UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
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 11, 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
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<S> <C> <C>
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) [X]
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
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 3
1 NAMES OF REPORTING PERSONS DANIEL T. LINDSAY
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) 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 223,453
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER 223,453
WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 223,453
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) 1.90%
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 4
14 TYPE OF REPORTING PERSON (See Instructions) IN
1 NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS DENNIS M. MATHISEN
(ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) PF, BK
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 546,641
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER 546,641
WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 546,641
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.50%
14 TYPE OF REPORTING PERSON (See Instructions) IN
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 6
1 NAMES OF REPORTING PERSONS MARSHALL FINANCIAL GROUP, INC.
IRS IDENTIFICATION NOS. OF ABOVE PERSONS 41-1624808
(ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC, OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA
NUMBER OF 7 SOLE VOTING POWER 65,000
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER 65,000
WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 65,000
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) 0.55%
14 TYPE OF REPORTING PERSON (See Instructions) CO
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 7
This Amendment No. 5 (the "Amendment") amends the Statement on Schedule
13D ("Schedule 13D") filed on September 21, 1998, as amended on October 20,
1998, December 7, 1999, February 25, 2000 and April 11, 2000, by 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 Schedule 13D. This Amendment supplements
and, to the extent inconsistent therewith, amends the information set forth in
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
On April 11, 2000 the Reporting Persons determined that they no longer
intended to pursue a transaction to acquire the remaining equity interests of
the Company not then owned by the Reporting Persons. In light of the foregoing,
as of September 11, 2000, 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 December 7, 1999, by and among the Reporting Persons
attached as Exhibit 1 to Amendment No. 2 to the Schedule 13D and as confirmed by
Agreement dated as of February 25, 2000, by and among the Reporting Persons
attached as Exhibit 1 to Amendment No. 3 to the Schedule 13D. The Agreement
among the Reporting Persons providing for the withdrawal of Messrs. Jacobs and
Lindsay from the "group" is attached as Exhibit 1 hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As a result of the determination outlined in Item 4 above, Irwin L.
Jacobs and Daniel T. Lindsay have ceased to constitute members of the "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, as of September 11, 2000. Since Irwin L. Jacobs and Daniel T.
Lindsay are no longer part of the "group", Daniel T. Lindsay no longer
beneficially owns more than five percent of the Common Stock.
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 8
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
*Agreement, dated as of September 21, 1998, by and among the
signatories of this Amendment with respect to its filing.
*Convertible Preferred Stock Purchase Agreement, dated as of July 30,
1998, by and among the Company, Dennis M. Mathisen and the other
purchasers of Series D Stock set forth therein.
*Warrant, dated as of July 30, 1998, issued by the Company to Dennis M.
Mathisen.
*Registration Rights Agreement, dated as of July 30, 1998, by and among
the Company, Dennis M. Mathisen and the other purchasers of Series D
Stock set forth therein.
*Agreement dated as of October 20, 1998, by and amount the signatories
of this Statement with respect to its filing.
*Agreement as to joint filing pursuant to Regulation 13d-1(k)(1)(iii)
dated December 7, 1999.
*Letter of resignation of Dennis M. Mathisen to the Board of Directors
of Sheldahl, Inc., dated November 19, 1999.
*Convertible Preferred Stock Purchase Agreement, dated February 8,
1999, by and among Sheldahl, Inc., Dennis M. Mathisen and other
purchasers of Series E Stock set forth therein.
*Warrant, dated February 26, 1999, issued by Sheldahl, Inc. to Dennis
M. Mathisen.
*Agreement as to joint filing pursuant to Regulation 13d-1(k)(1)(iii)
dated February 25, 2000.
*Registration Rights Agreement, dated February 26, 1999, by and among
Sheldahl, Inc., Dennis M. Mathisen, and the other purchasers of Series
E Stock set forth therein.
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CUSIP No. 822440 10 3 SCHEDULE 13D Page 9
*Letter to Edward L. Lundstrom from Irwin L. Jacobs, dated February 24,
2000.
*Exhibit A: Press release dated April 11, 2000.
**Agreement, dated as of September 12, 2000, by and among the
signatories of this Amendment with respect to its filing.
*Previously filed
**Filed herewith
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 12, 2000 /s/ Irwin L. Jacobs
_________________________________
Irwin L. Jacobs
/s/ Daniel T. Lindsay
_________________________________
Daniel T. Lindsay
/s/ Dennis M. Mathisen
_________________________________
Dennis M. Mathisen
Marshall Financial Group, Inc.
/s/ John A. Fischer
_________________________________
By: John A. Fischer
Its: Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
1. Agreement, dated as of September 12, 2000, by and among the
signatories of this Amendment with respect to its filing.
