-----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, M8pQ6WzUlcBdirM3miEL/et0CTZCiP3FoYhk/2glDhQs9MlGvRhSOHex4amMF+Hb KrLulcMhblcXN5LUo5wF4g== 0001140377-04-000044.txt : 20040224 0001140377-04-000044.hdr.sgml : 20040224 20040223180704 ACCESSION NUMBER: 0001140377-04-000044 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040224 GROUP MEMBERS: RALPH J. YARRO, III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MTI TECHNOLOGY CORP CENTRAL INDEX KEY: 0000901696 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 953601802 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48699 FILM NUMBER: 04623045 BUSINESS ADDRESS: STREET 1: 14661 FRANKLIN AVENUE CITY: TUSTIN STATE: CA ZIP: 92780 BUSINESS PHONE: 7144817800 MAIL ADDRESS: STREET 1: 14661 FRANKLIN AVENUE CITY: TUSTIN STATE: CA ZIP: 92780 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANOPY GROUP INC CENTRAL INDEX KEY: 0000922758 IRS NUMBER: 870501112 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 333 SO. 520 W STREET 2: SUITE 300 CITY: LINDON STATE: UT ZIP: 84042 BUSINESS PHONE: 801-229-2223 MAIL ADDRESS: STREET 1: 333 SOUTH 520 WEST STREET 2: STE. 300 CITY: LINDON STATE: UT ZIP: 84042 FORMER COMPANY: FORMER CONFORMED NAME: NFT VENTURES INC ET AL DATE OF NAME CHANGE: 19940505 SC 13G/A 1 mti13ga.txt SCHEDULE 13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MTI Technology Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 553903105 (CUSIP Number) December 31, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). SCHEDULE 13G ___________________________ ______________________ CUSIP No. 553903105 Page 2 of 7 Pages ___________________________ ______________________ ___________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Canopy Group, Inc. ___________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ___________________________________________________________________________ 3 SEC USE ONLY ___________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION Utah ___________________________________________________________________________ 5 SOLE VOTING POWER 14,463,285 _____________________________________________ NUMBER OF SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH -0- REPORTING _____________________________________________ PERSON WITH 7 SOLE DISPOSITIVE POWER 14,463,285 _____________________________________________ 8 SHARED DISPOSITIVE POWER -0- ___________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,463,285 ___________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)[ ] Not Applicable ___________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 43.4% ___________________________________________________________________________ 12 TYPE OF REPORTING PERSON (See Instructions) CO ___________________________________________________________________________ Page 2 of 7 SCHEDULE 13G ___________________________ ______________________ CUSIP No. 553903105 Page 3 of 7 Pages ___________________________ ______________________ ___________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ralph J. Yarro, III ___________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ___________________________________________________________________________ 3 SEC USE ONLY ___________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ___________________________________________________________________________ 5 SOLE VOTING POWER 320,000 _____________________________________________ NUMBER OF SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 14,463,285 REPORTING _____________________________________________ PERSON WITH 7 SOLE DISPOSITIVE POWER 320,000 _____________________________________________ 8 SHARED DISPOSITIVE POWER 14,463,285 ___________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,783,285 ___________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] Not Applicable ___________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 44.0% 12 TYPE OF REPORTING PERSON (See Instructions) IN ___________________________________________________________________________ Page 3 of 7 Item 1. (a) Name of Issuer: MTI Technology Corp. (b) Address of Issuer's Principal Executive Offices: 14661 Franklin Avenue Tustin, California 92780 Item 2. (a) Name of Person Filing: The Canopy Group, Inc. (b) Address of Principal Business Office or, if none, Residence: 333 South 520 West, Suite 300 Lindon, Utah 84042 (c) Citizenship: State of Utah (a) Name of Person Filing: Ralph J. Yarro, III (b) Address of Principal Business Office or, if none, Residence: 333 South 520 West, Suite 300 Lindon, Utah 84042 (c) Citizenship: United State of America (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 553903105 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D- 2(B), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d- 1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Not Applicable Page 4 of 7 Item 4. Ownership: (a) 14,463,285 of the shares are held in the name of The Canopy Group, Inc. ("Canopy"). 10,000 of the shares are held by Ralph J. Yarro, III, 160,000 of the shares are reserved for issuance upon the exercise of options held in the name of Mr Yarro and 150,000 of the shares are reserved for issuance upon the exercise of a warrant held by Mr. Yarro. Mr. Yarro disclaims beneficial ownership of the shares held by Canopy except as to his pecuniary interest therein. The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 1 hereto. (b) The 14,463,285 shares held by Canopy represents 43.4% of the outstanding shares of Common Stock on October 4, 2003. The 10,000 shares held directly, the 160,000 shares subject to the options held by Mr. Yarro and the 150,000 shares subject to the warrant held by Mr. Yarro represents less than one percent of the outstanding Common Stock on October 4, 2003. (c) As a director and executive officer of Canopy, Mr. Yarro shares in the direction of voting and in the disposition of the 14,463,285 shares held by Canopy. Mr. Yarro has the ability to vote and dispose of the shares held in his account. Item 5. Ownership of Five Percent or Less of a Class NOT APPLICABLE Item 6. Ownership of More than Five Percent on Behalf of Another Person The Noorda Family Trust is the owner of a majority of the capital stock of Canopy. Raymond J. and Lewena Noorda serve as trustees of the Noorda Family Trust. Item 7. Identification and Classification of the Security Which Acquired the Security Being Reported on by the Parent Holding Company NOT APPLICABLE Item 8. Identification and Classification of Members of the Group NOT APPLICABLE Item 9. Notice of Dissolution of Group NOT APPLICABLE Item 10. Certification The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b): (a) By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(c): Page 5 of 7 (b) By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. THE CANOPY GROUP, INC. February 17, 2004 /s/ Ralph J. Yarro ____________________________ ______________________________________ Date Signature Ralph J. Yarro, President Name/Title RALPH J. YARRO, III February 17, 2004 /s/ Ralph J. Yarro ____________________________ ______________________________________ Date Signature The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d- 7(b) for other parties to whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001) Page 6 of 7 Exhibit I Agreement' Joint Filing of Schedule 13G The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned's ownership of securities of SCO Group, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned. IN WITNESS WHEREOF, the parties hereto have executed this Joint Filing Agreement as of the 17th day of February, 2004. THE CANOPY GROUP, INC. /s/ Ralph J. Yarro ________________________________________ Ralph J. Yarro, III, President /s/ Ralph J. Yarro ________________________________________ Ralph J. Yarro, III Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----