UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934 (Amendment No. 1)
(Name of
Issuer)
COMMON
STOCK, $0.001 PER SHARE PAR VALUE
(Title of
Class of Securities)
(CUSIP
Number)
Robert
G. Pedersen II
ZAGG
Inc
3855
South 500 West, Suite J, Salt Lake City, Utah 84115
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.[ ]
*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 the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see
the Notes).
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1.
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Names
of Reporting Persons:
Robert
G. Pedersen II
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I.R.S.
Identification Nos. of above persons (entities only):
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2.
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Check
the Appropriate Box if a Member of a Group (
See
Instructions)
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(a) [
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(b) [
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3.
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SEC
Use Only:
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4.
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Source
of Funds (See Instruction):
PF
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e):
[ ]
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6.
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Citizenship
or Place of Organization:
United
States
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Number
of Shares Beneficially by Owned by Each Reporting Person
With:
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7.
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Sole
Voting Power:
4,371,788 SHARES
(1)
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8.
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Shared
Voting Power:
N/A
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9.
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Sole
Dispositive Power:
4,371,788 SHARES
(1)
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10.
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Shared
Dispositive Power:
N/A
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,371,788
SHARES
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (
See
Instructions):
[
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13.
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Percent
of Class Represented by Amount in Row (11): 20.6
%
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14.
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Type
of Reporting Person (
See
Instructions):
IN
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1.
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The
4,371,788 shares of ZAGG Incorporated common stock, $0.001 par value per
share, includes 1,632,557 shares held directly by Robert G. Pedersen II,
2,200,000 shares of common stock held by SunCreek, LLC, an entity wholly
owned by Mr. Pedersen of which he exercises sole voting and investment
control, warrants to purchase 519,231 shares of common stock at $1.30 per
share, and options to purchase 20,000 shares of common stock at $0.65 per
share.
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ITEM
1. SECURITY
AND ISSUER.
This
Statement on Schedule 13D/A relates to the common stock, par value $0.001 per
share (the “Shares”), of ZAGG Inc, a Nevada Corporation (the "Issuer"), and is
being filed by Robert G. Pedersen II (the “Reporting Person”). The
Issuer's current principal executive offices are located at 3855 South 500 West,
Suite J, Salt Lake City, Utah 84115.
ITEM
2. IDENTITY
AND BACKGROUND
(a)
through (c) and (f). This Statement is being filed by Robert G. Pedersen II (the
“Reporting Person”). The business address of the Report Person is
3855 South 500 West, Suite J, Salt Lake City, Utah 84115. Robert G.
Pedersen II is currently the President, Chief Executive Officer, Chairman and
member of the Board of Directors of ZAGG Inc. Mr. Pedersen is a citizen of the
United States.
(d) and
(e). During the previous five (5) years, the Reporting Person (i) has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) has not been party to a civil proceeding of any of a
judicial or administrative body of competent jurisdiction such that, as a result
of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity subject to,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The
Shares to which this statement relates were purchased by Robert G. Pedersen II
with his personal funds.
ITEM
4. PURPOSE
OF TRANSACTION
The
purpose of this Schedule 13D is to report the Beneficial Ownership by the
Reporting Person of 4,371,788
shares or 20.6% of the
Issuer’s issued and outstanding common stock as of July 10, 2009. The Reporting
Person filed a Schedule 13G on March 13, 2007 to disclose his beneficial
ownership of 6,785,714 shares of common stock in the Issuer. The Reporting
Person indicated in that filing that he beneficially owned 44.33% of the
Issuer’s issued and outstanding common stock. The Reporting Person is amending
his disclosure of beneficial ownership with the appropriate form, Schedule
13D/A, since he has always beneficially owned in excess of 20% of the Issuer’s
issued and outstanding common stock. Consequently, the Reporting Person is not
filing a Schedule 13D pursuant to Rule 13d-1(f) to disclose the date on which
the Reporting Person exceeded 20% of the Issuer’s common stock.
Except as
provided below, the Reporting Person does not have any current plans or
proposals which would relate to or would result in:
(a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) a
sale or transfer of a material amount of the assets of the Issuer or any of its
subsidiaries;
(d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or 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
Issuer;
(f) any
other material change in the Issuer's business or corporate structure including,
but not limited to, if the Issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by Section 13 of the Investment Company Act of
1940;
(g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede acquisition of control of the Issuer by any
person;
(h)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to 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 Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) any
action similar to any of those enumerated above.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER.
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(a)
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The
Reporting Person is currently the beneficial owner of 4,371,788
shares of Common
Stock of the Issuer, representing approximately 20.6% of the Issuer's
common stock (based upon 21,141,112 outstanding shares of common stock as
of July 10, 2009.)
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(b)
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The
Reporting Person has sole voting and dispositive power over the Shares
identified in response to Item 5(a)
above.
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(c)
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On
July 8, 2009, the Reporting Person sold 800,000 restricted shares of ZAGG
Incorporated common stock at a market premium of $8.00 per share to a
strategic investor, which included an additional 230,769 warrants from Mr.
Pedersen. Concurrent with the sale of restricted shares, Mr. Pedersen
donated 2,000,000 shares of ZAGG Incorporated common stock to charity
including a 501(c)3 public charitable family
foundation.
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ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
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Other
than as described in this Schedule 13D, the Reporting Person has no contracts,
arrangements, understandings or relationships with any other person with respect
to any securities of the Issuer.
ITEM
7. MATERIAL
TO BE FILED AS EXHIBITS.
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.
Date: July
10, 2009
By:
/s/
Robert G.
Pedersen
Robert G. Pedersen II