<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
------
Gunther International, Ltd.
----------------------------------
(Name of Issuer)
Common Stock, $ .001 Par Value
----------------------------------
(Title of Class of Securities)
403203102
----------------------------------
(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 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 1 of 12 Pages
----
<PAGE>
CUSIP No. 403203102 13G Page 2 of 12 Pages
--------- --- ----
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Special Situations Fund III, L.P. ("The Fund")
F13-3737427
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power 98,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 98,000
--------------------------------------------------
(8) Shared Dispositive
Power None
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
98,000
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
2.3%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IV
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 403203102 13G Page 3 of 12 Pages
--------- --- ----
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
MGP Advisers Limited Partnership ("MGP")
F13-3263120
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power None
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 98,000
--------------------------------------------------
(8) Shared Dispositive
Power None
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
98,000
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
2.3%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 403203102 13G Page 4 of 12 Pages
--------- --- ----
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AWM Investment Company, Inc. ("AWM")
11-3086452
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power 65,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 163,000
--------------------------------------------------
(8) Shared Dispositive
Power None
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
163,000
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
3.8%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 403203102 13G Page 5 of 12 Pages
--------- --- ----
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Austin W. Marxe
###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power 65,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 98,000
--------------------------------------------------
(7) Sole Dispositive
Power 163,000
--------------------------------------------------
(8) Shared Dispositive
Power None
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
163,000
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
3.8%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 6 of 12 Pages
Item 1.
(a) NAME OF ISSUER: Gunther International, Ltd.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5 Wisconsin Avenue, Norwich, CT 06360
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND PLACE
OF ORGANIZATION: This statement is filed on behalf of (i) Special
Situations Fund III, L.P., a Delaware limited partnership (the
"Fund"), (ii) MGP Advisers Limited Partnership, a Delaware Limited
Partnership ("MGP"), (iii) AWM Investment Company, Inc., a Delaware
corporation ("AWM") and (iv) Austin W. Marxe. Each of the foregoing is
hereinafter individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons." The principal office and
business address of the Reporting Persons is 153 East 53 Street, New
York, New York 10022. The business of the Fund is to acquire,
purchase, invest in, sell, convey, transfer, exchange and otherwise
trade in principally equity and equity related securities. MGP is a
general partner of and investment adviser to the Fund. MGP is
registered as a investment adviser under the Investment Advisers Act
of 1940, as amended. The principal business of MGP is to act as a
general partner of and investment adviser to the Fund. AWM, a
Delaware corporation primarily owned by Austin Marxe, serves as the
sole
<PAGE>
Page 7 of 12 Pages
general partner of MGP. AWM is a registered investment adviser under the
Investment Advisers Act of 1940 and also serves as the investment adviser
to, and general partner of, Special Situations Cayman Fund, L.P., a limited
partnership formed under the laws of the Cayman Islands (the "Cayman
Fund"). Austin W. Marxe is also the principal limited partner of MGP and
is the President and Chief Executive Officer of AWM. Mr. Marxe is
principally responsible for the selection, acquisition and disposition of
the portfolio securities by AWM on behalf of MGP, the Fund and the Cayman
Fund.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP NUMBER: See cover sheets.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-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 Company as defined in section 3(a) (19) of the Act
(d) (x) Investment Company registered under section 8 of the Investment
Company Act
(e) (x) 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
<PAGE>
Page 8 of 12 Pages
Security Act of 1974 or Endowment Fund
(g) (x) Parent Holding Company, in accordance with
Section 240.13d-1 (b) (ii) (G)
(h) ( ) Group, in accordance with Section 240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 163,000 shares of Common Stock are beneficially
owned by Austin W. Marxe and AWM. This amount is composed of 163,000
callable Warrants; of which 98,000 are owned by the Fund and 65,000 are
owned by the Cayman Fund. Each callable Warrant may be exercised for one
share of Common Stock at a price of $6.00 until December 20, 1998. 98,000
shares of Common Stock are beneficially owned by the Fund and MGP.
(b) PERCENT OF CLASS: 3.8 percent of the Common Stock are beneficially owned
by Austin Marxe and AWM. 2.3 percent of the Common Stock are beneficially
owned by MGP and the Fund.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO VOTE AND/OR DISPOSE
OF SECURITIES: The Fund has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of all securities reported
hereby which are beneficially owned by the Fund. MGP has the sole power to
dispose or to direct the disposition of all securities reported hereby
which are beneficially
<PAGE>
Page 9 of 12 Pags
owned by MGP. AWM has the the sole power to vote or to direct the vote of
securities reported hereby which are beneficially owned by AWM by virtue of
it being the Investment Adviser to the Special Situations Cayman Fund,
L.P.. AWM has the sole power to dispose or to direct the disposition of
all securites reported hereby which are beneficially owned by AWM. Austin
Marxe has the sole power to vote or to direct the vote of securities
reported hereby which are beneficially owned by Austin Marxe by virtue of
being the primary owner and President and Chief Executive Officer of AWM.
Austin W. Marxe has shared power to vote or to direct the vote of all
shares beneficially owned by Austin Marxe by virtue of being an Individual
General Partner of the Fund. Austin W. Marxe has the sole power to dispose
or to direct the disposition of all securities reported hereby which are
beneficially owned by Austin Marxe.
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 person has ceased to be the beneficial owner of more that
five percent of the class of securities, check the following x .
---
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The
Fund and the Cayman Fund as owners of the securities in question, have
the right to receive any dividends from, or proceeds from the sale of,
such
<PAGE>
Page 10 of 12 Pages
securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Exhibit
A attached hereto.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
applicable
Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable.
Item 10. CERTIFICATION: Each of the undersigned certifies that, to the best of
its or his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were 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
purpose or effect.
<PAGE>
Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 10, 1996
-----------------
SPECIAL SITUATIONS FUND III, L.P.
By: /s/ Austin W. Marxe
----------------------------
Austin W. Marxe
Individual General Parnter
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc.
By:/s/ Austin W. Marxe
----------------------------
Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
----------------------------
Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
----------------------------
AUSTIN W. MARXE
<PAGE>
Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting
Persons. AWM is the sole general partner of MGP, a registered investment
adviser under the Investment Advisers Act of 1940, as amended. MGP is a general
partner of and investment adviser to the Fund. AWM is a registered investment
adviser under the Investment Advisers Act of 1940 and also serves as the general
partner of, and investment adviser to, the Cayman Fund. Austin W. Marxe is the
principal owner and President of AWM.
