SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Optical Sensors, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68384P 10 7
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 453,225
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 453,225
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,225
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.09%
12) TYPE OF REPORTING PERSON*
PA
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 453,225
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 453,225
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,225
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.09%
12) TYPE OF REPORTING PERSON*
PA
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 820,058
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 820,058
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,058
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.21%
12) TYPE OF REPORTING PERSON*
IN
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 820,058*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 820,058*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,058*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.21%
12) TYPE OF REPORTING PERSON*
IN
13G
CUSIP NO. 68384P 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Whaley
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 820,058
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 820,058
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,058
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.21%
12) TYPE OF REPORTING PERSON*
IN
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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. George J. Still, Jr.
5. John P. Whaley
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. George J. Still
c/0 Norwest Venture Partners
245 Lytton Avenue
Palo Alto, CA 94301
5. John P. Whaley
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(d and Rule 13d-1(k).
Norwest Equity Partners V,L.P. is a Minnesota limited partnership,
whose general partner is Itasca Partners V,L.L.P.. John E. Lindahl and
George J. Still are the managing partners, and John P. Whaley is the
managing administrative partner 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. George J. Still: United States
5. John P. Whaley: 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, 1999, Norwest Equity
Partners V beneficially owned 453,225 shares of common stock. This
amount represented 5.09% of the total shares of common stock
outstanding at that date.
(2) Itasca Partners V: At December 31, 1999, Itasca Partners V may be
deemed to have beneficially owned, by virtue of its affiliation with
Norwest Equity Partners V, 453,225 shares of common stock. This amount
represented 5.09% of the total shares of common stock outstanding at
that date.
(3) John E. Lindahl: At December 31, 1999, John E. Lindahl may be
deemed to have beneficially owned, 820,058 shares of common stock,
which amount includes 453,225 shares of common stock he may be deemed
to beneficially own by virtue of his status as a managing partner of
Itasca Partners V, the general partner of Norwest Equity Partners V,
L.P., the record owner of such shares, and 366,833 shares of common
stock, by virtue of his status as a managing partner of Itasca
Partners, a Minnesota general partnership, the general partner of
Norwest Equity Partners IV, L.P., a Minnesota limited partnership that
is the record holder of such shares. These amounts represented an
aggregate of 9.21% of the Issuer's total shares of common stock
outstanding at that date.
(4) George J. Still, Jr.: At December 31, 1999, George J. Still, Jr.
may be deemed to have beneficially owned, 820,058 shares of common
stock, which amount includes 453,225 shares of common stock he may be
deemed to beneficially own by virtue of his status as a managing
partner of Itasca Partners V, the general partner of Norwest Equity
Partners V, L.P., the record owner of such shares, and 366,833 shares
of common stock, by virtue of his status as a managing partner of
Itasca Partners, a Minnesota general partnership, the general partner
of Norwest Equity Partners IV, L.P., that is the record holder of such
shares. These amounts represented an aggregate of 9.21% of the
Issuer's total shares of common stock outstanding at that date.
(5) John P. Whaley: At December 31, 1999, John P. Whaley may be
deemed to have beneficially owned, 820,058 shares of common stock,
which amount includes 453,225 shares of common stock he may be deemed
to beneficially own by virtue of his status as the managing
administrative partner of Itasca Partners V, the general partner of
Norwest Equity Partners V, L.P., the record owner of such shares, and
366,833 shares of common stock, by virtue of his status as the managing
administrative partner of Itasca Partners, a Minnesota general
partnership, the general partner of Norwest Equity Partners IV, L.P.,
that is the record holder of such shares. These amounts represented an
aggregate of 9.21% of the Issuer's total shares of common stock
outstanding at that date.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
beneficial owners of more than five percent of the class of
securities, check the following [ ].
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 9, 2000
NORWEST EQUITY PARTNERS V, L.P.
By ITASCA PARTNERS V, L.L.P., as general partner
By: /s/ John P. Whaley
John P. Whaley, Partner
AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G to which this Agreement is attached shall be filed by
Norwest Equity Partners V on its own behalf and on behalf of
(a) Itasca Partners V, a Minnesota limited liability
partnership whose general partners are the following
individuals: (a) John E. Lindahl, (b) George J. Still, Jr.
and (c) John P. Whaley.
Dated: February 9, 2000
NORWEST EQUITY PARTNERS V, L.P.
By ITASCA PARTNERS V., L.L.P.
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
ITASCA PARTNERS V, L.L.P.
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
For John E. Lindahl
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
George J. Still, Jr.
11
