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.     )*

 

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, 2011

(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).

 


 

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
1,972,795

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,972,795

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,972,795

 

 

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)
6.8%

 

 

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
1,972,795

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,972,795

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,972,795

 

 

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)
6.8%

 

 

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
144,409

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
144,409

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
144,409

 

 

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)
.5%

 

 

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
144,409

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
144,409

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
144,409

 

 

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)
.5%

 

 

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
154,470

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
154,470

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
154,470

 

 

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)
.5%

 

 

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
55,567

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
55,567

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
55,567

 

 

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

 

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 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.

 

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

 

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.

 

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)          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.

 

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 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

 

11


 

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.

 

12