-----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, JBFYrQqAAuE2EiRC0YEzFJ/+CfKfaoj0P0lYIyr2XFR1LwEAx35yyOrok9sgYdZC rSsQtYTSZlccpO+4sEBIrQ== 0001140361-07-024165.txt : 20071213 0001140361-07-024165.hdr.sgml : 20071213 20071213113916 ACCESSION NUMBER: 0001140361-07-024165 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071213 DATE AS OF CHANGE: 20071213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATURE VISION, INC. CENTRAL INDEX KEY: 0000078311 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 410831186 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15979 FILM NUMBER: 071303709 BUSINESS ADDRESS: STREET 1: 1480 NORTHERN PACIFIC ROAD CITY: BRAINERD STATE: MN ZIP: 56401 BUSINESS PHONE: (218) 825-0733 MAIL ADDRESS: STREET 1: 1480 NORTHERN PACIFIC ROAD CITY: BRAINERD STATE: MN ZIP: 56401 FORMER COMPANY: FORMER CONFORMED NAME: PHOTO CONTROL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIPHART RICHARD P CENTRAL INDEX KEY: 0000904775 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WILLIAM BLAIR &COMPANY, LLC STREET 2: 222 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312 MAIL ADDRESS: STREET 1: C/O WILLIAM BLAIR &COMPANY, LLC STREET 2: 222 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 formsc13d.htm NATURE VISON SC 13D 10-19-2007 formsc13d.htm


SCHEDULE 13D
 
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Nature Vision, Inc.

(Name of Issuer)

Common Stock, par value $.16 per share 

(Title of Class of Securities)

63902E 10 6

(CUSIP Number)

J.C. Anderson
Inchan Hwang
Gray Plant Mooty
500 IDS Center
Minneapolis, Minnesota  55402
(612) 632-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 19, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*  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).
 




SCHEDULE 13D
 
CUSIP No.  63902E 10 6    
     
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Richard P. Kiphart  
 
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)  Not applicable
(a)
(b)  
 
     
 
3.
SEC Use Only  
 
     
 
4.
Source of Funds (See Instructions)  OO  
 
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  Not applicable  
 
     
 
6.
Citizenship or Place of Organization  United States  
 
     
Number of
   
7.
Sole Voting Power  550,752**
 
Shares
     
Beneficially
   
8.
Shared Voting Power  0
 
Owned by
     
Each
   
9.
Sole Dispositive Power  550,752**
 
Reporting
     
Person With
   
10.
Shared Dispositive Power  0
 
 
** See Item 5.
 
2

 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person  550,752**
 
   
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
   
13.
Percent of Class Represented by Amount in Row (11)  23.8%**
 
   
14.
Type of Reporting Person (See Instructions)  IN
 
 
** See Item 5.
 
Item 1.
Security and Issuer.
 
The class of equity security to which this Schedule 13D relates is common stock, par value $.16 per share, of Nature Vision, Inc.  The name and address of the principal executive offices of the issuer of such securities are Nature Vision, Inc., 1480 Northern Pacific Road, Brainerd, Minnesota 56401.
 
Item 2.
Identity and Background.
 
(a)  This statement is being filed by Richard P. Kiphart.
 
(b)  Mr. Kiphart’s address is c/o William Blair & Company, L.L.C., 222 West Adams Street, Chicago, Illinois 60606.
 
(c)  Mr. Kiphart is a principal of William Blair & Company, L.L.C., an investment banking firm.
 
(d)  During the last five years, Mr. Kiphart has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)  During the last five years, Mr. Kiphart has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he was or is subject to a 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.
 
(f)  Mr. Kiphart is a citizen of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
 
3


Item 4.
Purpose of Transaction.
 
As noted in Item 3 above, Mr. Kiphart acquired the warrants to purchase 100,000 shares of the Company’s common stock in connection with his loan of $1,000,000 to the Company.  Mr. Kiphart acquired the warrants for investment purposes.
 
Mr. Kiphart presently does not have plans or proposals that relate to or would result in transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, but he reserves the right to formulate such plans or proposals, and to take action with respect thereto.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)            Mr. Kiphart is the beneficial owner of 550,342 shares of common shares of the Company (which includes 6,800 shares which may be purchased upon exercise of a stock option and 100,000 shares of which may be purchased upon exercise of the warrant referenced in Item 3), representing approximately 23.8% of the outstanding common stock of the Company.
 
(b)            Mr. Kiphart has the sole power to vote and the sole power to dispose of 550,342 common shares of the Company (which includes 6,800 shares which may be purchased upon exercise of a stock option and 100,000 shares of which may be purchased upon exercise of the warrant referenced in Item 3).
 
(c)            The only transaction in the Company’s common shares that was effected by Mr. Kiphart during the past 60 days is that described in this Schedule 13D.
 
(d)            Not applicable.
 
(e)            Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Not applicable.
 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit No.
Description
 
4

 
1.
Demand Promissory Note dated October 19, 2007 in the principal amount of $1,000,000 executed by Nature Vision, Inc. in favor of Richard Kiphart (previously filed as Exhibit 10.1 to the Company’s Form 8-K dated October 25, 2007).
 
2.
Warrant for the Purchase of Shares of Common Stock of Nature Vision, Inc. dated October 19, 2007 issued to Richard Kiphart (previously filed as Exhibit 10.2 to the Company’s Form 8-K dated October 25, 2007).
 
 
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:
December 10, 2007
 
/s/ Richard P. Kiphart
 
     
Richard P. Kiphart
 

 
5

-----END PRIVACY-ENHANCED MESSAGE-----