0001104659-12-045131.txt : 20120622 0001104659-12-045131.hdr.sgml : 20120622 20120622091603 ACCESSION NUMBER: 0001104659-12-045131 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120622 DATE AS OF CHANGE: 20120622 GROUP MEMBERS: BLANE JOHNSON GROUP MEMBERS: CLAY BROADBENT GROUP MEMBERS: JEFF MORGAN GROUP MEMBERS: KENT WUTHRICH GROUP MEMBERS: STEVE HANSEN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Huskinson Scott H. CENTRAL INDEX KEY: 0001524406 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 919 NORTH 1000 WEST CITY: LOGAN STATE: UT ZIP: 84321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZAGG Inc CENTRAL INDEX KEY: 0001296205 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 202559624 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82683 FILM NUMBER: 12920985 BUSINESS ADDRESS: STREET 1: 3855 S 500 W. STREET 2: SUITE J CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 801-263-0699 MAIL ADDRESS: STREET 1: 3855 S 500 W. STREET 2: SUITE J CITY: SALT LAKE CITY STATE: UT ZIP: 84115 FORMER COMPANY: FORMER CONFORMED NAME: Zagg INC DATE OF NAME CHANGE: 20070301 FORMER COMPANY: FORMER CONFORMED NAME: Amerasia Khan Enterprises Ltd. DATE OF NAME CHANGE: 20040701 SC 13D/A 1 a12-15114_1sc13da.htm SC 13D/A

 

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. 2)*

 

Zagg Incorporated

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

98884U108

(CUSIP Number)

 

Keith L. Pope

Parr Brown Gee & Loveless

185 South State Street, Suite 800

Salt Lake City, UT 84111

(801) 532-7840

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

 

June 21, 2012

(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), 240.13d-1(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).

 


 

CUSIP No.  98884U108

 

 

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Scott H. Huskinson

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
828,450 (of which 342,053 shares are held indirectly through The Huskinson Family Foundation) 

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
828,450 (of which 342,053 shares are held indirectly through The Huskinson Family Foundation)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
828,450 (of which 342,053 shares are held indirectly through The Huskinson Family Foundation)

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
2.7%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No.  98884U108

 

 

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Clay Broadbent

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
773,169 (of which 211,772 shares are held indirectly through The Broadbent Family Foundation)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
773,169 (of which 211,772 shares are held indirectly through The Broadbent Family Foundation)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
773,169 (of which 211,772 shares are held indirectly through The Broadbent Family Foundation)

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
2.6%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

3


 

CUSIP No.  98884U108

 

 

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Blane Johnson

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
72,205

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
72,205

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
72,205

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
.2%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

4


 

CUSIP No.  98884U108

 

 

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jeff Morgan

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
72,205

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
72,205

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
72,205

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
.2%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

5


 

CUSIP No.  98884U108

 

 

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kent Wuthrich

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
82,236

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
82,236

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
82,236

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
.3%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

6


 

CUSIP No.  98884U108

 

 

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Steve Hansen

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
27,784

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
27,784

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
27,784

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
.1%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

7


 

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 names and addresses of the Reporting Persons (the “Reporting Persons”) are as follows:

 

Scott H. Huskinson (“Huskinson”)

85 South 700 East

Hyde Park, UT  84318

 

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 and Johnson are self-employed as consultants.  Broadbent is the President of ReminderBand, Inc. (“ReminderBand”), which is located at 1047 South 100 West, Suite 260, Logan, Utah.  ReminderBand’s business deals with wristbands.  Hansen is the Vice President of Finance of iFrogz, Inc., which is owned by the Issuer (“iFrogz”).  Wuthrich is the Executive Vice President of Marketing of the Issuer.  Morgan is a sales representative at iFrogz.

 

 

8


 

 

(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

 

Not applicable.

 

 

Item 4.

Purpose of Transaction

 

No shares of the Common Stock have been acquired or sold by the Reporting Persons.  This amended Schedule 13D is being filed for the purpose of reporting the termination of the Lock-Up Agreement dated June 21, 2011 among the Issuer and the Reporting Persons (the “Lock-Up Agreement”).  To the extent that the Reporting Persons have been previously deemed to be a group as specified in Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5(b)(1) promulgated thereunder, that status has terminated as a result of the termination of the Lock-Up Agreement.  None of the Reporting Persons individually owns more than 5% of the Common Stock and consequently none of them will be subject to future filings on Schedule 13D with respect to the Common Stock currently held by them.

 

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 filing of this statement is not, and shall not be interpreted as, an admission or determination by the Reporting Persons that they 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 joint 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.

 

9


 

 

(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)                                  No transactions in the Common Stock were effected by any of the Reporting Persons since the most recent filing on Schedule 13D.

 

(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)                                  To the extent that the Reporting Persons were previously deemed to be a group as determined under Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5(b)(1), that status was terminated on termination of the Lock-Up Agreement on June 21, 2012 and each of the Reporting Persons is a beneficial owner of less than 5% of the Common Stock as of that date.

 

 

Item 6.

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

 

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

 

10


 

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 20, 2012

 

/s/ SCOTT H. HUSKINSON

Date

 

 

Scott H. Huskinson

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ BLANE JOHNSON

Date

 

 

Blane Johnson

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ JEFF MORGAN

Date

 

 

Jeff Morgan

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ KENT WUTHRICH

Date

 

 

Kent Wuthrich

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ STEVE HANSEN

Date

 

 

Steve Hansen

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ CLAY BROADBENT

Date

 

 

Clay Broadbent

 

11


 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

7(a).

 

Agreement relating to joint filing

 

12

 EX-7.(A) 2 a12-15114_1ex7da.htm EX-7.(A)

Exhibit 7a

 

AGREEMENT

 

The undersigned agree that this Amendment No. 2 to Schedule 13D relating to shares of the common stock of Zagg Incorporated shall be filed jointly on behalf of each of the undersigned.

 

 

June 20, 2012

 

/s/ SCOTT H. HUSKINSON

Date

 

 

Scott H. Huskinson

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ BLANE JOHNSON

Date

 

 

Blane Johnson

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ JEFF MORGAN

Date

 

 

Jeff Morgan

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ KENT WUTHRICH

Date

 

 

Kent Wuthrich

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ STEVE HANSEN

Date

 

 

Steve Hansen

 

 

 

 

 

 

 

 

June 20, 2012

 

/s/ CLAY BROADBENT

Date

 

 

Clay Broadbent

 

1