SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
MicroFinancial Incorporated
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
595072 1 09
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] 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 disclosures provided in a prior cover page.
The information required on 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 (the "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. 595072 1 09 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Torrence C. Harder
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_] (b) [_]
Not Applicable.
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America.
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,475,184
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 276,045
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,475,184
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 276,045
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,751,229
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [-]
(SEE INSTRUCTIONS)
Not Applicable.
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 13.1% (1)
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--
(1) Based on 13,183,916 shares of MicroFinancial Incorporated's Common Stock
outstanding as of the report filed on Form 10-Q on November 15, 2004
CUSIP No. 595072 1 09 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
MicroFinancial Incorporated
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Item 1(b). Address of Issuer's Principal Executive Offices:
10-M Commerce Way, Woburn, MA 01801
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Item 2(a). Name of Person Filing:
Torrence C. Harder
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Item 2(b). Address of Principal Business Office, or if None, Residence:
10-M Commerce Way, Woburn, MA 01801
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Item 2(c). Citizenship:
United States of America
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Item 2(d). Title of Class of Securities:
Common Stock
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Item 2(e). CUSIP Number:
595072 1 09
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Item 3. If this Statement is filed pursuant to Rule 13d-1(b),or 13d-2(b) or (c),
check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act.
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not Applicable.
CUSIP No. 595072 1 09 13G Page 4 of 5 Pages
Item 4. Ownership.
(a) Amount beneficially owned: 1,751,229
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Of such 1,751,229 shares of Common Stock (i) the reporting person is the
direct beneficial owner of 1,131,284 shares of Common Stock and 159,500
shares of Common Stock issuable upon the exercise of options which will
have vested by February 28, 2005; (ii) the reporting person is the
indirect beneficial owner of 92,200 shares of Common Stock directly
beneficially owned by the Lauren Elizabeth Harder Trust, of which the
reporting person's daughter, Lauren Elizabeth Harder, is the sole
beneficiary and over which shares the reporting person retains sole
voting and investment power as the sole trustee of such Trust; (iii) the
reporting person is the indirect beneficial owner of 92,200 shares of
Common Stock directly beneficially owned by the Ashley Jane Harder Trust,
of which the reporting person's daughter, Ashley Jane Harder, is the sole
beneficiary and over which shares the reporting person retains sole
voting and investment power as the sole trustee of such Trust; and (iv)
the reporting person is the indirect beneficial owner of 276,045 shares
of Common Stock directly beneficially owned by Entrepreneurial Ventures,
Inc. ("EVI") and over which shares the reporting person retains shared
voting and investment power through his ownership in, and position as
President and Director of, EVI.
(b) Percent of class: Approximately 13.1% (2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,475,184
---------
(ii) Shared power to vote or to direct the vote: 276,045
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(iii) Sole power to dispose or to direct the disposition of: 1,475,184
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(iv) Shared power to dispose or to direct the disposition of: 276,045
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Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable.
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Item 8. Identification and Classification of Members of the Group.
Not Applicable.
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Item 9. Notice of Dissolution of Group.
Not Applicable.
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Item 10. Certifications.
Not Applicable.
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(2) Based on 13,183,916 shares of MicroFinancial Incorporated's Common Stock
outstanding as of the report filed on Form 10-Q on November 15, 2004
CUSIP No. 595072 1 09 13G Page 5 of 5 Pages
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 7, 2005
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(Date)
/s/ Torrence C. Harder
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(Signature)
Torrence C. Harder
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).