-----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, IINc46F2UNb+N3LmZJOfvaMpUCTGpuTeXBwjfhv9OPF1h3HGLHF9NzoEolWtGeEt R8Ndi+mMx+hSmxSokVntpw== 0000898432-97-000127.txt : 19970222 0000898432-97-000127.hdr.sgml : 19970222 ACCESSION NUMBER: 0000898432-97-000127 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASTROCOM CORP CENTRAL INDEX KEY: 0000215155 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 410946755 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09615 FILM NUMBER: 97535130 BUSINESS ADDRESS: STREET 1: 2700 SUMMER STREET N E CITY: MINNEAPOLIS STATE: MN ZIP: 55413-2820 BUSINESS PHONE: 6123787800 MAIL ADDRESS: STREET 2: 2700 SUMMER ST NE CITY: MINNEAPOLIS STATE: MN ZIP: 55413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERKINS CAPITAL MANAGEMENT INC ET AL CENTRAL INDEX KEY: 0000884300 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 708 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391 MAIL ADDRESS: STREET 1: 708 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391 SC 13D/A 1 OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997 Washington, D.C. 20549 Estimated average burden hours per response....14.90 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ASTROCOM CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 046390-10-0 (CUSIP Number) Bradley A. Erickson, 730 East Lake Street, Wayzata, MN 55391 612-473-8367 -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1996 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). Check the following box if a fee is being paid with the statement (X). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 13 pages SCHEDULE 13D CUSIP No. 046390-10-0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Perkins Capital Management, Inc. 41-1501962 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION 730 East Lake Street, Wayzata, MN 55391-1769 7 SOLE VOTING POWER 355,000 8 SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,550,500 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,550,500 Page 2 of 13 pages 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION Page 3 of 13 pages SCHEDULE 13D CUSIP No. 046390-10-0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard W. Perkins ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ( ) ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION 730 East Lake Street, Wayzata, MN 55391-1769 7 SOLE VOTING POWER 544,400 8 SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 544,400 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 544,400 Page 4 of 13 pages 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION Page 5 of 13 pages SCHEDULE 13D CUSIP No. 046390-10-0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard C. Perkins ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION 730 East Lake Street, Wayzata, MN 55391-1769 7 SOLE VOTING POWER 180,000 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 180,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) Page 6 of 13 pages 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION Page 7 of 13 pages SCHEDULE 13D CUSIP No. 046390-10-0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard W. Perkins ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF and OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION 730 East Lake Street, Wayzata, MN 55391-1769 7 SOLE VOTING POWER 899,400 8 SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,094,400 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,094,400 Page 8 of 13 pages 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.9% 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION Page 9 of 13 pages SCHEDULE 13D CUSIP No. 046390-10-0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard C. Perkins ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO and AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION 730 East Lake Street, Wayzata, MN 55391-1769 7 SOLE VOTING POWER 210,000 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 900,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) Page 10 of 13 pages 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION Page 11 of 13 pages Item 1. Security and Issuer ------------------- (a) Common Stock, $.10 par value (b) Astrocom Corporation 2700 Summer Street N.E. Minneapolis, MN 55413 Item 2. Identity and Background ----------------------- (a) The names of the persons filing are: Perkins Capital Management, Inc. Richard W. Perkins Richard C. Perkins (b) The filing persons' business address is 730 East Lake Street, Wayzata, MN 55391 (c) Perkins Capital Management, Inc. is an investment advisor. Richard W. Perkins is President of Perkins Capital Management, Inc., an investment advisor. Richard C. Perkins is a Vice President and Portfolio Manager of Perkins Capital Management, Inc., an investment advisor. (d) The named persons have never been convicted in a criminal proceeding. (e) No named person has been a party to any civil proceeding as a result of which he was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The named persons are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- The event requiring the filing of this statement is the acquisition of securities of the issuer with personal funds or investment funds. See item 4, pages 1, 3, 5, 9 of 13, Schedule 13D. Page 12 of 13 pages Item 4. Purpose of the Transaction -------------------------- Investment in securities of the issuer. Item 5. Interest in Securities of the Issuer ------------------------------------ Perkins Capital Management, Inc. ("PCM") (page 1 of 5, Schedule 13D), an investment advisor, has sole dispositive power over 1,550,500 shares of the common stock of the issuer and sole voting power over 355,000 of such shares. Richard W. Perkins, (page 2 of 5, Schedule 13D), as trustee for various trusts of which Mr. Richard W. Perkins is the sole trustee, owns, has sole dispositive power, and has sole voting power over 544,400 shares of common stock of the issuer. As President of PCM, Portfolio Manager, and controlling shareholder of PCM, Richard W. Perkins (page 4 of 5, Schedule 13D) has sole dispositive power over 1,554,400 common stock equivalents of the issuer (1,054,400 shares of common stock and 500,000 warrants exercisable within 60 days) and has sole voting power over 354,400 common stock equivalents (154,400 shares of common stock and 250,000 warrants exercisable within 60 days). Richard C. Perkins (page 3 of 5, Schedule 13D) individually owns, has sole dispositive power, and has sole voting power over 90,000 shares of common stock of the issuer and 90,000 warrants of the common stock of the issuer which are exercisable within 60 days. As a Vice President and Portfolio Manager of PCM, Richard C. Perkins (page 5 of 5, Schedule 13D) has sole dispositive power over 720,000 common stock equivalents of the issuer (360,000 common stock and 360,000 warrants exercisable within 60 days) and sole voting power over 30,000 common stock equivalents (15,000 common stock and 15,000 warrants exercisable within 60 days). 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 13 of 13 pages 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: February 12, 1997 By: /s/ Bradley A. Erickson ----------------------- Bradley A. Erickson This statement is being filed on behalf of each of the undersigned. /s/ Richard W. Perkins /s/ Bradley A. Erickson --------------------------- ------------------------------ Richard W. Perkins Perkins Capital Management, Inc. By Bradley A. Erickson, Vice President /s/ Richard C. Perkins --------------------------- Richard C. Perkins -----END PRIVACY-ENHANCED MESSAGE-----