SEC 1746 (2-98)Potential persons who are to 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.

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 §§240.13d-1(e), 240.13d01(f) or 240.13d-1(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 in 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).

 

 

 

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Item 1.	Security and Issuer
	(a)                                Title of Class of Equity Securities:   Common stock (the “Common Stock”)   (b)                               Name of Issuer:   Zagg Incorporated (the “Issuer”)   (c)                                Address of Issuer’s Principal Executive Office:   3855 South 500 West, Suite J Salt Lake City, UT  84115
Item 2.	Identity and Background
	(a)-(b)               Name:  The name and addresses of the Reporting Persons (the “Reporting Persons”) are as follows:   Scott H. Huskinson (“Huskinson”) 919 North 1000 West Logan, UT  84321   Blane Johnson (“Johnson”) 2979 North 1325 East North Logan, UT  84341   Jeff Morgan (“Morgan”) 633 East 2160 North North Logan, UT  84341   Kent Wuthrich (“Wuthrich”) 391 Sheridan Ridge Lane Nibley, UT  84321   Steve Hansen (“Hansen”) 309 South 200 West Providence, UT  84332   Clay Broadbent (“Broadbent”) 1310 East 1550 North Logan, UT  84341   (c)                                Present principal occupation or employment of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted:   Huskinson is the CEO of ReminderBand, Inc. (“ReminderBand”), which is located at 919 South 1000 West, Logan, UT 84321.  ReminderBand develops accessories for the iPhone, iPad, iPod, and other consumer electronics.  Hansen is the Chief Financial Officer of ReminderBand.  Broadbent is a Senior Vice President of ReminderBand.  Johnson is the Chief Operating Officer of ReminderBand. Wuthrich is the Vice President of Creative of ReminderBand.  Morgan is a Sales Manager at ReminderBand.

 

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	(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:   Each of the Reporting Persons confirms that he has not been convicted, during the last five years, in a criminal proceeding.   (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:   Each of the Reporting Persons confirms that he has not, during the last five years, been a party to a civil proceeding, the type of which is described above.   (f)                                  Citizenship:  Each of the Reporting Persons confirms that he is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	On June 21, 2011, the Issuer acquired all of the outstanding shares of the stock of ReminderBand pursuant to a Stock Purchase Agreement (the “SPA”).  In connection with the SPA, each of the Reporting Persons, as a shareholder of ReminderBand, received the number of shares of the Common Stock indicated on the cover page hereof pertaining to such Reporting Person, in exchange for his shares of the stock of ReminderBand.
Item 4.	Purpose of Transaction
	See Item 3 above.  Each of the Reporting Persons reserves the right to purchase additional shares of the Common Stock or to dispose of shares of the Common Stock in the open market, in privately negotiated transactions or in any other lawful manner in the future.  Except as described above, each of the Reporting Persons presently has no plans or proposals which relate to or would result in any action enumerated in subparagraphs (a) through (j) of the instructions for Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
	(a)          Each of the Reporting Persons is the beneficial owner of the number of shares of the Common Stock indicated on the cover page hereof pertaining to such Reporting Person.  The number of shares of the Common Stock beneficially owned by each Reporting Person represents the percentage of the outstanding shares of the Common Stock that is indicated on the cover page hereof pertaining to such Reporting Person.  The total number of shares of the Common Stock beneficially owned by all of the Reporting Persons is 4,444,445 shares, which represents 15.4% of the outstanding shares of the Common Stock.  The filing of this statement is not, and shall not be interpreted as, an admission or determination by the Reporting Persons that they are or have been a group as specified in Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5(b)(1) promulgated thereunder.  In addition, the filing of this statement shall not be construed as an admission that the individual Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or the rules promulgated thereunder, the beneficial owner of the shares beneficially owned by the other Reporting Persons and each Reporting Person specifically disclaims any beneficial interest or ownership in the shares of the Common Stock beneficially owned by the other Reporting Persons.

 

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	(b)         The number of shares as to which each Reporting Person has sole power to vote, direct the vote, shared power to vote, direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition is indicated on the cover page hereof pertaining to such Reporting Person.   (c)          See Item 3 above.   (d)         Any other person known to have 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 acquired by the Reporting Persons.  None.   (e)          Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Pursuant to the terms of the SPA, the Reporting Persons entered into a Lock-Up Agreement, dated June 21, 2011 (the “Lock-Up Agreement”).  The Lock-Up Agreement imposes restrictions on the ability of the Reporting Persons to dispose of their shares of the Common Stock.   Other than as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.  No securities are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.
Item 7.	Material to be Filed as Exhibits
	7(a).                       Agreement relating to joint filing (1)   7(b).                      Securities Purchase Agreement dated as of June 21, 2011 by and among the Issuer, ReminderBand and the Reporting Persons (2)   7(c).                       Lock-Up Agreement dated as of June 21, 2011 by and among the Issuer and the Reporting Persons (1)

 

(1)          Filed herewith.

 

(2)          Previously filed as Exhibit 99.1 to the Issuer’s Form 8-K, as filed with the Securities and Exchange Commission on June 22, 2011.

 

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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.

 

 

June 29, 2011		/s/ SCOTT H. HUSKINSON
Date		Scott H. Huskinson
June 29, 2011		/s/ BLANE JOHNSON
Date		Blane Johnson
June 29, 2011		/s/ JEFF MORGAN
Date		Jeff Morgan
June 29, 2011		/s KENT WUTHRICH
Date		Kent Wuthrich
June 29, 2011		/s/ STEVE HANSEN
Date		Steve Hansen
June 29, 2011		/s/ CLAY BROADBENT
Date		Clay Broadbent

 

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EXHIBIT INDEX

 

Exhibit		Description
7(a).		Agreement relating to joint filing (1)
7(b).		Securities Purchase Agreement dated as of June 21, 2011 by and among the Issuer, ReminderBand and the Reporting Persons (2)
7(c).		Lock-Up Agreement dated as of June 21, 2011 by and among the Reporting Persons (1)

 

(1)          Filed herewith.

 

(2)          Previously filed as Exhibit 99.1 to the Issuer’s Form 8-K, as filed with the Securities and Exchange Commission on June 22, 2011.

 

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Exhibit 7(a)

 

AGREEMENT

 

The undersigned agree that this Schedule 13D relating to shares of the common stock of Zagg Incorporated shall be filed jointly on behalf of each of the undersigned.

 

 

June 29, 2011		/s/ SCOTT H. HUSKINSON
Date		Scott H. Huskinson
June 29, 2011		/s/ BLANE JOHNSON
Date		Blane Johnson
June 29, 2011		/s/ JEFF MORGAN
Date		Jeff Morgan
June 29, 2011		/s KENT WUTHRICH
Date		Kent Wuthrich
June 29, 2011		/s/ STEVE HANSEN
Date		Steve Hansen
June 29, 2011		/s/ CLAY BROADBENT
Date		Clay Broadbent

 

Exhibit 7(c)

 

LOCK-UP AGREEMENT

 

This LOCK-UP AGREEMENT (this “Agreement”) is entered into and effective as of June       , 2011 (“Effective Date”) by and between Zagg Incorporated, a Nevada corporation (the “Company”), CLAY BROADBENT, an individual residing in the State of Utah (“Broadbent”), SCOTT HUSKINSON, an individual residing in the State of Utah (“Huskinson”) JEFF MORGAN, an individual residing in the State of Utah (“Morgan”), KENT WUTHRICH, an individual residing in the State of Utah (“Wuthrich”) BLANE JOHNSON, an individual residing in the State of Utah (“Johnson”) and STEVEN HANSEN, an individual residing in the State of Utah (“Hansen”, and together with Broadbent, Huskinson, Morgan, Wuthrich and Johnson each, including their successors and assigns, a “Shareholder” and collectively, the “Shareholders”).

 

WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of the Effective Date (the “Stock Purchase Agreement”), the Company purchased all of the outstanding shares of REMINDERBAND, INC., a Utah corporation doing business as iFrogz™, (“iFrogz”) from the Shareholders (the “Acquisition”);

 

WHEREAS, pursuant to the Stock Purchase Agreement and in connection with the Acquisition, the Company issued to the Shareholders an aggregate of 4,444,444 shares (the “Acquisition Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”); and

 

WHEREAS, pursuant to the Stock Purchase Agreement the Shareholders agreed to enter into this Agreement in connection with the acquisition and with respect to the Acquisition Shares and the Company’s Common Stock.

 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Shareholders agree as follows:

 

1.                                       One-Year Prohibition on Sales or Transfers.  Each Shareholder, including such Shareholder’s Affiliated Entities (as defined below), hereby agrees that from the Effective Date until June       , 2012 (the “1 Year Lock-Up Period”), such Shareholder will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly fifty percent (50%) of the Acquisition Shares issued to such Shareholder pursuant to the terms of the Stock Purchase Agreement and in connection with the Acquisition (the “Lock-Up Shares”), (ii)enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of the Lock-Up Shares, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement with respect to the Lock-Up Shares. As used in this Agreement “Affiliated Entities” shall mean any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by such Shareholder or his descendants or spouse, of which such Shareholder or his descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a

 

 

lock-up agreement regarding the Company’s stock with terms substantially identical to this Agreement.

 

2.                                       Allowable Sales During 1 Year Lock-Up Period and Thereafter.  Notwithstanding the terms of Section 1 above, during the 1 Year Lock-Up Period any Shareholder may:

 

(a)                                  Transfer such Shareholder’s Lock-Up Shares, or any portion thereof, to the Company or its designee.

 

(b)                                 Make a bona fide charitable donation to a non-profit, religious organization or institution that is independent of such Shareholder (a “Charitable Donee”) of such Shareholder’s Lock-Up Shares, or any portion thereof.

 

(c)                                  Transfer such Shareholder’s Lock-Up Shares, or any portion thereof, to such Shareholder’s Affiliated Entities, so long as any such Affiliated Entity agrees in an additional written instrument delivered to the Company to be subject to the terms and conditions of this Agreement.

 

3.                                       Application of this Agreement to Lock-Up Shares Sold or Otherwise Transferred. Lock-Up Shares that are properly transferred to a Charitable Donee shall thereafter not be subject to the restrictions on sale or other transfer contained in this Agreement.  Transferred Lock-Up Shares may continue to be subject to restrictions imposed by federal or state securities laws and contractual agreements outside of this Agreement.

 

4.                                       Legends on Certificates. The certificates representing the Lock-Up Shares shall bear the following legends:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

 

Unless prohibited by applicable securities laws, the Company shall, without delay, instruct its transfer agent to remove the foregoing legend at the request of the Shareholder made at any time subsequent to six months following the Effective Date.

 

THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY

 

 

AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

 

The Company shall, without delay, instruct its transfer agent to remove the foregoing legend at the request of the Shareholder made at any time subsequent to 1 Year Lock-Up Period.

 

5.                                       180 Day Prohibition on Sales and Transfers of Common Stock. In addition to the 1 Year Lock-Up Period on the Lock-Up Shares, the Shareholders agree that, to the extent that the officers and directors of the Company agree to enter into an agreement with the underwriter containing similar terms, that they will not, without the prior written consent of the Company, during the period commencing on the date of the final prospectus relating to any sale of the Company’s Common Stock to the general public in an underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended (each a “Public Offering”) and ending on the date that is one hundred eighty (180) days from the date of any such Public Offering (“180 Day Lock-Up Period”): (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the undersigned or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The underwriters in connection with any Public Offering are intended third-party beneficiaries of this Agreement and shall have the right, power and authority to enforce this Agreement as though they were a party hereto.

 

6.                                       Attempted Transfers.  Any attempted or purported sale or other transfer by the Shareholders in violation or contravention of the terms of this Agreement shall be null and void ab initio. The Company shall, and shall instruct its transfer agent to, reject and refuse to transfer on its books any shares that may have been attempted to be sold or otherwise transferred in violation or contravention of any of the provisions of this Agreement and shall not recognize any person or entity

 

7.                                       Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada.

 

8.                                       Notices. Any notices and other communications given pursuant to this Agreement shall be in writing and shall be delivered in accordance with the delivery of notices under the Stock Purchase Agreement.

 

 

9.                                       Binding Effect. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns and to the Shareholders and their respective permitted heirs, personal representatives, successors and assigns.

 

10.                                 Entire Agreement. This Agreement, together with the Stock Purchase Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and the transactions contemplated hereby and supersedes all prior written and oral agreements, arrangements and understandings relating to the subject matter hereof. This Agreement may only be amended by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

 

11.                                 Remedies.  The parties hereto acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in such party’s sole discretion, apply to any court of competent jurisdiction for specific performance or injunctive relief or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party hereto waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof, whether at law or in equity, shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

 

12.                                 Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, of the parties hereto.

 

[SIGNATURE PAGE TO FOLLOW]

 

 

IN WITNESS WHEREOF, this Agreement has been signed as of the Effective Date.

 

 

	COMPANY:
	ZAGG INCORPORATED,
	a Nevada corporation
	By:	/s/ ROBERT G. PEDERSEN II
	Name: Robert G. Pedersen II
	Title: CEO
	SHAREHOLDERS:
	/s/ CLAY BROADBENT
	CLAY BROADBENT
	/s/ SCOTT HUSKINSON
	SCOTT HUSKINSON
	/s/ KENT WUTHRICH
	KENT WUTHRICH
	/s/ JEFF MORGAN
	JEFF MORGAN
	/s/ BLANE JOHNSON
	BLANE JOHNSON
	/s/ STEVEN HANSEN
	STEVEN HANSEN

 

SIGNATURE PAGE

TO THE

LOCK-UP AGREEMENT