f) Mr. Morissette is a U.S. citizen.

Item 3. Source and Amount of Funds or Other Consideration

The response to Item 5(c), below, is incorporated herein by reference. The Reporting Person acquired his shares of Common Stock for general investment purposes. The source of funds of the Reporting Person for the acquisitions was personal funds. The net investment cost of the shares of Common Stock beneficially owned by the Reporting Person is $1,932,000.

Item 4. Purpose of Transaction

The Common Stock beneficially owned by the Reporting Person was acquired and held for investment purposes.

The Reporting Person may also pursue other alternatives available in order to maximize the value of his investment in the Issuer. Such alternatives could include, without limitation: (a) the purchase of additional Common Stock in the open market, in privately negotiated transactions or otherwise, and (b) the sale of all or a portion of the Common Stock now owned or hereafter acquired by him.

Other than as set forth above in this Item 4, the Reporting Person has no other existing plan or proposal which relates to or would result in any of the matters enumerated in clauses (a) through (j), inclusive, of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)-(b) The responses to Items 7 through 13 of the cover page of this Schedule are incorporated herein by reference. As of May 8, 2008, the Reporting Person owns 8,274,020 shares of Common Stock. Such shares constitute approximately 36% of the issued and outstanding shares of the Common Stock (based upon the 22,705,634 shares of the Common Stock stated to be issued and outstanding by the Issuer on the Form S-1 filed on May 8, 2008).

(c) The Reporting Person acquired the 8,274,020 shares of Common Stock as a result of the merger between Etelos, Incorporated, a Washington corporation and the Issuer (formerly known as Tripath Technologies, Inc.), which was effective on April 22, 2008. Pursuant to the merger, Etelos, Incorporated merged with and into the Issuer, at which time the separate corporate existence of Etelos, Incorporated ceased and the Issuer continued after the merger as the surviving corporation. By virtue of the merger, all shares of stock of Etelos, Incorporated outstanding at the effective time of the merger were converted into shares of the Issuer’s common stock at a ratio of one share of the Issuer’s common stock for every three shares of common stock of Etelos, Incorporated. The Reporting Person held shares of common stock of Etelos, Incorporated, and as a result of the merger, now holds shares of common stock of the Issuer.

(d) The Reporting Person knows of no other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by such Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described in Items 3, 4 and 5, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, 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 or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

1. Power of Attorney dated May 8, 2008.

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, 2008

Date

/s/ Richard Snyder

Signature

Richard Snyder, Attorney-in-fact for Donald W. Morissette

Name/Title

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-24 2 a08-14086_1ex24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Edith Lander and Richard Snyder, and each of them, signing individually, his or her true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, with respect to the undersigned’s stock ownership of Etelos, Inc., a Delaware corporation (“Company”), Forms 3, 4 and 5 (the “Forms”) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulation promulgated thereunder, and any schedules (the “Schedules”) required to be filed as a result thereof under Section 13(d) of the Exchange Act, and the rules and regulation promulgated thereunder;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any Forms and Schedules and the timely filing of such form with the appropriate regulatory authorities and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any of Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8 day of May 2008.

	/s/ Donald W. Morissette
	Donald W. Morissette

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