UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 8)
Insightful
Corporation
(Name of
Issuer)
Common
Stock, Par Value $0.01 per Share
(Title of
Class of Securities)
576798-10-2
(CUSIP
Number)
Samuel
Meshberg
112 Via
Capri
Palm
Beach Gardens, FL 33418-6202
(561)
630-5777
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31, 2004
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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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
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CUSIP
NO. 576798-10-2
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1 |
NAMES
OF REPORTING PERSONS |
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Samuel
Meshberg
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_]
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3 |
SEC
USE ONLY
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4 |
SOURCE
OF FUNDS |
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PF,
OO
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT |
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TO
ITEM 2(d) or 2(e)
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[_] |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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U.S.
|
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NUMBER
OF |
7 |
SOLE
VOTING POWER
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2,039,020 |
|
SHARES |
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BENEFICIALLY |
8 |
SHARED
VOTING POWER
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193,284 |
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OWNED
BY |
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EACH |
9 |
SOLE
DISPOSITIVE POWER
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2,039,020 |
|
REPORTING |
|
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|
PERSON |
10 |
SHARED
DISPOSITIVE POWER
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193,284 |
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WITH |
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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SHARES
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2,232,304 |
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12 |
CHECK
BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.91%
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14 |
TYPE
OF REPORTING PERSON |
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IN
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SCHEDULE
13D
CUSIP NO.
576798-10-2
The
Schedule 13D, dated November 18, 1993, as amended, of Samuel Meshberg is hereby
amended as set forth below.
The
information in this Amendment No. 8 is supplemental and is not a complete
restatement of the text of Schedule 13D. This Amendment No. 8 to Schedule 13D
should be read in conjunction with, and is qualified in its entirety by
reference to, Amendments Nos. 1 through 7 of this Schedule 13D.
| ITEM
2. |
IDENTITY
AND BACKGROUND. |
This
statement is being filed on behalf of Samuel Meshberg, whose address is 112 Via
Capri, Palm Beach Gardens, FL 33418-6202. Mr. Meshberg is a private investor.
Mr.
Meshberg has not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
Mr.
Meshberg has not been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities law or finding any
violations with respect to such laws during the past five years.
Mr.
Meshberg is a citizen of the United States of America.
| ITEM
4. |
PURPOSE
OF TRANSACTION. |
Effective
as of June 2, 2002 Insightful elected Mr. Meshberg as non-executive chairman of
the board of directors. In his capacity as chairman, Mr. Meshberg may from time
to time consider plans or proposals relating to: the acquisition of additional
securities of Insightful or the disposition of securities of Insightful; an
extraordinary transaction, such as a merger, reorganization or liquidation of
Insightful; a sale or transfer of a material amount of assets of Insightful or
any subsidiaries; changing the present board of directors or management of
Insightful, materially changing the present capitalization or dividend policy of
Insightful; making other material changes in Insightful’s business or corporate
structure; changing Insightful’s charter, bylaws or instruments corresponding
thereto or other actions which may affect control of Insightful; causing the
Insightful common stock to no longer be quoted on the Nasdaq SmallCap Market;
causing the Insightful common stock to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or taking any action similar to any of those enumerated
above.
Mr.
Meshberg reserves the right to purchase additional Shares or dispose of Shares
from time to time as conditions appear advantageous for doing so. Mr. Meshberg
is also eligible to participate in current and future plans and arrangements
pursuant to which Insightful directors may acquire options or purchase shares of
Insightful common stock.
Except
for such actions as may be taken in his capacity as chairman of the board of
directors of Insightful, Mr. Meshberg does not have any plans or proposals that
relate to or would result in any of the actions enumerated in Item 4 of Schedule
13D.
| ITEM
5. |
INTEREST
IN SECURITIES OF ISSUER. |
The
aggregate number and percentage of outstanding shares beneficially owned by Mr.
Meshberg (the “Reporting Person”) is set forth below.
(a) The
Reporting Person may be deemed to have sole or shared beneficial ownership with
respect to 2,232,304 Shares of common stock (including 100,000 shares subject to
stock options exercisable within 60 days of March 16, 2005), representing
beneficial ownership of approximately 17.91% based on
the number of outstanding shares reported as of November 1, 2004.
(b) The
Reporting Person has sole voting and dispositive power with respect to 2,039,020
Shares of common stock (including 100,000 shares subject to stock options
exercisable within 60 days of March 16, 2005). In addition, the Reporting Person
may be deemed to share voting and dispositive power with respect to 151,034
Shares held by family trusts of which the Reporting Person is a beneficiary
and/or co-trustee. Of these 151,034 Shares, 20,000 Shares will be distributed to
successor trusts in which the Reporting Person will have no beneficial
ownership. After this distribution, the Reporting Person will have beneficial
ownership over 131,034 Shares, representing, as previously disclosed, the
Reporting Person’s one-third interest in the 393,100 Shares previously held by a
family trust. The Reporting Person also may be deemed to share beneficial
ownership with respect to 42,250 Shares held by trusts of which he serves as
co-trustee for the benefit of his children.
(c) Not
applicable.
(d) Not
applicable.
(e) Not
applicable.
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.
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Dated:
March 21, 2005 |
/s/
Samuel Meshberg |
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Name:
Samuel Meshberg |
Attention:
International misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)