<PAGE> 1
RULE 424(B)(3) AND(C)
FILE NO. 333-14175
INTRANET SOLUTIONS, INC.
PROSPECTUS SUPPLEMENT NUMBER 2 TO THE PROSPECTUS
DATED NOVEMBER 14, 1996, AS SUPPLEMENTED NOVEMBER 27, 1996
RECENT DEVELOPMENTS
On December 11, 1996, the Company announced that James Sippl had been
elected chief operating officer of the Company, effective January 1997. Sippl,
47, has been employed by Merrill Corporation since 1989, serving most recently
as vice president of business development, including responsibility for its
print on demand services. Prior to joining Merrill Corporation, Sippl was
president of Chicago Cutlery, Inc., where he was employed from 1986 to 1989.
From 1971 to 1986, Mr. Sippl was employed by Coopers and Lybrand, where he was
elected a partner in 1981.
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth certain information with regard to the
beneficial ownership of the shares of the Company's Common Stock as of the date
of this Prospectus by (i) each person known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock, (ii) each director and
executive officer of the Company, and (iii) all executive officers and
directors as a group and (iv) each selling shareholder. Unless otherwise
indicated, each of the following persons has sole voting and investment power
with respect to the shares of Common Stock set forth opposite their respective
names. Unless otherwise indicated, the address of 5% shareholders, directors
and executive officers is 9625 W. 76th Street Suite 150, Minneapolis, Minnesota
55344.
<TABLE>
<CAPTION>
SHARES SHARES TO SHARES
BENEFICIALLY OWNED BE SOLD BENEFICIALLY OWNED
PRIOR TO THE OFFERING IN THE AFTER THE OFFERING
NAME OF BENEFICIAL OWNER NUMBER PERCENTAGE OFFERING NUMBER PERCENTAGE
- ------------------------ ------ ---------- -------- ------ ----------
<S> <C> <C> <C> <C> <C>
Henry Fong
7315 E. Peakview Avenue
Englewood, CO (1) 789,679 10.5% 0 789,679 9.9%
Equitex, Inc. (1)
7315 E. Peakview Avenue
Englewood, CO 636,011 8.5% 0 636,011 8.0%
Robert F. Olson(2) 4,055,918 54.5% 0 4,055,918 51.5%
David Koentopf (3) 38,262 * 0 38,262 *
Ronald E. Eibensteiner (4) 188,571 2.5% 0 188,571 2.4%
Jeffrey J. Sjobeck(5) 16,143 * 0 16,143 *
John Coleman (6) 60,731 * 20,305 40,426 *
Dale Ragan (7) 54,396 * 20,305 34,091 *
John Stapleton (8) 20,947 * 10,152 10,795 *
Craig Avery (9) 29,589 * 7,997 21,592 *
William Max McGee (10) 41,897 * 20,305 21,592 *
Laurentian American
Equity Fund (11) 36,599 * 36,599 0 0
Laurentian Special
Equity Fund (12) 65,688 * 65,688 0 0
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
SHARES SHARES TO SHARES
BENEFICIALLY OWNED BE SOLD BENEFICIALLY OWNED
PRIOR TO THE OFFERING IN THE AFTER THE OFFERING
NAME OF BENEFICIAL OWNER NUMBER PERCENTAGE OFFERING NUMBER PERCENTAGE
- ------------------------ ------ ---------- -------- ------ ----------
<S> <C> <C> <C> <C> <C>
Robert Maietta (13) 18,750 * 18,750 0 0
Boston Financial Partners (14) 26,379 * 26,379 0 0
Bank of America Business
Credit Inc. (15) 59,394 * 59,394 0 0
MCPED (16) 44,384 * 44,384 0 0
D. Bradly Olah (17) 3,834 * 3,834 0 0
Kim Hensley (18) 6,250 * 6,250 0 0
J. T. Emerson (19) 8,750 * 8,750 0 0
C. Frederick LeBaron, Jr. (20) 96,099 1.3% 12,500 83,599 1.0%
T. B. Olson (21) 2,500 * 2,500 0 0
Timothy Duuos (22) 6,250 * 6,250 0 0
Vance Vinar (23) 1,000 * 1,000 0 0
Mark Cates (24) 1,000 * 1,000 0 0
Raymond Rossini (25) 13,125 * 2,000 11,125 0
Floyd Adelman (26) 6,350 * 3,000 3,350 0
F. Stephen Gill (27) 1,500 * 1,500 0 0
Keith J. Nelson (28) 500 * 500 0 0
Raymond Dykema (29) 26,250 * 26,250 0 0
Aaron Grunfeld (30) 19,400 * 19,400 0 0
Joel Ronning (31) 5,000 * 5,000 0 0
Joseph Buska (32) 500 * 500 0 0
Richard C. Lockwood (33) 110,750 1.5% 8,750 102,000 1.3%
Joseph G. Fredericks 2,500 * 2,500 0 0
James G. Fredericks 2,500 * 2,500 0 0
Bruce Reichert 3,000 * 3,000 0 0
Okabena Partnership K 50,000 * 50,000 0 0
All directors and executive
officers as a group
(6 persons) (34) 5,149,304 66.8% 20,305 5,128,998 63.0%
</TABLE>
* Less than 1%.
(1) Mr. Fong, who owns no shares in his own name, may be, through his
control of certain entities, as described below, deemed to be a
beneficial owner of shares held by such entities. The shares of such
entities are, therefore, duplicated in the table above, and include
62,500 shares of Common Stock subject to warrants exercisable within
60 days. Mr. Fong is President and a Director of Equitex, Inc., and
President and Chairman of Roadmaster Industries, Inc. and Chairman of
California Pro Inc. California Pro Sports, Inc. owns 55,965 Common
Shares, Equitex, Inc. owns 636,011 Common Shares, and Roadmaster
Industries, Inc., directly or indirectly through its subsidiary
Roadmaster Corporation, owns 35,152 Common Shares. Other portfolio
companies of Equitex, Inc. own a total of 13,486 Common Shares.
Equitex disclaims direct and indirect beneficial ownership of all such
shares.
(2) Includes 109,619 shares of common stock subject to currently
exercisable warrants.
(3) Includes 1,034 shares of common stock subject to currently exercisable
warrants.
(4) Includes 28,939 shares of common stock and 17,071 shares of common
stock subject to currently exercisable warrants owned by Wyncrest
Capital, Inc., an investment fund controlled by Mr. Eibensteiner.
(5) Includes 16,143 shares of common stock subject to currently
exercisable stock options.
(6) Includes 13,107 shares of common stock subject to currently
exercisable warrants and 18,834 shares of common stock subject to
currently exercisable stock options.
(7) Includes 13,107 shares of common stock subject to currently
exercisable warrants.
(8) Includes 6,553 shares of common stock subject to currently exercisable
warrants.
(9) Includes 799 shares of common stock subject to currently exercisable
warrants.
<PAGE> 3
(10) Includes 13,107 shares of common stock subject to currently
exercisable warrants.
(11) Includes 989 shares of common stock subject to currently exercisable
warrants.
(12) Includes 1,775 shares of common stock subject to currently exercisable
warrants.
(13) Includes 18,750 shares of common stock subject to currently
exercisable warrants.
(14) Includes 26,379 shares of common stock subject to currently
exercisable warrants.
(15) Includes 59,394 shares of common stock subject to currently
exercisable warrants.
(16) Includes 1,199 shares of common stock subject to currently exercisable
warrants.
(17) Includes 103 shares of common stock subject to currently exercisable
warrants.
(18) Includes 6,250 shares of common stock subject to currently exercisable
warrants.
(19) Includes 8,750 shares of common stock subject to currently exercisable
warrants.
(20) Includes 12,500 shares of common stock subject to currently
exercisable warrants and 82,141 shares of common stock that may be
deemed to be owned by Mr. LeBaron through his control of certain
entities, as to which he disclaims beneficial ownership.
(21) Includes 2,500 shares of common stock subject to currently exercisable
warrants.
(22) Includes 6,250 shares of common stock subject to currently exercisable
warrants.
(23) Includes 1,000 shares of common stock subject to currently exercisable
warrants.
(24) Includes 1,000 shares of common stock subject to currently exercisable
warrants.
(25) Includes 2,000 shares of common stock subject to currently exercisable
warrants.
(26) Includes 3,000 shares of common stock subject to currently exercisable
warrants.
(27) Includes 1,500 shares of common stock subject to currently exercisable
warrants.
(28) Includes 500 shares of common stock subject to currently exercisable
warrants.
(29) Includes 26,250 shares of common stock subject to currently
exercisable warrants.
(30) Includes 19,400 shares of common stock subject to currently
exercisable warrants.
(31) Includes 5,000 shares of common stock subject to currently exercisable
warrants.
(32) Includes 500 shares of common stock subject to currently exercisable
warrants.
(33) Includes 7,500 shares of common stock that may be deemed to be owned
by Mr. Lockwood through his control of certain entities, as to which
he disclaims beneficial ownership.
(34) Includes 216,438 shares of common stock subject to currently
exercisable warrants and 53,820 shares of common stock subject to
currently exercisable options. Also includes shares that may be deemed
to be owned by Mr. Henry Fong through his control of certain entities,
as to which he disclaims beneficial ownership. (See notes 1 and 2
above).
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 13, 1996
