0001029574-05-000021.txt : 20120705 0001029574-05-000021.hdr.sgml : 20120704 20050204122348 ACCESSION NUMBER: 0001029574-05-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050204 DATE AS OF CHANGE: 20050204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGER STEPHEN A CENTRAL INDEX KEY: 0001087248 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 345 E 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHTFUL CORP CENTRAL INDEX KEY: 0000895095 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042842217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43897 FILM NUMBER: 05575926 BUSINESS ADDRESS: STREET 1: 1700 WESTLAKE AVENUE NORTH STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98109-3044 BUSINESS PHONE: 6175771017 MAIL ADDRESS: STREET 1: 1700 WESTLAKE AVENUE NORTH STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98109-3044 SC 13D/A 1 insightful1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 INSIGHTFUL CORPORATION _________________________________________________________________ (Name of Issuer) Common Stock, Par Value $.01 per share _________________________________________________________________ (Title of Class of Securities 45770X100 ____________________________ (CUSIP Number) Stephen A. Springer 345 E. 57th St., Suite 8A New York, New York 10022 (Phone: (212) 486-9734) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 27, 2005 _______________________ (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(b) 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 Amendment No. 1 CUSIP NO. 45770X100 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Stephen A. Springer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 664,100 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 30,400 9. SOLE DISPOSITIVE POWER 664,100 10. SHARED DISPOSITIVE POWER 30,400 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 694,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.616% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 45770X100 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Melanie A. Cissone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 725 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 725 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 725 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.006% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 45770X100 1. Name of Reporting Person SS or Identification No. of above person (optional) Ashley A. Springer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 6,800 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 6,800 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,800 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.055% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 45770X100 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Target Capital Management 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 145,025 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 145,025 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 145,025 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.172% 14. TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 1 INTRODUCTION The ownership of shares ("Shares") of common stock of the Issuer was previously reported by the Reporting Persons in a Schedule 13D filed with the Securities and Exchange Commission (the "Original Schedule 13D"). The cover pages for the Reporting Persons are hereby amended as shown in this Amendment No. 1. Items 3 and 5 are hereby amended as shown in this Amendment No. 1. All other Items remain unchanged from the Original Schedule 13D. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE PERSONS LISTED BELOW (THE "REPORTING PERSONS") SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. ITEM 3. SOURCE AND AMOUNT OF FUNDS. Item 3 is hereby amended to read as follows: The source of funds used by the Reporting Persons are personal funds of each such person with respect to the purchases of such person, except the source of funds used for the purchases by Target Capital Management were personal funds of its clients. The Reporting Persons did not borrow any funds to acquire their respective shares. The APPROXIMATE amount of funds paid for the Shares by the Reporting Persons totals $544,000 (only includes funds paid since the filing of the Original Schedule 13D). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to read as follows: (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 847,050 shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Stephen A. Springer 694,500(2) 5.616% Melanie A. Cissone 725(3) 0.006% Ashley A. Springer 6,800 0.055% Target Capital Management 145,025(4) 1.172% ---------- ------- TOTAL 847,050 6.849%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding, as reported in the Issuer's 10- Q for the quarter ended September 30, 2004, is 12,366,842 Shares (as of November 1, 2004). (2) 663,700 of such shares are held individually by Stephen A. Springer or in individual retirement accounts for Stephen A. Springer. 10,000 of such shares are held as co- trustee with A.K. Springer for Ashley A. Springer. 6,800 of such shares are held as co-trustee with A.K. Springer for Dillon K. Springer. 7,700 of such shares are held as co-trustee with A.K. Springer for Helena H. Springer. 400 of such shares are held as custodian for Dillon K. Springer. 5,900 of such shares are held jointly with Melanie A. Cissone. Note: Ashley A. Springer, Dillon K. Springer, and Helena H. Springer are children of Stephen A. Springer and A.K. Springer. Melanie A. Cissone is the spouse of Stephen A. Springer. (3) 125 of such shares are held individually by Melanie A. Cissone. 300 of such shares are held as custodian for Alex Needham, and 300 of such shares are held as custodian for Corey Needham. Does not include 5,900 shares held jointly with Stephen A. Springer. (4) Shares are held by Target Capital Management for various clients of Target Capital Management. Such shares are included in this Schedule 13D since Target Capital Management shares voting and investment power (as defined in Rule 13d-3) with respect to such shares. (b) Stephen A. Springer has sole voting and dispositive power with respect to 664,100 shares, determined as follows: 663,700 shares individually or in IRA accounts; and 400 shares held as custodian for Dillon K. Springer. Stephen A. Springer has shared voting and dispositive power with respect to 30,400 shares, determined as follows: 10,000 shares held as co-trustee with A.K. Springer for Ashley A. Springer; 6,800 shares held as co- trustee with A.K. Springer for Dillon K. Springer; 7,700 shares held as co-trustee with A.K. Springer for Helena H. Springer; and 5,900 shares held jointly with Melanie A. Cissone. Melanie A. Cissone has sole voting and dispositive power over her shares enumerated in paragraph (a). Ashley A. Springer has sole voting and dispositive power over his shares enumerated in paragraph (a). Target Capital Management has shared voting and dispositive power over its shares enumerated in paragraph (a). (c) The following purchases/sales of the Shares were effected during the past sixty days:
Price/Share (in Dollars Purchase/Sale In Number of Commissions not The Name Of* Date Shares included) Stephen A. 12/9/04 4,000 2.4852 Springer (joint 12/13/04 500 2.4458 with Melanie A. Springer) Target Capital 1/27/05 1,400 2.3436 Management 1/27/05 2,500 2.3290 1/27/05 4,000 2.30 1/28/05 2,600 2.4058 1/28/05 1,500 2.41 Dillon K. 1/25/05 500 2.50 Springer (IRA) 1/31/05 500 (sale) 2.33
* Except as otherwise noted, all of the above transactions are purchases. All transactions were effectuated through open-market purchases/sales. (d) Not applicable (e) Not applicable SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED this 4th day of February, 2005. S/Stephen A. Springer Stephen A. Springer S/Melanie A. Cissone Melanie A. Cissone S/Ashley A. Springer Ashley A. Springer TARGET CAPITAL MANAGEMENT By: s/Stephen A. Springer Stephen A. Springer