-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/sdLR5yGl4q1FOdL5wyFbH1t8aiHR62vaX6pGIA+wEiO97UpPgSY17abOItq6Zu K7dzzkVcBcYPzE1DrnjFTQ== 0000899140-97-000446.txt : 19970526 0000899140-97-000446.hdr.sgml : 19970526 ACCESSION NUMBER: 0000899140-97-000446 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970523 SROS: NASD GROUP MEMBERS: ADAM M. HUNT GROUP MEMBERS: AMH EQUITY, LTD. GROUP MEMBERS: CORSAIR MANAGEMENT COMPANY, INC. GROUP MEMBERS: CORSAIR MANAGING PARTNERS GROUP MEMBERS: PETSCHEK JAY R SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVITRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000716646 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042573920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39041 FILM NUMBER: 97613519 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 411 CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6172619933 MAIL ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 411 CITY: NEWTON STATE: MA ZIP: 02158 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL DATA INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PETSCHEK JAY R CENTRAL INDEX KEY: 0001018499 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 540 MADISON AVE STREET 2: C/O LADENBERG THALMANN & CO INC CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128721387 MAIL ADDRESS: STREET 1: C/O LADENBURG THALMANN & CO STREET 2: 540 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 NOVITRON INTERNATIONAL, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 670088202 (CUSIP Number) Daniel Schloendorn Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022-4677 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 20, 1997 (Date of Event which Requires Filing this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Page 1 of 12 SCHEDULE 13D CUSIP No. 370307100 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mr. Adam M. Hutt 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES 40,000 BENEFICIALLY OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 40,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% 14. TYPE OF REPORTING PERSON* IN Page 2 of 12 SCHEDULE 13D CUSIP No. 370307100 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AMH Equity, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES BENEFICIALLY 40,000 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 40,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% 14. TYPE OF REPORTING PERSON* CO Page 3 of 12 SCHEDULE 13D CUSIP No. 370307100 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mr. Jay R. Petschek 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 3,900 8. SHARED VOTING POWER SHARES 1,100 BENEFICIALLY OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 3,900 WITH 10. SHARED DISPOSITIVE POWER 1,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14. TYPE OF REPORTING PERSON* IN Page 4 of 12 SCHEDULE 13D CUSIP No. 370307100 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Corsair Management Company, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES 1,100 BENEFICIALLY OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 1,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14. TYPE OF REPORTING PERSON* CO Page 5 of 12 SCHEDULE 13D CUSIP No. 370307100 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Corsair Managing Partners 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES 1,100 BENEFICIALLY OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 1,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14. TYPE OF REPORTING PERSON* PN Page 6 of 12 Item 1. Security and Issuer This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, $.01 par value per share (the "Common Stock"), of Novitron International Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 supplementally amends the initial statement on Schedule 13D of the Reporting Persons dated January 24, 1997 (the "Initial Statement"). The principal executive offices of the Issuer are located at One Gateway Center, Suite 411, Newton, MA 02158. This Amendment No. 1 is being filed by the Reporting Persons solely to report recent transactions in the Common Stock as a result of which the percentage of shares of Common Stock of which the Reporting Persons may be deemed the beneficial owners of has changed by more than one percent. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Initial Statement. Item 3. Sources and Amounts of Funds or Other Consideration Since the filing of the Initial Statement, Leviticus Partners purchased for approximately $14,187 the Common Stock reported in Item 5(c) using investment capital contributed by the limited partners of Leviticus Partners. Page 7 of 12 Item 5. Interest in Securities of the Issuer (a)(i) As of the date hereof, Mr. Hutt may be deemed a beneficial owner of the 40,000 aggregate shares of Common Stock (approximately 3.0% of the Common Stock outstanding) held for the account of Leviticus Partners. (ii) As of the date hereof, the aggregate number of shares of Common Stock of which AMH Equity may be deemed a beneficial owner is 40,000 (approximately 3.0% of the Common Stock outstanding). (iii) As of the date hereof, the aggregate number of shares of Common Stock of which Mr. Petschek may be deemed a beneficial owner is 5,000 (approximately 0.4% of the Common Stock outstanding). This number includes (A) 3,900 shares of Common Stock held for the account of Corsair Partners and (B) 1,100 shares of Common Stock held for the account of Corsair Partners II. (iv) As of the date hereof, the aggregate number of shares of Common Stock of which Corsair Management may be deemed a beneficial owner is 1,100 (approximately 0.1% of the Common Stock outstanding). (v) As of the date hereof, the aggregate number of shares of Common Stock of which CMP may be deemed a beneficial owner is 1,100 (approximately 0.1% of the Common Stock outstanding). (b)(i) By virtue of his position as the sole shareholder of AMH Equity and pursuant to the partnership agreement of Leviticus Partners, Mr. Hutt may be deemed to have Page 8 of 12 shared power to direct the voting and shared power to direct the disposition of securities held for the account of Leviticus Partners, including 40,000 shares of Common Stock held by Leviticus Partners. (ii) By virtue of its position as the sole general partner of Leviticus Partners, AMH Equity may be deemed to have shared power to direct the voting and shared power to direct the disposition of securities held for the account of Leviticus Partners, including 40,000 shares of Common Stock held by Leviticus Partners. (iii) By virtue of (x) his position as the general partner of Corsair Partners and (y) his position as the sole shareholder of Corsair Management and pursuant to the terms of the partnership agreement of Corsair Partners II and by agreement among the general partners of CMP, Mr. Petschek may be deemed to have shared power to direct the voting and shared power to direct the disposition of securities held for the account of Corsair Partners and Corsair Partners II, including 3,900 shares of Common Stock held by Corsair Partners and 1,100 shares of Common Stock held by Corsair Partners II. (iv) By virtue of its position as a general partner of CMP and pursuant to the terms of the partnership agreement of CMP, Corsair Management may be deemed to have shared power to direct the voting and shared power to direct the disposition of securities held for the account of Corsair Partners II, including 1,100 shares of Common Stock held by Corsair Partners II. Page 9 of 12 (v) By virtue of its position as the sole general partner of Corsair Partners II, CMP may be deemed to have shared power to direct the voting and shared power to direct the disposition of securities held for the account of Corsair Partners II, including 1,100 shares of Common Stock held by Corsair Partners II. The percentages used herein are calculated based upon the 1,323,480 shares of Common Stock stated to be issued and outstanding at January 31, 1997, as reflected in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 1996. (c) Except for the transactions listed in Annex A hereto, there have been no transactions with respect to the Common Stock during the past 60 days by any of Mr. Hutt, Mr. Petschek, AMH Equity, CMP or Corsair Management. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of shares of Common Stock. (e) As of May 20, 1997, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. Page 10 of 12 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. Dated: May 23, 1997 /s/Adam M. Hutt --------------------- Adam M. Hutt AMH EQUITY, LTD. --------------------- By: /s/Adam M. Hutt Name: Adam M. Hutt Title: President /s/ Jay R. Petschek ---------------------- Jay R. Petschek CORSAIR MANAGEMENT COMPANY, INC. By: /s/ Jay R. Petschek ----------------------- Name: Jay R. Petschek Title: President CORSAIR MANAGING PARTNERS By: Corsair Management Company, Inc., a general partner By: /s/ Jay R. Petschek ----------------------- Name: Jay R. Petschek Title: President Page 11 of 12 Annex A RECENT TRANSACTIONS IN THE COMMON STOCK OF NOVITRON INTERNATIONAL, INC. Date of Nature of Number of Price Per For the Account of: Transaction Transaction Shares Share - ------------------- ----------- ----------- --------- --------- Leviticus Partners 1/28/97 Purchase 2,000 $ 3.500 Leviticus Partners 2/27/97 Purchase 2,500 $ 2.875 Leviticus Partners 4/9/97 Sale 2,833 $ 3.000 Leviticus Partners 5/20/97 Sale 20,000 $ 2.750 Corsair Partners 5/20/97 Sale 7,900 $ 2.750 Corsair Partners II 5/20/97 Sale 2,100 $ 2.750 Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----