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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Stratasys, Inc.
(Name of Issuer)
$.01 par value Common Stock
(Title of Class of Securities)
CUSIP No. 86 2685104
(CUSIP Number)
Cameron Truesdell
5522 308th N.E.
P.O. Box 925
Preston, Washington 98050
(360) 222-6763
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 1998
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*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.: 86 2685104000
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1 NAME OF REPORTING PERSON
Cameron Truesdell
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 390,750
OWNED BY -----------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON -----------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
390,750
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,750
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.01 par value (the "Common
Stock"), of Stratasys, Inc. (the "Issuer"). The principal executive offices of
the Issuer are located at 14950 Martin Drive, Eden Prairie, MN 55344.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by Cameron Truesdell ("Truesdell"), who is an
individual residing in the State of Washington. Truesdell is a self-employed,
private investor and citizen of the United States. Truesdell resides at 5522
308th S.E., Preston, WA 98050.
Truesdell has not during the last five years been (i) convicted in a
criminal proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of February 23, 1998 (the date of the event requiring the filing of
this Amendment No. 1), Truesdell had purchased a total of 382,000 shares of the
Common Stock for an average price of $11.18 per share, an aggregate of
$4,270,163, in open market purchases effected between September 10, 1996 and
February 23, 1998. A gift of 1,650 shares in January reduced his total held to
380,350.
Since February 23, 1998, Truesdell has acquired an additional 11,500
shares in open market purchases at an average price per share of $11.78. He
has also gifted an additional 1,100 shares leaving him with a total of
390,750 shares as of the date of this filing.
The source of Truesdell's payment of the purchase price was from his
personal funds. Truesdell purchased some of the Common Stock on margin through
his stockbroker, but otherwise did not use borrowed funds.
Item 4. PURPOSE OF TRANSACTION
Truesdell acquired the Common Stock for investment purposes only.
Truesdell will continue to evaluate his ownership and voting position in the
Company and may consider the following future courses of action: (i) continuing
to hold the Common Stock for investment; (ii) disposing of all or a portion of
the Common Stock in open market sales; (iii) acquiring additional shares of
common stock in the open market or in privately-negotiated transactions; or
(iv) enter into short sales or other hedging transactions with respect to the
Common Stock. Truesdell had not as yet determined which of the courses of
action specified in this paragraph he may ultimately take. Truesdell's future
actions with regard to this investment are dependent on his evaluation of a
variety of circumstances affecting the Company in the future, including the
market price of the Company's Common Stock, the Company's prospects and
Truesdell's portfolio. Since his last 13D filing, Truesdell has requested that
he be provided a position on the board of directors so as to better monitor his
investment in the Company and perhaps make available to the Board his knowledge
of sales and marketing. He believes management has accepted his request.
Except as set forth above, Truesdell has no present intent or proposals
that relate to or would result in: (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present management of the Issuer,
including any plans or proposals to change corporate officers or the number or
term of Directors; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) changes in the Issuer's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (x) any action similar to those enumerated
above.
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Truesdell reserves the right to determine in the future whether to change
the purpose or purposes described above or whether to adopt plans or proposals
of the type specified above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of February 23, 1998, Truesdell beneficially owned 380,350 shares
of the Common Stock, which represented approximately 6.3% of the shares of
Common Stock currently issued and outstanding. In January, a gift of 1,650
shares, not reflected in the prior Schedule 13D filing, resulted in the 380,350
total being reflected herein, even though an additional 85,500 shares were
acquired subsequent to February 6, 1998.
Since February 23, 1998, Truesdell has acquired an additional 11,500
shares of stock and gifted 1,100 shares.
(b) As of February 23, 1998, Truesdell had sole power to dispose or
direct the disposition of 380,350 shares. As of the date of filing he has
sole power to dispose or direct the disposition of a total of 390,750 shares.
(c) Since the amount of shares reported on his initial Schedule 13D dated
February 6, 1998, Truesdell has purchased a total of 85,500 shares of the Common
Stock for an average price of $9.53 per share, an aggregate of $814,655.50, in
open market purchases effected between February 10, 1998 and March 3, 1998.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Truesdell has not entered any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to the Common
Stock, including transfer or voting thereof, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13D is true, complete and
correct.
/s/ Cameron Truesdell
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Cameron Truesdell
March 20, 1998
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