1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12 Winland Electronics, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Dyna Technology, Inc., and the Winland Shareholders' Protective Committee, consisting of Ralph I. Call, Steven A. Fraley, Paul R. Holzhueter, James J. Kamp, Thompson H. Davis, Robert L. Ring, Gerald E. Brown - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. - -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- 2 PRESS RELEASE ISS RECOMMENDS SHAREHOLDERS VOTE FOR DISSIDENT SLATE OF DIRECTORS FOR WINLAND ELECTRONICS, INC. New York, NY, August 14, 2001 - Winland Shareholders' Protective Committee announced today that Institutional Shareholders Services ("ISS"), the nation's leading proxy voting advisory service, has recommended that its clients vote to elect the Committee's slate of nominees to be elected at the Special Meeting of Winland Electronics, Inc. (AMEX-WEX). Shareholders' are scheduled to vote on the removal and election of the dissident director slate on August 21, 2001. ISS, which provides proxy advisory services to institutional investors, mutual funds, and other fiduciaries, noted in its August 13, 2001 report, "Although management may have taken steps to turn the company around, it appears to be too little too late as these efforts have not had a positive effect on the market price of Winland's stock. We recommend a vote FOR the dissident nominees. Ralph Call, Chairman of the Committee, said, "We are very pleased that ISS, a highly respected independent advisor, recommends support for the removal of the incumbent board of directors and the election of our experienced slate of nominees. This recommendation reaffirms our belief that the Company's current leaders are not up to the task of turning the company around." "We strongly encourage our fellow shareholders to follow ISS's recommendation and vote to elect the Committee's slate of directors," concluded Call. If shareholders have any questions with respect to voting, they are directed to call D.F. King & Co., Inc. (1-800-628-8509). Institutional Shareholder Services, based in Rockville, MD, is the leading provider of proxy voting and corporate governance services, serving more than 700 clients worldwide. ISS analysts research and recommend votes for 20,000 shareholder meetings each year.