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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*(1)
Winland Electronics, Inc.
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(Name of Issuer)
Winland Electronics, Inc. Common Stock
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(Title of Class of Securities)
974241 10 1
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(CUSIP Number)
ATTN: Ralph I. Call
Dyna Technology, Inc.
225 South Cordova Avenue
LeCenter, MN 56057
(507) 357-6821
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 15, 2003
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(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 Sections 240.13d-1(e), 240.13d-1(f)
or 240.13d-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 Section 240.13d-7
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 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. 974241 10 1
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(1) As to Dyna Technology, Inc., Ralph I. Call and Nola D. Call,
this filing is the fifth amendment to the original Schedule 13D filed on
November 22, 2000.
Page 1 of 9
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1. Names of Reporting Persons:
Dyna Technology, Inc.
I.R.S. Identification Nos. of above persons (entities only):41-1854537
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds: WC (This Reporting Person's beneficial interest in the
shares as disclosed in parts 7, 8, 9 and 10 below were
purchased with Dyna Technology, Inc. working capital.)
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization: Organized under the laws of Utah
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7. Sole Voting Power 254,240
Number of
Shares ---------------------------------------------------------------
Beneficially 8. Shared Voting Power: 254,240
Owned by
Each ---------------------------------------------------------------
Reporting 9. Sole Dispositive Power 254,240
Person With
---------------------------------------------------------------
10. Shared Dispositive Power: 254,240
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 254,240
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): N/A
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13. Percent of Class Represented by Amount in Row (11) 7.714%
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14. Type of Reporting Person (See Instructions): CO
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Page 2 of 9
CUSIP No. 974241 10 1
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1. Names of Reporting Persons:
Ralph I. Call
I.R.S. Identification Nos. of above persons (entities only):N/A
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds: AF (This Reporting Person's beneficial interest in the
shares as disclosed in parts 8 and 10 below were
purchased with Dyna Technology, Inc. working capital.)
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization: USA
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7. Sole Voting Power -0-
Number of
Shares ---------------------------------------------------------------
Beneficially 8. Shared Voting Power: 254,240
Owned by
Each ---------------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With
---------------------------------------------------------------
10. Shared Dispositive Power: 254,240
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 254,240
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): N/A
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13. Percent of Class Represented by Amount in Row (11) 7.714%
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14. Type of Reporting Person (See Instructions): IN
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Page 3 of 9
CUSIP No. 974241 10 1
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1. Names of Reporting Persons:
Nola D. Call
I.R.S. Identification Nos. of above persons (entities only):N/A
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: AF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization: USA
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7. Sole Voting Power -0-
Number of
Shares ---------------------------------------------------------------
Beneficially 8. Shared Voting Power: 254,240
Owned by
Each ---------------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With
---------------------------------------------------------------
10. Shared Dispositive Power: 254,240
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 254,240
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): N/A
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 7.714%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): IN
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Page 4 of 9
ITEM 1.
(a) Name of Issuer: Winland Electronics, Inc.
(b) Address of Issuer's Principal Executive Offices: 1950 Excel Drive,
Mankato, MN 56001
ITEM 2.
i. (a) Name of Person Filing: Dyna Technology, Inc., a Utah
Corporation
(b) Business Address: 225 South Cordova Avenue,
LeCenter, MN 56057
(c) Occupation: N/A
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: N/A
ii. (a) Name of Person Filing: Ralph I. Call
(b) Address: 585 Canyon Road, Providence,
Utah 84332
(c) Occupation: President, Dyna Technology,
Inc. (Item 2i above)
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
iii. (a) Name of Person Filing: Nola D. Call
(b) Address: 585 Canyon Road, Providence,
Utah 84332
(c) Occupation: N/A
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As to Dyna Technology, Inc.: The beneficial interest of Dyna Technology,
Inc. in the shares disclosed in Item 5 below
were purchased with Dyna Technology, Inc.
working capital.
As to Ralph I. Call: Mr. Call's beneficial interest in the shares
as disclosed in Item 5 below were purchased
with Dyna Technology, Inc. working capital.
As to Nola D. Call: Mrs. Call's beneficial interest in the
shares as disclosed in Item 5 below were
purchased with Dyna Technology, Inc. working
capital. Mrs. Call disclaims any beneficial
interest in any shares of the Issuer other
than those beneficially owned by Mr. Call.
ITEM 4. PURPOSE OF TRANSACTION
State the purpose or purposes of the acquisition of securities of the issuer.
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer:
Dyna Technology, Inc. intends to acquire such additional
securities of the issuer as may be necessary to influence the
election of directors to the Board of Directors of the issuer.
Page 5 of 9
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
NONE.
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
NONE.
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
NONE.
(e) Any material change in the present capitalization or dividend policy
of the issuer;
NONE.
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
NONE.
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
NONE
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
NONE.
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
NONE.
(j) Any action similar to any of those enumerated above.
NONE.
ITEM 5.
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available filing
with the Commission by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned (identifying
those shares which
Page 6 of 9
there is a right to acquire) by each person named in Item 2. The above
mentioned information should also be furnished with respect to persons
who, together with any of the persons named in Item 2, comprise a group
within the meaning of Section 13(d)(3) of the Act:
Dyna Technology, Inc.: 254,240 shares/ 7.714% which are held by it
directly.
Ralph I. Call: Beneficial ownership of 254,240 shares/
7.714% by reason of his Directorship and
controlling interest in Dyna Technology,
Inc.
Nola D. Call: Beneficial ownership of 254,240 shares/
7.714% by reason of her controlling interest
in Dyna Technology, Inc.
All Reporting Persons, Aggregated: 254,240 shares/ 7.714%.
The shares reported in response to this paragraph resulted from the
following dispositions made by Dyna Technology, Inc. This Schedule
13D is being filed earlier than required as to dispositions made by
Dyna Technology, Inc. on December 22, 23, and 24, 2003, and
accurately reflects the number of shares held by Dyna Technology,
Inc. as of the close of business on December 26, 2003.
DATE SHARES SOLD PRICE/SHARE REMAINING SHARES HELD
---- ----------- ----------- ---------------------
December 15, 2003 55,900 $5.50 348,900
December 16, 2003 22,500 $5.50 326,400
December 17, 2003 13,600 $5.05 345,440(2)
December 18, 2003 4,100 $5.05 341,340
December 19, 2003 12,000 $5.05 329,340
December 22, 2003 8,200 $5.05 321,140
December 23, 2003 8,900 $5.05 312,240
December 23, 2003 3,500 $5.10 308,740
December 24, 2003 54,500 $5.05 254,240
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote
or to dispose or direct the disposition is shared:
Dyna Technology, Inc.: Sole Power to Vote: 254,240
Shared Power to Vote: 254,240
Sole Power to Dispose: 254,240
Shared Power to Dispose: 254,240
----------
(2) Calculated by taking into account the 1 for 10 split declared by
the Company.
Page 7 of 9
Ralph I. Call: Sole Power to Vote: -0-
Shared Power to Vote: 254,240
Sole Power to Dispose: -0-
Shared Power to Dispose: 254,240
Nola D. Call: Sole Power to Vote: -0-
Shared Power to Vote: 254,240
Sole Power to Dispose: -0-
Shared Power to Dispose: 254,240
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent filing
of Schedule 13D (Section 240.13d-191), whichever is less, by the persons
named in response to paragraph (a).
NONE
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: (1) the identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved; (4) the price per
share or unit; and (5) where and how the transaction was effected.
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan, pension fund or
endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
N/A
Instruction. For computations regarding securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1) and the note
thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into.
Include such information for any of the securities that are pledged or
otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities
except that disclosure of standard default and similar provisions
contained in loan agreements need not be included.
Page 8 of 9
The sole stockholders of Dyna Technology, Inc. are Ralph I. Call and Nola
D. Call, 585 Canyon Road, Providence, UT 84332. Mr. Call is also the
President and Chief Executive Officer of Dyna Technology, Inc. and serves
on its Board of Directors.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by
Section 240.13d-1(k) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to: (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3; (2)
the acquisition of issuer control, liquidation, sale of assets, merger, or
change in business or corporate structure or any other matter as disclosed
in Item 4; and (3) the transfer or voting of the securities, finder's
fees, joint ventures, options, puts, calls, guarantees of loans,
guarantees against loss or of profit, or the giving or withholding of any
proxy as disclosed in Item 6.
NONE.
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, complete and correct.
December 26, 2003
------------------------------------------------
Date
Dyna Technology, Inc.
By: /s/ Ralph I. Call
---------------------------------------------
Signature
Ralph I. Call
------------------------------------------------
Its: President
------------------------------------------------
Name/Title
By: /s/ Ralph I. Call
---------------------------------------------
Signature
Ralph I. Call, Director, President and
------------------------------------------------
controlling stockholder of Dyna Technology, Inc.
------------------------------------------------
Name/Title
By: /s/ Nola D. Call
---------------------------------------------
Signature
Nola D. Call, controlling stockholder
------------------------------------------------
of Dyna Technology, Inc.
------------------------------------------------
Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 9 of 9