SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Scanner Technologies Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
80603Q 10 5
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(CUSIP Number)
Elwin M. Beaty
14505 21st Avenue N., #220
Minneapolis, MN 55447
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 2005
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(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(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
Page 1 of 4 Pages
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CUSIP NO. 80603Q 10 5 13D PAGE 2 OF 4 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Elwin M. Beaty
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,678,125 shares (includes 670,782 shares which
OWNED BY may be purchased upon exercise of a currently
EACH exercisable warrant and 350,000 shares which
REPORTING may be purchased upon exercise of options that
PERSON are exercisable within 60 days of the date hereof).
WITH --------------------------------------------------------
8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
3,678,125 shares (includes 670,782 shares which
may be purchased upon exercise of a currently
exercisable warrant and 350,000 shares which
may be purchased upon exercise of options that
are exercisable within 60 days of the date hereof).
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,678,125 shares (includes 670,782 shares which may be purchased
upon exercise of a currently exercisable warrant and 350,000
shares which may be purchased upon exercise of options that
are exercisable within 60 days of the date hereof).
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [X]
Does not include 2,657,343 shares, a warrant to purchase
670,782 shares and options to purchase 350,000 shares held by
reporting person's spouse, as to all of which reporting person
disclaims beneficial ownership.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1. Security and Issuer.
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No change.
Item 2. Identity and Background.
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(a)-(f) No change.
Item 3. Source and Amount of Funds or Other Consideration.
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No change.
Item 4. Purpose of Transaction.
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This section is amended and supplemented to add the following:
This amendment is being filed to report an increase of shares of Common
Stock held by the Reporting Person due to the Reporting Person's right
to acquire an additional 350,000 shares pursuant to the exercise of
options which are exercisable or will become exercisable within 60 days
of the date hereof. On January 30, 2004, a five-year stock option to
purchase 150,000 shares of the Issuer's Common Stock at $1.32 per share
was granted by the Issuer to the Reporting Person, which option became
exercisable to the extent of 75,000 shares on each of July 30, 2004 and
July 30, 2005. On September 26, 2005, a five-year option to purchase
200,000 shares at $0.495 per share was granted to the Reporting Person,
which option was immediately exercisable to the extent of 100,000
shares and becomes exercisable to the extent of 100,000 shares on
January 1, 2006; however, all such option shares are exercisable within
60 days of the date of this amendment. In addition, the Reporting
Person disposed of 26,291 shares by gift between November 2, 2002 and
January 24, 2005.
Item 5. Interest in Securities of the Issuer.
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The Reporting Person beneficially owns an aggregate of 3,678,125 shares
of common stock of the Issuer, representing 27.8% of the shares of
common stock of the Issuer. Such amount does not include 2,657,343
shares, a warrant to purchase 670,782 shares and options to purchase
350,000 shares held by the Reporting Person's spouse, as to all of
which the Reporting Person disclaims beneficial ownership. Of the
shares beneficially owned by the Reporting Person, 2,657,343 shares are
held directly by the Reporting Person, 670,782 shares are obtainable
upon exercise of a currently exercisable warrant and 350,000 shares are
obtainable upon exercise of options which are currently exercisable or
will become exercisable within 60 days of the date of this Schedule
13D. The options were granted pursuant to the Issuer's 2004 Equity
Incentive Plan. The Reporting Person has sole voting and dispositive
power over all of the common stock and rights to acquire common stock
currently owned by him. Except as described in Item 4 above, the
Reporting Person has not engaged in any transaction during the past 60
days in any securities of the Issuer.
Page 3 of 4
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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The Issuer and the Reporting Person entered into option agreements
dated January 30, 2004 and September 26, 2005, which option agreements
are the standard form of agreement between the Issuer and optionees
receiving stock options under the 2004 Equity Incentive Plan.
Item 7. Material to be Filed as Exhibits.
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None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 23, 2005.
/s/ Elwin M. Beaty
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Elwin M. Beaty
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