SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Optical Sensors, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68384P 10 7
(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 be subject to all other provisions of
the Act (however, see the Notes).
13G
CUSIP NO. 68384P 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners V
Tax Identification No. 41-1799874
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 463,969*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 463,969*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,969*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12) TYPE OF REPORTING PERSON*
PA
_____________________________
* Includes 10,744 shares issuable upon exercise of warrant.
13G
CUSIP NO. 68384P 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners V
Tax Identification No. 41-1799877
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 463,969*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 463,969*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,969*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12) TYPE OF REPORTING PERSON*
PA
_____________________________
* Includes 10,744 shares issuable upon exercise of warrant.
13G
CUSIP NO. 68384P 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Lindahl
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 463,969*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 463,969*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,969*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12) TYPE OF REPORTING PERSON*
IN
_____________________________
* Includes 10,744 shares issuable upon exercise of warrant.
13G
CUSIP NO. 68384P 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Haggerty
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 873,604*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 873,604*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,604*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
12) TYPE OF REPORTING PERSON*
IN
_____________________________
* Includes 17,515 shares issuable upon exercise of warrant.
13G
CUSIP NO. 68384P 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 463,969*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 463,969*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,969*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12) TYPE OF REPORTING PERSON*
IN
_____________________________
* Includes 10,744 shares issuable upon exercise of warrant.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Item 1(a) Name of Issuer:
Optical Sensors, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
7615 Golden Triangle, Suite A
Eden Praire, MN 55344
Item 2(a) Name of Person Filing:
1. Norwest Equity Partners V
2. Itasca Partners V
3. John E. Lindahl
4. Daniel J. Haggerty
5. George J. Still
Item 2(b) Address of Principal Business Office:
1. Norwest Equity Partners V
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
2. Itasca Partners V
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
3. John E. Lindahl
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
4. Daniel J. Haggerty
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
5. George J. Still
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
This statement is filed by Norwest Equity Partners V on
behalf of all of the persons listed above pursuant to
Rule 13d-1(c) and Rule 13d-1(f). Norwest Equity Partners
V is a Minnesota limited partnership. Itasca Partners V,
a Minnesota general partnership, is the general partner of
Norwest Equity Partners V. Daniel J. Haggerty, John E.
Lindahl and George J. Still are the managing partners of
Itasca Partners V.
Item 2(c) Citizenship:
1. Norwest Equity Partners V: Minnesota
2. Itasca Partners V: Minnesota
3. John E. Lindahl: United States
4. Daniel J. Haggerty: United States
5: George J. Still: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
68384P 10 7
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Equity Partners V: At December 31, 1997,
Norwest Equity Partners V beneficially owned 463,969
shares of common stock, including 10,744 shares
issuable upon exercise of warrant. This amount
represented 5.5% of the total shares of common stock
outstanding at that date.
(2) Itasca Partners V: At December 31, 1997, Itasca
Partners V may be deemed to have beneficially owned, by
virtue of its affiliation with Norwest Equity Partners
V, 463,969 shares of common stock. This amount
represented 5.5% of the total shares of common stock
outstanding at that date.
(3) John E. Lindahl: At December 31, 1997, John E. Lindahl
may be deemed to have beneficially owned, by virtue of
his affiliation with Norwest Equity Partners V,
463,969 shares of common stock. This amount
represented 5.5% of the total shares of common stock
outstanding at that date.
(4) Daniel J. Haggerty: At December 31, 1997, Daniel J.
Haggerty may be deemed to have beneficially owned, an
aggregate of 873,604 shares of common stock
(representing 10.4% of the total number of shares of
common stock outstanding at that date) as follows:
(a) 463,969 shares of common stock by virtue of his
affiliation with Norwest Equity Partners V (see 1
above), which shares represented 5.5% of the total
number of shares of common stock outstanding at that
date and (b) 373,604 shares of common stock by virtue
of his affiliation with Norwest Equity Partners IV,
which shares represented 4.4% of the shares of common
stock outstanding at that date. Mr. Haggerty is one of
two managing partners of Itasca Partners IV, a
Minnesota Limited partnership that is the general
partner of Norwest Equity Partners IV.
(5) George J. Still: At December 31, 1997, George J. Still
may be deemed to have beneficially owned, by virtue of
his affiliation with Norwest Equity Partners V,
463,969 shares of common stock. This amount
represented 5.5% of the total shares of common stock
outstanding at that date.
The persons filing this statement other than Norwest
Equity Partners V disclaim beneficial ownership of,
and the filing of this shall not be construed as an
admission that the persons filing are beneficial
owners of, the shares covered by this statement for
purposes of Section 13, 14, and 16.
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.
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.
Date: February 3, 1998
NORWEST EQUITY PARTNERS V
By ITASCA PARTNERS V, as general partner
By: /s/ John P. Whaley
John P. Whaley, Partner
