SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In
 
Warning! emoji
  Database maintenance is being performed.  If something doesn’t work, please try again soon.

Beesmark Investments Lc – ‘SC 13D/A’ on 11/13/96 re: Fonix Corp

As of:  Wednesday, 11/13/96   ·   Accession #:  1010924-96-69   ·   File #:  5-47375

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/13/96  Beesmark Investments Lc           SC 13D/A               1:83K  Fonix Corp                        Durham Jones & P… P C/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          26    150K 
                          Ownership

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
5Item 2. Identity and Background
"Beesmark
"Mr. Ashton
"Mrs. Ashton
"Item 3. Source and Amount of Funds or Other Consideration
"Item 5. Interest in Securities of the Issuer
"Item 7. Material to Be Filed as Exhibits
8The Company
"Trustee
14Initial 13D
18Item 1. Security and Issuer
"Item 4. Purpose of Transaction
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer 
SC 13D/A1st Page of 26TOC↑TopPreviousNext↓BottomJust 1st
 

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

SCHEDULE 13D    
(AMENDMENT NO. 2)     

UNDER THE SECURITIES AND EXCHANGE ACT OF 1934     

fonix corporation     
(Name of Issuer)    

COMMON STOCK    
(Title of Class of Securities)    

34459U 10 8     
(Cusip Number)    

Ralph W. Rasmussen, Jr., Esq.     
BEESMARK INVESTMENTS, L.C.    
261 East 1200 South     
Orem, Utah 84097    
(801) 226-1266    
(Name, Address, and Telephone Number of Person    
Authorized to Receive Notices and Communications)     

September 16, 1996    
(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 this 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         
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).                                               


SC 13D/A2nd Page of 26TOC1stPreviousNext↓BottomJust 2nd

-----------------------------------------------------------------------         
1.  NAME OF REPORTING PERSON               BEESMARK INVESTMENTS, L.C.           
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE                              
PERSON                                                                  
-----------------------------------------------------------------------         
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [ ]         
                                                       (b) [X]
-----------------------------------------------------------------------         
3.  SEC USE ONLY                                                                
-----------------------------------------------------------------------         
4.  SOURCE OF FUNDS                                                 00          
-----------------------------------------------------------------------         
5.  CHECK BOX IF DISCLOSURE OF LEGAL                               [ ]          
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM                                
2(d) OR 2(e)                                                            
-----------------------------------------------------------------------         
6.  CITIZENSHIP OR PLACE OF ORGANIZATION                         Utah           
-----------------------------------------------------------------------         
NUMBER OF      7.  SOLE VOTING POWER                              0             
SHARES         --------------------------------------------------------         
BENEFICIALLY   8.  SHARED VOTING POWER                            0             
OWNED BY       --------------------------------------------------------         
EACH           9.  SOLE DISPOSITIVE POWER                11,729,167             
REPORTING      --------------------------------------------------------         
PERSON WITH    10. SHARED DISPOSITIVE POWER                       0             
-----------------------------------------------------------------------         
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY              11,729,167             
EACH REPORTING PERSON                                                 
-----------------------------------------------------------------------         
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW                   [ ]             
(11) EXCLUDES CERTAIN SHARES                                          
-----------------------------------------------------------------------         
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN                                  
ROW (11)                                                 28.1%        
-----------------------------------------------------------------------         
14.  TYPE OF REPORTING PERSON                                   00*             
-----------------------------------------------------------------------         
* The Reporting Person is a limited liability company                           
-----------------------------------------------------------------------         


SC 13D/A3rd Page of 26TOC1stPreviousNext↓BottomJust 3rd

-----------------------------------------------------------------------         
1.  NAME OF REPORTING PERSON                      ALAN C. ASHTON                
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE                              
PERSON                                                                  
-----------------------------------------------------------------------         
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) [ ]          
                                                     (b) [X]
-----------------------------------------------------------------------         
3.  SEC USE ONLY                                                                
-----------------------------------------------------------------------         
4.  SOURCE OF FUNDS                                    00                       
-----------------------------------------------------------------------         
5.  CHECK BOX IF DISCLOSURE OF LEGAL                               [ ]          
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM                                
2(d) OR 2(e)                                                            
-----------------------------------------------------------------------         
6.  CITIZENSHIP OR PLACE OF ORGANIZATION                         U.S.           
-----------------------------------------------------------------------         
NUMBER OF      7.  SOLE VOTING POWER                                0           
SHARES         --------------------------------------------------------         
BENEFICIALLY   8.  SHARED VOTING POWER                              0           
OWNED BY       --------------------------------------------------------         
EACH           9.  SOLE DISPOSITIVE POWER                           0           
REPORTING      --------------------------------------------------------         
PERSON WITH    10. SHARED DISPOSITIVE POWER                11,729,167           
-----------------------------------------------------------------------         
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY                11,729,167           
EACH REPORTING PERSON                                                 
-----------------------------------------------------------------------         
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW                     [ ]           
(11) EXCLUDES CERTAIN SHARES                                          
-----------------------------------------------------------------------         
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN                                  
ROW (11)                                                   28.1%      
-----------------------------------------------------------------------         
14.  TYPE OF REPORTING PERSON                                     IN            
-----------------------------------------------------------------------         


SC 13D/A4th Page of 26TOC1stPreviousNext↓BottomJust 4th

-----------------------------------------------------------------------         
1.  NAME OF REPORTING PERSON                      KAREN ASHTON                  
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE                              
PERSON                                                                  
-----------------------------------------------------------------------         
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [ ]         
                                                       (b) [X]
-----------------------------------------------------------------------         
3.  SEC USE ONLY                                                                
-----------------------------------------------------------------------         
4.  SOURCE OF FUNDS                                                 00          
-----------------------------------------------------------------------         
5.  CHECK BOX IF DISCLOSURE OF LEGAL                               [ ]          
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM                                
2(d) OR 2(e)                                                            
-----------------------------------------------------------------------         
6.  CITIZENSHIP OR PLACE OF ORGANIZATION                         Utah           
-----------------------------------------------------------------------         
NUMBER OF      7.  SOLE VOTING POWER                                0           
SHARES         --------------------------------------------------------         
BENEFICIALLY   8.  SHARED VOTING POWER                              0           
OWNED BY       --------------------------------------------------------         
EACH           9.  SOLE DISPOSITIVE POWER                           0           
REPORTING      --------------------------------------------------------         
PERSON WITH    10. SHARED DISPOSITIVE POWER                11,729,167           
-----------------------------------------------------------------------         
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY                11,729,167           
EACH REPORTING PERSON                                                 
-----------------------------------------------------------------------         
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW                     [ ]           
(11) EXCLUDES CERTAIN SHARES                                          
-----------------------------------------------------------------------         
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN                                  
ROW (11)                                                    28.1%     
-----------------------------------------------------------------------         
14.  TYPE OF REPORTING PERSON                                      IN           
-----------------------------------------------------------------------         


SC 13D/A5th Page of 26TOC1stPreviousNext↓BottomJust 5th

 This Statement constitutes Amendment No. 2 to the Joint Statement
on Schedule 13D (the "Initial 13D") dated as of October 23, 1995, and           
filed on behalf of Beesmark Investments, L.C., a Utah limited liability         
company ("Beesmark"), Alan C. Ashton and Karen Ashton (collectively the         
"Reporting Persons") with the Securities and Exchange Commission (the           
"Initial 13D") with respect to the common stock, par value $.0001 per           
share, of fonix corporation, a Delaware corporation (the "Company").            
The Initial 13D was amended by the filing of Amendment No. 1 dated as of        
March 21, 1996.  This Amendment No. 2 is being filed on behalf of the           
Reporting Persons to reflect the change in their respective beneficial          
ownership of the Company's common stock resulting from Beesmark's               
completion of funding under that certain Securities Purchase Agreement          
by and among the Company, Beesmark and Alan C. Ashton and dated as of           
October 23, 1995 (the "Purchase Agreement") and described in the                
Purchase Agreement.  Under the Purchase Agreement, a copy of which was          
filed as an exhibit to the Initial 13D, Beesmark was obligated to               
provide funding in specified amounts at specified times during the              
period between October 1995 and September 1996 provided that the Company        
achieved certain developmental milestones.  This amendment is filed to          
reflect that Beesmark has completed all of the funding under the                
Purchase Agreement and all of the shares under the Purchase Agreement           
have been issued as specified in the Purchase Agreement.  Other than as         
set forth in this Amendment No. 2, there has been no change in the              
information set forth in any of the Items of the Initial 13D, as                
amended.                                                                        

ITEM 2.  IDENTITY AND BACKGROUND.                                     

This Joint Statement is submitted by Beesmark Investments, L.C., a    
Utah limited liability company ("Beesmark"), Alan C. Ashton ("Mr.               
Ashton"), and Karen Ashton ("Mrs. Ashton") (collectively the "Reporting         
Persons").                                                                      

Beesmark                                                                        
--------                                                                        

Beesmark was organized under the laws of the State of Utah.  The      
principal business of Beesmark is asset management and investment.  The         
address of Beesmark's principal office and business is 261 East 1200            
South, Orem, Utah 84097.                                                        

(d)-(e)  During the last five years, Beesmark has not been          
convicted in a criminal proceeding (excluding traffic violations or             
similar misdemeanors), nor has it been a party to a civil proceeding of         
a judicial or administrative body of competent jurisdiction as a result         
of which it 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.                                                      

Mr. Ashton                                                                      
---------------                                                                 

(b) Mr. Ashton's business address is 261 East 1200 South, Orem,     
Utah 84097.                                                                     

(c) Mr. Ashton's present principal occupation is investment         
management. Mr. Ashton also serves on the board of directors of Novell,         
Inc., a Delaware corporation ("Novell").  Novell's business address is          
122 East 1700 South, Provo, Utah  84606.                                        

(d)-(e) During the last five years, Mr. Ashton has not been         
convicted in a criminal proceeding (excluding traffic violations or             
similar misdemeanors), nor has he been a party to a civil proceeding of         
a judicial or administrative body of competent jurisdiction as a result         
of which he 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.                                                      

(f)  Mr. Ashton is a citizen of the United States.                    

Mrs. Ashton                                                                     
----------------                                                                

(b) Mrs. Ashton's address is c/o 261 East 1200 South, Orem, Utah    
84097.                                                                          

(c) Mrs. Ashton's present principal occupation is investment        
management.                                                                     

(d)-(e) During the last five years, Mrs. Ashton has not been        
convicted in a criminal proceeding (excluding traffic violations or             
similar misdemeanors), nor has she been a party to a civil proceeding of        
a judicial or administrative body of competent jurisdiction as a result         
of which she 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.                                                      

(f)  Mrs. Ashton is a citizen of the United States.                   

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

This Statement is being filed to reflect the acquisition by the       
Reporting Persons of beneficial ownership as to a total of 11,729,167           
shares of the Company's common stock in connection with the performance         
by Beesmark of its funding obligations under the Purchase Agreement.            
The Purchase Agreement provided for a private placement of the Company's        
debt and equity securities in exchange for a promise by Beesmark to             
invest $6,050,000 over a period of approximately one year and as the            
Company achieved certain performance objectives or if Beesmark agreed to        
waive any such funding milestone.  Beesmark completed its funding on            
September 10, 1996.  In exchange for the funding specified above, the           
Company has issued a total of 11,562,500 shares of its common stock at          
the agreed price of $0.48 per share.  The Company also has issued a             
convertible subordinated debenture having a face amount of $500,000 that        
is convertible at Beesmark's option into 166,667 additional shares of           
the Company's common stock.  The funds used by Beesmark to make each of         
the payments required under the Purchase Agreement were loaned to it by         
the Alan C. Ashton Trust and the Karen Ashton Trust, two of its members         
that are entities affiliated with Alan C. Ashton and Karen Ashton, both         
of whom are reporting persons.                                                  

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

BEESMARK                                                                        
----------                                                                      

(a)  Beesmark beneficially owns 11,729,167 shares of the              
Company's common stock, which constitutes 28.1% of the      
shares deemed to be issued and outstanding as of September  
24, 1996. Of the 11,729,167 shares beneficially owned by    
Beesmark, 166,667 shares represent presently unissued shares
that could be issued, at Beesmark's election, upon its      
conversion of the face amount of a $500,000 convertible     
debenture that was issued pursuant to the Purchase          
Agreement.                                                  

(b)  Beesmark, through its managers, has the sole power to            
dispose of all of the 11,729,167 shares of the Company's    
common stock owned by it, but has voting control with       
respect to none of such shares.  Beesmark has agreed to     
deposit all such shares with Thomas A. Murdock ("Murdock")  
as trustee under a Voting Trust Agreement ("Voting Trust    
Agreement") dated as of December 10, 1993, by and among     
Phonic Technologies Corp., the Company's predecessor,       
Stephen M. Studdert ("Studdert"), Murdock and Roger D.      
Dudley ("Dudley"), and amended as of October 23, 1995, and  
further amended July 2, 1996, September 20, 1996 and        
September 24, 1996.  Studdert, Murdock and Dudley each are  
directors and executive officers of the Company.  Under the 
Voting Trust Agreement, Murdock, as trustee, has the sole   
power to vote all of the shares of common stock deposited   
into the voting trust.  Under the Voting Trust Agreement, as
amended, the voting trust shall terminate on September 30,  
1999, or, as to the shares owned by Beesmark, on the Release
Date, as that term is defined in the Purchase Agreement, if 
earlier.                                                    

(c)  Since the filing of Amendment No. 1 to the Initial 13D,          
Beesmark has had the following transactions in the Company's
common stock:                                               

Date of             Securities                         Description of         
Transaction         Purchased         Consideration    Transaction            
-------------       -------------     --------------   -----------------      
04/26/96            781,250 shares    $.48 per share   Received pursuant      
        of common stock                    to Purchase
                                         Agreement

05/31/96            770,833 shares    $.48 per share   Received pursuant      
        of Common stock                    to Purchase
                                         Agreement

09/03/96            1,822,917 shares   $.48 per share  Received pursuant      
        of common stock                    to Purchase
                                         Agreement

09/10/96            1,562,500 shares   $.48 per share  Received pursuant      
        of common stock                    To Purchase
                                         Agreement

(d)  Although Beesmark does not share the power to direct the         
receipt of dividends from, or the proceeds from the sale of,
the securities of the Company beneficially owned by it, as a
limited liability company, Beesmark necessarily would       
exercise such right and power through its managers.  The    
managers who control Beesmark and the disposition of its    
assets, including the power to direct dividends or proceeds 
from securities owned by Beesmark, are Mr. and Mrs. Ashton, 
neither of whom independently beneficially own in excess of 
five percent of the Company's common stock, and who are     
jointly filing this Statement.  With respect to the right of
other persons to receive dividends from, or the proceeds    
from the sale of, such securities, the members of Beesmark  
would receive any such dividends or proceeds in proportion  
to their equity interests in Beesmark.  The only member of  
Beesmark that presently has the right to receive dividends  
from or proceeds of more than 5% of the Company's common    
stock is The Beesmark Irrevocable Trust.                    

(e)  Not applicable.                                                  

Mr. Ashton                                                                      
------------                                                                    

(a)  As a co-manager of Beesmark, Mr. Ashton shares dispositive       
control over securities owned by Beesmark and therefore     
beneficially owns 11,729,167 shares of the Company's common 
stock, which constitutes 28.1% of the shares deemed to be   
issued and outstanding as of September 24, 1996.  Of the    
11,729,167 shares beneficially owned by Beesmark, 166,667   
shares represent presently unissued shares of the Company's 
common stock into which the Debenture is convertible at the 
option of Beesmark.                                         

(b)  As a co-manager of Beesmark, Mr. Ashton has sole voting and      
dispositive power with respect to none of the 11,729,167    
shares of the Company's common stock beneficially owned by  
Beesmark.  He has shared power to dispose of all of such    
shares.  Because Beesmark has deposited all of the Company's
common stock beneficially owned by it into the Voting Trust,
Mr. Ashton has no power to vote any of such stock.          

(c)  Since the filing of Amendment No. 1 to the Initial 13D,          
Beesmark has had the transactions in the Company's common   
stock as set forth herein, which statements are incorporated
into this paragraph by reference, and Mr. Ashton            
independently has had no transactions.                      

(d)  As a co-manager of Beesmark, Mr. Ashton shares with Mrs.         
Ashton the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities of the Company
beneficially owned by Beesmark.  With respect to the right  
of other persons to receive dividends from, or proceeds from
the sale of, such securities, the members of Beesmark would 
receive any such dividends or proceeds.  The Beesmark       
Irrevocable Trust, one of the members of Beesmark, presently
would have the right to receive the dividends from more than
5% of the Company's common stock.                           

(e)  Not applicable.                                                  

Mrs. Ashton                                                                     
-------------                                                                   

(a)  As a co-manager of Beesmark, Mrs. Ashton shares dispositive      
control over securities owned by Beesmark and therefore     
beneficially owns 11,729,167 shares of the Company's common 
stock, which constitutes 28.1% of the shares deemed to be   
issued and outstanding as of September 24, 1996.  Of the    
11,729,167 shares beneficially owned by Beesmark, 166,667   
shares represent presently unissued shares of the Company's 
common stock into which the Debenture is convertible at the 
option of Beesmark.                                         

(b)  As a co-manager of Beesmark, Mrs. Ashton has the sole power      
to vote and dispose of none of the 11,729,167 shares of the 
Company's common stock owned by Beesmark.  She shares power 
to dispose of all of such shares.  Because Beesmark has     
deposited all of the Company's common stock beneficially    
owned by it into the Voting Trust, Mrs. Ashton has no power 
to vote any of such shares.                                 

(c)  Since the filing of the first Amendment to the Initial 13D,      
Beesmark has had the transactions in the Company's common   
stock as set forth herein, which statements are incorporated
into this paragraph by reference, and Mrs. Ashton           
independently has had no transactions.                      

(d)  As a co-manager of Beesmark, Mrs. Ashton shares with Mr.         
Ashton the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities of the Company
beneficially owned by Beesmark.  With respect to the right  
of other persons to receive dividends from, or proceeds from
the sale of, such securities, the members of Beesmark would 
receive any such dividends or proceeds.  The Beesmark       
Irrevocable Trust, one of the members of Beesmark, presently
would have the right to receive the dividends from more than
5% of the Company's common stock.                           

(e)  Not applicable.                                                  

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                            

The following are filed herewith as exhibits to this Joint            
Statement:                                                                      

Exhibit 1:     Agreement regarding joint Filing Statement Pursuant to 
         Rule 13d-1(f), previously filed with Initial 13D.

Exhibit 2:     Promissory Note between Beesmark Investments, L.C. and 
          two of its members that are trusts affiliated with
            Alan C. Ashton and Karen Ashton, previously filed as
Exhibit to Amendment No. 1              

Exhibit 3:     Securities Purchase Agreement by and among fonix       
     Corporation, a Delaware corporation, Beesmark
            Investments, L.C., a Utah limited liability company,
         and Alan C. Ashton, an individual resident in the
        State of Utah, and dated as of October 23, 1995,
   previously filed as exhibit to Initial 13D.

Exhibit 4:     Voting Trust Agreement by ("Voting Trust Agreement")   
              and among Phonic Technologies, Inc., Thomas A. Murdock
              as trustee, Stephen M. Studdert, Thomas A. Murdock and
       Roger D. Dudley, dated as of December 10, 1993,
   previously filed as exhibit to Initial 13D.

Exhibit 5:     Amendment of Voting Trust Agreement, dated             
              as of October 23, 1995, previously filed as exhibit to
Initial 13D.                            

Exhibit 6:     Power of Attorney executed by Beesmark Investments,    
             L.C. appointing Ralph W. Rasmussen, Jr., as attorney-
             in-fact for amendments to the Initial 13D, previously
filed as an exhibit to Amendment No. 1. 

Exhibit 7:     Power of Attorney executed by Alan C. Ashton,          
            appointing Ralph W. Rasmussen, Jr., attorney-in-fact
              for amendments to the Initial 13D, previously filed as
an exhibit to Amendment No. 1.          

Exhibit 8:     Power of Attorney executed by Karen Ashton, appointing 
     Ralph W. Rasmussen, Jr., attorney-in-fact for
             amendments to the Initial 13D, previously filed as an
exhibit to Amendment No. 1.             

Exhibit 9:     Amendment No. 2 to the Voting Trust Agreement dated as 
of July 2, 1996, filed herewith.        

Exhibit 10:    Amendment No. 3 to the Voting Trust Agreement dated as 
of September 20, 1996, filed herewith.  

Exhibit 11:    Amendment No. 4 to the Voting Trust Agreement dated as 
of September 24, 1996, filed herewith.  

Supplemental Information                  

Pursuant to Securities and Exchange Commission Rule 13d-2(c), the     
entire text of the Initial 13D and Amendment No. 1 to the Initial 13D           
are restated herein following exhibits 9, 10 and 11, but previously             
filed paper exhibits to such Schedules are omitted.                             


SC 13D/A6th Page of 26TOC1stPreviousNext↓BottomJust 6th

SIGNATURES                  

After reasonable inquiry and to the best of my knowledge and          
belief, the undersigned certify that the information set forth in this          
statement is true, complete and correct.                                        

BEESMARK INVESTMENTS, L.C.                                            

By   /s/ Ralph W. Rasmussen                  Nov. 1, 1996           
----------------------------            -------------------     
Ralph W. Rasmussen, Authorized Agent          Date                

/s/ Ralph W. Rasmussen                  Nov. 1, 1996      
----------------------------------       --------------------     
Ralph W. Rasmussen,                        Date           
Attorney-in-Fact for Alan C. Ashton                       

/s/ Ralph W. Rasmussen                   Nov. 1, 1996       
-----------------------------------      --------------------     
Ralph W. Rasmussen                         Date           
Attorney-in-Fact for Karen Ashton                         


SC 13D/A7th Page of 26TOC1stPreviousNext↓BottomJust 7th

Exhibit 9     

SECOND AMENDMENT OF VOTING TRUST AGREEMENT      

This Second Amendment of Voting Trust Agreement (the "Amendment")     
is for the purpose of amending the Voting Trust Agreement dated the 10th        
day of December, 1993 (the "Voting Trust") and amended on October 23,           
1995, and is made and entered into at Salt Lake City, Utah, on the 2nd          
day of July, 1996, by and among fonix Corporation, a Delaware                   
corporation, whose principal place of business is 1225 Eagle Gate Tower,        
60 East South Temple, Salt Lake City, Utah 84111 (the "Company"), which         
is the successor corporation of Phonic Technologies, Inc., a Utah               
corporation ("PTI"), and the following stockholders in the Company:             
Stephen M. Studdert, whose address is 1225 Eagle Gate Tower, 60 East            
South Temple, Salt Lake City, Utah 84111 ("Studdert"), Thomas A.                
Murdock, whose address is 1225 Eagle gate Tower, 60 East South Temple,          
Salt Lake City, Utah 84111 ("Murdock"), Roger D. Dudley, whose address          
is 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah,           
84111 ("Dudley"), Beesmark Investments, L.C., a Utah limited liability          
company ("Beesmark") whose principal place of business is 1361 South 740        
East, Orem, Utah 84058; and Studdert Companies Corporation, a Utah              
corporation, whose principal place of business is 1225 Eagle Gate Tower,        
60 East South Temple, Salt Lake City, Utah 84111 ("SCC") (collectively          
the "Stockholders"), and Thomas A. Murdock, as Trustee, whose address is        
1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah 84111,        
and his successors in trust (hereinafter called the "Trustee").                 

RECITALS                  

WHEREAS, the Voting Trust was established December 10, 1993, with     
a termination date of September 30, 1996; and                                   

WHEREAS, in May of 1994 PTI was merged into a subsidiary of the       
Company upon which event the Trustee received shares of the Company on          
behalf of Studdert, Murdock and Dudley; and                                     

WHEREAS, the Voting Trust was amended on October 23, 1995 to add      
as shareholder parties thereto SCC and Beesmark and in certain                  
substantive respects; and                                                       

WHEREAS, the Stockholders presently desire to further amend the       
Voting Trust as is set forth herein; and                                        

NOW, THEREFORE, in consideration of the mutual promises herein,       
the parties hereto hereby agree as follows:                                     


SC 13D/A8th Page of 26TOC1stPreviousNext↓BottomJust 8th

1. Paragraph 12(a)(4) of the Voting Trust, as amended on            
October 23, 1995, is amended to delete the reference to "$10.00 per             
share," and insert in the stead thereof, "$15.00 per share."                    

2. The parties hereto direct the Trustee to file a copy             
of this Second Amendment with the principal office of the Company in            
Salt Lake City, Utah, as directed by Section 1 of the Voting Trust              
Agreement.                                                                      

IN WITNESS WHEREOF, the Company, the Trustee and the Stockholders     
have signed this Second Amendment and have stated the number of shares          
of capital stock of the Company on deposit with the Trustee,                    
respectively, by them.                                                          

THE COMPANY:                                                          

fonix Corporation                                                     

By: /s/ Thomas A. Murdock                                             
---------------------------------                               
Thomas A. Murdock, President                                          

Attest:                                                                         

/s/ Roger D. Dudley                                             
----------------------------                                          
Roger D. Dudley, Secretary                                            

TRUSTEE:                                                              

/s/ Thomas A. Murdock                                               
---------------------------------                                     
Thomas A. Murdock, individually                                       


SC 13D/A9th Page of 26TOC1stPreviousNext↓BottomJust 9th

NUMBER OF SHARES:            SHAREHOLDERS:                                

         /s/ Stephen M. Studdert
-------------------------       -----------------------------------             
                 Stephen M. Studdert, individually

       /s/ Thomas A. Murdock
-------------------------       -----------------------------------             
               Thomas A. Murdock, individually

   /s/ Roger D. Dudley
-------------------------       -----------------------------------             
             Roger D. Dudley, individually

-------------------------      STUDDERT COMPANIES CORPORATION                 

           By: /s/ Stephen M. Studdert
                --------------------------------
              Stephen M. Studdert, President

-------------------------      BEESMARK INVESTMENTS, L.C.                     

      By: /s/ Alan C. Ashton
                    ------------------------------------
       Alan C. Ashton, Manager


SC 13D/A10th Page of 26TOC1stPreviousNext↓BottomJust 10th

Exhibit 10  

THIRD AMENDMENT OF VOTING TRUST AGREEMENT     

This Third Amendment of Voting Trust Agreement (the "Amendment")      
is for the purpose of amending the Voting Trust Agreement dated the 10th        
day of December, 1993 (the "Voting Trust") and amended on October 23,           
1995 and July 2, 1996, and is made and entered into at Salt Lake City,          
Utah, on the 20th day of September, 1996, by and among fonix                    
Corporation, a Delaware corporation, whose principal place of business          
is 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah            
84111 (the "Company"), which is the successor corporation of Phonic             
Technologies, Inc., a Utah corporation ("PTI"), and the following               
stockholders in the Company: Stephen M. Studdert, whose address is 1225         
Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah 84111              
("Studdert"), Thomas A. Murdock, whose address is 1225 Eagle gate Tower,        
60 East South Temple, Salt Lake City, Utah 84111 ("Murdock"), Roger D.          
Dudley, whose address is 1225 Eagle Gate Tower, 60 East South Temple,           
Salt Lake City, Utah, 84111 ("Dudley"), Beesmark Investments, L.C., a           
Utah limited liability company ("Beesmark") whose principal place of            
business is 1361 South 740 East, Orem, Utah 84058; and Studdert                 
Companies Corporation, a Utah corporation, whose principal place of             
business is 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City,        
Utah 84111 ("SCC") (collectively the "Stockholders"), and Thomas A.             
Murdock, as Trustee, whose address is 1225 Eagle Gate Tower, 60 East            
South Temple, Salt Lake City, Utah 84111, and his successors in trust           
(hereinafter called the "Trustee").                                             

RECITALS                  

WHEREAS, the Voting Trust was established December 10, 1993, with     
a termination date of September 30, 1996; and                                   

WHEREAS, in May of 1994 PTI was merged into a subsidiary of the       
Company upon which event the Trustee received shares of the Company on          
behalf of Studdert, Murdock and Dudley; and                                     

WHEREAS, the Voting Trust was amended on October 23, 1995 to add      
as shareholder parties thereto SCC and Beesmark, to extend the                  
termination date to September 30, 1999 and in certain substantive               
respects;                                                                       

WHEREAS, the Voting Trust was further amended on July 2, 1996; and    

WHEREAS, the Stockholders presently desire to further amend the       
Voting Trust as is set forth herein; and                                        

NOW, THEREFORE, in consideration of the mutual promises herein,       
the parties hereto hereby agree as follows:                                     

1. Paragraph 10(c) of the Voting Trust, as amended on               
October 23, 1995 and July 2, 1996, is amended to add the following              
phrase to the end thereof:                                                      

", unless a Stockholder shall make a written request of the           
Trustee to do so and provided that (i) the Trustee may                
pledge, hypothecate or encumber only certificates or rights           
deposited by the Stockholder making the request; (ii) the             
Trustee may not encumber, hypothecate or pledge any other             
certificates or rights of any other Stockholder; and (iii)            
the Trustee may refuse a Stockholders request if he has a             
reasonable belief that the request is for the purpose of              
evading or circumventing any term, provision, covenant or             
limitation of this Agreement."                                        

2. The parties hereto direct the Trustee to file a copy             
of this Third Amendment with the principal office of the Company in Salt        
Lake City, Utah, as directed by Section 1 of the Voting Trust Agreement.        

IN WITNESS WHEREOF, the Company, the Trustee and the Stockholders     
have signed this Second Amendment and have stated the number of shares          
of capital stock of the Company on deposit with the Trustee,                    
respectively, by them.                                                          

THE COMPANY:                                                          

fonix Corporation                                                     

By: /s/ Thomas A. Murdock                                             
---------------------------------                               
Thomas A. Murdock, President                                          

Attest:                                                                         

/s/ Roger D. Dudley                                             
----------------------------                                          
Roger D. Dudley, Secretary                                            

TRUSTEE:                                                              

/s/ Thomas A. Murdock                                               
---------------------------------                                     
Thomas A. Murdock, individually                                       


SC 13D/A11th Page of 26TOC1stPreviousNext↓BottomJust 11th

NUMBER OF SHARES:            SHAREHOLDERS:                                

       /s/ Stephen M. Studdert
-------------------------       -----------------------------------             
                 Stephen M. Studdert, individually

     /s/ Thomas A. Murdock
-------------------------       -----------------------------------             
               Thomas A. Murdock, individually

   /s/ Roger D. Dudley
-------------------------       -----------------------------------             
             Roger D. Dudley, individually

-------------------------      STUDDERT COMPANIES CORPORATION                 

           By: /s/ Stephen M. Studdert
                --------------------------------
              Stephen M. Studdert, President

-------------------------      BEESMARK INVESTMENTS, L.C.                     

      By: /s/ Alan C. Ashton
                    ------------------------------------
       Alan C. Ashton, Manager


SC 13D/A12th Page of 26TOC1stPreviousNext↓BottomJust 12th

Exhibit 11  

FOURTH AMENDMENT OF VOTING TRUST AGREEMENT    

This Fourth Amendment of Voting Trust Agreement (the "Amendment")     
is for the purpose of amending the Voting Trust Agreement dated the 10th        
day of December, 1993 (the "Voting Trust") and amended on October 23,           
1995, July 2, 1996 and September 20, 1996 and is made and entered into          
at Salt Lake City, Utah, effective as of the 24th day of September,             
1996, by and among fonix Corporation, a Delaware corporation, whose             
principal place of business is 1225 Eagle Gate Tower, 60 East South             
Temple, Salt Lake City, Utah 84111 (the "Company"), which is the                
successor corporation of Phonic Technologies, Inc., a Utah corporation          
("PTI"), and the following stockholders in the Company: Stephen M.              
Studdert, whose address is 1225 Eagle Gate Tower, 60 East South Temple,         
Salt Lake City, Utah 84111 ("Studdert"), Thomas A. Murdock, whose               
address is 1225 Eagle gate Tower, 60 East South Temple, Salt Lake City,         
Utah 84111 ("Murdock"), Roger D. Dudley, whose address is 1225 Eagle            
Gate Tower, 60 East South Temple, Salt Lake City, Utah, 84111                   
("Dudley"), Beesmark Investments, L.C., a Utah limited liability company        
("Beesmark") whose principal place of business is 1361 South 740 East,          
Orem, Utah 84058; and Studdert Companies Corporation, a Utah                    
corporation, whose principal place of business is 1225 Eagle Gate Tower,        
60 East South Temple, Salt Lake City, Utah 84111 ("SCC") (collectively          
the "Stockholders"), and Thomas A. Murdock, as Trustee, whose address is        
1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah 84111,        
and his successors in trust (hereinafter called the "Trustee").                 

RECITALS                  

WHEREAS, the Voting Trust was established December 10, 1993, with     
a termination date of September 30, 1996; and                                   

WHEREAS, in May of 1994 PTI was merged into a subsidiary of the       
Company upon which event the Trustee received shares of the Company on          
behalf of Studdert, Murdock and Dudley; and                                     

WHEREAS, the Voting Trust was amended on October 23, 1995 to add      
as shareholder parties thereto SCC and Beesmark, to extend the                  
termination date to September 30, 1999 and in certain substantive               
respects;                                                                       

WHEREAS, the Voting Trust was further amended on July 2, 1996 and     
September 20, 1996; and                                                         

WHEREAS, the Stockholders presently desire to further amend the       
Voting Trust as is set forth herein; and                                        

NOW, THEREFORE, in consideration of the mutual promises herein,       
the parties hereto hereby agree as follows:                                     

1.   A paragraph 12(c) is added to Section 12 of the Voting           
Trust, as amended on October 23, 1995,  July 2, 1996 and    
September 20, 1996, which paragraph 12(c) shall read as     
follows:                                                    

"c.As to any shares deposited into the                  
Voting Trust and subsequently pledged by the                
Trustee pursuant to the authority granted the               
Trustee by paragraph 10(c), as amended on                   
September 20, 1996, this Agreement shall                    
terminate upon the subsequent foreclosure of any            
security interest granted by the Trustee in such            
shares."                                                    

2.   The parties hereto direct the Trustee to file a copy of this     
Fourth Amendment with the principal office of the Company in
Salt Lake City, Utah, as directed by Section 1 of the Voting
Trust Agreement.                                            

IN WITNESS WHEREOF, the Company, the Trustee and the Stockholders     
have signed this Fourth Amendment and have stated the number of shares          
of capital stock of the Company on deposit with the Trustee,                    
respectively, by them.                                                          

THE COMPANY:                                                          

fonix Corporation                                                     

By: /s/ Thomas A. Murdock                                             
---------------------------------                               
Thomas A. Murdock, President                                          

Attest:                                                                         

/s/ Roger D. Dudley                                             
----------------------------                                          
Roger D. Dudley, Secretary                                            

TRUSTEE:                                                              

/s/ Thomas A. Murdock                                               
---------------------------------                                     
Thomas A. Murdock, individually                                       


SC 13D/A13th Page of 26TOC1stPreviousNext↓BottomJust 13th

NUMBER OF SHARES:            SHAREHOLDERS:                                

       /s/ Stephen M. Studdert
-------------------------       -----------------------------------             
                 Stephen M. Studdert, individually

     /s/ Thomas A. Murdock
-------------------------       -----------------------------------             
               Thomas A. Murdock, individually

   /s/ Roger D. Dudley
-------------------------       -----------------------------------             
             Roger D. Dudley, individually

-------------------------      STUDDERT COMPANIES CORPORATION                 

           By: /s/ Stephen M. Studdert
                --------------------------------
              Stephen M. Studdert, President

-------------------------      BEESMARK INVESTMENTS, L.C.                     

      By: /s/ Alan C. Ashton
                    ------------------------------------
       Alan C. Ashton, Manager


SC 13D/A14th Page of 26TOC1stPreviousNext↓BottomJust 14th

Initial 13D     

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

SCHEDULE 13D    

UNDER THE SECURITIES EXCHANGE ACT OF 1934     

fonix Corporation     
(Name of Issuer)    

COMMON STOCK    
(Title of Class of Securities)    

34459U 10 8     
(CUSIP Number)    

Ralph W. Rasmussen, Jr., Esq.     
Bradford, Brady & Rasmussen, P.C.     
389 North University Avenue     
P.O. Box 432      
Provo, Utah  84603    
(801) 374-6282    
(Name, Address and Telephone Number of Person     
Authorized to Receive Notices and Communications)     

October 23, 1995    
(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 this statement [X].         
(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           
persons' 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).                                               


SC 13D/A15th Page of 26TOC1stPreviousNext↓BottomJust 15th

_________________________________________________________________________       

1. NAME OF REPORTING PERSON               BEESMARK INVESTMENTS, L.C.      
S.S. OR I.R.S. IDENTIFICATION NO.                                   
OF ABOVE PERSON                                                     
__________________________________________________________________________      

2.  CHECK THE APPROPRIATE BOX IF A                          (a) [ ]       
MEMBER OF A GROUP                                       (b) [X]   
__________________________________________________________________________      

3.  SEC USE ONLY                                                          
__________________________________________________________________________      

4.  SOURCE OF FUNDS                                              OO       
__________________________________________________________________________      

5.  CHECK BOX IF DISCLOSURE OF LEGAL                            [ ]       
PROCEEDINGS IS REQUIRED PURSUANT                                  
TO ITEMS 2(D) OR 2(E)                                             
__________________________________________________________________________      

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                       Utah       
__________________________________________________________________________      

NUMBER OF        7.       SOLE VOTING POWER                        0            
SHARES         -----------------------------------------------------------      
BENEFICIALLY     8.       SHARED VOTING POWER                      0            
OWNED BY       -----------------------------------------------------------      
EACH             9.       SOLE DISPOSITIVE POWER           2,333,334            
REPORTING       ----------------------------------------------------------      
PERSON WITH      10.      SHARED DISPOSITIVE POWER                 0            
__________________________________________________________________________      

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED                     2,333,334      
BY EACH REPORTING PERSON                                          
_________________________________________________________________________       

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN                      [ ]          
ROW (11) EXCLUDES CERTAIN SHARES                                  
_________________________________________________________________________       

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT                                 
IN ROW (11)                                              8.8%     
__________________________________________________________________________      

14.  TYPE OF REPORTING PERSON                                  OO*          
__________________________________________________________________________      

*The Reporting Person is a limited Liability Company                    


SC 13D/A16th Page of 26TOC1stPreviousNext↓BottomJust 16th

__________________________________________________________________________      

1.  NAME OF REPORTING PERSON                            ALAN C. ASHTON    
S.S. OR I.R.S. IDENTIFICATION NO.                                 
OF ABOVE PERSON                                                   
_________________________________________________________________________       

2.  CHECK THE APPROPRIATE BOX IF A                            (a) [ ]     
MEMBER OF A GROUP                                         (b) [X] 
_________________________________________________________________________       

3.  SEC USE ONLY                                                          
__________________________________________________________________________      

4.  SOURCE OF FUNDS                                               OO      
_________________________________________________________________________       

5.  CHECK BOX IF DISCLOSURE OF LEGAL                             [ ]      
PROCEEDINGS IS REQUIRED PURSUANT                                  
TO ITEMS 2(D) OR 2(E)                                             
_________________________________________________________________________       

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                        Utah      
__________________________________________________________________________      

NUMBER OF        7.       SOLE VOTING POWER                        0            
SHARES         ----------------------------------------------------------       
BENEFICIALLY     8.       SHARED VOTING POWER                      0            
OWNED BY       ----------------------------------------------------------       
EACH             9.       SOLE DISPOSITIVE POWER             2,333,334          
REPORTING       ---------------------------------------------------------       
PERSON WITH      10.      SHARED DISPOSITIVE POWER                 0            
__________________________________________________________________________      

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED                     2,333,334      
BY EACH REPORTING PERSON                                          
_________________________________________________________________________       

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN                        [ ]        
ROW (11) EXCLUDES CERTAIN SHARES                                  
_________________________________________________________________________       

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT                                 
IN ROW (11)                                                8.8%   
_________________________________________________________________________       

14.  TYPE OF REPORTING PERSON                                    IN         
_________________________________________________________________________       


SC 13D/A17th Page of 26TOC1stPreviousNext↓BottomJust 17th

_________________________________________________________________________       

1.  NAME OF REPORTING PERSON                              KAREN ASHTON      
S.S. OR I.R.S. IDENTIFICATION NO.                                   
OF ABOVE PERSON                                                     
_________________________________________________________________________       

2.  CHECK THE APPROPRIATE BOX IF A                           (a) [ ]        
MEMBER OF A GROUP                                        (b) [X]    
__________________________________________________________________________      

3.  SEC USE ONLY                                                            
__________________________________________________________________________      

4.  SOURCE OF FUNDS                                                OO       
__________________________________________________________________________      

5.  CHECK BOX IF DISCLOSURE OF LEGAL                             [ ]        
PROCEEDINGS IS REQUIRED PURSUANT                                    
TO ITEMS 2(D) OR 2(E)                                               
_________________________________________________________________________       

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                        Utah        
_________________________________________________________________________       

NUMBER OF        7.        SOLE VOTING POWER                        0           
SHARES         ----------------------------------------------------------       
BENEFICIALLY     8.        SHARED VOTING POWER                      0           
OWNED BY       ----------------------------------------------------------       
EACH             9.        SOLE DISPOSITIVE POWER             2,333,334         
REPORTING       ---------------------------------------------------------       
PERSON WITH      10.       SHARED DISPOSITIVE POWER                 0           
_________________________________________________________________________       

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED                    2,333,334       
BY EACH REPORTING PERSON                                          
________________________________________________________________________        

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN                         [ ]       
ROW (11) EXCLUDES CERTAIN SHARES                                  
_________________________________________________________________________       

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT                                 
IN ROW (11)                                                 8.8%  
_________________________________________________________________________       

14.  TYPE OF REPORTING PERSON                                      IN       
_________________________________________________________________________       


SC 13D/A18th Page of 26TOC1stPreviousNext↓BottomJust 18th

ITEM 1.  SECURITY AND ISSUER.                                         

This Joint Statement of Beneficial Ownership on Schedule 13D relates  
to the Common Stock, par value $.0001 per share, of fonix corporation, a        
Delaware corporation (the "Company").  The address of the Company's             
principal executive offices is Suite 1225, Eagle Gate Tower, 60 East South      
Temple Street, Salt Lake City, Utah  84111.                                     

ITEM 2.  IDENTITY AND BACKGROUND.                                     

This Joint Statement is submitted by Beesmark Investments, L.C., a    
Utah limited liability company ("Beesmark"), Alan C. Ashton ("Mr.               
Ashton"), and Karen Ashton ("Mrs. Ashton") (collectively the "Reporting         
Persons").                                                                      

Beesmark                                                                        
--------                                                                        
Beesmark was organized under the laws of the State of Utah.  The      
principal business of Beesmark is asset management and investment.  The         
address of Beesmark's principal office and business is 1361 South 740           
East, Orem, Utah 84058.                                                         

(d)-(e) During the last five years, Beesmark has not been           
convicted in a criminal proceeding (excluding traffic violations or             
similar misdemeanors), nor has it been a party to a civil proceeding of a       
judicial or administrative body of competent jurisdiction as a result of        
which it 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.                                                                      

Mr. Ashton                                                                      
---------------                                                                 

(b) Mr. Ashton's business address is 1361 South 740 East, Orem,     
Utah 84058.                                                                     

(c) Mr. Ashton's present principal occupation is investment         
management. Mr. Ashton also serves on the board of directors of Novell,         
Inc., a Delaware corporation ("Novell").  Novell's business address is 122      
East 1700 South, Provo, Utah  84606.                                            

(d)-(e) During the last five years, Mr. Ashton has not been         
convicted in a criminal proceeding (excluding traffic violations or             
similar misdemeanors), nor has he been a party to a civil proceeding of a       
judicial or administrative body of competent jurisdiction as a result of        
which he 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.                                                                      

(f)  Mr. Ashton is a citizen of the United States.                    

Mrs. Ashton                                                                     
----------------                                                                

(b) Mrs. Ashton's address is c/o 1361 South 740 East, Orem, Utah    
84058.                                                                          

(c) Mrs. Ashton's present principal occupation is investment        
management.                                                                     

(d)-(e) During the last five years, Mrs. Ashton has not been        
convicted in a criminal proceeding (excluding traffic violations or             
similar misdemeanors), nor has she been a party to a civil proceeding of        
a judicial or administrative body of competent jurisdiction as a result of      
which she 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.                                                                      

(f)  Mrs. Ashton is a citizen of the United States.                   

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.           

This Statement is being filed to reflect the acquisition by the       
Reporting Persons of beneficial ownership as to 2,333,334 shares of the         
Company's common stock in connection with the execution by Beesmark of a        
Securities Purchase Agreement by and among Beesmark, the Company and Mr.        
Ashton, dated as of October 23, 1995 ("Securities Purchase Agreement").         
The Securities Purchase Agreement provided for a private placement of the       
Company's debt and equity securities in exchange for a promise by Beesmark      
to invest $6,050,000 over a period of approximately one year and as the         
Company achieves certain performance objectives.  On October 23, 1995,          
pursuant to the Securities Purchase Agreement, Beesmark paid to the             
Company $1,540,000 in exchange for which the Company issued 2,166,667           
shares of the Company's common stock and a Convertible Subordinated             
Debenture (the "Debenture") that is presently convertible into 166,667          
shares of the Company's common stock.  The funds used by Beesmark to make       
the payment described above were loaned to it by one of its members.            
REMAINDER OF ITEM CONSTITUTES NONPUBLIC INFORMATION OMITTED FROM THIS           
JOINT STATEMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE           
COMMISSION PURSUANT TO COMMISSION RULE 24b-2.                                   

ITEM 4.  PURPOSE OF TRANSACTION.                                      

Beesmark executed the Securities Purchase Agreement and has           
partially consummated, and, to the extent it ultimately does, will              
continue to consummate, the securities acquisitions contemplated thereby        
for investment purposes.                                                        

Under the Securities Purchase Agreement, Beesmark has the right to    
participate in any new issuance of the Company's common stock to any            
potential investor on terms identical to those offered by such potential        
investor (the "Participation Right").  The Participation Right shall            
terminate on the earlier of the date the Company's common stock shall have      
traded at a price of at least $10.00 per share as quoted by the NASDAQ          
Electronic Bulletin Board or some similarly reliable price quotation            
service, for fifteen (15) consecutive market days or until the Company          
completes a registered public offering of its common stock (the "Release        
Date").  Furthermore, the Participation Right is inapplicable to (i) any        
issuance of securities by the Company during the 180-day period                 
immediately following October 23, 1995, which issuance was being                
negotiated or considered by the Company as of October 23, 1995 and which        
issuance will not exceed an aggregate amount of $300,000; (ii) any              
issuance of additional securities to the Company's present share-holders        
during the 180-day period immediately following October 23, 1995, and           
which issuance will not exceed and aggregate amount of $300,000; (iii)          
securities issued or sold to officers or employees of the Company or its        
subsidiaries pursuant to options or pursuant to a plan of the Company for       
employee compensation; (iv) securities issued in connection with a              
corporate acquisition or strategic alliance; (v) securities issued in           
connection with presently issued and outstanding warrants or options; (vi)      
securities issued upon exercise or conversion of bonds, debentures,             
preferred shares or other securities convertible into common stock; (vii)       
securities issued in connection with a registered public offering of            
securities; and (viii) any issuance of equity securities in an aggregate        
amount of $100,000 or less.                                                     

The Securities Purchase Agreement provides that, upon its execution,  
a new seat on the Company's board of directors shall be created, and Mr.        
Ashton appointed to fill that seat.  The Securities Purchase Agreement          
further provides that the Company shall use its best efforts to cause the       
shareholders to approve the authorization and issuance of Series A              
Preferred Stock ("Preferred Stock") as described in the Stock Purchase          
Agreement, which is incorporated herein by reference.  Once issued,             
Beesmark, as the holder of the Preferred Stock, would have the right to         
elect one of the Company's directors for so long as the Preferred Stock is      
issued and outstanding.                                                         

Other than as noted above, the Reporting Persons do not have any      
plans or proposals which relate to or would result in:                          

(a)  The acquisition by any person of additional securities of the    
Company, or the disposition of securities by the Company;   

(b)  An extraordinary corporate transaction, such as a merger,        
  reorganization or liquidation, involving the Company or any of
its subsidiaries;                                           

(c)  A sale or transfer or a material amount of assets of the         
Company or any of its subsidiaries;                         

(d   Any change in the present board of directors or management of    
the Company, including any plans or proposals to change the 
  number of  term of directors or to fill any existing vacancies
on the board;                                               

(e)  Any material change in the present capitalization or dividend    
policy of the Company;                                      

(f)  Any other material change in the Company's business or           
corporate structure;                                        

(g)  Changes in the Company's charter, bylaws or other actions        
 which may impede the acquisition of control of the Company by
any person;                                                 

(h)  Causing a class of securities of the Company to be delisted      
 from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a   
registered national securities association;                 

(i)  A class of equity securities of the Company becoming eligible    
for termination of registration pursuant to Section 12(g)(4)
of the Act; or                                              

(j)  Any action similar to those enumerated above.                    

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                        

Beesmark                                                                        
------------                                                                    

(a) Beesmark beneficially owns 2,333,334 shares of the Company's    
common stock, which constitutes 8.8% of the shares deemed to be issued and      
outstanding as of October 23, 1995. Of the 2,333,334 shares beneficially        
owned by Beesmark, 166,667 shares represent presently unissued shares of        
the Company's common stock into which the Debenture is convertible at the       
option of Beesmark.                                                             

(b) Beesmark, through its managers, has the sole power to dispose   
of all of the 2,333,334 shares of the Company's common stock owned by it.       
Beesmark has agreed to deposit these shares, and all other shares of the        
Company's common stock it receives under the Securities Purchase                
Agreement, with Thomas A. Murdock ("Murdock") as trustee under a Voting         
Trust Agreement ("Voting Trust Agreement") dated as of December 10, 1993,       
by and among Phonic Technologies Corp., the Company's predecessor, Stephen      
M. Studdert ("Studdert"), Murdock and Roger D. Dudley ("Dudley").               
Studdert, Murdock and Dudley are directors and/or executive officers of         
the Company.  Under the Voting Trust Agreement, Murdock, as trustee, has        
the sole power to vote all of the shares of common stock deposited into         
the voting trust. Under the Voting Trust Agreement, as amended, the voting      
trust shall terminate on September 30, 1999, or as to the shares owned by       
Beesmark, on the Release Date, if earlier.                                      

(c) Within the past 60 days, Beesmark has had the following         
transactions in the Company's equity securities:                                

Date of           Securities                             Description of     
Transaction       Purchased         Consideration        Transaction        
--------------    -------------     -----------------    ----------------   
10/23/95          2,166,667         $.48 per share       Received pursuant  
           shares of           for issued         to privately
         common stock;       common stock;      negotiated
          Debenture           $500,000 for       transaction
          convertible into    Debenture          (Securities
                  166,667 shares                         Purchase Agreement)
of common stock                         

(d) Although Beesmark does not share the power to direct the        
receipt of dividends from, or the proceeds from the sale of, the                
securities of the Company beneficially owned by it, as a limited liability      
company, Beesmark necessarily would exercise such right and power through       
its managers.  The managers who have sole control over Beesmark and the         
disposition of its assets, including the power to direct dividends or           
proceeds from securities owned by Beesmark, are Mr. and Mrs. Ashton,            
neither of whom independently beneficially own in excess of five percent        
of the Company's common stock, and who are jointly filing this Statement.       
With respect to the right of other persons to receive dividends from, or        
the proceeds from the sale of, such securities, the members of Beesmark         
would receive any such dividends or proceeds in proportion to their equity      
interests in Beesmark.  The only member of Beesmark that presently has the      
right to receive dividends from or proceeds of more than 5% of the              
Company's common stock is The Beesmark Irrevocable Trust.                       

(e)  Not applicable.                                                  

Mr. Ashton                                                                      
---------------                                                                 

(a) As a co-manager of Beesmark, Mr. Ashton shares voting and       
dispositive control over securities owned by Beesmark and therefore             
beneficially owns 2,333,334 shares of the Company's common stock, which         
constitutes 8.8% of the shares deemed to be issued and outstanding as of        
October 23, 1995. Of the 2,333,334 shares beneficially owned by Beesmark,       
166,667 shares represent presently unissued shares of the Company's common      
stock into which the Debenture is convertible at the option of Beesmark.        

(b) As a co-manager of Beesmark, Mr. Ashton has sole voting and     
dispositive power with respect to none of the 2,333,334 shares of the           
Company's common stock owned by Beesmark.  He has shared power to dispose       
of all of such shares.   Because Beesmark has deposited all of the              
Company's common stock beneficially owned by it into the voting trust, Mr.      
Ashton has shared power to vote none of such stock.                             

(c) Within the past 60 days, Beesmark has had the following         
transactions in the Company's equity securities, and Mr. Ashton                 
independently has had no such transactions:                                     

Date of           Securities                             Description of     
Transaction       Purchased         Consideration        Transaction        
--------------    -------------     -----------------    ----------------   
10/23/95          2,166,667         $.48 per share       Received pursuant  
           shares of           for issued         to privately
         common stock;       common stock;      negotiated
          Debenture           $500,000 for       transaction
          convertible into    Debenture          (Securities
                  166,667 shares                         Purchase Agreement)
of common stock                         

(d) As a co-manager of Beesmark, Mr. Ashton shares with Mrs.        
Ashton the power to direct the receipt of dividends from, or the proceeds       
from the sale of, the securities of the Company beneficially owned by           
Beesmark.  With respect to the right of other persons to receive dividends      
from, or proceeds from the sale of, such securities, the members of             
Beesmark would receive any such dividends or proceeds.  The Beesmark            
Irrevocable Trust, one of the members of Beesmark, presently would have         
the right to receive the dividends from more than 5% of the Company's           
common stock.                                                                   

(e)  Not applicable.                                                  

Mrs. Ashton                                                                     
----------------                                                                

(a) As a co-manager of Beesmark, Mrs. Ashton shares voting and      
dispositive control over securities owned by Beesmark and therefore             
beneficially owns 2,333,334 shares of the Company's common stock, which         
constitutes 8.8% of the shares deemed to be issued and outstanding as of        
October 23, 1995. Of the 2,333,334 shares beneficially owned by Beesmark,       
166,667 shares represent presently unissued shares of the Company's common      
stock into which the Debenture is convertible at the option of Beesmark.        

(b) As a co-manager of Beesmark, Mrs. Ashton has the sole power to  
vote and dispose of none of the 2,333,334 shares of the Company's common        
stock owned by Beesmark.  She shares power to dispose of all of such            
shares.  Because Beesmark has deposited all of the Company's common stock       
beneficially owned by it into the voting trust, Mrs. Ashton has shared          
power to vote none of such shares.                                              

(c) Within the past 60 days, Beesmark has had the following         
transactions in the Company's equity securities, and Mrs. Ashton                
independently has had no such transactions:                                     

Date of           Securities                             Description of     
Transaction       Purchased         Consideration        Transaction        
--------------    -------------     -----------------    ----------------   
10/23/95          2,166,667         $.48 per share       Received pursuant  
           shares of           for issued         to privately
         common stock;       common stock;      negotiated
          Debenture           $500,000 for       transaction
          convertible into    Debenture          (Securities
                  166,667 shares                         Purchase Agreement)
of common stock                         

(d) As a co-manager of Beesmark, Mrs. Ashton shares with Mr.        
Ashton the power to direct the receipt of dividends from, or the proceeds       
from the sale of, the securities of the Company beneficially owned by           
Beesmark.  With respect to the right of other persons to receive dividends      
from, or proceeds from the sale of, such securities, the members of             
Beesmark would receive any such dividends or proceeds.  The Beesmark            
Irrevocable Trust, one of the members of Beesmark, presently would have         
the right to receive the dividends from more than 5% of the Company's           
common stock.                                                                   

(e)  Not applicable.                                                  

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS    
WITH RESPECT TO SECURITIES OF THE ISSUER.         

Under the Securities Purchase Agreement, the Company has the right    
to repurchase any of the securities issued to Beesmark, in the event            
Beesmark desires to and legally may sell any or all of such securities.         
The Company's repurchase of any portion of such securities would be on          
terms identical to the terms of any proposed sale of such securities to a       
third party.  The Company's repurchase right does not apply to transfers        
by Beesmark to persons or entities affiliated with Beesmark or to Mr.           
Ashton or members of his immediate family.  The Company's repurchase right      
expires on the Release Date.                                                    

Under the Securities Purchase Agreement, the Company is obligated to  
use its best efforts to effect the authorization of the issuance of the         
Preferred Stock, into which the unpaid balance due under the Debenture is       
convertible, by requesting the approval of the Company's shareholders of        
an appropriate amendment to the Company's certificate of incorporation no       
later than at the next annual or special meeting of the Company's               
shareholders that follows October 23, 1995.  The rights and preferences of      
the Preferred Stock are described in an exhibit to the Securities Purchase      
Agreement, which is incorporated herein by reference.                           

Under the Securities Purchase Agreement, the Company agreed, among    
other things, that, so long as Beesmark is not in default of any of its         
obligations under the Securities Purchase Agreement, and until the Release      
Date, the Company shall not take or attempt to take any of the following        
actions with respect to the Company's securities:  (i) authorize, create        
or issue shares of any class or series of stock having any preference or        
priority equal to or superior to the Preferred Stock with respect to            
voting, redemption, dividends, or liquidation; or (ii) redeem or                
repurchase more than 250,000 of the Company's issued and outstanding            
common stock.   Such restrictions shall terminate on the Release Date,          
unless the Securities Purchase Agreement is terminated earlier.                 

The disclosure set forth by each of the Reporting Persons in Item 5   
with respect to the Voting Trust Agreement is incorporated herein by            
reference.                                                                      

Except as set forth above and in the Securities Purchase Agreement,   
which is incorporated herein by reference, there are no contracts,              
arrangements, understandings or relationships among the Reporting Persons       
or between any of the Reporting Persons and any other person with respect       
to the securities of the Company.                                               

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                            

The following are filed herewith as exhibits to this Joint            
Statement:                                                                      

Exhibit 1:     Agreement to Joint Filing Statement Pursuant to Rule   
13d-1(f).                               

Exhibit 2:     Agreement between Beesmark Investments, L.C. and two of
           its members pertaining to certain financing used by
             Beesmark to purchase securities of fonix Corporation.
            [FILED UNDER SEPARATE COVER WITH OBJECTION TO PUBLIC
          DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT, 5
U.S.C. $ 552]                           

Exhibit 3:     Securities Purchase Agreement by and among fonix       
     Corporation, a Delaware corporation, Beesmark
                Investments, L.C., a Utah limited liability company, and
              Alan C. Ashton, an individual resident in the State of
Utah, and dated as of October 23, 1995  

 Exhibit 4:     Voting Trust Agreement by and among Phonic Technologies,
                Inc., Thomas A. Murdock as trustee, Stephen M. Studdert,
          Thomas A. Murdock and Roger D. Dudley, dated as of
December 10, 1993                       

Exhibit 5:     Amendment of Voting Trust Agreement by and among fonix 
       Corporation, a Delaware corporation, Stephen M.
              Studdert, Thomas A. Murdock, Roger D. Dudley, Beesmark
            Investments, L.C., a Utah limited liability company,
                Studdert Companies Corp., a Utah corporation, and Thomas
            A. Murdock, as Trustee, dated as of October 23, 1995


SC 13D/A19th Page of 26TOC1stPreviousNext↓BottomJust 19th

SIGNATURE             

After reasonable inquiry and to the best of their knowledge and       
belief, the Reporting Persons certify that the information set forth in         
this statement is true, complete and correct.                                   

BEESMARK INVESTMENTS, L.C.                                            

By   /s/ Alan C. Ashton                   Nov. 1, 1995                
-------------------------            ----------------------     
Alan C. Ashton, Manager                Date                   

/s/ Alan C. Ashton                     Nov. 1, 1995           
----------------------------          ----------------------      
Alan C. Ashton, individually          Date                  

/s/ Karen Ashton                    Nov. 1, 1995              
-----------------------------        -----------------------      
Karen Ashton, individually            Date                  


SC 13D/A20th Page of 26TOC1stPreviousNext↓BottomJust 20th

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549     

SCHEDULE 13D    
(Amendment No. 1)     

Under the Securities Exchange Act of 1934 

fonix Corporation     
(Name of Issuer)      

Common Stock    
(Title of Class of Securities)        

34459U 10 8     
(CUSIP Number)      

Ralph W. Rasmussen, Jr., Esq.       
Bradford, Brady & Rasmussen, P.C.       
389 North University Avenue         
P.O. Box 432            
Provo, Utah  84603            
(801) 374-6282            
(Name, Address and Telephone Number of Person         
Authorized to Receive Notices and Communications)           

March 21, 1996          
(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 this 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           
persons' 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).                                               


SC 13D/A21st Page of 26TOC1stPreviousNext↓BottomJust 21st

______________________________________________________________________          
1.  NAME OF REPORTING PERSON              BEESMARK INVESTMENTS, L.C.      
S.S. OR I.R.S. IDENTIFICATION NO.                                 
OF ABOVE PERSON                                                   
______________________________________________________________________          

2.  CHECK THE APPROPRIATE BOX IF A                         (a) [ ]        
MEMBER OF A GROUP                                      (b) [X]    
______________________________________________________________________          

3.  SEC USE ONLY                                                          
______________________________________________________________________          

4.  SOURCE OF FUNDS                                             OO        
______________________________________________________________________          

5.  CHECK BOX IF DISCLOSURE OF LEGAL                           [ ]        
PROCEEDINGS IS REQUIRED PURSUANT                                  
TO ITEMS 2(D) OR 2(E)                                             
______________________________________________________________________          

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                      Utah        
______________________________________________________________________          

NUMBER OF         7.       SOLE VOTING POWER                       0            
SHARES         ------------------------------------------------------           
BENEFICIALLY      8.       SHARED VOTING POWER                     0            
OWNED BY       ------------------------------------------------------           
EACH              9.       SOLE DISPOSITIVE POWER          6,010,417            
REPORTING       ------------------------------------------------------          
PERSON WITH      10.       SHARED DISPOSITIVE POWER                0            
______________________________________________________________________          

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED                  6,010,417         
BY EACH REPORTING PERSON                                          
______________________________________________________________________          

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN                       [ ]         
ROW (11) EXCLUDES CERTAIN SHARES                                  
______________________________________________________________________          

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT                                 
IN ROW (11)                                              18.8%    
______________________________________________________________________          

14.  TYPE OF REPORTING PERSON                                   OO*         
______________________________________________________________________          

*The Reporting Person is a limited Liability Company                    


SC 13D/A22nd Page of 26TOC1stPreviousNext↓BottomJust 22nd

______________________________________________________________________          
1.  NAME OF REPORTING PERSON                        ALAN C. ASHTON        
S.S. OR I.R.S. IDENTIFICATION NO.                                 
OF ABOVE PERSON                                                   
______________________________________________________________________          

2.  CHECK THE APPROPRIATE BOX IF A                        (a) [ ]         
MEMBER OF A GROUP                                     (b) [X]     
______________________________________________________________________          

3.  SEC USE ONLY                                                          
______________________________________________________________________          

4.  SOURCE OF FUNDS                                            OO         
______________________________________________________________________          

5.  CHECK BOX IF DISCLOSURE OF LEGAL                          [ ]         
PROCEEDINGS IS REQUIRED PURSUANT                                  
TO ITEMS 2(D) OR 2(E)                                             
______________________________________________________________________          

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                     Utah         
______________________________________________________________________          

NUMBER OF         7.       SOLE VOTING POWER                       0            
SHARES         ------------------------------------------------------           
BENEFICIALLY      8.       SHARED VOTING POWER                     0            
OWNED BY       ------------------------------------------------------           
EACH              9.       SOLE DISPOSITIVE POWER          6,010,417            
REPORTING       ------------------------------------------------------          
PERSON WITH      10.       SHARED DISPOSITIVE POWER                0            
______________________________________________________________________          

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED                  6,010,417         
BY EACH REPORTING PERSON                                          
______________________________________________________________________          

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN                       [ ]         
ROW (11) EXCLUDES CERTAIN SHARES                                  
______________________________________________________________________          

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT                                 
IN ROW (11)                                              18.8%    
______________________________________________________________________          

14.  TYPE OF REPORTING PERSON                                   IN          
______________________________________________________________________          


SC 13D/A23rd Page of 26TOC1stPreviousNext↓BottomJust 23rd

______________________________________________________________________          
1.  NAME OF REPORTING PERSON                         KAREN ASHTON         
S.S. OR I.R.S. IDENTIFICATION NO.                                 
OF ABOVE PERSON                                                   
______________________________________________________________________          

2.  CHECK THE APPROPRIATE BOX IF A                       (a) [ ]          
MEMBER OF A GROUP                                    (b) [X]      
______________________________________________________________________          

3.  SEC USE ONLY                                                          
______________________________________________________________________          

4.  SOURCE OF FUNDS                                           OO          
______________________________________________________________________          

5.  CHECK BOX IF DISCLOSURE OF LEGAL                         [ ]          
PROCEEDINGS IS REQUIRED PURSUANT                                  
TO ITEMS 2(D) OR 2(E)                                             
______________________________________________________________________          

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                     Utah         
______________________________________________________________________          

NUMBER OF         7.       SOLE VOTING POWER                       0            
SHARES         ------------------------------------------------------           
BENEFICIALLY      8.       SHARED VOTING POWER                     0            
OWNED BY       ------------------------------------------------------           
EACH              9.       SOLE DISPOSITIVE POWER          6,010,417            
REPORTING       ------------------------------------------------------          
PERSON WITH      10.       SHARED DISPOSITIVE POWER                0            
______________________________________________________________________          

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED                  6,010,417         
BY EACH REPORTING PERSON                                          
______________________________________________________________________          

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN                       [ ]         
ROW (11) EXCLUDES CERTAIN SHARES                                  
______________________________________________________________________          

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT                                 
IN ROW (11)                                               8.8%    
______________________________________________________________________          

14.  TYPE OF REPORTING PERSON                                   IN          
______________________________________________________________________          


SC 13D/A24th Page of 26TOC1stPreviousNext↓BottomJust 24th

This Statement constitutes Amendment No. 1 to the Joint Statement on  
Schedule 13D dated as of October 23, 1995, and filed on behalf of Beesmark      
Investments, L.C., a Utah limited liability company ("Beesmark"), Alan C.       
Ashton and Karen Ashton (collectively the "Reporting Persons") with the         
Securities and Exchange Commission (the "Initial 13D") with respect to the      
common stock, par value $.0001 per share, of fonix Corporation, a Delaware      
corporation (the "Company").  This Statement is being filed on behalf of        
the Reporting Persons to reflect the change in their respective beneficial      
ownership of the Company's common stock resulting from Beesmark's               
performance under that certain Securities Purchase Agreement by and among       
the Company, Beesmark and Alan C. Ashton and dated of October 23, 1995          
(the "Purchase Agreement").  Under the Purchase Agreement, a copy of which      
was filed as an exhibit to the Initial 13D, Beesmark is obligated to            
provide funding in specified amounts at specified times during the period       
between October 1995 and September 1996 provided that the Company achieves      
certain developmental milestones.  This amendment is filed to reflect that      
Beesmark has funded under the Purchase Agreement in the amounts specified       
therein in December 1995 and January and February 1996, but the Company         
and Beesmark have agreed to modify the amount of the funding scheduled for      
March 1, 1996.  This Amendment is also submitted because Staff Counsel has      
instructed the Reporting Persons to file certain exhibits as to which           
confidential treatment was sought at the time the Initial 13D was filed.        
Other than as set forth herein, there has been no change in the                 
information set forth in any of the Items of the Initial 13D.                 

Item 3.  Source and Amount of Funds or Other Consideration.           

This Statement is being filed to reflect the acquisition by the       
Reporting Persons of beneficial ownership as to 3,677,083 shares of the         
Company's common stock in connection with the performance by Beesmark of        
its funding obligations under the Purchase Agreement.  The Purchase             
Agreement provided for a private placement of the Company's debt and            
equity securities in exchange for a promise by Beesmark to invest               
$6,050,000 over a period of approximately one year and as the Company           
achieves certain performance objectives.  Beesmark provided funding to the      
Company in the amounts of $565,000, $340,000, $350,000 in December 1995,        
January 1996 and February 1996, respectively, all as is set forth in the        
Purchase Agreement.  On March 21, 1996, rather than paying the $885,000         
called for under the Purchase Agreement, and pursuant to the agreement of       
the Company and Beesmark, Beesmark funded $510,000.  In exchange for the        
funding specified above, the Company has issued 3,677,083 shares of its         
common stock at the agreed upon price of $0.48 per share.  The funds used       
by Beesmark to make each of the payments described above were loaned to it      
by the Alan C. Ashton Trust and the Karen Ashton Trust, two of its members      
that are entities affiliated with Alan C. Ashton and Karen Ashton.              


SC 13D/A25th Page of 26TOC1stPreviousNext↓BottomJust 25th

Item 5.  Interest in Securities of the Issuer.                        

Beesmark                                                                        
-----------                                                                     

(a) Beesmark beneficially owns 6,010,417 shares of the Company's    
common stock, which constitutes 18.8% of the shares deemed to be issued         
and outstanding as of March 11, 1996.  Of the 6,010,417 shares                  
beneficially owned by Beesmark, 166,667 shares represent presently              
unissued shares of the Company's common stock into which the Debenture is       
convertible at the option of Beesmark.                                          

(b) Beesmark, through its managers, has the sole power to dispose   
of all of the 6,010,417 shares of the Company's common stock owned by it,       
but has voting control with respect to none of such shares.  Beesmark has       
agreed to deposit these shares, and all other shares of the Company's           
common stock it receives under the Purchase Agreement, with Thomas A.           
Murdock ("Murdock") as trustee under a Voting Trust Agreement ("Voting          
Trust Agreement") dated as of December 10, 1993, by and among Phonic            
Technologies Corp., the Company's predecessor, Stephen M. Studdert              
("Studdert"), Murdock and Roger D. Dudley ("Dudley"), and amended as of         
October 23, 1995.  Studdert, Murdock and Dudley are directors and/or            
executive officers of the Company.  Under the Voting Trust Agreement,           
Murdock, as trustee, has the sole power to vote all of the shares of            
common stock deposited into the voting trust. Under the Voting Trust            
Agreement, as amended, the voting trust shall terminate on September 30,        
1999, or, as to the shares owned by Beesmark, on the Release Date, if           
earlier.                                                                        

(c) Since the filing of the Initial 13D, Beesmark has had the       
following transactions in the Company's common stock:                           

Date of        Securities     Consideration     Description of        
Transaction    Purchased                        Transaction           
-----------    ----------     --------------    ---------------       
12/07/95       1,177,083      $.48 per share    Received pursuant to  
           Shares of                        Purchase Agreement
common                                  
stock                                   

02/08/96       708,333         $.48 per share   Received pursuant to  
Shares of                                       Purchase Agreement    
Common stock                                                          

02/29/96       729,167         $.48 per share   Received pursuant to  
           shares of                        Purchase Agreement
common stock                            

03/21/96       1,062,500       $.48 per share   Received pursuant to  
           shares of                        Purchase Agreement
common stock                            

(d) Although Beesmark does not share the power to direct the        
receipt of dividends from, or the proceeds from the sale of, the                
securities of the Company beneficially owned by it, as a limited liability      
company, Beesmark necessarily would exercise such right and power through       
its managers.  The managers who have sole control over Beesmark and the         
disposition of its assets, including the power to direct dividends or           
proceeds from securities owned by Beesmark, are Mr. and Mrs. Ashton,            
neither of whom independently beneficially own in excess of five percent        
of the Company's common stock, and who are jointly filing this Statement.       
With respect to the right of other persons to receive dividends from, or        
the proceeds from the sale of, such securities, the members of Beesmark         
would receive any such dividends or proceeds in proportion to their equity      
interests in Beesmark.  The only member of Beesmark that presently has the      
right to receive dividends from or proceeds of more than 5% of the              
Company's common stock is The Beesmark Irrevocable Trust.                       

(e)  Not applicable.                                                  

Mr. Ashton                                                                      
------------                                                                    

(a) As a co-manager of Beesmark, Mr. Ashton shares dispositive      
control over securities owned by Beesmark and therefore beneficially owns       
6,010,417 shares of the Company's common stock, which constitutes 18.8% of      
the shares deemed to be issued and outstanding as of March 11, 1996.  Of        
the 6,010,417 shares beneficially owned by Beesmark, 166,667 shares             
represent presently unissued shares of the Company's common stock into          
which the Debenture is convertible at the option of Beesmark.                   

(b) As a co-manager of Beesmark, Mr. Ashton has sole voting and     
dispositive power with respect to none of the 6,010,417 shares of the           
Company's common stock owned by Beesmark.  He has shared power to dispose       
of all of such shares.   Because Beesmark has deposited all of the              
Company's common stock beneficially owned by it into the Voting Trust, Mr.      
Ashton has shared power to vote none of such stock.                             

(c) Since the filing of the Initial 13D, Beesmark has had the       
transactions in the Company's common stock as set forth herein, which           
statements are incorporated into this paragraph by reference, and Mr.           
Ashton independently has had no transactions.                                   

(d) As a co-manager of Beesmark, Mr. Ashton shares with Mrs.        
Ashton the power to direct the receipt of dividends from, or the proceeds       
from the sale of, the securities of the Company beneficially owned by           
Beesmark.  With respect to the right of other persons to receive dividends      
from, or proceeds from the sale of, such securities, the members of             
Beesmark would receive any such dividends or proceeds.  The Beesmark            
Irrevocable Trust, one of the members of Beesmark, presently would have         
the right to receive the dividends from more than 5% of the Company's           
common stock.                                                                   

(e)  Not applicable.                                                  

Mrs. Ashton                                                                     
-------------                                                                   

(a) As a co-manager of Beesmark, Mrs. Ashton shares dispositive     
control over securities owned by Beesmark and therefore beneficially owns       
6,010,417 shares of the Company's common stock, which constitutes 18.8% of      
the shares deemed to be issued and outstanding as of March 11, 1996.  Of        
the 6,010,417 shares beneficially owned by Beesmark, 166,667 shares             
represent presently unissued shares of the Company's common stock into          
which the Debenture is convertible at the option of Beesmark.                   

(b) As a co-manager of Beesmark, Mrs. Ashton has the sole power     
to vote and dispose of none of the 6,010,417 shares of the Company's            
common stock owned by Beesmark.  She shares power to dispose of all of          
such shares.  Because Beesmark has deposited all of the Company's common        
stock beneficially owned by it into the Voting Trust, Mrs. Ashton has           
shared power to vote none of such shares.                                       

(c) Since the filing of the Initial 13D, Beesmark has had the       
transactions in the Company's common stock as set forth herein, which           
statements are incorporated into this paragraph by reference, and Mrs.          
Ashton independently has had no transactions.                                   

(d) As a co-manager of Beesmark, Mrs. Ashton shares with Mr.        
Ashton the power to direct the receipt of dividends from, or the proceeds       
from the sale of, the securities of the Company beneficially owned by           
Beesmark.  With respect to the right of other persons to receive dividends      
from, or proceeds from the sale of, such securities, the members of             
Beesmark would receive any such dividends or proceeds.  The Beesmark            
Irrevocable Trust, one of the members of Beesmark, presently would have         
the right to receive the dividends from more than 5% of the Company's           
common stock.                                                                   

(e)  Not applicable.                                                  

Item 7.  Material to be Filed as Exhibits.                            

The following are filed herewith as exhibits to this Amendment:       

                                           Consecutive
Description of Exhibit                            Page Number     
-------------------------------------            --------------   

Promissory Note between Beesmark Investments,                   
L.C. and two of its members that are trusts                     
affiliated with Alan C. Ashton and Karen Ashton         10      

Power of Attorney executed by Alan C. Ashton            12      

Power of Attorney executed by Karen Ashton              13      

Power of Attorney executed by Beesmark                          
Investments, L.C.                                       14      


SC 13D/ALast Page of 26TOC1stPreviousNext↓BottomJust 26th

SIGNATURE       

After reasonable inquiry and to the best of their knowledge and       
belief, the Reporting Persons certify that the information set forth in         
this statement is true, complete and correct.                                   

BEESMARK INVESTMENTS, L.C.                                            

By   /s/ Ralph W. Rasmussen, Jr.             April 4, 1996            
---------------------------------    ---------------------      
Ralph W. Rasmussen, Jr.                     Date              
Authorized Representative                                     

/s/ Ralph W. Rasmussen, Jr.            April 4, 1996      
---------------------------------    ---------------------      
Ralph W. Rasmussen, Jr.                    Date               
Attorney-in-Fact for Alan C. Ashton                           

/s/ Ralph W. Rasmussen, Jr.             April 4, 1996       
----------------------------------   ---------------------      
Ralph W. Rasmussen, Jr.                    Date               
Attorney-in-Fact for Karen Ashton

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D/A’ Filing    Date First  Last      Other Filings
9/30/9952510-Q,  10-Q/A,  NT 10-Q
11/14/9610QSB
Filed on:11/13/96
11/1/966
9/30/9671210-Q/A,  10QSB,  10QSB/A
9/24/965
9/20/96512
9/16/961
9/10/965
7/2/96512
4/4/9626
3/21/96524
3/11/9625
3/1/9624
11/1/9519
10/23/95525
12/10/93525
 List all Filings 
↑Top
Filing Submission 0001010924-96-000069   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Fri., May 17, 10:10:00.1pm ET