UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Reality Interactive
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
756048-10-4
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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 l; 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 be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2/92) Page 1 of 6 pages
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CUSIP No. 756048-10-4 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Perkins Capital Management, Inc.
IRS ID No.: 41-1501962
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
730 East Lake Street, Wayzata, MN 55391-1769
5 SOLE VOTING POWER
NUMBER OF 290,750
SHARES 6 SHARED VOTING POWER
0
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
2,105,750
EACH
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
0
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,750
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
33.3%
12 TYPE OF REPORTING PERSON*
IA
SEC 1745 (2/92) Page 2 of 6 pages
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CUSIP No. 756048-10-4 13G Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Perkins Opportunity Fund
IRS ID No.: 13-3682185
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Massachusetts Business Trust
5 SOLE VOTING POWER
NUMBER OF 0 (Refer to page 2 of 6, Item 5)
SHARES 6 SHARED VOTING POWER
0
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
0 (Refer to page 2 of 6, Item 7)
EACH
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
0
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.8%
12 TYPE OF REPORTING PERSON*
IC
SEC 1745 (2/92) Page 3 of 6 pages
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CUSIP No. 756048-10-4 13G Page 4 of 6 Pages
Item 1.
(a) Name of Issuer
Reality Interactive
(b) Address of Issuer's Principal Executive Offices
11200 West 78th Street, Suite 300, Eden Prairie, MN 55344
Item 2.
(a) Name of Person Filing
Perkins Capital Management, Inc., a Minnesota Corporation
The Perkins Opportunity Fund, a Massachusetts Business Trust
(b) Address of Principal Business Office or, if none, Residence
730 East Lake Street
Wayzata, MN 55391-1769
(c) Citizenship
Minnesota Corporation
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
756048-10-4
Item 3. If this statement is filed pursuant to Rule 13d-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) /X_/ Investment Company registered under section 8 of the
Investment Company Act
The Perkins Opportunity Fund is a series of Professionally
Managed Portfolios, a registered open end investment company.
(e) /X_/ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
Perkins Capital Management, Inc. is a Registered Investment
Adviser and serves as Investment Adviser to The Perkins
Opportunity Fund, including voting and dispositive power with
respect to The Perkins Opportunity Fund's portfolio holdings.
SEC 1745 (2/92) Page 4 of 6 pages
<PAGE>
CUSIP No. 756048-10-4 13G Page 5 of 6 Pages
(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-l(b)(l)(ii)(F)
(g) /__/ Parent Holding Company, in accordance with
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) /__/ Group, in accordance with 240.13d-l(b)(l)(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-l(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
The amount beneficially owned is 2,105,750 shares of common
stock. This includes 808,350 shares of common owned by the
clients of Perkins Capital Management, Inc., and 747,400
warrants, exercisable within 60 days, held for the clients of
Perkins Capital Management, Inc., 275,000 shares of common stock
owned by The Perkins Opportunity Fund, and 275,000 warrants
exercisable within 60 days, held by The Perkins Opportunity
Fund. Perkins Capital Management, Inc. disclaims beneficial
interest in The Perkins Opportunity Fund shares.
(b) Percent of Class
45.1%. This includes a percentage of class of 33.3% by
clients of Perkins Capital Management, Inc. and 11.8% by
The Perkins Opportunity Fund.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Perkins Capital Management, Inc. has the sole power to
vote 290,750 common shares, including the 275,000
common shares owned by The Perkins Opportunity Fund.
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
Perkins Capital Management, Inc. has the sole power to
dispose of 2,105,750 common shares (includes 1,022,400
warrants exercisable within 60 days).
(iv) shared power to dispose or to direct the disposition of
0
SEC 1745 (2/92) Page 5 of 6 pages
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CUSIP No. 756048-10-4 13G Page 6 of 6 Pages
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
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.
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.
December 9, 1996
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By /s/ Bradley A. Erickson
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Signature
Bradley A. Erickson, Vice President & COO
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Name/Title
SEC 1745 (2/92) Page 6 of 6 pages
<PAGE>
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "ACT") by and among the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G
as appropriate and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that to the best of their knowledge and
belief they each satisfy the requirements for making a joint filing under Rule
13d-1.
December 9, 1996
/s/ Bradley A. Erickson /s/ Steven J. Paggioli
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Perkins Capital Management, Inc. Perkins Opportunity Fund Series
Bradley A. Erickson Professionally Managed Portfolio
Steven J. Paggioli
