-----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, QxrQehO6p23OMc22V1iRIZq8O8Lnsi2DS+2xhXXYe7lbse7jeLuPg4unKHrxW9H7 h3biWa/dvz463fmQ84WwDQ== 0001144204-10-033123.txt : 20100611 0001144204-10-033123.hdr.sgml : 20100611 20100611163750 ACCESSION NUMBER: 0001144204-10-033123 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100611 DATE AS OF CHANGE: 20100611 GROUP MEMBERS: PERRITT FUNDS, INC. GROUP MEMBERS: PERRITT MICROCAP OPPORTUNITIES FUND, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFRI INC CENTRAL INDEX KEY: 0000914122 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 363922969 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43197 FILM NUMBER: 10892889 BUSINESS ADDRESS: STREET 1: 7720 LEHIGH AVE CITY: NILES STATE: IL ZIP: 60714 BUSINESS PHONE: 8479661000 MAIL ADDRESS: STREET 1: 7720 LEHIGH AVE CITY: NILES STATE: IL ZIP: 60714 FORMER COMPANY: FORMER CONFORMED NAME: MIDWESCO FILTER RESOURCES INC DATE OF NAME CHANGE: 19970402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRITT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001279342 IRS NUMBER: 363538658 STATE OF INCORPORATION: IL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 SOUTH WACKER DRIVE STREET 2: SUITE 2880 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126691650 MAIL ADDRESS: STREET 1: 300 SOUTH WACKER DRIVE STREET 2: SUITE 2880 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 v188054_sc-13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.      )*
 
 
MFRI, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
552721102
(CUSIP Number)
 
May 27, 2010
(Date of Event Which Requires Filing of this Statement)


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

(Continued on following page(s))
Page 1 of 9 Pages

 
 
 
 
CUSIP NO. 552721102
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perritt Capital Management, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)           o
(b)           £
Not Applicable
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
50,500
6
SHARED VOTING POWER
309,665(1)
7
SOLE DISPOSITIVE POWER
50,500
8
SHARED DISPOSITIVE POWER
309,665(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,165
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%(2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
(1)
Represents shares beneficially owned by Perritt MicroCap Opportunities Fund, Inc. and Perritt Funds, Inc. (see Item 2(a)).

(2)
The percent ownership calculated is based upon an aggregate of 6,836,433 shares outstanding as of April 8, 2010.

Page 2 of 9 Pages

 
 
 

 
CUSIP NO. 552721102
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perritt MicroCap Opportunities Fund, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)    o
(b)    o
Not Applicable
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
70,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
70,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%(1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV

(1)
The percent ownership calculated is based upon an aggregate of 6,836,433 shares outstanding as of April 8, 2010.

Page 3 of 9 Pages

 
 
 


 
CUSIP No. 552721102
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perritt Funds, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)    o
(b)    o
Not Applicable
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
239,665
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
239,665
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,665
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5%(1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV

(1)
The percent ownership calculated is based upon an aggregate of 6,836,433 shares outstanding as of April 8, 2010.

Page 4 of 9 Pages

 
 
 
 
CUSIP No. 552721102
 

Item 1(a).
Name of Issuer:
 
MFRI, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
7720 North Lehigh Avenue
Niles, IL  60714
   
Item 2(a).
Name of Person Filing:
 
The persons filing this Schedule 13G are (i) Perritt Capital Management, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940; (ii) Perritt MicroCap Opportunities Fund, Inc., an investment company registered under the Investment Company Act of 1940; and (iii) Perritt Funds, Inc., an investment company registered under the Investment Company Act of 1940.  Perritt Capital Management, Inc. is the investment adviser to Perritt MicroCap Opportunities Fund, Inc. and its sole series, Perritt MicroCap Opportunities Fund, and to Perritt Funds, Inc. and its sole series, Perritt Emerging Opportunities Fund.  Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between Perritt Capital Management, Inc., Perritt MicroCap Opportunities Fund, Inc. and Perritt Funds, Inc. that this Schedule 13G is filed on behalf of each of them.
 
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
300 South Wacker Drive, Suite 2880
Chicago, IL  60606
   
Item 2(c).
Citizenship:
 
Perritt Capital Management, Inc. is an Illinois corporation.
Perritt MicroCap Opportunities Fund, Inc. is a Maryland corporation.
Perritt Funds, Inc. is a Maryland corporation.
 
   
Item 2(d).
Title of Class of Securities:
 
Common Stock
   
Item 2(e).
CUSIP Number:
 
552721102

Page 5 of 9 Pages

 
 
 

 
CUSIP No. 552721102
 

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
T Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
T An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
 
   
Item 4.
Ownership
 
Perritt  Capital Management, Inc.
 
(a)            Amount Beneficially Owned:  360,165
(b)    Percent of Class:  5.3%
(c)            Number of shares as to which such person has:
(i)           sole power to vote or to direct the vote:  50,500
(ii)           shared power to vote or to direct the vote:  309,665
(iii)           sole power to dispose or to direct the disposition of:  50,500
(iv)           shared power to dispose or to direct the disposition of:309,665
   
 
Perritt MicroCap Opportunities Fund, Inc.
 
(a)            Amount Beneficially Owned:  70,000
(b)            Percent of Class:  1.0%
(c)            Number of shares as to which such person has:
(i)           sole power to vote or to direct the vote:  -0-
(ii)           shared power to vote or to direct the vote:  70,000
(iii)           sole power to dispose or to direct the disposition of:  -0-
(iv)           shared power to dispose or to direct the disposition of:  70,000
   
 
Perritt Funds, Inc.
 
(a)            Amount Beneficially Owned:  239,665
(b)            Percent of Class:  3.5%
(c)            Number of shares as to which such person has:
(i)           sole power to vote or to direct the vote:  -0-
(ii)           shared power to vote or to direct the vote:  239,665
(iii)           sole power to dispose or to direct the disposition of:  -0-
(iv)           shared power to dispose or to direct the disposition of:  239,665

Page 6 of 9 Pages


 
 
 

 
CUSIP No. 552721102
 

Item 5.
Ownership of Five Percent or Less of a Class.
 
N/A
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
N/A
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
N/A
   
Item 8.
Identification and Classification of Members of the Group.
N/A
   
Item 9.
Notice of Dissolution of Group.
N/A
   
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Exhibits.
 
1.           Agreement to file Schedule 13G jointly.
 

Page 7 of 9 Pages


 
 
 

 
CUSIP No. 552721102
 

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:  June 11, 2010

PERRITT CAPITAL MANAGEMENT, INC.


By: /s/ Michael J. Corbett                                                                                     
Michael J. Corbett, Vice President


PERRITT MICROCAP OPPORTUNITIES FUND, INC.


By: /s/ Michael J. Corbett                                                                                     
Michael J. Corbett, President


PERRITT FUNDS, INC.


By: /s/ Michael J. Corbett                                                                                     
Michael J. Corbett, President


Page 8 of 9 Pages



 
 
 


 
CUSIP No. 552721102
 

Exhibit 1

AGREEMENT

AGREEMENT, dated as of June 11, 2010, by and among Perritt Capital Management, Inc., an Illinois corporation, Perritt MicroCap Opportunities Fund, Inc., a Maryland corporation, and Perritt Funds, Inc., a Maryland corporation.
 
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them.
 
NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
 
Perritt Capital Management, Inc., Perritt MicroCap Opportunities Fund, Inc. and Perritt Funds, Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one statement on Schedule 13G relating to their ownership of the Common Stock of MFRI, Inc. and hereby further agree that said statement shall be filed on behalf of Perritt Capital Management, Inc., Perritt MicroCap Opportunities Fund, Inc. and Perritt Funds, Inc.  Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of MFRI, Inc.
 
IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.
 
PERRITT CAPITAL MANAGEMENT, INC.


By: /s/ Michael J. Corbett                                                                                     
Michael J. Corbett, Vice President


PERRITT MICROCAP OPPORTUNITIES FUND, INC.


By: /s/ Michael J. Corbett                                                                                     
Michael J. Corbett, President


PERRITT FUNDS, INC.


By: /s/ Michael J. Corbett                                                                                     
Michael J. Corbett, President



Page 9 of 9 Pages


 
 
 

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