-----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, N2bj5j/jsuH4DGHdlrX9dQNwlHdbgbTsSe4mSawAdHIDVzqHrqh30Rw9c4iLCQ/W bbMRLZJrE6rShEuuyCKF1Q== 0001005477-97-000060.txt : 19970123 0001005477-97-000060.hdr.sgml : 19970123 ACCESSION NUMBER: 0001005477-97-000060 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970122 SROS: NONE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-39041 FILM NUMBER: 97508588 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: ALBERT IRA CENTRAL INDEX KEY: 0000923716 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1304 SW 160TH AVE STREET 2: STE 209 CITY: FT LAUDERDALE STATE: FL ZIP: 33326 BUSINESS PHONE: 9543844801 MAIL ADDRESS: STREET 1: 1304 SW 160TH AVE STREET 2: STE 204 CITY: FT LAUDERDALE STATE: FL ZIP: 33326 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No._______)* NOVITRON INTERNATIONAL, INC. ----------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------------------------------- (Title of Class of Securities) 670088103 ----------------------------------------------------- (CUSIP Number) Noah Klarish & Associates, P. C. 230 Park Avenue, 32nd Floor New York, NY 10169 (212) 973-1111 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 12, 1996 ------------------------------------------------------------ (Date of Events which Requires Filing of 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 |_|. Check the following box if a fee is being paid with this statement |X|. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). Schedule 13D (continued) CUSIP No. 670088103 Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ira Albert - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 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 NUMBER OF SHARES 347,000 (Includes 332,000 shares held by Albert BENEFICIALLY Investment Associates, L.P.) OWNED BY -------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 440,800 (includes 332,000 shares held by Albert Investment Associates, L.P. and 93,800 shares held by various accounts over which Mr. Albert has discretionary authority) -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 93,800 shares held by various accounts over which Mr. Albert has discretionary authority. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,800 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 value per share (the Common Stock"), of Novitron International, Inc., a Delaware corporation (the "Issuer"). The Issuer maintains its principal executive office at One Gateway Center, Suite 411, Newton, Massachusetts 02158. Item 2. Identity and Background. (a) This statement is filed by (i) Ira Albert, an individual, with respect to shares of the Issuer's Common Stock held by him and with respect to shares of the Issuer's Common Stock held in investment accounts over which Mr. Albert has discretionary authority, and (ii) Albert Investment Associates, L.P., a Delaware limited partnership (the "Albert Partnership") with respect to shares of the Issuer's Common Stock held by it. Ira Albert and the Albert Partnership shall sometimes be collectively referred to herein as the "Reporting Person." (b) The business address of Ira Albert and of the Albert Partnership are 1304 SW 160th Avenue, Suite 209, Ft. Lauderdale, FL 33326. The general partner of the Albert Partnership is Albert Investment Strategies, Inc., a Massachusetts corporation (the "General Partner"), which also has a business address located at 1304 SW 160th Avenue, Suite 209, Ft. Lauderdale, FL 33326. (c) The principal business of Ira Albert and of the Albert Partnership is securities investment. (d) During the past five years, neither Mr. Albert nor the Albert Partnership nor the General Partner nor any of its executive officers, directors or controlling persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither Mr. Albert nor the Albert Partnership nor the General Partner nor any of its executive officers, directors or controlling persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in their being subject to a judgment, decree or final order enjoining any such person from future violations of or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation of such laws by any such person. Item 3. Source and Amount of Funds or Other Consideration. Ira Albert directly owns 15,000 shares of the Issuer's Common Stock for which he paid $16,087.50 Mr. Albert obtained the funds from his personal funds. Mr. Albert has discretionary authority over accounts which own 93,800 shares of the Issuer's 3 Common Stock for which such accounts paid a total of $84,095 from the personal funds of the beneficial owners of such accounts. The Albert Partnership directly owns 332,000 shares of the Issuer's Common Stock for which it paid $313,154 from its working capital. Item 4. Purpose of Transaction. The Reporting Persons have acquired their shares of the Issuer's Common Stock for investment. The Reporting persons have no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Common Stock of the Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer quotation system; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Securities Exchange Act of 1934. The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes or transactions. Although the Reporting Persons have no present plans to purchase additional shares of the Issuer's Common Stock or sell any of their shares of the Issuer's Common Stock, they, either together or separately, may seek to purchase additional shares of the Issuer's Common Stock or sell some or all of their shares of the Issuer's Common Stock in the open market or in privately negotiated transactions from or to one or more sellers or purchasers, as the case may be, provided that, in accordance with their best judgment in light of the circumstances existing at the time, such transactions present an attractive (long or short term) opportunity for profit. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer. Item 5. Interest in Securities of the Issuer. (a) The number of shares of the Issuer's Common Stock and the percentage of the outstanding shares (based upon 3,965,940 shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996) directly beneficially owned by each Reporting Person is as follows: 4 Percentage of Name Number of Shares Outstanding Shares - ---- ---------------- ------------------ Ira Albert 15,000 0.4% Albert Partnership 332,000 8.4% Albert discretionary 93,800 2.4% accounts (b) Mr. Albert has sole power to vote 347,000 shares of the Issuer's Common Stock and has sole power to dispose or to direct the disposition of 440,800 shares of the Issuer's Common Stock. (c) See Appendix A annexed hereto. (d) Certain persons have the right to receive dividends from or the proceeds of sale of certain of the shares of the Issuer's Common Stock included in this statement. No such person individually has the right to receive dividends or proceeds relating to shares of the Issuer's Common Stock constituting more than 5% of the class of the Issuer's Common Stock. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Ira Albert may be deemed to have beneficial ownership and control of the shares of the Issuer's Common Stock held by accounts with respect to which Mr. Albert has discretionary authority and shares held by the Albert Partnership by virtue of his control of the General Partner of such entity. Mr. Albert disclaims beneficial ownership of the shares of the Issuer's Common Stock held by the discretionary accounts and by the Albert Partnership. Other than as set forth above, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) either amongst themselves or with any other persons with respect to the shares of the Issuer's Common Stock. Item 7. Material to be Filed as Exhibits. None 5 Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 21, 1996 /s/ Ira Albert ------------------------------------ Ira Albert ALBERT INVESTMENT ASSOCIATES, L.P. By: ALBERT INVESTMENT STRATEGIES, INC. By: /s/ Ira Albert ------------------------------------ Ira Albert, President 6 APPENDIX 1 TRANSACTIONS IN NOVITRON INTERNATIONAL, INC. COMMON STOCK WITHIN THE PAST 60 DAYS All transactions were open market purchases and the commissions are included in the price of the shares. 1. Albert Investment Associates, L.P. No. of Trade Shares Price Per Cost of Date Purchased Share Purchases -------- --------- ----------- ----------- 9/17/96 22,000 $ 1.13 $ 25,204.00 9/17/96 10,000 1.00 10,100.00 9/20/96 5,000 1.38 6,975.00 10/4/96 15,000 1.25 19,150.00 10/8/96 120,000 .88 108,600.00 10/11/96 5,000 .94 4,837.50 11/12/96 100,000 .88 90,500.00 11/15/96 10,000 .69 6,975.00 11/15/96 10,000 .63 6,350.00 11/18/96 10,000 .91 9,212.50 11/20/96 25,000 1.00 25,250.00 -------- ----------- 332,000 $313,154.00 2. Ira Albert and Family No. of Trade Shares Price Cost of Date Purchased Per Share Purchases -------- --------- ----------- ----------- 9/2/96 5,000 $ 1.38 $ 6,925.00 11/18/96 10,000 .91 9,162.50 -------- ----------- 15,000 $16,087.50 7 3. Other Discretionary Accounts/Limited Power of Attorney No. of Trade Shares Price Per Cost of Date Purchased Share Purchases -------- --------- ----------- ----------- 11/13/96 60,000 $ .88 $53,200.00 11/15/96 3,000 .75 2,295.00 11/15/96 10,800 .88 9,450.00 11/19/96 20,000 .94 19,150.00 ------ --------- 93,800 $84,095.00 8 -----END PRIVACY-ENHANCED MESSAGE-----