-----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, GUVFfqbxZcKb1O/Ejn5Q5wFaw1HDLKgTsxa7yNhR4xgKYAWDh9yfnEjY8B6DdUzN gx0HJuUijH/7Zt5+U57hvA== 0000930661-97-000541.txt : 19970310 0000930661-97-000541.hdr.sgml : 19970310 ACCESSION NUMBER: 0000930661-97-000541 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970307 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BSD MEDICAL CORP CENTRAL INDEX KEY: 0000320174 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 751590407 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33905 FILM NUMBER: 97552557 BUSINESS ADDRESS: STREET 1: 2188 W 2200 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84119 BUSINESS PHONE: 8019725555 MAIL ADDRESS: STREET 1: 2188 WEST STREET 2: 2200 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANGDON DORA LEE CENTRAL INDEX KEY: 0001027381 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 278 CITY: GRANBURY STATE: TX ZIP: 76048-0278 BUSINESS PHONE: 8179250542 MAIL ADDRESS: STREET 1: PO BOX 278 CITY: GRANBURY STATE: TX ZIP: 76048-0278 SC 13D/A 1 SCHEDULE 13D AMENDMENT ---------------------------- | OMB APPROVAL | |----------------------------| | OMB NUMBER: 3235-0145 | | Expires: December 31, 1997 | | Estimated average burden | | hours per response...14.90 | ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D AMENDMENT NO. ONE Under the Securities Exchange Act of 1934 (Amendment No. One)* BSD MEDICAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 055662100 --------------------------------------------------- (CUSIP Number) c/o WILSON, BAKUTIS, JONES, SHELL, McCULLY & SAWYER, P.C. DONALD P. WILSON, 500 THROCKMORTEN, SUITE 1100, FT. WORTH, TX 76102 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 13, 1997 ----------------------------------------------------- (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(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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). SCHEDULE 13D AMENDMENT NO. ONE - ----------------------- --------------------- CUSIP NO. 055662100 PAGE 1 OF 4 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MRS. DORA LEE LANGDON SOCIAL SECURITY ####-##-#### P. O. BOX 278 GRANBURY, TX 76048-0278 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 CITIZEN - UNITED STATES OF AMERICA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 100,000 SHARES (.6%) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 100,000 SHARES (.6%) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 100,000 SHARES (.6%) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 .6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Schedule 13D Amendment No. One Reporting Person: Mrs. Dora Lee Langdon P.O. Box 278 Granbury, TX 76048-0278 Social Security ####-##-#### Item 1. Security and Issuer: ------------------- Common Stock, $.01 par value BSD MEDICAL CORPORATION 2188 West 2200 South Salt Lake City, Utah 84119 Item 2. Identity and Background: ----------------------- (a) Dora Lee Langdon (b) P.O. Box 278 Granbury, TX 76048-0278 (c) Self-Employed; Investments, Charitable Pursuits (d) No (e) No (f) United States of America Item 3. Source and Amount of Funds or Other Consideration: ------------------------------------------------- Personal Funds; Fifty Thousand and No/100 ($50,000.00) for the initial purchase of the 886,485 shares. Item 4. Purpose of Transaction: ---------------------- The purpose of the transaction is for investment purposes. (a) No plans to acquire any additional securities of the issuer by any person; no current plans to dispose of securities of the issuer. (b) None (c) None (d) None (e) None (f) None (g) None (h) None (i) None (j) None Item 5. Interest in Securities of the Issuer: ------------------------------------ (a) 100,000 shares in the aggregate; .6 percent of the class of securities identified pursuant to Item 1. (b) Dora Lee Langdon has the sole power to vote, and the sole power to direct the disposition, of 100,000 shares. (c) On February 13, 1997, Dora Lee Langdon sold 393,243 shares of BSD MEDICAL CORPORATION stock to JOHN E. LANGDON, TRUSTEE OF THE LEE KENDALL LANGDON 1994 IRREVOCABLE TRUST, at the price of $.10 per share, for a total consideration of $39,324.30. The consideration payable to Dora Lee Langdon was represented by a promissory note executed by the purchaser in the amount of $39,324.30. Such sale took place at Fort Worth, Tarrant County, Texas. On February 13, 1997, Dora Lee Langdon sold 393,242 shares of BSD MEDICAL CORPORATION stock to JOHN E. LANGDON, TRUSTEE OF THE CLAY ALLISON LANGDON 1994 IRREVOCABLE TRUST, at the price of $.10 per share, for a total consideration of $39,324.20. The consideration payable to Dora Lee Langdon was represented by a promissory note executed by the purchaser in the amount of $39,324.20. Such sale took place at Fort Worth, Tarrant County, Texas. (d) None (e) February 13, 1997 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer: --------------------------- Dora Lee Langdon shall have the right to repossess and vote the stock that was sold, as described in Item 5(c) above, should the purchaser fail to comply with the terms of the promissory note. Item 7. See Exhibit "A" attached 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. 03/07/97 /s/ Dora Lee Langdon ----------------------- ------------------------------ Date Signature Dora Lee Langdon, Owner EXHIBIT A CONTRACT OF SALE ---------------- THIS AGREEMENT is entered into on February 13, 1997, by and between DORA LEE LANGDON (hereinafter referred to as "Seller") and JOHN E. LANGDON, as Trustee of the LEE KENDALL LANGDON 1994 IRREVOCABLE TRUST (hereinafter referred to as Kendall's Trust") and as Trustee of the CLAY ALLISON LANGDON 1994 IRREVOCABLE TRUST (hereinafter referred to as "Clay's Trust"). WHEREAS, Seller is the present owner of 886,485 shares of common stock of BSD Medical Corporation (hereinafter referred to as "BSD"); and WHEREAS, Trustee would like to purchase 393,243 shares of said common stock on behalf of Kendall's Trust and 393,242 shares of said common stock on behalf of Clay's Trust; and WHEREAS, Seller desires to sell, transfer and assign 393,243 shares of BSD to Trustee of Kendall's Trust and 393, 242 shares of BSD to Clay's Trust. NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the Seller and Trustee agree as follows: 1. It is agreed that Seller will execute an assignment to Trustee of Kendall's Trust of 393,243 shares of BSD and an assignment to Trustee of Clay's Trust of 393,242 shares of BSD, and Seller will retain 100,000 shares of BSD. 2. It is agreed that the purchase price per share will be the appraised value of said stock as of February 13, 1997, as appraised by Laura Bley, CFA, of Bley Investment Group and Cornerstone Financial Corporation, or ten cents per share, which ever is greater. 3. It is agreed that the purchase of said shares will be evidenced by a promissory note dated February 13, 1997, from Trustee of Kendall's trust in the amount of $39,324.30 and a promissory note dated February 13, 1997, from Trustee of Clay's Trust in the principal amount of $39,324.20, both payable to Seller, and said notes will each be secured by a stock pledge agreement and delivery to Seller of each Trust's new stock certificate, with an assignment separate from certificate, executed in blank, to secure the appropriate note. 4. In the event the appraisal described above is greater than ten cents per share, it is agreed that Trustee will execute a new note, reflecting the correct sales price, for each trust dated the same day with the same terms and conditions as in the existing notes and with the same security. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on this date as set forth above. /s/ Dora Lee Langdon ------------------------------- Dora Lee Langdon SELLER LEE KENDALL LANGDON 1994 IRREVOCABLE TRUST and CLAY ALLISON LANGDON 1994 IRREVOCABLE TRUST /s/ John E. Langdon -------------------------------- John E. Langdon TRUSTEE Page 1 of Exhibit A -----END PRIVACY-ENHANCED MESSAGE-----