-----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, GQNnG2Rk5KDQ01gJFH0/cU2VFprb/5LbDD3Upmn79UZCHfxhMZzeh3TaRVjEOUEn 13HPQFNUEef5/YyYbSa2eA== 0001104659-09-009708.txt : 20090217 0001104659-09-009708.hdr.sgml : 20090216 20090217060507 ACCESSION NUMBER: 0001104659-09-009708 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0000022701 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 410957999 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33776 FILM NUMBER: 09606705 BUSINESS ADDRESS: STREET 1: 213 S MAIN ST CITY: HECTOR STATE: MN ZIP: 55342 BUSINESS PHONE: 3208486231 MAIL ADDRESS: STREET 1: 213 MAIN STREET STREET 2: P O BOX 777 CITY: HECTOR STATE: MN ZIP: 55342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANSON PAUL N CENTRAL INDEX KEY: 0000942097 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PO BOX 777 STREET 2: S MAIN ST CITY: HECTOR STATE: MN ZIP: 55342 BUSINESS PHONE: 3208486231 MAIL ADDRESS: STREET 1: 213 S MAIN ST STREET 2: PO BOX 777 CITY: HECTOR STATE: MN ZIP: 55342 SC 13G/A 1 a09-5660_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

Communications Systems, Inc.

(Name of Issuer)

Common Stock, $.05 Par Value

(Title of Class of Securities)

203900  10  5

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

CUSIP No. 203900  10  5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Paul N. Hanson

Not Applicable

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
117,945.995

 

6.

Shared Voting Power
1,411

 

7.

Sole Dispositive Power
117,945.995

 

8.

Shared Dispositive Power
1,411

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
119,356.995

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.39%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No. 203900  10  5

 

Item 1.

 

 

 

(a)

Name of Issuer
Communications Systems, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
10900 Red Circle Drive

Minnetonka, MN 55343

 

Item 2.

 

(a)

Name of Person Filing
Paul N. Hanson

 

(b)

Address of Principal Business Office or, if none, Residence
10900 Red Circle Drive

Minnetonka, MN 55343

 

(c)

Citizenship
Minnesota

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
203900  10  5

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3



 

CUSIP No. 203900  10  5

 

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Mr. Hanson beneficially owns 119,356.995 shares of the outstanding common stock of the Issuer, which includes:  (i) 79,737 shares of common stock owned by Mr. Hanson individually; (ii) options held by Mr. Hanson and exercisable within 60 days of December 31, 2008 to purchase 16,000 shares of common stock; (iii) 22,208.995 shares of the Issuer held by Mr. Hanson through the Communications Systems, Inc. Employee Stock Ownership Plan (“CSI ESOP”); and (iv) 1,411 shares owned by Mr. Hanson’s spouse.  Mr. Hanson is a trustee of the CSI ESOP.  As of December 31, 2008, the CSI ESOP held 604,133 shares of the Issuer based on figures provided by CSI.  Mr. Hanson disclaims any beneficial ownership of the shares of the Issuer owned by his spouse and disclaims beneficial ownership of any shares of the Issuer held by the CSI ESOP in excess of the shares allocated to his CSI ESOP account, which totaled 22,208.995 shares.

 

(b)

Percent of class:   

1.39% based on 8,579,530 shares of the Issuer’s common stock outstanding (on average) for the three month period ending September 30, 2008 as reported in the Issuer’s Form 10-Q filed November 13, 2008 and including all 119,356.995 shares that could be deemed to be beneficially owned by Mr. Hanson.  If all shares held by the CSI ESOP allocated to accounts other than that of Mr. Hanson were included in the number of shares beneficially owned by Mr. Hanson, Mr. Hanson would hold 701,281 shares of the Issuer, or 8.17% based on 8,579,530 shares of the Issuer’s common stock outstanding (on average) for the three month period ending September 30, 2008 as reported in the Issuer’s Form 10-Q filed November 13, 2008.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Sole power to vote or direct the vote:  117,945.995 (includes options held by Mr. Hanson exercisable within 60 days of December 31, 2008 to purchase 16,000 shares of common stock).

 

 

(ii)

Shared power to vote or to direct the vote    

Shared power to vote or direct the vote: 1,411 (does not include an aggregate of 581,924.005 shares of the Issuer held by the CSI ESOP and allocated to accounts other than that of Mr. Hanson)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Sole power to dispose or direct the disposition of:  117,945.995 (includes options held by Mr. Hanson exercisable within 60 days of December 31, 2008 to purchase 16,000 shares of common stock)

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Shared power to dispose or direct the disposition of:  1,411 (does not include an aggregate of 581,924.005 shares of the Issuer held by the CSI ESOP and allocated to accounts other than that of Mr. Hanson)

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

4



 

CUSIP No. 203900  10  5

 

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.

 

 

February 17, 2009

 

Date

 


/s/ Paul N. Hanson

 

Signature

 


Paul N. Hanson

 

Name/Title

 

5


-----END PRIVACY-ENHANCED MESSAGE-----