UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Reality Interactive ----------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------- (Title of Class of Securities) 756048-10-4 ---------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement /__/. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item l; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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). SEC 1745 (2/92) Page 1 of 6 pagesCUSIP No. 756048-10-4 13G Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Perkins Capital Management, Inc. IRS ID No.: 41-1501962 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION 730 East Lake Street, Wayzata, MN 55391-1769 5 SOLE VOTING POWER NUMBER OF 290,750 SHARES 6 SHARED VOTING POWER 0 BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 2,105,750 EACH REPORTING PERSON 8 SHARED DISPOSITIVE POWER 0 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,555,750 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.3% 12 TYPE OF REPORTING PERSON* IA SEC 1745 (2/92) Page 2 of 6 pages
CUSIP No. 756048-10-4 13G Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Perkins Opportunity Fund IRS ID No.: 13-3682185 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION A Massachusetts Business Trust 5 SOLE VOTING POWER NUMBER OF 0 (Refer to page 2 of 6, Item 5) SHARES 6 SHARED VOTING POWER 0 BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 0 (Refer to page 2 of 6, Item 7) EACH REPORTING PERSON 8 SHARED DISPOSITIVE POWER 0 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 550,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12 TYPE OF REPORTING PERSON* IC SEC 1745 (2/92) Page 3 of 6 pages
CUSIP No. 756048-10-4 13G Page 4 of 6 Pages Item 1. (a) Name of Issuer Reality Interactive (b) Address of Issuer's Principal Executive Offices 11200 West 78th Street, Suite 300, Eden Prairie, MN 55344 Item 2. (a) Name of Person Filing Perkins Capital Management, Inc., a Minnesota Corporation The Perkins Opportunity Fund, a Massachusetts Business Trust (b) Address of Principal Business Office or, if none, Residence 730 East Lake Street Wayzata, MN 55391-1769 (c) Citizenship Minnesota Corporation (d) Title of Class of Securities Common Stock (e) CUSIP Number 756048-10-4 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) /__/ Broker or Dealer registered under Section 15 of the Act (b) /__/ Bank as defined in section 3(a)(6) of the Act (c) /__/ Insurance Company as defined in section 3(a)(19) of the act (d) /X_/ Investment Company registered under section 8 of the Investment Company Act The Perkins Opportunity Fund is a series of Professionally Managed Portfolios, a registered open end investment company. (e) /X_/ Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 Perkins Capital Management, Inc. is a Registered Investment Adviser and serves as Investment Adviser to The Perkins Opportunity Fund, including voting and dispositive power with respect to The Perkins Opportunity Fund's portfolio holdings. SEC 1745 (2/92) Page 4 of 6 pages
CUSIP No. 756048-10-4 13G Page 5 of 6 Pages (f) /__/ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 240.13d-l(b)(l)(ii)(F) (g) /__/ Parent Holding Company, in accordance with 240.13d-l(b)(ii)(G) (Note: See Item 7) (h) /__/ Group, in accordance with 240.13d-l(b)(l)(ii)(H) Item 4. Ownership If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-l(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned The amount beneficially owned is 2,105,750 shares of common stock. This includes 808,350 shares of common owned by the clients of Perkins Capital Management, Inc., and 747,400 warrants, exercisable within 60 days, held for the clients of Perkins Capital Management, Inc., 275,000 shares of common stock owned by The Perkins Opportunity Fund, and 275,000 warrants exercisable within 60 days, held by The Perkins Opportunity Fund. Perkins Capital Management, Inc. disclaims beneficial interest in The Perkins Opportunity Fund shares. (b) Percent of Class 45.1%. This includes a percentage of class of 33.3% by clients of Perkins Capital Management, Inc. and 11.8% by The Perkins Opportunity Fund. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote Perkins Capital Management, Inc. has the sole power to vote 290,750 common shares, including the 275,000 common shares owned by The Perkins Opportunity Fund. (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of Perkins Capital Management, Inc. has the sole power to dispose of 2,105,750 common shares (includes 1,022,400 warrants exercisable within 60 days). (iv) shared power to dispose or to direct the disposition of 0 SEC 1745 (2/92) Page 5 of 6 pages
CUSIP No. 756048-10-4 13G Page 6 of 6 Pages Item 5. Ownership of Five Percent or Less of a Class Not applicable. 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 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 acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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 9, 1996 ---------------------------------------- By /s/ Bradley A. Erickson ---------------------------------------- Signature Bradley A. Erickson, Vice President & COO ----------------------------------------- Name/Title SEC 1745 (2/92) Page 6 of 6 pages
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1) This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "ACT") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G as appropriate and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that to the best of their knowledge and belief they each satisfy the requirements for making a joint filing under Rule 13d-1. December 9, 1996 /s/ Bradley A. Erickson /s/ Steven J. Paggioli - --------------------------- -------------------------- Perkins Capital Management, Inc. Perkins Opportunity Fund Series Bradley A. Erickson Professionally Managed Portfolio Steven J. Paggioli