-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MraFcOeHcRXA2YOyQ8em0YlW1UWuGibeqVAmKToJtzpljW1x9mpiAlQdqsrptFAp dmxT3EZ3KZNBummYQHkPgg== 0000948520-05-000170.txt : 20050811 0000948520-05-000170.hdr.sgml : 20050811 20050811170450 ACCESSION NUMBER: 0000948520-05-000170 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050811 DATE AS OF CHANGE: 20050811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINLAND ELECTRONICS INC CENTRAL INDEX KEY: 0000749935 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 410992135 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41503 FILM NUMBER: 051017854 BUSINESS ADDRESS: STREET 1: 1950 EXCEL DR CITY: MANKATO STATE: MN ZIP: 56001 BUSINESS PHONE: 5076257231 MAIL ADDRESS: STREET 1: 1950 EXCEL DRIVE CITY: MANKATO STATE: MN ZIP: 56001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZUCKER JERRY CENTRAL INDEX KEY: 0001040211 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THE INTERTECH GROUP INC STREET 2: 4838 JENKINS AVE CITY: N CHARLESTON STATE: SC ZIP: 29405 MAIL ADDRESS: STREET 1: C/O INTERTECH GROUP INC STREET 2: 4838 JENKINS AVE CITY: N CHARLESTON STATE: SC ZIP: 29405 SC 13D/A 1 schd13d8-05.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Winland Electronics, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 974241101 - -------------------------------------------------------------------------------- (CUSIP Number) Jerry Zucker c/o The InterTech Group, Inc. Post Office Box 5205 North Charleston, SC 29405 (843) 744-5174 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: George S. King, Jr., Esq. Haynsworth Sinkler Boyd, P.A. Post Office Box 11889 Columbia, South Carolina 29211 (803) 779-3080 August 10, 2005 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required 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 2 of 6 SCHEDULE 13D CUSIP NO. 974241101 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Jerry Zucker - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 163,250 --------------------------------------------------------------------------- 8. SHARED VOTING POWER -0- --------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 163,250 --------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 163,250 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions ) [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- Page 3 of 6 Item 1. Security and Issuer The class of equity security to which this statement relates is the common stock (the "Common Stock"), par value $.01 per share ("Share"), of Winland Electronics, Inc., a Minnesota corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1950 Excel Drive, Mankato, Minnesota 56001. Item 2. Identity and Background Jerry Zucker is a natural person whose principal business address is PO Box 5205, North Charleston, South Carolina 29405. Mr. Zucker's principal occupation is as the chief executive officer of The InterTech Group, Inc., Post Office Box 5205, North Charleston, South Carolina 29406. Mr. Zucker has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, state or federal securities laws or finding any violation with respect to such laws. Mr. Zucker is a citizen of the State of South Carolina and the United States of America. Item 3. Source and Amount of Funds or Other Consideration Mr. Zucker previously purchased and reported an aggregate of 242,300 Shares for total consideration of $582,738. Such funds were provided from Mr. Zucker's personal funds. This amendment relates to sales of Shares. Item 4. Purpose of Transaction Mr. Zucker purchased the Shares for investment purposes. Mr. Zucker is continuing to review the performance of his investment and his investment alternatives. As part of his ongoing review of his investment in the Shares, Mr. Zucker may explore from time to time a variety of alternatives, including the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer in the open market or in privately negotiated transactions. Mr. Zucker may explore other alternatives with respect to his investment in the Shares, including but not limited to an extraordinary corporate transaction involving the Issuer, changes in the present board of directors or management of the Issuer, or changes in the Issuer's business or corporate structure. Although the foregoing reflects activities presently contemplated by Mr. Zucker with respect to the Issuer, the foregoing is subject to change at any time, and there can be no assurance that Mr. Zucker will take any of the actions referred to above. Except as set forth in the preceding paragraph, as of the date hereof, Mr. Zucker does not have any plan or proposal that relates 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; Page 4 of 6 (b) An 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 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; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the 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. Notwithstanding the foregoing, Mr. Zucker reserves the right to effect any such actions as he may deem necessary or appropriate in the future. Item 5. Interest in Securities of the Issuer (a) Amount Beneficially Owned: As of the date hereof, Mr. Zucker beneficially owns an aggregate of 163,250 Shares. Based on the 3,513,330 Shares outstanding as of May 13, 2005 as set forth in the Issuer's quarterly report on Form 10-QSB for the quarter ended March 31, 2005, Mr. Zucker beneficially owns 4.64% of the outstanding Shares. (b) Number of Shares as to which Mr. Zucker has: (i) Sole power to vote or direct the vote: 163,250 (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition of: 163,250 (iv) Shared power to dispose or direct the disposition of: -0- 25 Page 5 of 6 (c) Transactions Effected in the Past Sixty Days: The following shares were sold in market transactions through brokers: Per Share Shares Date Price ------ ---- ----- 300 08/09/2005 7.2500 3,500 08/09/2005 7.2011 5,800 08/09/2005 7.0132 5,800 08/09/2005 7.0159 36,300 08/09/2005 6.9290 10,000 08/10/2005 6.6014 5,400 08/10/2005 6.6911 10,000 08/10/2005 6.7047 5,000 08/10/2005 6.6260 300 08/10/2005 6.8000 3,400 08/10/2005 7.2000 5,000 08/10/2005 7.1500 5,000 08/10/2005 7.1100 5,000 08/10/2005 7.2000 5,000 08/10/2005 7.0000 (d) Right to Receive or Power to Direct: To the knowledge of Mr. Zucker, no person other than Mr. Zucker has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by Mr. Zucker. (e) Date Reporting Person Ceased to be 5% Owner: August 10, 2005. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None. Page 6 of 6 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: August 11, 2005 s/ Jerry Zucker --------------- Jerry Zucker -----END PRIVACY-ENHANCED MESSAGE-----