- Statement of Ownership (SC 13G)
June 11 2010 - 4:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
|
MFRI,
INC.
|
(Name
of Issuer)
|
|
Common
Stock
|
(Title
of Class of Securities)
|
|
552721102
|
(CUSIP
Number)
|
|
May
27, 2010
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
* 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).
(Continued
on following page(s))
Page 1 of
9 Pages
CUSIP
NO.
552721102
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perritt
Capital Management, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(b)
£
Not
Applicable
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
50,500
|
6
|
SHARED
VOTING POWER
309,665
(1)
|
7
|
SOLE
DISPOSITIVE POWER
50,500
|
8
|
SHARED
DISPOSITIVE POWER
309,665
(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,165
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS
)
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
(1)
|
Represents
shares beneficially owned by Perritt MicroCap Opportunities Fund, Inc. and
Perritt Funds, Inc. (see Item
2(a)).
|
(2)
|
The
percent ownership calculated is based upon an aggregate of 6,836,433
shares outstanding as of April 8,
2010.
|
Page 2 of
9 Pages
CUSIP
NO.
552721102
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perritt
MicroCap Opportunities Fund, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
Not
Applicable
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
70,000
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
70,000
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS
)
o
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
(1)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
|
(1)
|
The
percent ownership calculated is based upon an aggregate of 6,836,433
shares outstanding as of April 8,
2010.
|
Page 3 of
9 Pages
CUSIP
No. 552721102
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perritt
Funds, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
Not
Applicable
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
239,665
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
239,665
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,665
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS
)
o
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5%
(1)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
|
(1)
|
The
percent ownership calculated is based upon an aggregate of 6,836,433
shares outstanding as of April 8,
2010.
|
Page 4 of
9 Pages
CUSIP
No. 552721102
Item
1(a).
|
Name of
Issuer:
MFRI,
Inc.
|
|
|
Item
1(b).
|
Address of Issuer’s
Principal Executive Offices:
7720
North Lehigh Avenue
Niles,
IL 60714
|
|
|
Item
2(a).
|
Name of Person
Filing:
The
persons filing this Schedule 13G are (i) Perritt Capital Management, Inc.,
an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940; (ii) Perritt MicroCap Opportunities Fund, Inc., an
investment company registered under the Investment Company Act of 1940;
and (iii) Perritt Funds, Inc., an investment company registered under the
Investment Company Act of 1940. Perritt Capital Management,
Inc. is the investment adviser to Perritt MicroCap Opportunities Fund,
Inc. and its sole series, Perritt MicroCap Opportunities Fund, and to
Perritt Funds, Inc. and its sole series, Perritt Emerging Opportunities
Fund. Attached as Exhibit 1 hereto, which is incorporated
by reference herein, is an agreement between Perritt Capital Management,
Inc., Perritt MicroCap Opportunities Fund, Inc. and Perritt Funds, Inc.
that this Schedule 13G is filed on behalf of each of them.
|
|
|
Item
2(b).
|
Address of Principal
Business Office or, if none, Residence:
300
South Wacker Drive, Suite 2880
Chicago,
IL 60606
|
|
|
Item
2(c).
|
Citizenship:
Perritt
Capital Management, Inc. is an Illinois corporation.
Perritt
MicroCap Opportunities Fund, Inc. is a Maryland corporation.
Perritt
Funds, Inc. is a Maryland corporation.
|
|
|
Item
2(d).
|
Title of Class of
Securities:
Common
Stock
|
|
|
Item
2(e).
|
CUSIP
Number:
552721102
|
Page 5 of
9 Pages
CUSIP
No. 552721102
Item
3.
|
If this statement is
filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
T
Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
T
An
investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
|
|
|
Item
4.
|
Ownership
Perritt Capital
Management, Inc.
(a) Amount
Beneficially Owned:
360,165
(b)
Percent of
Class: 5.3
%
(c) Number
of shares as to which such person has:
(i)
sole power to vote or to direct
the vote:
50,500
(ii)
shared power to vote or to direct
the vote:
309,665
(iii)
sole power to dispose or to
direct the disposition of:
50,500
(iv) shared
power to dispose or to direct the disposition of:
309,665
|
|
|
|
Perritt MicroCap
Opportunities Fund, Inc.
(a) Amount
Beneficially Owned: 70,000
(b) Percent
of Class: 1.0%
(c) Number
of shares as to which such person has:
(i)
sole power to vote or to direct
the vote:
-0-
(ii)
shared power to vote or to direct
the vote:
70,000
(iii)
sole power to dispose or to
direct the disposition of:
-0-
(iv) shared
power to dispose or to direct the disposition of:
70,000
|
|
|
|
Perritt Funds,
Inc.
(a) Amount
Beneficially Owned: 239,665
(b) Percent
of Class: 3.5%
(c) Number
of shares as to which such person has:
(i)
sole power to vote or to direct
the vote:
-0-
(ii)
shared power to vote or to direct
the vote:
239,665
(iii)
sole power to dispose or to
direct the disposition of:
-0-
(iv) shared
power to dispose or to direct the disposition of:
239,665
|
Page 6 of
9 Pages
CUSIP
No. 552721102
Item
5
.
|
Ownership of Five
Percent or Less of a Class
.
N/A
|
|
|
Item
6
.
|
Ownership of More than
Five Percent on Behalf of Another Person
.
N/A
|
|
|
Item
7
.
|
Identification and
Classification of the Subsidiary Which Acquired
the Security Being
Reported on By the Parent Holding Company
.
N/A
|
|
|
Item
8
.
|
Identification and
Classification of Members of the Group
.
N/A
|
|
|
Item
9
.
|
Notice of Dissolution
of Group
.
N/A
|
|
|
Item
10
.
|
Certification
.
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and 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.
|
Exhibits
.
1. Agreement
to file Schedule 13G jointly.
|
Page 7 of
9 Pages
CUSIP
No. 552721102
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.
Date: June
11, 2010
PERRITT
CAPITAL MANAGEMENT, INC.
By:
/s/ Michael J.
Corbett
Michael
J. Corbett, Vice President
PERRITT
MICROCAP OPPORTUNITIES FUND, INC.
By:
/s/ Michael J.
Corbett
Michael
J. Corbett, President
PERRITT
FUNDS, INC.
By:
/s/ Michael J.
Corbett
Michael
J. Corbett, President
Page 8 of
9 Pages
CUSIP
No. 552721102
Exhibit
1
AGREEMENT
AGREEMENT,
dated as of June 11, 2010, by and among Perritt Capital Management, Inc., an
Illinois corporation, Perritt MicroCap Opportunities Fund, Inc., a Maryland
corporation, and Perritt Funds, Inc., a Maryland corporation.
WHEREAS,
in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the
“Act”), only one such statement need be filed whenever two or more persons are
required to file a statement pursuant to Section 13(d) of the Act with respect
to the same securities, provided that said persons agree in writing that such
statement is filed on behalf of each of them.
NOW,
THEREFORE, in consideration of the premises and mutual agreements herein
contained, the parties hereto agree as follows:
Perritt
Capital Management, Inc., Perritt MicroCap Opportunities Fund, Inc. and Perritt
Funds, Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to
file one statement on Schedule 13G relating to their ownership of the Common
Stock of MFRI, Inc. and hereby further agree that said statement shall be filed
on behalf of Perritt Capital Management, Inc., Perritt MicroCap Opportunities
Fund, Inc. and Perritt Funds, Inc. Nothing herein shall be deemed to
be an admission that the parties hereto, or any of them, are members of a
“group” (within the meaning of Section 13(d) of the Act and the rules
promulgated thereunder) with respect to any securities of MFRI,
Inc.
IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first
written above.
PERRITT
CAPITAL MANAGEMENT, INC.
By:
/s/ Michael J.
Corbett
Michael
J. Corbett, Vice President
PERRITT
MICROCAP OPPORTUNITIES FUND, INC.
By:
/s/ Michael J.
Corbett
Michael
J. Corbett, President
PERRITT
FUNDS, INC.
By:
/s/ Michael J.
Corbett
Michael
J. Corbett, President
Page 9 of
9 Pages
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