-----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, C/O0lpDsg6wONwaRJUL4KANjmtL6//UMQril8Aa7t83F17QryajfrFSYRXc9TzPK Ir4yaXlwdM/6/8SiOxOShg== /in/edgar/work/20000914/0000897101-00-000912/0000897101-00-000912.txt : 20000922 0000897101-00-000912.hdr.sgml : 20000922 ACCESSION NUMBER: 0000897101-00-000912 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000914 GROUP MEMBERS: DANIEL T. LINDSAY GROUP MEMBERS: DENNIS M. MATHISEN GROUP MEMBERS: IRWIN L. JACOBS GROUP MEMBERS: JACOBS IRWIN L GROUP MEMBERS: MARSHALL FINANCIAL GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHELDAHL INC CENTRAL INDEX KEY: 0000089615 STANDARD INDUSTRIAL CLASSIFICATION: [3672 ] IRS NUMBER: 410758073 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32932 FILM NUMBER: 722560 BUSINESS ADDRESS: STREET 1: 1150 SHELDAHL RD CITY: NORTHFIELD STATE: MN ZIP: 55057 BUSINESS PHONE: 5076638000 MAIL ADDRESS: STREET 1: 1150 SHELDAHL ROAD CITY: NORTHFIELD STATE: MN ZIP: 55057-0170 FORMER COMPANY: FORMER CONFORMED NAME: SCHJELDAHL G T CO DATE OF NAME CHANGE: 19741017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS IRWIN L CENTRAL INDEX KEY: 0000898678 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH FIFTH ST STE 2500 STREET 2: JACOBS MANAGEMENT CORP CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123399500 MAIL ADDRESS: STREET 1: JACOBS MANAGEMENT CORP STREET 2: 100 SOUTH FIFTH ST STE 2500 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* SHELDAHL, INC. (Name of Issuer) Common Stock, $.25 Par Value (Title of Class of Securities) 822440 10 3 (CUSIP Number) David A. Mahler Vice President Jacobs Management Corporation 100 South Fifth Street, Suite 2500 Minneapolis, Minnesota 55402 (612) 337-1864 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 11, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-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). CUSIP No. 822440 10 3 SCHEDULE 13D Page 2 1 NAMES OF REPORTING PERSONS IRWIN L. JACOBS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) BK, PF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 713,100 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 713,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.06% 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 822440 10 3 SCHEDULE 13D Page 3 1 NAMES OF REPORTING PERSONS DANIEL T. LINDSAY IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) PF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 223,453 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 223,453 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,453 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.90% CUSIP No. 822440 10 3 SCHEDULE 13D Page 4 14 TYPE OF REPORTING PERSON (See Instructions) IN 1 NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS DENNIS M. MATHISEN (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) PF, BK 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 546,641 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 546,641 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,641 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] CUSIP No. 822440 10 3 SCHEDULE 13D Page 5 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.50% 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 822440 10 3 SCHEDULE 13D Page 6 1 NAMES OF REPORTING PERSONS MARSHALL FINANCIAL GROUP, INC. IRS IDENTIFICATION NOS. OF ABOVE PERSONS 41-1624808 (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA NUMBER OF 7 SOLE VOTING POWER 65,000 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 65,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.55% 14 TYPE OF REPORTING PERSON (See Instructions) CO
CUSIP No. 822440 10 3 SCHEDULE 13D Page 7 This Amendment No. 5 (the "Amendment") amends the Statement on Schedule 13D ("Schedule 13D") filed on September 21, 1998, as amended on October 20, 1998, December 7, 1999, February 25, 2000 and April 11, 2000, by Irwin L. Jacobs, Daniel T. Lindsay, Dennis M. Mathisen and Marshall Financial Group, Inc. (collectively, the "Reporting Persons") with respect to their beneficial ownership of common stock, par value $.25 per share ("Common Stock") of Sheldahl, Inc. (the "Company"). Capitalized terms used herein and not defined have the meanings ascribed thereto in Schedule 13D. This Amendment supplements and, to the extent inconsistent therewith, amends the information set forth in Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. On April 11, 2000 the Reporting Persons determined that they no longer intended to pursue a transaction to acquire the remaining equity interests of the Company not then owned by the Reporting Persons. In light of the foregoing, as of September 11, 2000, Irwin L. Jacobs and Daniel T. Lindsay have determined that it is no longer necessary for such individuals to act as members of the "group" consisting of the Reporting Persons with respect to their ownership of the Common Stock. Therefore, the Reporting Persons have determined that Messrs. Jacobs and Lindsay will no longer be included in the definition of "Reporting Persons," and will not constitute members of the "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, formed by the Agreement, dated as of December 7, 1999, by and among the Reporting Persons attached as Exhibit 1 to Amendment No. 2 to the Schedule 13D and as confirmed by Agreement dated as of February 25, 2000, by and among the Reporting Persons attached as Exhibit 1 to Amendment No. 3 to the Schedule 13D. The Agreement among the Reporting Persons providing for the withdrawal of Messrs. Jacobs and Lindsay from the "group" is attached as Exhibit 1 hereto. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As a result of the determination outlined in Item 4 above, Irwin L. Jacobs and Daniel T. Lindsay have ceased to constitute members of the "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, as of September 11, 2000. Since Irwin L. Jacobs and Daniel T. Lindsay are no longer part of the "group", Daniel T. Lindsay no longer beneficially owns more than five percent of the Common Stock. CUSIP No. 822440 10 3 SCHEDULE 13D Page 8 ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. *Agreement, dated as of September 21, 1998, by and among the signatories of this Amendment with respect to its filing. *Convertible Preferred Stock Purchase Agreement, dated as of July 30, 1998, by and among the Company, Dennis M. Mathisen and the other purchasers of Series D Stock set forth therein. *Warrant, dated as of July 30, 1998, issued by the Company to Dennis M. Mathisen. *Registration Rights Agreement, dated as of July 30, 1998, by and among the Company, Dennis M. Mathisen and the other purchasers of Series D Stock set forth therein. *Agreement dated as of October 20, 1998, by and amount the signatories of this Statement with respect to its filing. *Agreement as to joint filing pursuant to Regulation 13d-1(k)(1)(iii) dated December 7, 1999. *Letter of resignation of Dennis M. Mathisen to the Board of Directors of Sheldahl, Inc., dated November 19, 1999. *Convertible Preferred Stock Purchase Agreement, dated February 8, 1999, by and among Sheldahl, Inc., Dennis M. Mathisen and other purchasers of Series E Stock set forth therein. *Warrant, dated February 26, 1999, issued by Sheldahl, Inc. to Dennis M. Mathisen. *Agreement as to joint filing pursuant to Regulation 13d-1(k)(1)(iii) dated February 25, 2000. *Registration Rights Agreement, dated February 26, 1999, by and among Sheldahl, Inc., Dennis M. Mathisen, and the other purchasers of Series E Stock set forth therein. CUSIP No. 822440 10 3 SCHEDULE 13D Page 9 *Letter to Edward L. Lundstrom from Irwin L. Jacobs, dated February 24, 2000. *Exhibit A: Press release dated April 11, 2000. **Agreement, dated as of September 12, 2000, by and among the signatories of this Amendment with respect to its filing. *Previously filed **Filed herewith SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 12, 2000 /s/ Irwin L. Jacobs _________________________________ Irwin L. Jacobs /s/ Daniel T. Lindsay _________________________________ Daniel T. Lindsay /s/ Dennis M. Mathisen _________________________________ Dennis M. Mathisen Marshall Financial Group, Inc. /s/ John A. Fischer _________________________________ By: John A. Fischer Its: Executive Vice President EXHIBIT INDEX Exhibit No. Document 1. Agreement, dated as of September 12, 2000, by and among the signatories of this Amendment with respect to its filing. EX-1 2 0002.txt AGREEMENT Exhibit 1 AGREEMENT This will confirm the agreement by and among all the undersigned for the withdrawal of Irwin L. Jacobs and Daniel T. Lindsay from the "group" formed pursuant to an Agreement, dated as of December 7, 1999, by and among the undersigned hereto in connection with filing that certain Amendment No. 2 to Schedule 13D, dated as of December 7, 1999 on behalf of such parties with respect to such parties' beneficial ownership in the common stock, par value $.25 per share, of Sheldahl, Inc. The parties hereto agree that Dennis M. Mathisen and Marshall Financial Group, Inc. shall continue as members of the original "group" formed by that certain Amendment No. 2 to Schedule 13D, the Schedule 13D being dated as of September 21, 1998, as such Schedule 13D may be amended from time to time. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument. Dated: September 12, 2000 /s/ Irwin L. Jacobs _________________________________ Irwin L. Jacobs /s/ Daniel T. Lindsay _________________________________ Daniel T. Lindsay /s/ Dennis M. Mathisen _________________________________ Dennis M. Mathisen Marshall Financial Group, Inc. /s/ John A. Fischer _________________________________ By: John A. Fischer Its: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----