-----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, CNB2Bt9USU2Lguu/FoFpmhmqK3Qhg4Na3VIpkKpAILUHK7gN+vITh7xDDje/gQZn Dh4h6kvK+OvJcgKDdZZLBg== 0000912057-96-020901.txt : 19960924 0000912057-96-020901.hdr.sgml : 19960924 ACCESSION NUMBER: 0000912057-96-020901 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960923 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUANTECH LTD /MN/ CENTRAL INDEX KEY: 0000880354 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 411709417 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43934 FILM NUMBER: 96633123 BUSINESS ADDRESS: STREET 1: 1419 ENERGY PARK DRIVE CITY: ST PAUL STATE: MN ZIP: 55108 MAIL ADDRESS: STREET 1: 1419 ENERGY PARK DRIVE CITY: ST PAUL STATE: MN ZIP: 55108 FORMER COMPANY: FORMER CONFORMED NAME: SPECTRUM DIAGNOSTICS SPA DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OKABENA PARTNERSHIP K CENTRAL INDEX KEY: 0000904863 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5140 NORWEST CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4133 BUSINESS PHONE: 6123397151 MAIL ADDRESS: STREET 1: 5140 NORWEST CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D/A 1 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Amendment No. 2 Under the Securities Exchange Act of 1934 Quantech, Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 74762K108 - -------------------------------------------------------------------------------- (CUSIP Number) Gary S. Kohler, Vice President Okabena Investment Services, Inc. 5140 Norwest Center 90 South Seventh Street, Minneapolis, MN 55402-4139 (612) 339-7151 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) September 19, 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 this statement [ ]. (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 less than five percent 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 should 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 5 Pages CUSIP No. 74762K108 ________________________________________________________________________________ (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Okabena Partnership K, a Minnesota general partnership 41-1642281 ________________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] ________________________________________________________________________________ (3) SEC Use Only ________________________________________________________________________________ (4) Source of Funds WC ________________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] N/A ________________________________________________________________________________ (6) Citizenship or Place of Organization Minnesota ________________________________________________________________________________ Number of (7) Sole Voting Power 2,295,328 shares Shares _________________________________________________________________ Beneficially (8) Shared Voting Power -0- shares Owned by _________________________________________________________________ Each Reporting (9) Sole Dispositive Power 2,295,328 shares Person _________________________________________________________________ With (10) Shared Dispositive Power -0- shares ________________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,295,328 shares ________________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] N/A ________________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 4.9% ________________________________________________________________________________ (14) Type of Reporting Person (See Instructions) PN Page 2 of 5 pages This second amendment (first electronic amendment) to Schedule 13D amends the original Schedule 13D filed March 11, 1994 and Amendment No. 1 filed January 10, 1996. ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement relates is the common stock (the "Common Stock") of Quantech, Ltd. (the "Issuer"). The principal executive offices of the Issuer are located at 1419 Energy Park Drive, St. Paul, MN 55108 ITEM 2. IDENTITY AND BACKGROUND (a) - (c). This statement is being filed by Okabena Partnership K, a Minnesota general partnership. Its principal business is investment. Okabena Investment Services, Inc., a Minnesota corporation, is the corporate managing partner of the Reporting Person and its principal business is to provide investment and administrative services. Their principal offices are located at 5140 Norwest Center, 90 South Seventh Street, Minneapolis, Minnesota 55402-4139. (d) and (e). During the last five years, no Reporting Person and no person listed on Exhibit A filed with the original Schedule 13D has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or 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) U.S. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Working capital ITEM 4. PURPOSE OF TRANSACTION The Reporting Person's purpose for acquiring the Common Stock was for investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) See Schedule 13D cover page, rows (7) through (11) inclusive and (13). Based on the Issuer's most recent Form 10-KSB for the fiscal year ended June 30, 1996 filed with the Securities and Exchange Commission, it had 46,900,729 shares outstanding on August 8, 1996. Since the date of Amendment No. 1 to Schedule 13D, the Issuer's shares outstanding have increased from 40,666,588 to 46,900,759. The combined effect of the issuance of the additional 6,234,171 shares of Common Stock with the Reporting Person's aggregate sales of 470,000 shares of Common Stock reported herein is a reduction in the Person's beneficial ownership, on a percentage basis, from 6.8% on January 10, 1996 to 4.9% as of September 19, 1996. Page 3 of 5 pages (c) The Reporting Person disposed of the shares set forth in the accompanying table in open market transactions : Date of Shares Average Sale Sold Sale Price ------ ------ ---------- 8/22/96 100,000 .975 8/27/96 35,000 .930 8/30/96 35,000 .875 9/3/96 30,000 .835 9/5/96 25,000 .860 9/9/96 30,000 .830 9/10/96 50,000 .810 9/12/96 30,000 .760 9/16/96 35,000 .760 9/19/96 100,000 .593 ------- 470,000 (d) Except as set forth herein, there have been no other transactions in the Common Stock of the Issuer effected during the last sixty days by the persons listed in Item 2. The Reporting Person ceased being the beneficial owner of more than five percent of the Issuer's Common Stock on September 19, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. Page 4 of 5 pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 20, 1996 OKABENA PARTNERSHIP K By: Okabena Investment Services, Inc. Its Managing Partner By: /s/ Gary S. Kohler -------------------------------- Gary S. Kohler, Vice President Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----