UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WPI Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
92930K107
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement [] . (A fee is not required only if the filing 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).
*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 the disclosures provided
in a prior cover page.
The information required in 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
not be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
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| | | |
|CUSIP No. 92930K107 | 13G | Page 2 of 5 Pages|
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1 | NAME OF REPORTING PERSON |
| S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| Michael Foster, SS# ###-##-#### |
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| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) [] |
| (b) [] |
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3 | SEC USE ONLY |
| |
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4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| USA |
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| 5 | SOLE VOTING POWER |
NUMBER OF | | |
| | 925,937 |
SHARES ---------------------------------------------------------
| 6 | SHARED VOTING POWER |
| | |
BENEFICIALLY | | - 0 - |
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OWNED BY | 7 | SOLE DISPOSITIVE POWER |
| | |
EACH | | 925,937 |
---------------------------------------------------------
REPORTING | 8 | SHARED DISPOSITIVE POWER |
| | |
PERSON | | -0- |
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| |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
| PERSON |
| |
| 925,937 |
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| |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
| CERTAIN SHARES * |
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| |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
| 15.30% |
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| |
12 | TYPE OF REPORTING PERSON* |
| |
| IN |
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer:
WPI Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
1155 Elm Street, Manchester, NH 03101
Item 2.
(a) Name of Person Filing:
Michael Foster
(b) Address of Principal Business Office or, if none,
Residence:
35 Harbour Green, Ocean Reef Club, Key Largo, FL
33037
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, Par Value $.01 per share
(e) CUSIP Number:
92930K107
Item 3. If this statement is filed pursuant to Rule 13-
1(b), or 13d-2(b), check whether the person filing is a:
(a) [] Broker or Dealer registered under Section 15 of the
Act
(b) [] Bank as defined in section 3(a)(6) of the Act
(c) [] Insurance Company as defined in section 3(a) (19)
of the Act
(d) [] Investment Company registered under section 8 of
the Investment Company Act
(e) [] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
240.13d-1(b)(1)(ii)(F)
(g) [] Parent Holding Company, in accordance with 240.13d-
1(b)(ii)(G) (Note: See Item 7)
(h) [] Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day of
any month described in Rule 13d-1(b)(2), if applicable,
exceeds five percent, provide the following information as
of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned:
925,937
(b) Percent of Class:
15.30%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
925,937
(ii) shared power to vote or to direct the vote:
- 0 -
(iii) sole power to dispose or to direct the
disposition of:
925,937
(iv) shared power to dispose or to direct the
disposition of:
- 0 -
<PAGE>
Instruction: For computations regarding securities which
represent a right to acquire an underlying security see Rule 13d-
3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following ?.
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule, pursuant
to Rule 13d-a(b)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company has filed
this schedule pursuant to Rule 13d-1(c), attach an exhibit
stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-
1(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-1(c), attach an exhibit stating the identity of each member
of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
<PAGE>
SIGNATURE
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.
February 14, 2000
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Date
/s/ Michael Foster
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Signature
Michael Foster
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Name/Title
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