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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
Sheldahl, Inc.
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(Name of Issuer)
Common Stock, $.25 par value 822440103
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(Title of class of securities) (CUSIP number)
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive notices and
communications)
October 20, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
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, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that Section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
(Continued on following page(s))
(Page 1 of 4 Pages)
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This Amendment No. 1 ("Amendment No. 1") amends the Statement on Schedule
13D (the "Schedule 13D") filed on September 21, 1998, by and on behalf of 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 the Schedule 13D. Item 4 of the Schedule
13D is amended in its entirety herewith to read as follows.
Item 4. Purpose of Transaction.
Since September 21, 1998, the Reporting Persons have had meetings and
discussions with management of the Company. Based on such discussions, the
Reporting Persons have agreed to support the Company in the implementation of
its business plan and pursuit of the Company's business opportunities. In
addition, the Company believes that the addition of Dennis M. Mathisen to the
Company's Board of Directors would assist the Company in implementing its
business plan and achieving its goals. Mr. Mathisen has, in turn, agreed to
provide his services, and to join the Company's Board of Directors in order to
support the Company's management and attempt to improve the Company's
performance.
Therefore, the Company has appointed Mr. Mathisen as a member of the
Company's Board of Directors at the meeting of the Board of Directors held on
October 20, 1998.
As a result of the Company's decision to appoint Mr. Mathisen to the
Company's Board of Directors, 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 September 21, 1998, by and among the
Reporting Persons and attached as Exhibit 1 to the Schedule 13D. The Agreement
among the Reporting Persons providing for the withdrawal of Messrs. Jacobs and
Lindsay from such "group" is attached as Exhibit 1 hereto.
The Reporting Persons, individually or together, have no present plans or
intentions that would result in or relate to any of the transactions described
in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 7. Materials to Be Filed as Exhibits
1. Agreement, dated as of October 20, 1998, by and among the
signatories of this Statement with respect to its filing.
2
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 20, 1998
/s/ Irwin L. Jacobs
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Irwin L. Jacobs
/s/ Daniel T. Lindsay
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Daniel T. Lindsay
/s/ Dennis M. Mathisen
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Dennis M. Mathisen
MARSHALL FINANCIAL GROUP
/s/ John A. . Fischer
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By: John A. Fischer
Its: Executive Vice President
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EXHIBIT INDEX
Exhibit No. Document
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1. Agreement, dated as of October 20, 1998, by and among the
signatories of this Statement with respect to its filing.
4
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 September 21, 1998, by and among the
undersigned hereto in connection with filing that certain Schedule 13D, dated as
of September 21, 1998 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
Corporation shall continue as members of the original "group" formed by that
certain Schedule 13D, 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 shall constitute one and the same instrument.
Dated: October 20, 1998
/s/ Irwin L. Jacobs
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Irwin L. Jacobs
/s/ Daniel T. Lindsay
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Daniel T. Lindsay
/s/ Dennis M. Mathisen
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Dennis M. Mathisen
MARSHALL FINANCIAL GROUP
/s/ John A. Fischer
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By: John A. Fischer
Its: Executive Vice President
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