UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
IMAGE SENSING SYSTEMS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
45244C 10 4
--------------------------------------------------------------------------------
(CUSIP Number)
WITH A COPY TO:
Panos G. Michalopoulos Amy Schneider
500 Spruce Tree Centre Dorsey & Whitney LLP
1600 University Ave. N. 50 S. Sixth St., Suite 1500
St. Paul, MN 55104 Minneapolis, MN 55402
(651) 603-7700 (612) 340-2971
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
CUSIP NO. 45244C 10 4
1. Names of reporting persons:
DR. PANOS G. MICHALOPOULOS
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ ]
3. SEC use only:
4. Source of funds: PF
5. Check 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 beneficially owned by each reporting person with:
7. Sole voting power: 336,298(1)
8. Shared voting power: 182,336(2)
9. Sole dispositive power: 336,298(1)
10. Shared dispositive power: 182,336(2)
11. Aggregate amount beneficially owned by each reporting person:
518,634
12. Check if the aggregate amount in Row (11) excludes certain shares: [ ]
13. Percent of class represented by amount in Row (11):
13.93%
14. Type of reporting person: IN
------------------------------
(1) Includes a stock option to acquire 36,000 shares of common stock which Dr.
Michalopoulos may purchase within 60 days at a price of $3.10 per share
pursuant to the Non-Incentive Stock Option Agreement, dated September 20,
2002, between Dr. Michalopoulos and Image Sensing Systems, Inc., a stock
option to acquire 6,000 shares of common stock which Dr. Michalopoulos may
purchase within 60 days at a price of $7.50 per share pursuant to the
Non-Incentive Stock Option Agreement, dated May 10, 2000, between Mr.
Michalopoulos and Image Sensing Systems, Inc., and 294,298 shares held by
Transatlantic Emporium & Technology Exchange L.L.C., a corporation wholly
owned by Dr. Michalopoulos.
(2) Includes 182,366 shares of common stock held by Ms. Betty Papapanou (the
former spouse of Dr. Michalopoulos). Pursuant to an agreement between Ms.
Papapanou and Dr. Michalopoulos, Ms. Papapanou will vote all such shares
consistent with the recommendations of the majority of the Board of
Directors of the Issuer, unless Dr. Michalopoulos agrees in writing that she
need not so vote in respect to a particular proposal. Dr. Michalopoulos
disclaims beneficial interest in respect to Ms. Papapanou's shares.
CUSIP NO. 45244C 10 4
1. Names of reporting persons:
TRANSATLANTIC EMPORIUM & TECHNOLOGY EXCHANGE L.L.C.
I.R.S. Identification No. of Above Entity
20-0478877
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ ]
3. SEC use only:
4. Source of funds: OO
5. Check if disclosure of legal proceedings is required pursuant to [ ]
Items 2(d) or 2(e):
6. Citizenship or place of organization:
DELAWARE LIMITED LIABILITY COMPANY
Number of shares beneficially owned by each reporting person with:
7. Sole voting power: 0
8. Shared voting power: 294,298
9. Sole dispositive power: 0
10. Shared dispositive power: 294,298
11. Aggregate amount beneficially owned by each reporting person:
294,298
12. Check if the aggregate amount in Row (11) excludes certain shares: [ ]
13. Percent of class represented by amount in Row (11):
7.9%
14. Type of reporting person: OO - LIMITED LIABILITY COMPANY
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 Schedule 13D (the "SCHEDULE 13D") relates to the Common
Stock, CUSIP 45244C 10 4, of Image Sensing Systems, Inc., a Minnesota
corporation (the "ISSUER"). The address of the principal executive offices of
the Issuer is 500 Spruce Tree Centre, 1600 University Avenue North, Saint Paul,
Minnesota 55104.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This joint filing statement is being filed by Dr. Panos G.
Michalopoulos, a citizen of the United States of America, and
Transatlantic Emporium & Technology Exchange L.L.C., a Delaware limited
liability company ("TRANSATLANTIC"). Dr. Michalopoulos and
Transatlantic are each sometimes referred to as a Reporting Person and,
collectively, referred to as Reporting Persons.
The principal employment of Dr. Michalopoulos is Professor, Department
of Civil Engineering, University of Minnesota, and Director, Image
Sensing Systems, Inc. The principal business address of Dr.
Michalopoulos is 500 Spruce Tree Centre, 1600 University Avenue North,
Saint Paul, Minnesota 55104.
Dr. Michalopoulos also controls Transatlantic, and owns 100% of the
outstanding interest in Transatlantic. The principal business address
of Transatlantic is 715 Fairfield Circle, Minnetonka, Minnesota 55305.
(d)-(e) During the last five years, no Reporting Person, and to the best
knowledge of the Reporting Persons, no director or executive officer of
any Reporting Person has been convicted in a criminal proceeding
(excluding traffic violations or other similar misdemeanors) or has
been a party to a civil proceeding of a judicial administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or other final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) Dr. Michalopoulos is a citizen of the United States of America.
Transatlantic is a Delaware limited liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Dr. Michalopoulos used personal funds to purchase the shares of Common Stock of
the Issuer that he holds directly, and will use personal funds to purchase
shares of Common Stock of the Issuer if he exercises his right to do so pursuant
to the Non-Incentive Stock Option Agreement, dated September 20, 2002 between
Dr. Michalopoulos and Image Sensing Systems, Inc. to purchase up to an
additional 36,000 shares of Common Stock of the Issuer at an exercise price of
$3.10 per share and/or the Non-Incentive Stock Option Agreement, dated May 10,
2000 between Dr. Michalopoulos and Image Sensing Systems, Inc. to purchase up to
an additional 6,000 shares of Common Stock of the Issuer at an exercise price of
$7.50 per share.
Transatlantic acquired the shares of Common Stock of the Issuer held by it
pursuant to Dr. Michalopoulos's transfer of his direct ownership interest in the
Issuer to Transatlantic.
ITEM 4. PURPOSE OF TRANSACTION
All of the shares of Common Stock acquired by the Reporting Persons were
acquired and are held for investment purposes. Dr. Michalopoulos is also a
director of the Issuer and has served as a director since 1984. Directors of the
Issuer are elected annually by the stockholders of the Issuer.
Other than as described above, none of the Reporting Persons currently have any
plans or proposals which relate to, or may result in, any of the matters listed
in Items 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) As of the close of business on August 31, 2006, Dr. Michalopoulos
beneficially owned 518,634 shares of Common Stock of the Issuer,
constituting 13.93% of the shares outstanding. Dr. Michalopoulos has
sole voting and dispositive power with respect to 336,298 shares, and
shared voting and dispositive power with respect to 182,336 shares.
As of the close of business on August 31, 2006, Transatlantic
beneficially owned 294,298 shares of Common Stock of the Issuer,
constituting 7.9% of the shares outstanding. Transatlantic shares
voting and dispositive power with respect to all 294,298 shares
beneficially owned by it.
The aggregate percentage of shares of Common Stock of the Issuer
reported owned by each of the Reporting Persons herein is based upon
3,723,704 shares of Common Stock outstanding, which is the total number
of shares of the Issuer's Common Stock outstanding as of July 25, 2006
as reported in the Issuer's Form 10-Q for the quarter ended June 30,
2006, filed on August 9, 2006.
(c) Except as described herein, in the past 60 days, none of the Reporting
Persons have effected any transactions in respect to these shares of
Common Stock.
(d), (e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Dr. Michalopoulos holds an option to purchase 36,000 shares of Common Stock of
the Issuer at an exercise price of $3.10 per share, pursuant to the terms of the
Non-Incentive Stock Option Agreement, dated September 20, 2002. A copy of the
option agreement is attached hereto as Exhibit 2.
Dr. Michalopoulos holds an option to purchase 6,000 shares of Common Stock of
the Issuer at an exercise price of $7.50 per share, pursuant to the terms of the
Non-Incentive Stock Option Agreement, dated May 10, 2000. A copy of the option
agreement is attached hereto as Exhibit 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated August 31, 2006, between Panos
Michalopoulos and Transatlantic Emporium & Technology Exchange
L.L.C.
Exhibit 2 Non-Incentive Stock Option Agreement, dated September 20,
2002, between Panos Michalopoulos and Image Sensing Systems,
Inc.
Exhibit 3 Non-Incentive Stock Option Agreement, dated May 10, 2000,
between Panos Michalopoulos and Image Sensing Systems, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: August 31, 2006
/s/ Panos Michalopoulos
-------------------------------------
Panos Michalopoulos
TRANSATLANTIC EMPORIUM & TECHNOLOGIES
EXCHANGE L.L.C.
/s/ Panos Michalopoulos
-------------------------------------
Panos Michalopoulos
Owner
INDEX TO EXHIBITS
Exhibit 1 Joint Filing Agreement, dated August 31, 2006, between Panos
Michalopoulos and Transatlantic Emporium & Technology Exchange
L.L.C.
Exhibit2 Non-Incentive Stock Option Agreement, dated September 20,
2002, between Panos Michalopoulos and Image Sensing Systems,
Inc.
Exhibit 3 Non-Incentive Stock Option Agreement, dated May 10, 2000,
between Panos Michalopoulos and Image Sensing Systems, Inc.