UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SHELDAHL, INC.
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
822440 10 3
(CUSIP Number)
David A. Mahler
Vice President
Jacobs Management Corporation
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 337-1864
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 7, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
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 ("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).
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 2
<TABLE>
<S> <C> <S>
1 NAMES OF REPORTING PERSONS IRWIN L. JACOBS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) BK, PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER 713,100
WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 713,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.06%
14 TYPE OF REPORTING PERSON (See Instructions) IN
</TABLE>
<PAGE>
CUSIP No. 822440 10 3 SCHEDULE 13D Page 3
ITEM 1. SECURITY AND ISSUER
This statement relates to the Call Options on Sheldahl, Inc., a Minnesota
corporation (the "Company"). The Company's principal executive offices are
located at 1150 Sheldahl Road, Northfield, Minnesota 55057.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Irwin L. Jacobs
(b) Business Address: 100 South Fifth Street, Suite 2500, Minneapolis,
Minnesota 55402.
(c) Principal Occupation: President of Jacobs Management Corporation, a
management consulting firm that advises companies in diverse businesses, located
at 100 South Fifth Street, Suite 2500, Minneapolis, Minnesota 55402. Irwin L.
Jacobs is also Chairman of the Board of Directors of Genmar Holdings, Inc., a
manufacturer of recreational power boats located at 100 South Fifth Street,
Suite 2400, Minneapolis, Minnesota 55402.
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
From May 21, 1998 through September 9, 1998, Irwin L. Jacobs purchased
an aggregate of 376,600 shares of common stock of the Company, par value, $.25
per share ("Common Stock") for an aggregate consideration of $2,818,032
(including brokerage commissions). Irwin L. Jacobs acquired such shares by using
approximately equal amounts of borrowings from his margin account at Jeffries &
Company, Inc. and from his existing line of credit with Colorado Community First
Bank.
On April 25, 2000, Irwin L. Jacobs purchased 17,400 Call Options on the
Company at an initial premium of 12%, which resulted in him paying $8,352.00, on
a total cost basis of $69,600.00. Irwin L. Jacobs paid for the initial premium
on such Call Options by using borrowings from his existing line of credit at
U.S. Bank.
On April 26, 2000, Irwin L. Jacobs sold his 376,600 shares of Common
Stock and purchased 376,600 Call Options on the Company at an initial premium of
12%, which resulted in him paying $180,768.00, on a total cost basis of
$1,506,400.00. Irwin L. Jacobs paid for the initial premium on such Call Options
by using borrowings from his existing line of credit at U.S. Bank.
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 4
On September 6, 2000, Irwin L. Jacobs purchased 149,000 Call Options on
the Company at an initial premium of 12%, which resulted in him paying
$47,154.92, on a total cost basis of $392,957.70. Irwin L. Jacobs paid for the
initial premium on such Call Options by using personal funds.
On September 7, 2000, Irwin L. Jacobs purchased 114,800 Call Options on
the Company at an initial premium of 12%, which resulted in him paying
$44,068.05, on a total cost basis of $367,233.72. Irwin L. Jacobs paid for the
initial premium on such Call Options by using personal funds.
On September 8, 2000, Irwin L. Jacobs purchased 32,200 Call Options on
the Company at an initial premium of 12%, which resulted in him paying
$12,558.00, on a total cost basis of $104,650.00. Irwin L. Jacobs paid for the
initial premium on such Call Options by using personal funds.
On September 11, 2000, Irwin L. Jacobs purchased 15,100 Call Options on
the Company at an initial premium of 12%, which resulted in him paying
$5,745.67, on a total cost basis of $47,880.59. Irwin L. Jacobs paid for the
initial premium on such Call Options by using personal funds.
On September 12, 2000, Irwin L. Jacobs purchased 8,000 Call Options on
the Company at an initial premium of 12%, which resulted in him paying
$3,120.00, on a total cost basis of $26,000.00. Irwin L. Jacobs paid for the
initial premium on such Call Options by using personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Irwin L. Jacobs acquired the Call Options described herein in order to
obtain and increase his equity position in the Company. Irwin L. Jacobs has no
present plans or intentions that would result in or relate to any of the
transactions described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 12, 2000, Irwin L. Jacobs beneficially owned 713,100
Call Options on the Company, or approximately 6.06% beneficial ownership in the
Company. The percentages used in this Item 5(a) are calculated using the
11,762,111 shares of Common Stock represented to be outstanding as of June 1,
2000 as disclosed by the Company in the Form 10Q filed on June 10, 2000.
(b) The information set forth in Items 7 through 11 of the cover page
hereto is incorporated herein by reference.
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 5
(c) Irwin L. Jacobs has effected the following purchases of Call Options
on the Company during the preceding sixty days:
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
Date of Purchase No. of Call Options Price per Share (Strike Price, i.e.
---------------- ------------------- -----------------------------------
price at which Call Options can be
----------------------------------
exercised)
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
September 6, 2000 149,000 $2.6373
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
September 7, 2000 114,800 $3.1989
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
September 8, 2000 32,200 $3.2500
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
September 11, 2000 15,100 $3.1709
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
September 12, 2000 8,000 $3.2500
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
All transactions were effected on the open market.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Not applicable.
<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.
Dated: September 12, 2000 /s/ Irwin L. Jacobs
_________________________________
Name: Irwin L. Jacobs
