0000950137-01-503694.txt : 20011009 0000950137-01-503694.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950137-01-503694 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010924 GROUP MEMBERS: GERALD E. BROWN GROUP MEMBERS: JAMES J. KAMP GROUP MEMBERS: NOLA D. CALL GROUP MEMBERS: PAUL R. HOLZHUETER GROUP MEMBERS: RALPH I. CALL GROUP MEMBERS: ROBERT L. RING GROUP MEMBERS: STEVEN A. FRALEY GROUP MEMBERS: THOMPSON H. DAVIS GROUP MEMBERS: VALERIE HOLZHUETER 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: 1743761 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: DYNA TECHNOLOGY INC CENTRAL INDEX KEY: 0001102226 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411854537 STATE OF INCORPORATION: UT FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 225 SOUTH CORDOVA AVENUE CITY: LECENTER STATE: MN ZIP: 56057 BUSINESS PHONE: 5053576821 MAIL ADDRESS: STREET 1: 225 SOUTH CORDOVA AVENUE CITY: LECENTER STATE: MN ZIP: 56057 SC 13D/A 1 c65118a3sc13da.txt AMENDMENT #3 TO SCHEDULE 13D 1 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, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)*(1) Winland Electronics, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Winland Electronics, Inc. Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 974241 10 1 -------------------------------------------------------------------------------- (CUSIP Number) ATTN: Ralph I. Call Dyna Technology, Inc. 225 South Cordova Avenue LeCenter, MN 56057 (507) 357-6821 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 2001 -------------------------------------------------------------------------------- (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 ss240.13d-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 ss240.13d-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). --------------- (1) As to Dyna Technology, Inc., Ralph I. Call and Nola D. Call, this filing is the third amendment to the original Schedule 13D filed on November 22, 2000. As to Steven A. Fraley and Paul R. Holzhueter, and Valerie Holzhueter, this is the second amendment to the Schedule 13D file on March 19, 2001 and is a final filing. This is the second amendment to Schedule 13D filed on March 19, 2001 with respect to all other Reporting Persons. 2 CUSIP NO. 974241 10 1 13D PAGE 2 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dyna Technology, Inc. 41-1854537 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC, (This Reporting Person's beneficial interest in the shares as disclosed in parts 7, 8, 9 and 10 below were purchased with Dyna Technology, Inc. working capital.) -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Organized under the laws of Utah -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 404,800 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 404,800 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 404,800 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 404,800 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,800 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO -------------------------------------------------------------------------------- 3 CUSIP NO. 974241 10 1 13D PAGE 3 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ralph I. Call N/A -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO, AF (This Reporting Person's beneficial interest in the shares as disclosed in parts 8 and 10 below were purchased with Dyna Technology, Inc. working capital.) -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 404,800 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 404,800 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,800 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 4 CUSIP NO. 974241 10 1 13D PAGE 4 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nola D. Call N/A -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 404,800 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 404,800 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,800 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 5 CUSIP NO. 974241 10 1 13D PAGE 5 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gerald E. Brown NA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO (This Reporting Person's beneficial interest in the shares as disclosed in parts 8 and 10 below were purchased with Dyna Technology, Inc. working capital.) -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 404,800 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 404,800 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,800 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 6 CUSIP NO. 974241 10 1 13D PAGE 6 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thompson H. Davis NA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO (This Reporting Person's beneficial interest in the shares as disclosed in parts 8 and 10 below were purchased with Dyna Technology, Inc. working capital.) -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 404,800 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 404,800 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,800 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 7 CUSIP NO. 974241 10 1 13D PAGE 7 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven A. Fraley NA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 00.0% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 8 CUSIP NO. 974241 10 1 13D PAGE 8 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul R. Holzhueter NA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF, PF, BK, (This Reporting Person's beneficial interest in the shares as disclosed in parts 8 and 10 below were purchased with personal and bank funds of Paul R. Holzhueter and Valerie Holzhueter.) -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 85,100 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 85,100 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,100 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 9 CUSIP NO. 974241 10 1 13D PAGE 9 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Valerie Holzhueter NA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF, BK -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 85,100 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 85,100 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,100 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 10 CUSIP NO. 974241 10 1 13D PAGE 10 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James J. Kamp NA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO (This Reporting Person's beneficial interest in the shares as disclosed in parts 8 and 10 below were purchased with Dyna Technology, Inc. working capital.) -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 404,800 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 404,800 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,800 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 11 CUSIP NO. 974241 10 1 13D PAGE 11 OF 32 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert L. Ring NA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO (This Reporting Person's beneficial interest in the shares as disclosed in parts 8 and 10 below were purchased with Dyna Technology, Inc. working capital.) -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 404,800 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 404,800 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,800 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 12 ITEM 1. (a) Name of Issuer: Winland Electronics, Inc. (b) Address of Issuer's Principal Executive Offices: 1950 Excel Drive, Mankato, MN 56001 ITEM 2. i. (a) Name of Person Filing: Dyna Technology, Inc., a Utah Corporation (b) Business Address: 225 South Cordova Avenue, LeCenter, MN 56057 (c) Occupation: N/A (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: N/A ii. (a) Name of Person Filing: Ralph I. Call (b) Address: 585 Canyon Road, Providence, Utah 84332 (c) Occupation: President, Dyna Technology, Inc. (Item 2i above) (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA iii. (a) Name of Person Filing: Nola D. Call (b) Address: 585 Canyon Road, Providence, Utah 84332 (c) Occupation: N/A (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA iv. (a) Name of Person Filing: Gerald E. Brown (b) Address: 2707 N. 1008 Street, Suite 100, Omaha, NE 68164 (c) Occupation: President, American HealthNet, Inc., 2707 N. 108th Street, Omaha, NE 68164 (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA v. (a) Name of Person Filing: Thompson H. Davis (b) Address: 8089 Deer Creek Road, Salt Lake City, UT 84121 (c) Occupation: Pilot, Delta Airlines, Salt Lake City Int'l Airport, Salt Lake City, UT 84121 (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA vi. (a) Name of Person Filing: Steven A. Fraley (b) Address: 225 South Cordova Ave., LeCenter, MN 56057 (c) Occupation: Vice-President and Chief Financial Officer, Winco, Inc., 225 South Cordova Ave., LeCenter, MN 56057 (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA Page 12 of 32 13 vii. (a) Name of Person Filing: Paul R. Holzhueter (b) Address: 101 North Second Street, Suite 110, Mankato, MN 56001 (c) Occupation: Director of Business Development, Malt-O-Meal Company, 701 West 5th Street, Northfield, MN 55057 (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA viii. (a) Name of Person Filing: Valerie Holzhueter (b) Address: 1585 Sherwood Drive, North Mankato, MN 56003 (c) Occupation: N/A (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA ix. (a) Name of Person Filing: James J. Kamp (b) Address: 7580 Quattro Drive, Chanhassen, MN 55317 (c) Occupation: Chief Financial Officer, Peripheral Technology Group; Controller, Innovative Marketing Solutions, 7580 Quattro Drive, Chanhassen, MN 55317 (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA x. (a) Name of Person Filing: Robert L. Ring (b) Address: P.O. Box 4067, Wichita, KS 67204 (c) Occupation: Independent Business Consultant (d) Criminal Proceedings: None (e) Civil Securities Proceedings: None (f) Citizenship: USA ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As to Dyna Technology, Inc.: The beneficial interest of Dyna Technology, Inc. in the shares disclosed in Item 5 below were purchased with Dyna Technology, Inc. working capital. As to Ralph I. Call: Mr. Call's beneficial interest in the shares as disclosed in Item 5 below were purchased with Dyna Technology, Inc. working capital. As to Nola D. Call: Mrs. Call's beneficial interest in the shares as disclosed in Item 5 below were purchased with Dyna Technology, Inc. working capital. Mrs. Call disclaims any beneficial interest in the shares held by members of the Shareholders' Protective Committee other than those beneficially owned by Mr. Call. As to Gerald E. Brown: Mr. Brown's beneficial interest in the shares as disclosed in Item 5 below were purchased with Dyna Technology, Inc. working capital. Page 13 of 32 14 As to Thompson H. Davis: Mr. Davis's beneficial interest in the shares as disclosed in Item 5 below were purchased with Dyna Technology, Inc. working capital. As to Steven A. Fraley: Mr. Fraley terminated his affiliation with the Shareholder's Protective Committee effective September 21, 2001 and accordingly disclaims any beneficial interest in the shares held by any remaining member of the Shareholder's Protective Committee. As to Paul R. Holzhueter: Mr. Holzhueter terminated his affiliation with the Shareholder's Protective Committee effective September 10, 2001 and accordingly disclaims any beneficial interest in the shares held by any remaining member of the Shareholder's Protective Committee. Mr. Holzhueter's beneficial interest in the shares as disclosed in Item 5 below were purchased with the personal and bank funds of Paul R. Holzhueter and Valerie Holzhueter. All bank loans were borrowed from a commercial lending institution upon arms-length terms. As of the date of this filing, all such funds have been repaid. As to Valerie Holzhueter: Mrs. Holzhueter disclaims any beneficial interest in the shares held by members of the Shareholders' Protective Committee other than those beneficially owned by Mr. Holzhueter. Mrs. Holzhueter's beneficial interest in the shares as disclosed in Item 5 below were obtained with the personal and bank funds of Paul R. Holzhueter and Valerie Holzhueter. All bank loans were borrowed from a commercial lending institution upon arms-length terms. As of the date of this filing, all such funds have been repaid. As to James J. Kamp: Mr. Kamp's beneficial interest in the shares as disclosed in Item 5 below were purchased with Dyna Technology, Inc. working capital. As to Robert L. Ring: Mr. Ring's beneficial interest in the shares as disclosed in Item 5 below were purchased with Dyna Technology, Inc. working capital. ITEM 4. PURPOSE OF TRANSACTION State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which 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: Dyna Technology, Inc. intends to acquire such additional securities of the issuer as may be necessary to influence the election of directors to the Board of Directors of the issuer. (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; NONE. (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; NONE. Page 14 of 32 15 (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; The individual Reporting Persons identified in the cover page of this Schedule 13D, with the exception of Nola D. Call and Valerie Holzhueter, organized a Shareholders' Protective Committee (the "Committee") on March 15, 2001 to engage in a proxy solicitation of shareholders of the Issuer to elect its members to the Board of Directors of the Issuer with the effect that the present Board of Directors of the Issuer will be replaced by the members of the Committee. Effective September 10, 2001, Paul R. Holzhueter terminated his affiliation with the Committee and hereby disclaims any beneficial interest in the shares held by any remaining member of the Committee; and effective September 21, 2001, Steven A. Fraley terminated his affiliation with the Committee and hereby disclaims any beneficial interest in the shares held by any remaining member of the Committee. (e) Any material change in the present capitalization or dividend policy of the issuer; NONE. (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; NONE. (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; The individual Reporting Persons and the Shareholders' Protective Committee no longer intend to submit the shareholder proposals identified in Amendment No. 2 to Schedule 13D filed March 19, 2001. (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; NONE. (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 NONE. (j) Any action similar to any of those enumerated above. NONE. Page 15 of 32 16 ITEM 5. (a) State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act: Dyna Technology, Inc.: 404,800 shares/13.7% which are held by it directly (See Item 6) Ralph I. Call: Beneficial ownership of 404,800 shares/16.6% by reason of his directorship and controlling interest in Dyna Technology, Inc. and by reason of his membership in the Shareholders' Protective Committee (See Item 6) Nola D. Call: Beneficial ownership of 404,800 shares/ 13.7% by reason of her controlling interest in Dyna Technology, Inc. Gerald E. Brown: Beneficial ownership of 404,800 shares/13.7% by reason of his membership in the Shareholders' Protective Committee (See Item 6) Thompson H. Davis: Beneficial ownership of 404,800 shares/13.7% by reason of his membership in the Shareholders' Protective Committee (See Item 6) Steven A. Fraley: Mr. Fraley terminated his affiliation with the Shareholder's Protective Committee effective September 21, 2001 and accordingly disclaims any beneficial interest in the shares held by any remaining member of the Shareholder's Protective Committee (See Item 6) Paul R. Holzhueter: Beneficial ownership of 85,100 shares/2.9% beneficially owned by reason of his marriage to Valerie Holzhueter. Mr. Holzhueter terminated his affiliation with the Shareholder's Protective Committee effective September 10, 2001 and accordingly disclaims any beneficial interest in the Shares held by any remaining member of the Shareholder's Protective Committee (See Item 6). Valerie Holzhueter: 85,100 shares/ 2.9% by reason of her marriage to Paul R. Holzhueter. Page 16 of 32 17 James J. Kamp: Beneficial ownership of 404,800 shares/13.7% by reason of his membership in the Shareholders' Protective Committee (See Item 6). Robert L. Ring: Beneficial ownership of 404,800 shares/13.7% by reason of his membership in the Shareholders' Protective Committee (See Item 6). All Reporting Persons, Aggregated: 489,900/16.6%. (b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared: Dyna Technology, Inc.: Sole Power to Vote: 404,800 Shared Power to Vote: 404,800 Sole Power to Dispose: 404,800 Shared Power to Dispose: 404,800 Ralph I. Call: Sole Power to Vote: -0- Shared Power to Vote: 404,800 Sole Power to Dispose: -0- Shared Power to Dispose: 404,800 Nola D. Call: Sole Power to Vote: -0- Shared Power to Vote: 404,800 Sole Power to Dispose: -0- Shared Power to Dispose: 404,800 Gerald E. Brown: Sole Power to Vote: -0- Shared Power to Vote: 404,800 Sole Power to Dispose: -0- Shared Power to Dispose: 404,800 Thompson H. Davis: Sole Power to Vote: -0- Shared Power to Vote: 404,800 Sole Power to Dispose: -0- Shared Power to Dispose: 404,800 Steven A. Fraley: Sole Power to Vote: -0- Shared Power to Vote: -0- Sole Power to Dispose: -0- Shared Power to Dispose: -0- Paul R. Holzhueter: Sole Power to Vote: -0- Shared Power to Vote: 85,100 Sole Power to Dispose: -0- Shared Power to Dispose: 85,100 Page 17 of 32 18 Valerie Holzhueter: Sole Power to Vote: -0- Shared Power to Vote: 85,100 Sole Power to Dispose: -0- Shared Power to Dispose: 85,100 James J. Kamp: Sole Power to Vote: -0- Shared Power to Vote: 404,800 Sole Power to Dispose: -0- Shared Power to Dispose: 404,800 Robert L. Ring: Sole Power to Vote: -0- Shared Power to Vote: 404,800 Sole Power to Dispose: -0- Shared Power to Dispose: 404,800 (c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (ss.240.13d-191), whichever is less, by the persons named in response to paragraph (a). NONE Instruction. The description of a transaction required by Item 5(c) shall include, but not necessarily be limited to: (1) the identity of the person covered by Item 5(c) who effected the transaction; (2) the date of the transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was effected. (d) If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. N/A (e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. N/A Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1) and the note thereto. Page 18 of 32 19 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included. The sole stockholders of Dyna Technology, Inc. are Ralph I. Call and Nola D. Call, 585 Canyon Road, Providence, UT 84332. Mr. Call is also the President and Chief Executive Officer of Dyna Technology, Inc. and serves on its Board of Directors. Steven A. Fraley is the Vice-President and Secretary-Treasurer of Dyna Technology, Inc. and serves on its Board of Directors. The individual Reporting Persons identified in the cover page of this Schedule 13D, with the exception of Nola D. Call and Valerie Holzhueter, organized a Shareholders' Protective Committee (the "Committee") on March 15, 2001 to engage in a proxy solicitation of shareholders of the Issuer to elect its members to the Board of Directors of the Issuer with the effect that the present Board of Directors of the Issuer will be replaced by the members of the Committee. The Committee was organized pursuant to the terms of the Shareholders' Protective Committee Letter Agreement dated March 15, 2001 (the "Agreement"). Under the terms of the Agreement, Ralph I. Call and Dyna Technology, Inc. have agreed to pay out-of pocket costs incurred by the members of the Committee in connection with their services on and to the Committee, and have further agreed to indemnify each member of the Committee from and against any and all costs and liabilities (excluding actions resulting from the bad faith, willful misconduct or gross negligence of such member) the members may become subject to based upon or arising out of the members' actions related to the proxy solicitation of shareholders of the Issuer. Effective September 10, 2001, Paul R. Holzhueter terminated his affiliation with the Shareholder's Protective Committee pursuant to the terms and conditions of that certain Termination Agreement effective September 10, 2001. Effective September 21, 2001, Steven A. Fraley terminated his affiliation with the Shareholder's Protective Committee pursuant to the terms and conditions of that certain Termination Agreement effective September 21, 2001. The Shareholder's Protective Committee now consists of Ralph I. Call, Gerald E. Brown, Thompson H. Davis, James J. Kamp and Robert L. Ring. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by ss.240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6. Exhibit 7.1: Shareholders' Protective Committee Letter Agreement dated March 15, 2001, incorporated by reference to Exhibit 7.1 to Amendment No. 2 to Schedule 13D filed March 19, 2001. Exhibit 7.2: Notice of Shareholder Nominees and Business Proposals; Demand for Shareholder List, incorporated by reference to Exhibit 7.2 to Amendment No. 2 to Schedule 13D filed March 19, 2001. Exhibit 7.3: Termination Agreement, terminating Paul R. Holzhueter's affiliation with the Shareholders' Protective Committee, effective September 10, 2001 (attached). Exhibit 7.4: Termination Agreement, terminating Steven A. Fraley's affiliation with the Shareholders' Protective Committee, effective September 21, 2001 (attached). Exhibit 7.5: Notice of Nominees for Vacant Seats on Board of Directors and Notice of Shareholder Nominees and Demand for Shareholder List dated September 21, 2001 (attached). Page 19 of 32 20 SIGNATURES 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. September 21, 2001 --------------------------- Date Dyna Technology, Inc. By: /s/ Ralph I. Call ------------------------------ Signature Ralph I. Call Its: President ------------------------------------- Name/Title By: /s/ Ralph I. Call ------------------------------ Signature Ralph I. Call, Director, President and controlling stockholder of Dyna Technology, Inc. and member of Shareholders' Protective Committee -------------------------------------------- Name/Title By: /s/ Nola D. Call ------------------------------ Signature Nola D. Call, controlling stockholder of Dyna Technology, Inc. -------------------------------------------- Name/Title By: /s/ Gerald E. Brown ------------------------------ Signature Gerald E. Brown, member of Shareholders' Protective Committee -------------------------------------------- Name/Title By: /s/ Thompson H. Davis ------------------------------ Signature Thompson H. Davis, member of Shareholders' Protective Committee -------------------------------------------- Name/Title Page 20 of 32 21 By: /s/ Steven A. Fraley ------------------------------ Signature Steven A. Fraley, Director, Vice-President and Secretary-Treasurer of Dyna Technology, Inc. -------------------------------------------- Name/Title By: /s/ Paul R. Holzhueter ------------------------------ Signature Paul R. Holzhueter -------------------------------------------- Name/Title By: /s/ Valerie Holzhueter ------------------------------ Signature Valerie Holzhueter, Shareholder -------------------------------------------- Name/Title By: /s/ James J. Kamp ------------------------------ Signature James J. Kamp, member of Shareholders' Protective Committee -------------------------------------------- Name/Title By: /s/ Robert L. Ring ------------------------------ Signature Robert L. Ring, member of Shareholders' Protective Committee -------------------------------------------- Name/Title ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 21 of 32 EX-7.3 3 c65118a3ex7-3.txt TERMINATION AGREEMENT - PAUL R. HOLZHUETER'S 1 EXHIBIT 7.3 TERMINATION AGREEMENT This Termination Agreement is made between Paul R. Holzhueter (herein "Holzhueter"), and Ralph I. Call, Director, President and controlling stockholder of Dyna Technology, Inc., and chairman of Shareholders' Protective Committee regarding Winland Electronics, Inc. ("Winland"). RECITALS The parties declare: A. Holzhueter and Call entered into a Shareholders' Protective Committee Letter Agreement dated as of March 15, 2001 ( the "Letter Agreement") regarding Winland. B. The parties desire to terminate and cancel the Letter Agreement and to release each other from their respective obligations thereunder. In consideration of the mutual covenants contained herein, receipt and sufficiency of which are mutually acknowledged, the parties agree as follows: AGREEMENT 1. The Letter Agreement is terminated effective as of the date of the latest Consent signator to this Termination Agreement, subject to the terms and conditions set forth below. 2. Holzhueter and Call are released from their respective obligations to observe the terms and conditions of the Letter Agreement. 3. Neither party has any claim for loss, damage, counsel fee or other liability against the other party, the same being hereby mutually waived and released. 4. Holzhueter is free to accept election to the Board of Directors of Winland without any restriction, commitment or liability to Call, Dyna Technology, Inc., or the Shareholders' Protective Committee other than the usual fiduciary duty of a director to Winland and its shareholders (if and when Holzhueter becomes a director of Winland). 5. Holzhueter is free to vote his shares in Winland in all matters as he sees fit, without any restriction, commitment or liability to Call, Dyna Technology, Inc., or the Shareholders' Protective Committee. 6. The parties agree to cooperate with each other to effect necessary amendments to and filing of Form 3 and Schedule 13D with the United States Securities and Exchange Commission. 7. All of the terms and conditions of this Termination Agreement shall be binding on and inure to the benefit of the parties, and their respective heirs, legatees, devisees, legal representatives, successors and assigns of the parties. 8. This Termination Agreement shall be governed by the laws of the State of Minnesota. 9. This Termination Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which shall constitute one and the same document. For purposes of the Consent, a fax signature shall be deemed an original signature. Page 22 of 32 2 In witness, each party to this Termination Agreement has caused it to be executed at Mankato, Minnesota, effective as of the date hereinabove stated. Date: 9/4, 2001 /s/ Paul R. Holzhueter ------------------------ ----------------------------------------- Paul R. Holzhueter Date: 9/8, 2001 /s/ Ralph I. Call ------------------------ ----------------------------------------- Ralph I. Call, individually, and as Director, President and controlling stockholder of Dyna Technology, Inc., and as Chairman of Shareholders' Protective Committee for Winland Electronics, Inc. CONSENT Each of the undersigned hereby consents to the terms and conditions of the foregoing Termination Agreement and execution and delivery thereof by the parties thereto. Date: Sept. 6, 2001 /s/ James J. Kamp ------------------------ ----------------------------------------- James J. Kamp Date: 9/9, 2001 /s/ T.H. Davis ------------------------ ----------------------------------------- Thompson H. Davis Date: 9-10, 2001 /s/ Robert L. Ring ------------------------ ----------------------------------------- Robert L. Ring Date: September 7, 2001 /s/ Gerry Brown ------------------------ ----------------------------------------- Gerald E. Brown Date: 9/6, 2001 /s/ Steven A. Fraley ------------------------ ----------------------------------------- Steven A. Fraley Page 23 of 32 EX-7.4 4 c65118a3ex7-4.txt TERMINATION AGREEMENT - STEVEN A. FRALEY'S 1 EXHIBIT 7.4 TERMINATION AGREEMENT This Termination Agreement is made between Steven A. Fraley (herein "Fraley"), and Ralph I. Call, Director, President and controlling stockholder of Dyna Technology, Inc., and chairman of Shareholders' Protective Committee regarding Winland Electronics, Inc. ("Winland"). RECITALS The parties declare: A. Fraley and Call entered into a Shareholders' Protective Committee Letter Agreement dated as of March 15, 2001 ( the "Letter Agreement") regarding Winland. B. The parties desire to terminate and cancel the Letter Agreement and to release each other from their respective obligations thereunder. In consideration of the mutual covenants contained herein, receipt and sufficiency of which are mutually acknowledged, the parties agree as follows: AGREEMENT 1. The Letter Agreement is terminated effective as of the date of the latest Consent signator to this Termination Agreement, subject to the terms and conditions set forth below. 2. Fraley and Call are released from their respective obligations to observe the terms and conditions of the Letter Agreement. 3. Neither party has any claim for loss, damage, counsel fee or other liability against the other party, the same being hereby mutually waived and released. 4. The parties agree to cooperate with each other to effect necessary amendments to and filing of Form 3 and Schedule 13D with the United States Securities and Exchange Commission. 5. All of the terms and conditions of this Termination Agreement shall be binding on and inure to the benefit of the parties, and their respective heirs, legatees, devisees, legal representatives, successors and assigns of the parties. 6. This Termination Agreement shall be governed by the laws of the State of Minnesota. 7. This Termination Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which shall constitute one and the same document. For purposes of the Consent, a fax signature shall be deemed an original signature. Page 24 of 32 2 In witness, each party to this Termination Agreement has caused it to be executed at Mankato, Minnesota, effective as of the date hereinabove stated. Date: September 20, 2001 /s/ Steven A. Fraley ------------------------ ----------------------------------------- Steven A. Fraley Date: 9-19, 2001 /s/ Ralph I. Call ------------------------ ----------------------------------------- Ralph I. Call, individually, and as Director, President and controlling stockholder of Dyna Technology, Inc., and as Chairman of Shareholders' Protective Committee for Winland Electronics, Inc. CONSENT Each of the undersigned hereby consents to the terms and conditions of the foregoing Termination Agreement and execution and delivery thereof by the parties thereto. Date: Sept. 20, 2001 /s/ James J. Kamp ------------------------ ----------------------------------------- James J. Kamp Date: , 2001 /s/ Thompson H. Davis ------------------------ ----------------------------------------- Thompson H. Davis Date: 9/20, 2001 /s/ Robert L. Ring ------------------------ ----------------------------------------- Robert L. Ring Date: 9/21, 2001 /s/ Gerry Brown ------------------------ ----------------------------------------- Gerald E. Brown Page 25 of 32 EX-7.5 5 c65118a3ex7-5.txt NOTICE OF NOMINEES FOR VACANT SEATS 1 EXHIBIT 7.5 DYNA TECHNOLOGY, INC. 225 SOUTH CORDOVA AVENUE LECENTER, MN 56057 September 21, 2001 Winland Electronics, Inc. Attn. Secretary 1950 Excel Drive Mankato, MN 56001 RE: NOTICE OF NOMINEES FOR VACANT SEATS ON BOARD OF DIRECTORS; Notice of Shareholder Nominees; DEMAND FOR SHAREHOLDER LIST Dear Mr. or Madam Secretary: I. NOTICE OF NOMINEES FOR VACANT SEATS ON BOARD OF DIRECTORS Dyna Technology, Inc., with its business offices at 225 South Cordova Ave., LeCenter, MN 56057 is the single largest shareholder of Winland Electronics, Inc. ("Winland" or the "Company"). At the present time, there are two or more vacant seats on the Board of Directors of the Company, and we propose the nominees set forth below for consideration by the Company's Nomination Committee. We understand that pursuant to materials previously published by the Company, the Nomination Committee is bound to consider each of the candidates proposed, all of whom have broad training and experience in their chosen fields and all of whom have achieved distinction in their activities: Ralph I. Call, same address as Dyna Technology Gerald E. Brown, 2619 North 160th St., Omaha, NE 68116 Robert L. Ring, P.O. Box 4067, Wichita, KS 67204. II. NOTICE OF SHAREHOLDER NOMINEES Furthermore, and pursuant to Article 2, Section 2.2, of the Amended and Restated Bylaws of the Company, effective as of March 5, 2001, notice of the undersigned shareholder's intent to make nominations for the election of directors at the Company's 2001 Annual Meeting (the "Annual Meeting") is hereby given as follows: (i) The shareholder who intends to make the nominations is Dyna Technology, Inc. ("Dyna Technology"), 225 South Cordova Ave., LeCenter, MN 56057. The persons to be nominated for election to Winland's Board of Directors and the business address of their principal occupation or employment are: Ralph I. Call, same address as Dyna Technology James J. Kamp, 7580 Quattro Drive, Chanhassen, MN 55317 Thompson H. Davis, 8089 Deer Creek Road, Salt Lake City, UT 84121 Robert L. Ring, P.O. Box 4067, Wichita, KS 67204 Gerald E. Brown, 2619 North 160th St., Omaha, NE 68116 (ii) Dyna Technology is a holder of record of stock of the Company entitled to vote at the Annual Meeting and, through one of its officers, intends to appear in person or by proxy at the Meeting to nominate the persons identified above. Page 26 of 32 2 (iii) Ralph I. Call, one of the owners of Dyna Technology, entered into an agreement with each of the other proposed nominees and formed the Winland Shareholders' Protective Committee which presently consists of the nominees (the "Shareholders' Protective Committee" or the "Committee") to solicit the shareholders of the Company to elect its members to the Winland Board of Directors (the "Agreement"). Pursuant to the Agreement, Mr. Call has agreed to indemnify and hold harmless each of the members of the Committee from any and all losses, claims, damages, counsel fees and expenses (including fees and expenses incurred in defending or investigating any such claim) and all liabilities to which each may become subject under any statute, under common law or otherwise relating to, based upon or arising out of such person's actions which relate to serving on the Committee or standing for election to the Board of Directors of the Company (except to the extent that any such loss, claim, damage, counsel fee or liability is found in a final judgment by a court, not subject to further appeal, to have resulted from bad faith, willful misconduct or gross negligence on the part of an affected Committee member). Except as specified herein, to date, there are no other arrangements or understandings between Dyna Technology and the persons identified above. (iv) Information Regarding Nominees. Information regarding the persons identified above which would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had such nominees been nominated by the board of directors is as follows: RALPH I. CALL, age 56, has been the President and Chief Executive Officer of Dyna Technology, Inc., a Utah-based holding company, since 1996, the Chairman and Chief Executive Officer of Winco, Inc., a Minnesota-based industrial manufacturer and wholly-owned subsidiary of Dyna Technology, Inc., since 1992, the Chairman and Chief Executive Officer of Winpower, Inc., a South Dakota-based industrial manufacturer and wholly-owned subsidiary of Dyna Technology, Inc., since 1996. From 1989 to 1998, he was also the President of Winco, Inc. The business address of Mr. Call's principal occupation/employment is 225 South Cordova Ave., LeCenter, MN 56057. Together with his wife, Nola D. Call, Mr. Call controls the dispositive and voting power of 404,800 shares of Winland stock owned by Dyna Technology, Inc. JAMES J. KAMP, age 41, has been the Chief Financial Officer of the Peripheral Technology Group, a Minnesota-based distributor of computer hardware and software, since 1993, and the Controller of Innovative Marketing Solutions, a Minnesota-based fulfillment organization, since 1995. The business address of his principal occupation/employment is 7580 Quattro Drive, Chanhassen, MN 55317. Solely by reason of his membership on the Shareholders' Protective Committee, Mr. Kamp shares in the dispositive and voting power of 404,800 shares of Winland stock owned by Dyna Technology, Inc. Mr. Kamp does not directly own any shares of Winland stock. THOMPSON H. DAVIS, age 55, has been a pilot for Delta Airlines since 1977. He has also been a real estate agent/broker since 1978 and an owner of Colorado Business Associates, Inc., a Colorado-based commercial real estate and property management company, since 1981. The business address of Mr. Davis' principal occupation/employment is 8089 Deer Creek Road, Salt Lake City, UT 84121. Solely by reason of his membership on the Shareholders' Protective Committee, Mr. Davis shares in the dispositive and voting power of 404,800 shares of Winland stock owned by Dyna Technology, Inc. Mr. Davis does not directly own any shares of Winland stock. ROBERT L. RING, age 58, has been an independent business process and strategic planning consultant since 1994. Mr. Ring presently serves as a director for a number of privately held companies, including Bass Pro, Inc. and Fiberglass Engineering, Incorporated, d/b/a Cobalt Boats. Mr. Ring was employed by the Coleman Company for 32 years and served as President and Chief Operating Officer of Coleman at the time of his resignation in 1994. The business address of his principal occupation/employment is P.O. Box 4067, Wichita, KS 67204. Solely by reason of his membership on the Shareholders' Protective Committee, Mr. Ring shares in the dispositive and voting power of 404,800 shares of Winland stock owned by Dyna Page 27 of 32 3 Technology, Inc. Mr. Ring does not directly own any shares of Winland stock. GERALD E. BROWN, age 53, has been the President of American HealthNet, a Nebraska-based medical systems developer, since 1999. From 1994 to 1997, he served as Executive Vice President of the Coleman Company, a Kansas-based manufacturer of recreational and other consumer goods. From 1986 to 1997, Mr. Brown served in various capacities with Coleman Powermate, a Nebraska-based affiliate of the Coleman Company and manufacturer of portable generators, most recently as President and Chief Executive Officer. The business address of his principal occupation/employment is 2619 North 160th St., Omaha, NE 68116. Solely by reason of his membership on the Shareholders' Protective Committee, Mr. Brown shares in the dispositive and voting power of 404,800 shares of Winland stock owned by Dyna Technology, Inc. Mr. Brown does not directly own any shares of Winland stock. Nominee ownership of Company Common Stock is as follows:

Nominee Number of Shares Percent of Class ------- ---------------- ---------------- Ralph I. Call 404,800(1) 13.7% Steven A. Fraley -- -- James J. Kamp -- -- Thompson H. Davis -- -- Robert L. Ring -- -- Gerald E. Brown -- -- All Nominees as a Group(2) 404,800 13.7%

----------------- 1. Represents shares owned of record by Dyna Technology, Inc., which is owned and controlled by Mr. Call and his spouse. 2. For purposes hereof, each of the Nominees is deemed an associate of each of the other Nominees and of Dyna Technology. During the two year period ended September 21, 2001, the Nominees purchased and/or sold shares of the Company's Common Stock as follows (All purchases were made with the particular nominee's personal funds):

Amount of WEX Purchase or Price per Nominee Date of Transaction Shares Sold Share ------- ------------------- ------------- ----------- --------- Dyna Technology Oct. 14, 1999 2,500 Purchase $2.00 Dyna Technology Oct. 21, 1999 17,500 Purchase $2.00 Dyna Technology Oct. 21, 1999 5,500 Purchase $2.25 Dyna Technology Oct. 21, 1999 1,000 Purchase $2.24 Dyna Technology Nov. 09, 1999 4,200 Purchase $2.25 Dyna Technology Nov. 10, 1999 5,200 Purchase $2.25 Dyna Technology Nov. 10, 1999 4,100 Purchase $2.25 Dyna Technology Nov. 11, 1999 4,600 Purchase $2.25 Dyna Technology Nov. 12, 1999 2,000 Purchase $2.25 Dyna Technology Nov. 16, 1999 900 Purchase $2.25 Dyna Technology Nov. 18, 1999 2,100 Purchase $2.25 Dyna Technology Nov. 19, 1999 200 Purchase $2.25 Dyna Technology Nov. 22, 1999 9,600 Purchase $2.25 Dyna Technology Nov. 23, 1999 1,900 Purchase $2.25 Dyna Technology Nov. 24, 1999 1,100 Purchase $2.25 Dyna Technology Nov. 29, 1999 1,100 Purchase $2.25 Dyna Technology Nov. 30, 1999 4,400 Purchase $2.25 Dyna Technology Dec. 02, 1999 500 Purchase $2.25 Dyna Technology Dec. 08, 1999 6,700 Purchase $2.25 Dyna Technology Dec. 10, 1999 17,900 Purchase $2.25 Dyna Technology Dec. 10, 1999 500 Purchase $2.19 Dyna Technology Dec. 13, 1999 8,100 Purchase $2.25 Dyna Technology Dec. 14, 1999 3,200 Purchase $2.25 Dyna Technology Dec. 14, 1999 4,000 Purchase $2.31 Dyna Technology Dec. 15, 1999 11,200 Purchase $2.375 Dyna Technology Dec. 17, 1999 9,100 Purchase $2.375 Dyna Technology Dec. 17, 1999 200 Purchase $2.31 Dyna Technology Dec. 20, 1999 1,800 Purchase $2.375 Dyna Technology Dec. 20, 1999 500 Purchase $2.31 Dyna Technology Dec. 21, 1999 1,400 Purchase $2.375 Dyna Technology Dec. 23, 1999 7,000 Purchase $2.375

Page 28 of 32 4 Dyna Technology Dec. 23, 1999 7,500 Purchase $2.25 Dyna Technology Dec. 27, 1999 500 Purchase $2.25 Dyna Technology Dec. 30, 1999 100 Purchase $2.19 Dyna Technology Dec. 30, 1999 100 Purchase $2.22 Dyna Technology Dec. 30 1999 5,000 Purchase $2.25 Dyna Technology Dec. 31, 1999 200 Purchase $2.25 Dyna Technology Jan. 3, 2000 2,600 Purchase $2.25 Dyna Technology May 3, 2000 5,800 Purchase $2.00 Dyna Technology May 5, 2000 18,200 Purchase $2.00 Dyna Technology May 24, 2000 20,000 Purchase $2.00 Dyna Technology May 24, 2000 1,000 Purchase $1.875 Dyna Technology May 26, 2000 19,000 Purchase $1.875 Dyna Technology May 31, 2000 1,000 Purchase $1.875 Dyna Technology June 1, 2000 2,000 Purchase $1.875 Dyna Technology July 27, 2000 25,400 Purchase $1.875 Dyna Technology Aug. 1, 2000 6,100 Purchase $1.875 Dyna Technology Aug. 2, 2000 5,000 Purchase $1.875 Dyna Technology Aug. 3, 2000 500 Purchase $1.875 Dyna Technology Aug. 4, 2000 1,000 Purchase $1.875 Dyna Technology Sept. 6, 2000 39,000 Purchase $1.94 Dyna Technology Sept. 7, 2000 2,500 Purchase $1.94 Dyna Technology Sept. 8, 2000 4,600 Purchase $1.94 Dyna Technology Sept. 12, 2000 200 Purchase $1.94 Dyna Technology Sept. 14, 2000 2,600 Purchase $1.94 Dyna Technology Sept. 15, 2000 3,900 Purchase $1.94 Dyna Technology Sept. 21, 2000 2,000 Purchase $1.94 Dyna Technology Sept. 22, 2000 4,200 Purchase $1.94 Dyna Technology Sept. 25, 2000 8,000 Purchase $1.94 Dyna Technology Sept. 26, 2000 500 Purchase $1.94 Dyna Technology Sept. 28, 2000 3,500 Purchase $1.94 Dyna Technology Sept. 29, 2000 8,000 Purchase $1.94 Dyna Technology Oct. 12, 2000 10,000 Purchase $1.50 Dyna Technology Oct. 13, 2000 1,500 Purchase $1.50 Dyna Technology Nov. 2, 2000 500 Purchase $1.56 Dyna Technology Nov. 3, 2000 8,000 Purchase $1.625 Dyna Technology Nov. 7, 2000 1,700 Purchase $1.625 Dyna Technology Nov. 9, 2000 1,000 Purchase $1.625 Dyna Technology Nov. 14, 2000 1,000 Purchase $1.625 Dyna Technology Nov. 16, 2000 3,000 Purchase $1.625 Dyna Technology Nov. 20, 2000 400 Purchase $1.625 Dyna Technology Dec. 5, 2000 23,000 Purchase $1.25 Dyna Technology Dec. 6, 2000 600 Purchase $1.25 Dyna Technology Dec. 21, 2000 14,700 Purchase $1.25 Dyna Technology Dec. 22, 2000 300 Purchase $1.25 Dyna Technology Dec. 26, 2000 6,000 Purchase $1.25 Dyna Technology Dec. 28, 2000 4,300 Purchase $1.25 Dyna Technology Dec. 29, 2000 4,700 Purchase $1.25 Dyna Technology Jan. 5, 2001 4,700 Purchase $1.25 Dyna Technology Jan. 9, 2001 100 Purchase $1.25 Except as set forth herein, none of the nominees or their respective associates (i) directly or indirectly beneficially owns any securities of the Company; (ii) has had any relationship with the Company in any capacity other than as a shareholder; (iii) knows of any transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000 and in which any of them or their respective affiliates had, or will have, a direct or indirect material interest; (iv) is, or within the past year was, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company; or (v) has any arrangement or understanding with any person with respect to any future employment by the Company or its known affiliates or any future transactions to which the Company or any of its known affiliates will or may be a party. Other than the compensation regularly paid by the Company to its directors, the nominees will not receive any compensation for their services as directors of the Company. (v) Consent to Serve as Director. The consent of each nominee to serve as director of the Company is attached as Exhibit A. Page 29 of 32 5 III. DEMAND FOR SHAREHOLDER LIST Pursuant to Minnesota Statutes Section 302A.461, the undersigned hereby demands the right to inspect, itself or through its attorneys and agents, the Company's current stock register and a current list of its shareholders and to make copies or extracts therefrom. The undersigned is entitled to and demands as part of the foregoing demand for inspection: (i) a complete record or list of stockholders of the Company certified by its transfer agent showing the name and address of each stockholder and the number of shares of stock registered in the name of each stockholder as of the most recent date available; (ii) all transfer sheets showing the changes in the list of stockholders of the Company subsequent to the date of the most recent stockholder list referred to above which are in the possession or control of the Company or its transfer agent from the date of the list to the conclusion of the solicitation referred to below; (iii) all information in the Company's possession or control, or which can be reasonably obtained from nominees of any central certificate depository system, any bank, broker, or any other nominees concerning the number and identity of the actual beneficial owners of the Company's stock, including a breakdown of any holders in the name of any securities depository or nominees, and concerning the number and identity of employees of the Company entitled to direct the voting of any of the Company's common stock pursuant to any employee stock plan; (iv) all information in or which comes into the Company's possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, or voting trustees relating to the name of the non-objecting beneficial owners of the Company's stock ("NOBO's") in the format of a printout in descending order balance (such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 of the Securities Exchange Act of 1934). (v) a stop list(s) relating to any shares of the Company's Common Stock as of the date of the list referred to in the first paragraph of this demand. (vi) the information and records specified in paragraphs (i), (iii), (iv) and (v) above as of any record date for stockholder action set by the Board of Directors, by operation of law or otherwise. The undersigned will bear the reasonable costs of the Company in connection with the production of the requested information. The purpose of this demand is to permit the undersigned to communicate with other stockholders of the Company on matters relating to their interests as stockholders, including communicating with such stockholders regarding a solicitation of proxies to propose an alternate slate of nominees for election as directors of the Company, and furnishing to such stockholders copies of the undersigned's proxy materials. This demand should receive your immediate attention so that all of your stockholders will have the benefit of information concerning the solicitation to be made by the undersigned as promptly as possible. Please advise Michael C. Karp (507/345-1166) where and when the requested information will be available to the designated agents of the undersigned. The undersigned hereby designates and authorizes Mr. Karp and his partners and employees and any other persons to be designated by them, acting together, individually or in combination, to conduct the inspection and copying herein demanded. Page 30 of 32 6 Please acknowledge receipt of this notice and demand by signing the enclosed copy hereof in the place indicated below. Very Truly Yours, Dyna Technology, Inc. By: /s/ Ralph I. Call -------------------------------------- Ralph I. Call, President State of Utah ss County of Cache Ralph I. Call, having been first duly sworn according to law, deposes and states that he is the President of Dyna Technology, Inc. ("Dyna Technology"), that he is duly authorized on behalf of Dyna Technology to make the foregoing demands, designations, authorizations and representations contained in the foregoing notice of shareholder nominees and business proposals and demand for shareholder list, and that the facts and statements contained herein are true and correct. Dated this 19 day of September, 2001. /s/ Ralph I. Call --------------------------------------- Ralph I. Call SUBSCRIBED AND SWORN TO BEFORE ME, this 19 day of September, 2001. /s/ Brenda Nelson --------------------------------------- Notary Public RECEIPT ACKNOWLEDGED: Receipt of a signed and notarized copy of this letter on the ___ day of September, 2001 is hereby acknowledged by: Name: ---------------------------------- Title: ---------------------------------- Winland Electronics, Inc. Page 31 of 32 7 EXHIBIT A CONSENT OF NOMINEES Each of the undersigned hereby consents to serve as a director of Winland Electronics, Inc., if so elected. This consent may be executed in one or more counterparts, each of which shall constitute an original but all of which shall constitute one and the same document. For purposes of this Consent, a fax signature shall be deemed an original signature. Dated this 19 day of September, 2001. /s/ Ralph I. Call --------------------------------------- Ralph I. Call Dated this 19 day of September, 2001. /s/ James J. Kamp --------------------------------------- James J. Kamp Dated this 19 day of September, 2001. /s/ Thompson H. Davis --------------------------------------- Thompson H. Davis Dated this 19 day of September, 2001. /s/ Robert L. Ring --------------------------------------- Robert L. Ring Dated this 19 day of September, 2001. /s/ Gerry Brown --------------------------------------- Gerald E. Brown Page 32 of 32