Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SXFFob85Kl2L6yEtGgUU63uYLpMnyZUKZ+HAQkpILDqQXSquQQSIO2G/UrDvCg79 tdMdbaGhLaKHeTdAuAM6wQ== 0001193125-03-020277.txt : 20030716 0001193125-03-020277.hdr.sgml : 20030716 20030716171756 ACCESSION NUMBER: 0001193125-03-020277 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030716 GROUP MEMBERS: K2 GENPAR, INC. GROUP MEMBERS: SHAWN KIMEL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: K2 ARBITRAGE FUND LP CENTRAL INDEX KEY: 0001161620 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: (416) 365-2155 MAIL ADDRESS: STREET 1: 440 ADALAID WEST STREET 2: TORONTO, ONTARIO M5V 1S7 CITY: TORONTO, ONTARIO STATE: A6 ZIP: 000000000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NET PERCEPTIONS INC CENTRAL INDEX KEY: 0001078203 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411844584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58009 FILM NUMBER: 03789928 BUSINESS ADDRESS: STREET 1: 7700 FRANCE AVE SOUTH CITY: EDINA STATE: MN ZIP: 55435 BUSINESS PHONE: 6129031270 MAIL ADDRESS: STREET 1: 7700 FRANCE AVE SOUTH CITY: EDINA STATE: MN ZIP: 55435 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

NET PERCEPTIONS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

64107U 10 1

(CUSIP Number)

July 2, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

þ Rule 13d-1(c)

¨ Rule 13d-1(d)

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).

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1.		Name of Reporting Person I.R.S. Identification No. of above person (entities only) THE K2 PRINCIPAL FUND, L.P. (F/K/A K2 ARBITRAGE FUND, L.P.)

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization ONTARIO, CANADA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

1,533,961

6. Shared Voting Power

- 0 -

7. Sole Dispositive Power

1,533,961

8. Shared Dispositive Power

- 0 - -

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,533,961

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row (9) 5.6%

12.		Type of Reporting Person (See Instructions) PN

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1.		Name of Reporting Person I.R.S. Identification No. of above person (entities only) K2 GENPAR, INC.

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization ONTARIO, CANADA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

1,533,961

6. Shared Voting Power

- 0 -

7. Sole Dispositive Power

1,533,961

8. Shared Dispositive Power

- 0 - -

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,533,961

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row (9) 5.6%

12.		Type of Reporting Person (See Instructions) CO

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1.		Name of Reporting Person I.R.S. Identification No. of above person (entities only) SHAWN KIMEL

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization ONTARIO, CANADA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

1,533,961

6. Shared Voting Power

- 0 -

7. Sole Dispositive Power

1,533,961

8. Shared Dispositive Power

- 0 - -

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,533,961

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row (9) 5.6%

12.		Type of Reporting Person (See Instructions) IN

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ITEM 1(a).

NAME OF ISSUER.

The name of the Issuer is NET PERCEPTIONS, INC. (the “Issuer”).

ITEM 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES.

The Issuer’s principal executive offices are located at 7700 France Avenue South, Edina, Minnesota 55435.

ITEM 2(a).

NAME OF PERSON FILING.

This statement is being filed on behalf of each of the following persons (the “Reporting Persons”): The K2 Principal Fund, L.P. (f/k/a K2 Arbitrage Fund, L.P.), K2 GenPar, Inc. and Shawn Kimel.

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.

The address of the principal business office of each of the Reporting Persons is 444 Adelaide West, Toronto, Ontario, M5V 1S7.

ITEM 2(c).

CITIZENSHIP.

Shawn Kimel is a citizen of Canada. The K2 Principal Fund, L.P. is an Ontario limited partnership. K2 GenPar, Inc. is an Ontario corporation.

ITEM 2(d).

TITLE OF CLASS OF SECURITIES.

This statement relates to shares of the Issuer’s Common Stock, $0.0001 par value per share (the “Common Stock”) of the Issuer.

ITEM 2(e).

CUSIP NUMBER.

The CUSIP number for the shares of Common Stock is 64107U 10 1.

ITEM 3.

NOT APPLICABLE.

ITEM 4.

OWNERSHIP.

Pursuant to Rule 13d-3, at the close of business on July 15, 2003, each of the Reporting Persons may be deemed to be the beneficial owner of 1,533,961 shares of the Common Stock, which constitute approximately 5.6% of the 27,420,700 shares of the Common Stock outstanding at April 30, 2003, according to the Issuer’s Quarterly Report on Form 10-Q filed on May 14, 2003. Each of the Reporting Persons has the sole power to vote or to direct the vote of 1,533,961 shares of

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Common Stock; each of the Reporting Persons has the sole power to dispose or to direct the disposition of 1,533,961 shares of the Common Stock.

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.

See Items 1-4.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATIONS.

By signing below each of the Reporting Persons certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Persons, each of the Reporting Persons certifies that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k)(1)(ii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned Reporting Persons agree that the attached statement is filed on behalf of each of them in the capacities set forth below.

Dated: July 16, 2003

K2 ARBITRAGE FUND, L.P.

	By:	K2 Genpar, Inc.
	Its:	General Partner

		/s/ SHAWN KIMEL
		Shawn Kimel, President and Secretary

K2 GENPAR, INC., an Ontario corporation

	By:	/s/ Shawn Kimel
		Shawn Kimel, President

/s/ Shawn Kimel
Shawn Kimel

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