SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Raptor Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
753817 10 5
(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).
13G
CUSIP NO. 753817 10 5
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 542,262
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 542,262
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,262
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 753817 10 5
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 542,262
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 542,262
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,262
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 753817 10 5
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 542,262
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 542,262
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,262
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
IN
13G
CUSIP NO. 753817 10 5
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Haggerty
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 542,262
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 542,262
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,262
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
IN
13G
CUSIP NO. 753817 10 5
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
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 542,262
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 542,262
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,262
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
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:
Raptor Systems, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
69 Hickory Drive
Waltham, MA 02154
Item 2(a) Name of Person Filing:
1. Norwest Equity Partners V
2. Itasca Partners V
3. John E. Lindahl
4. Daniel J. Haggerty
5. George J. Still, Jr.
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. Daniel J. Haggerty
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
5. George J. Still, Jr.
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(c) and Rule 13d-1(f). Norwest Equity Partners V
is a Minnesota limited partnership. Itasca Partners V,
a Minnesota general partnership, is the general partner of
Norwest Equity Partners V. Daniel J. Haggerty, George J.
Still, Jr. and John E. Lindahl are the managing partners 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. Daniel J. Haggerty: United States
5: George J. Still, Jr.: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
753817 10 5
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Equity Partners V: At September 30, 1997,
Norwest Equity Partners V owned 542,262 shares of
common stock. This amount represented less than 5% of
the total shares of common stock outstanding at that
date. Norwest Equity Partners V has no rights to
acquire additional shares through the exercise of
options or otherwise.
(2) Itasca Partners V: At September 30, 1997, Itasca
Partners V was deemed to own, by virtue of its
affiliation with Norwest Equity Partners V, 542,262
shares of common stock. This amount represented less
than 5% of the total shares of common stock outstanding
at that date.
(3) John E. Lindahl: At September 30, 1997, John E.
Lindahl was deemed to own 542,262 shares by virtue of
his affiliation with Norwest Equity Partners V, 15,891
shares individually. This amount represented less than
5% of the total shares of common stock outstanding at
that date.
(4) Daniel J. Haggerty: At September 30, 1997, Daniel J.
Haggerty was deemed to own 542,262 shares by virtue
of his affiliation with Norwest Equity Partners V.
This amount represented less than 5% of the total
shares of common stock outstanding at that date.
(5) George J. Still, Jr.: At September 30, 1997, George J.
Still, Jr. was deemed to own 542,262 shares by virtue
of his affiliation with Norwest Equity Partners V,
11,942 shares individually. This amount represented
less than 5% of the total shares of common stock
outstanding at that date.
The persons filing this statement other than Norwest
Equity Partners V disclaim beneficial ownership of,
and the filing of this shall not be construed as an
admission that the persons filing are beneficial
owners of, the shares covered by this statement for
purposes of Sections 13, 14, or 16 of the Act.
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 [X].
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: October 14, 1997
NORWEST EQUITY PARTNERS V
By ITASCA PARTNERS, as general partner
By: /s/ John P. Whaley
John P. Whaley, Partner
