NICOLLET PROCESS ENGINEERING INC
SC 13G, 1997-02-12
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934



                       Nicollet Process Engineering, Inc.
                                (Name of Issuer)




                           Common Stock, no par value
                         (Title of Class of Securities)




                                   654085 10 9
                                 (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).


                                  Page 1 of 5

<TABLE>
<CAPTION>


CUSIP No. 654085 10 9                       13G                                         Page 2 of 5
<S>                         <C>
- --------------------------- -----------------------------------------------------------------------------------------
            1               NAME OF REPORTING PERSONS
                            S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

                            Robert A. Pitner (the "Reporting Person")

- --------------------------- -----------------------------------------------------------------------------------------
            2               CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                            Not Applicable                      (a) [ ] 

                                                                (b) [ ]

- --------------------------- -----------------------------------------------------------------------------------------
            3               SEC USE ONLY

- --------------------------- -----------------------------------------------------------------------------------------
            4               CITIZENSHIP OR PLACE OF ORGANIZATION
                            Reporting Person is a citizen of the United States of America.

- --------------------------- ---------------------- ------------------------------------------------------------------


                                      5            SOLE VOTING POWER
                                                        309,333
         NUMBER OF          ---------------------- ------------------------------------------------------------------
          SHARES   
       BENEFICIALLY                   6            SHARED VOTING POWER
         OWNED BY                                             0
           EACH             ---------------------- ------------------------------------------------------------------
        REPORTING
          PERSON                      7            SOLE DISPOSITIVE POWER
           WITH                                         309,333
                            ---------------------- ------------------------------------------------------------------

                                      8            SHARED DISPOSITIVE POWER
                                                              0
- --------------------------- -----------------------------------------------------------------------------------------
            9               AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                            309,333
- --------------------------- -----------------------------------------------------------------------------------------
            10              CHECK BOX If THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
                            Not Applicable

- --------------------------- -----------------------------------------------------------------------------------------
            11              PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                            8.6%
- --------------------------- -----------------------------------------------------------------------------------------
            12              TYPE OF REPORTING PERSON*
                            IN
- --------------------------- -----------------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!

</TABLE>


Item 1(a).        Name of Issuer:

                  The name of the issuer is Nicollet Process Engineering, Inc. 
                  (the "Issuer").


Item 1(b).        Address of Issuer's Principal Executive Offices:

                  The address of the principal executive offices of the Issuer
                  is 420 North Fifth Street, Ford Centre, Suite 1040,
                  Minneapolis, Minnesota 55401.


Item 2(a).        Name of Person Filing:

                  Robert A. Pitner (the "Reporting Person").


Item 2(b).        Address or principal business office or, if none, residence:

                  The address of the Reporting Person's principal business
                  office is 420 North Fifth Street, Ford Centre, Suite 1040,
                  Minneapolis, Minnesota 55401.


Item 2(c).        Citizenship:

                  The Reporting Person is a citizen of the United States.


Item 2(d).        Title of Class of Securities:

                  The class of equity securities to which this Statement relates
                  is the common stock, no par value, of the Issuer (the "Common
                  Stock").


Item 2(e).        CUSIP Number:

                  The CUSIP number of the Common Stock is 654085 10 9.


Item 3. If this Statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the filing person is a:

                  Not Applicable.


Item 4.           Ownership:

         (a)      Amount Beneficially Owned:  309,333 (1)

         (b)      Percent of Class:  8.6%

         (c)      Number of shares as to which such person has:

         (i)      sole power to vote or to direct the vote...........   309,333


                                  Page 3 of 5


         (ii)     shared power to vote or to direct the vote.........         0

         (iii)    sole power to dispose or to direct the
                  disposition of.....................................   309,333

         (iv)     shared power to dispose or to direct the 
                  disposition of.....................................         0

- ----------------------

                  (1)      Includes 248,500 shares of Common Stock issuable upon
                           the exercise of outstanding stock options.


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 control of the Issuer of such securities and were
                  not acquired in connection with or as a participant in any
                  transaction having such purposes of effect.


                                  Page 4 of 5


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:  January 31, 1997.



/s/ Robert A. Pitner
Robert A. Pitner


                                  Page 5 of 5




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