-----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, N0Fi6fPdvf9JxPuLiz00pbmRNr8N3MYrUfa1hy6GhvG+wu7jiOKA3t3lmMOkANq4 ge9Izlfa+b2uuMby3hq8wQ== 0001029574-06-000018.txt : 20060425 0001029574-06-000018.hdr.sgml : 20060425 20060425142800 ACCESSION NUMBER: 0001029574-06-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060425 DATE AS OF CHANGE: 20060425 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: 06777611 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 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 SC 13D/A 1 springer2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2 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) April 7, 2006 _______________________ (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. 2 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 617,140 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 24,000 9. SOLE DISPOSITIVE POWER 617,140 10. SHARED DISPOSITIVE POWER 24,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 641,140 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.110% 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 600 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 600 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.005% 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 -0- BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.000% 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 61,175 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 61,175 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,175 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.488% 14. TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 2 INTRODUCTION The ownership of shares ("Shares") of common stock of the Issuer was previously reported by Stephen A. Springer and other Reporting Persons in a Schedule 13D filed with the Securities and Exchange Commission, as amended by a Schedule 13D Amendment No. 1 filed with the Securities and Exchange Commission. The cover pages for the Reporting Persons are hereby amended as shown in this Amendment No. 2. Item 5 is hereby amended as shown in this Amendment No. 2. All other Items remain unchanged from the previous Schedule 13D, as amended. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY 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 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 702,905 shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Stephen A. Springer 641,140(2) 5.110% Melanie A. Cissone 600(3) 0.005% Target Capital Management 61,175(4) 0.488% ---------- ------- TOTAL 702,905 5.603%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 12,545,891. (2) 617,140 of such shares are held in individual retirement accounts for Stephen A. Springer and/or Melanie A. Cissone. 10,000 of such shares are held as co-trustee with A.K. Springer for Ashley A. Springer. 6,300 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. 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) 300 of such shares are held as custodian for Alex Needham, and 300 of such shares are held as custodian for Corey Needham. (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 617,140 held in IRA accounts. Stephen A. Springer has shared voting and dispositive power with respect to 24,000 shares, determined as follows: 10,000 shares held as co- trustee with A.K. Springer for Ashley A. Springer; 6,300 shares held as co-trustee with A.K. Springer for Dillon K. Springer; and 7,700 shares held as co-trustee with A.K. Springer for Helena H. Springer. Melanie A. Cissone has sole voting and dispositive power over her shares enumerated in paragraph (a). Target Capital Management has shared voting and dispositive power over its shares enumerated in paragraph (a). (c) The following sales of the Shares were effected during the past sixty days:
Price/Share (in Dollars Sale In The Name Number of Commissions not Of* Date Shares included) Stephen A. 3/3/06 9,000 3.04 Springer 3/3/06 15,000 3.00 3/8/06 16,500 3.05 3/8/06 500 3.06 3/22/06 100 3.03 3/22/06 300 3.02 Target Capital 3/3/06 6,000 3.04 Management 3/3/06 3,200 3.10 3/3/06 800 3.14 3/28/06 1,850 2.95 3/28/06 1,850 3.00 3/28/06 200 3.01 3/28/06 100 3.02 4/6/06 40,950 2.80 4/6/06 500 2.81 4/6/06 100 2.84 4/6/06 200 2.85 4/7/06 18,000 2.80 4/7/06 2,000 2.81 Melanie A. 3/22/06 125 3.02 Cissone Ashley A. 3/22/06 400 3.03 Springer 3/22/06 200 3.04
All transactions were effectuated through open-market 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 25th day of April, 2006. S/Stephen A. Springer Stephen A. Springer S/Melanie A. Cissone Melanie A. Cissone TARGET CAPITAL MANAGEMENT By: s/Stephen A. Springer Stephen A. Springer -----END PRIVACY-ENHANCED MESSAGE-----