8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 30, 2002


                                 Sheldahl, Inc.
             (Exact name of Registrant as Specified in its Charter)


                                    Minnesota
                 (State or Other Jurisdiction of Incorporation)

         0-45                                       41-0758073
(Commission File Number)                           (IRS Employer
                                                Identification No.)


                               1150 Sheldahl Road
                           Northfield, Minnesota 55057
              (Address of Principal Executive Offices and Zip Code)


                                 (507) 663-8000
              (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)




Item 2.   Disposition of Assets.

     On August 30, 2002, Sheldahl completed the sale of substantially all of its
assets to Northfield Acquisition Co., a newly formed corporation owned and
controlled by affiliates of Sheldahl's three largest shareholders, Molex
Incorporated, Morgenthaler Partners and Ampersand Ventures. The sale was
approved by the Bankruptcy Court on August 21, 2002 in connection with
Sheldahl's Chapter 11 reorganization filed on April 30, 2002.

     Northfield Acquisition paid a purchase price of approximately $18 million
which was used primarily to satisfy obligations to Wells Fargo Bank, N.A.,
release other secured claims applicable to the transferred assets, cure defaults
on assigned contracts and leases and establish a $927,000 fund for unsecured
creditors. The sale did not result in any residual value for preferred or common
shareholders of Sheldahl.

     On August 30, 2002, Sheldahl issued a press release in connection with the
foregoing, which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.

Item 7.   Financial Statements and Exhibits.

     (a)  Financial statements of businesses acquired.

          None

     (b)  Pro forma financial information:

          None

     (c)  Exhibits: See Exhibit Index on page following Signatures.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      SHELDAHL, INC.


                                      By /s/ Benoit Pouliquen
                                         -------------------------------------
Date: September 6, 2002                  Benoit Pouliquen
                                         President and Chief Executive Officer



                                  EXHIBIT INDEX

                                 Sheldahl, Inc.
                             Form 8-K Current Report

Exhibit
Number      Description
- ------      -----------

99.1        Press Release regarding Sale of Assets

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE. RELEASE
- ----------------------

SHELDAHL COMPLETES BANKRUPTCY SALE TO INVESTOR GROUP

NORTHFIELD, Minnesota - August 30, 2002 - Sheldahl, Inc. today announced that it
has completed the sale of substantially all of its continuing business assets to
Northfield Acquisition Co., a new company owned by Sheldahl's three largest
shareholders, Ampersand Ventures, Molex Incorporated and Morgenthaler Partners.
The sale was approved by the Bankruptcy Court on August 21, 2002 following the
company's Chapter 11 reorganization filed on April 30, 2002

         Northfield Acquisition Co. said it will retain the Sheldahl brand name
and will continue to operate the Company's Northfield facility. Sheldahl's
remaining operations in Longmont, Colorado will be relocated to Northfield and
the Longmont plant will be closed. "This transaction is the result of a long
course of negotiations with creditors and the buyers and is, in the company's
opinion, a very good result for creditors as well as for employees and
customers." said Benoit Pouliquen, President and Chief Executive Officer of
Sheldahl.

         The sale includes a majority of the Sheldahl's operating assets and
contracts necessary to maintaining its operations. The company said the sale
would not result in any residual value for preferred and common shareholders.

###

Contact:
Troy McCombs
Coltrin & Associates
212-221-1616