UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
MicroFinancial Incorporated
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
595072109
(CUSIP Number)
April 10, 2006
(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)
[x] Rule 13d-1(c)
[ ] 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 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).
CUSIP No. 595072109
-----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rebellion Research Inc.
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [--]
(b) [--]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
------------------------------------------------------------------------------
5 SOLE VOTING POWER
517,000
-------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON NONE
WITH -------------------------------------------
8 SHARED DISPOSITIVE POWER
NONE
-----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,000
-----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[--]
-----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.75%(1)
-----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
-----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------
(1) Based on 13,785,273 shares of MicroFinancial Incorporated's Common Stock
outstanding as of the report filed on Form 10-K on March 1, 2006.
ITEM 1(a). NAME OF ISSUER:
MicroFinancial Incorporated
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
10 M Commerce Way
Woburn, MA 01801
ITEM 2(a). NAME OF PERSON FILING:
Rebellion Research Inc.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
501 Fifth Avenue
New York, New York 10017
ITEM 2(c). CITIZENSHIP:
New York
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER:
595072109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR 13d-2(c), CHECK WHETHER THE PERSON FILING IS A:
This statement is not filed pursuant to Rule 13d-1(b), or 13d-2(b),
or 13d-2(c).
ITEM 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
517,000
(b) PERCENT OF CLASS:
3.75%(2)
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
517,000
(ii) Shared power to vote or to direct the vote:
NONE
(iii) Sole power to dispose or to direct the
disposition of:
NONE
(iv) Shared power to dispose or to direct the
disposition of:
NONE
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following [X]
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 THE GROUP:
Not Applicable
------------
(2)Based on 13,785,273 shares of MicroFinancial Incorporated's Common Stock
outstanding as of the report filed on Form 10-K on March 1, 2006.
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.
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.
Rebellion Research Inc.
By: /s/ Alexander Fleiss
---------------------------------------------
Name: Alexander Fleiss
Title: Chief Executive Officer