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.