SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
NAVARRE CORPORATION
Common Stock
(Title of Class of Securities)
639208107
(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).
(Continued on following page(s))
<PAGE>
CUSIP NO. 639208107 13G/A
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric H. Paulson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED 2,541,307 shares
BY EACH REPORTING
PERSON WITH 6 SHARED VOTING POWER
N/A
7 SOLE DISPOSITIVE POWER
2,535,657
8 SHARED DISPOSITIVE POWER
5,650
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,541,307
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.6 %
<PAGE>
12 TYPE OF REPORTING PERSON*
IN
Item 1.
(a) Name of Issuer:
Navarre Corporation
(b) Address of Issuer's Principal Executive Offices:
7400 - 49th Avenue North
New Hope, MN 55428
Item 2.
(a) Name of Person Filing:
Eric H. Paulson
(b) Address of Principal Business Office or, if none, Residence:
7400 - 49th Avenue North
New Hope, MN 55428
(c) Citizenship:
USA
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
639208107
Item 3. If this statement is filed pursuant to Rule 13-d-1 (b), or
13d-2 (b), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in Section 3(a)(6) of the Act
(c) Insurance Co. as defined in Section 3(a)(19) of the Act
<PAGE>
(d) Investment Co. registered under Section 8 of the
Investment Company Act
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund
(g) Parent Holding Co., in accordance with 240.13d-1(b)(ii)(H)
N/A
Item 4. Ownership
(a) Amount Beneficially Owned:
2,541,307
(b) Percent of Class:
35.6 %
(c)
Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,541,307
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of:
2,535,657
(iv) Shared power to dispose or to direct the
disposition of:
5,650
Of the shares listed above, 2,535,657 are owned by Mr.
Paulson 5,650 are owned by family member and 130,000
shares are deemed owned pursuant to options exercisable
within 60 days of December 31, 1997.
<PAGE>
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 13, 1998
SIGNATURE: /s/Eric H. Paulson
NAME/TITLE: President &
Chief Executive Officer
