0000950124-01-503540.txt : 20011019
0000950124-01-503540.hdr.sgml : 20011019
ACCESSION NUMBER: 0000950124-01-503540
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011015
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: IMAGE SENSING SYSTEMS INC
CENTRAL INDEX KEY: 0000943034
STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829]
IRS NUMBER: 411519168
STATE OF INCORPORATION: MN
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56343
FILM NUMBER: 1758550
BUSINESS ADDRESS:
STREET 1: 500 SPRUCE TREE CENTRE
STREET 2: 1600 UNIVERSITY AVE
CITY: ST PAUL
STATE: MN
ZIP: 55104-3825
BUSINESS PHONE: 6126429904
MAIL ADDRESS:
STREET 1: 500 SPRUCE TREE CENTRE
STREET 2: 1600 UNIVERSITY AVE W.
CITY: ST PAUK
STATE: MN
ZIP: 55104
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PAPAPANOUS BETTY P
CENTRAL INDEX KEY: 0001160632
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 500 SPRUCE TREE CENTRE
STREET 2: 1600 UNIVERSITY AVE WEST
CITY: ST PAUL
STATE: MN
ZIP: 55104-3825
BUSINESS PHONE: 6126037700
MAIL ADDRESS:
STREET 1: 500 SPRUCE TREE CENTRE
STREET 2: 1600 UNIVERSITY AVE WEST
CITY: ST PAUL
STATE: MN
ZIP: 55104-3825
SC 13D
1
c65401bpsc13d.txt
SCHEDULE 13D
1
SCHEDULE 13D
(RULE 13d-101)
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, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Image Sensing Systems, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
45244C 10 4
--------------------------------------------------------------------------------
(CUSIP Number)
Betty P. Papapanou
2483 Albert Street N.
Roseville, MN 55113
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 7, 2000
--------------------------------------------------------------------------------
(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 which 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 /X/.
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).
2
CUSIP NO. 45244C 10 4 13D PAGE 2 OF 5 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Betty P. Papapanou
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
737,368
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
737,368
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
737,368
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
3
Page 3 or 5
ITEM 1. SECURITY AND ISSUER
Common Stock, $.01 par value
Image Sensing Systems, Inc.
500 Spruce Tree Centre
1600 University Avenue North
St. Paul, Minnesota 55104-3825
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Betty P. Papapanou
(b) Residence or Business Address: 2483 Albert Street N.,
Roseville MN 55113
(c) Present Principal Occupation: Consultant
(d) Convictions in the last 5 years: None
(e) Securities law violations in the last 5 years: None
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All funds used for the original acquisition of the shares from the
Issuer (including those shares transferred to the reporting person
pursuant to the divorce decree described in Item 4) were personal
investment funds and no sums were borrowed from any source to make
these acquisitions.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to a divorce decree dated June 7, 2000, the reporting person
received 655,291 shares and options to purchase 57,000 shares from her
ex-husband.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate number of shares: 680,368 shares and the right to
purchase 57,000 shares of Common Stock, $.01 par value
Percentage: 23.5%
(b) Number of shares with sole voting power: -0-; number of shares
with sole dispositive power: 737,368
(c) N/A
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the divorce decree, reporting person has agreed to vote the
shares received by her pursuant to the divorce decree and held in her
name in accordance with the recommendations of the majority of the
board of directors of Issuer, unless her ex-husband (Panos
Michalopoulos) releases her from this obligation with respect to a
specific proposal.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Portions of the divorce decree dated June 7, 2000, relating
to the transfer and voting of shares
4
Page 4 of 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and complete
and correct.
Dated: September 6, 2001
/s/ Betty P. Papapanou
----------------------
Betty P. Papapanou
THIS FILING WAS MADE SOLELY TO CORRECT AN ELECTRONIC FILING ERROR WHICH
SUBMITTED INCORRECT PAGES.
5
EXHIBIT INDEX
Exhibit Letter Description of Exhibit
A Portions of the divorce decree dated June 7, 2000
relating to transfer and voting of shares
EX-99.A
3
c65401bpex99-a.txt
PORTIONS OF THE DIVORCE DECREE DATED JUNE 7, 2000
1
EXHIBIT A
Schedule 13D
Filer: Betty P. Papapanou
ITEM 7: Portions of divorce decree dated June 7, 2000, relating to
the transfer and voting of shares of Image Sensing Systems,
Inc. [Betty P. Papapanou, Petitioner]:
9.4 Image Sensing Systems, Inc. Common Stock. Petitioner is
awarded all right, title and interest in and to one-half of
the 1,362,417 shares of Image Sensing Systems, Inc. Common
Stock owned by the parties, or a total of 681,208(1) shares of
such stock. Said stock shall be transferred in such a manner
as to provide each of the parties with an equal cost basis in
the stock each receives.
9.5 Image Sensing Systems, Inc. Stock Options. Petitioner is
awarded all right, title and interest in and to one-half of
the 114,000 options to purchase Image Sensing Systems, Inc.
stock at $3.958 per share, currently owned by the parties,
divided in such a manner to provide each party with an equal
number of options with equal potential value at transfer.
If these options can be assigned, transferred or
otherwise immediately transferred to Petitioner, then
Respondent shall cooperate to do so. In the event the options
cannot be assigned or otherwise transferred, then Respondent
shall hold the options in constructive trust for Petitioner's
benefit, subject to the following conditions:
9.5.1 Within ten (10) days of receipt of
written notice, Respondent shall take the necessary
steps to exercise any of the above options at
Petitioner's request.
9.5.2 Respondent's exercise of the options
shall be subject to any applicable legal or
contractual restrictions on the exercise.
9.5.3 In the event there is a cost to
exercise the options, then Petitioner shall provide
the necessary funds to Respondent prior to Respondent
actually exercising the options.
9.5.4 Petitioner shall report the ordinary
income and/or capital gains from the receipt or
exercise of these options on her income tax returns
and shall notify the IRS of the inconsistent
treatment of gains/income.
9.6 Voting Agreement. Petitioner shall vote the stock she
receives pursuant to paragraphs 9.4 and 9.5 hereof consistent
with the recommendations of the majority of the Board of
Directors of Image Sensing Systems, Inc., unless Respondent
agrees in writing that she need not so vote on a specific
proposal. Petitioner shall certify to Respondent in writing
(at least five business days prior to the voting deadline)
that she has voted her shares in compliance with this
provision at the time she votes on each proposal. Petitioner
shall authorize Respondent in writing to verify with the
Transfer Agent or the Corporation that she has voted in
compliance with this provision.
--------
(1) Subsequent to the divorce decree, number of shares was clarified to denote
that 655,291 were transferred from Panos Michalopoulos to Petitioner, resulting
in total ownership by Petitioner of 680,368.