-----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, PS11vbnZQP3XhW4yXaW+1pL4IVOJJL2iK6o7WOGPSqsjoUmYkl/a1N2ICzWfRONN apEXY1lSqpL0atloXdTY/w== 0000950110-99-000038.txt : 19990114 0000950110-99-000038.hdr.sgml : 19990114 ACCESSION NUMBER: 0000950110-99-000038 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AN CON GENETICS INC CENTRAL INDEX KEY: 0000719135 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 112644611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35626 FILM NUMBER: 99505496 BUSINESS ADDRESS: STREET 1: ONE HUNTINGTON QUADRANGLE STREET 2: STE 1N11 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5166948470 MAIL ADDRESS: STREET 1: ONE HUNTINGTON QUADDRANGLE CITY: MELVILLE STATE: NY ZIP: 11747 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERRICK FEINSTEIN LLP /FA CENTRAL INDEX KEY: 0001016570 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2 PARK AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2125921491 MAIL ADDRESS: STREET 1: 2 PARK AVENUE 21ST FLOOR CITY: NEWYORK STATE: NY ZIP: 10016 SC 13D 1 SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* --- BOVIE MEDICAL CORPORATION (f/k/a AN-CON GENETICS, INC.) ------------------------------------------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 10211F100 ------------------------------ (CUSIP Number) MR. NORMAN P. FUCHS IRWIN A. KISHNER, ESQ. 5 FLAGPOLE LANE HERRICK, FEINSTEIN LLP EAST SETAUKET, NEW YORK 10598 2 PARK AVENUE TEL.: (516) 751-7026 NEW YORK, NEW YORK 10016 (212) 592-1400 ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 31, 1998 ------------------------------------------------------- (Date of Event 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 the statement [ ]. (A fee is not required only if the reporting 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 filed 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 ("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). (Continued on following page(s)) Page 1 of 5 Pages ================================================================================ - -------------------------- ------------------------- CUSIP NO. 10211F100 13D Page 2 of 5 Pages - -------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norman P. Fuchs (S.S. ###-##-####) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 890,000 shares of Common Stock ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 890,000 shares of Common Stock PERSON ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,000 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION PART II TO SCHEDULE 13D This statement constitutes Amendment No. 1 to the statement on Schedule 13D filed with the Securities and Exchange Commission on February 9, 1998 (the "Original Statement"). All defined terms hereunder have the meanings set forth in the Original Statement. This Amendment No. 1 reflects certain material changes in the information set forth in the Original Statement, as follows: ITEM 1. SECURITY AND ISSUER Shares of Common Stock Bovie Medical Corporation (f/k/a An-Con Genetics, Inc.) 734 Walt Whitman Road Suite 207 Melville, New York 11747 (hereinafter, the "Issuer") ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The IRA is the beneficial owner of 890,000 shares of Common Stock of the Issuer. The total number of outstanding shares of the Issuer's Common Stock is 14,741,599. As of December 31, 1998 the IRA owns 6.0% of the Issuer's Common Stock. (c) On December 31, 1998, the IRA sold 235,000 shares of Common Stock of the Issuer to the David Rosenberg Irrevocable Trust U/A/D 3/27/97 (the "Rosenberg Trust") for $100,000 or $0.42553 price per share. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The shares of Common Stock of the Issuer were sold pursuant to a Stock Purchase Agreement dated as of September 30, 1998, executed and delivered December 31, 1998 by the IRA and the Rosenberg Trust (the "Stock Purchase Agreement"). ITEM 7. MATERIALS TO BE FILED AS EXHIBITS B. The Stock Purchase Agreement. [THE NEXT PAGE IS THE SIGNATURE PAGE] Page 3 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. NORMAN P. FUCHS January 8, 1999 By: /s/NORMAN P. FUCHS --------------- ------------------ Date Signature Name: Norman P. Fuchs ITEM 7. MATERIAL TO BE FILED AS EXHIBITS B. STOCK PURCHASE AGREEMENT BY AND AMONG THE NORMAN P. FUCHS INDIVIDUAL RETIREMENT ACCOUNT AND THE DAVID ROSENBERG IRREVOCABLE TRUST U/A/D 3/27/97 DATED AS SEPTEMBER 30, 1998, EXECUTED AND DELIVERED ON DECEMBER 31, 1998. Page 5 of 5 Pages EX-99.B 2 PURCHASE AGREEMENT THE NORMAN FUCHS INDIVIDUAL RETIREMENT ACCOUNT 5 FLAGPOLE LANE EAST SETAUKET, NEW YORK 10598 September 30, 1998 THE DAVID ROSENBERG IRREVOCABLE TRUST U/A/D 3/27/97 c/o Mitchell Schlossberg & Corie Weisblum 15 Downey Drive Huntington, NY 11743 Purchase Agreement 235,000 Shares of Common Stock of BOVIE MEDICAL CORPORATION This letter agreement (this "Agreement") shall be a legal and binding agreement between us with respect to the purchase by THE DAVID ROSENBERG IRREVOCABLE TRUST U/A/D 3/27/97 (the "Buyer") from THE NORMAN FUCHS INDIVIDUAL RETIREMENT ACCOUNT (the "Seller") of TWO HUNDRED AND THIRTY FIVE THOUSAND (235,000) shares of Common Stock, $0.001 par value per share, (collectively, the "Shares"), of BOVIE MEDICAL CORPORATION (f/n/a AN-CON GENETICS, INC.), a Delaware corporation (the "Corporation"), on the terms and conditions herein set forth. 1. Sale of Shares; Purchase Price. (a) The closing of the transactions contemplated herein (the "Closing") shall occur on December 31, 1998 or such earlier or later date as determined by the mutual agreement of the parties hereto (the date on which the Closing occurs being referred to herein as the "Closing Date"). On the Closing Date, (i) the Seller, shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Seller, the Shares, for an aggregate purchase price of ONE HUNDRED THOUSAND ($100,000) DOLLARS (the "Purchase Price") which will be paid by the Buyer at the Closing by a wire transfer of immediately available ("fed funds") funds to the bank account designated by the Seller. (b) On the Closing Date, the Seller shall deliver to the Buyer the stock certificates (the "Tendered Certificate") evidencing the Shares as well as other shares of common stock of the Corporation accompanied by a stock power in the form attached hereto as Exhibit A duly executed in blank and a letter in the form attached hereto as Exhibit B containing irrevocable instructions to THE DAVID ROSENBERG IRREVOCABLE TRUST U/A/D 3/27/97 September ___, 1998 Page 2 the stock transfer agent of the Corporation to issue and deliver (i) to the Buyer a stock certificate representing the Shares registered in the name or names designated by the Buyer and (ii) to the Seller a stock certificate for that number of shares represented by the Tendered Certificate less the number of Shares registered in the name designated by the Seller. 2. Representations and Warranties of the Buyer. As an inducement to the Seller to enter into this Agreement, the Buyer hereby represents and warrants to the Seller as follows: (a) This Agreement is duly authorized, executed and delivered by the Buyer, and constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms. (b) The Buyer has full power and authority to enter into this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by the Buyer and the performance by the Buyer of its obligations hereunder do not conflict with or result in a breach of any term or provision of the charter documents of the Buyer or any other agreement of the Buyer or to which the property of the Buyer is bound. (d) The Buyer is an "accredited investor" as that term is defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). (e) The is purchasing the Shares for the Buyer's own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act. 3. Representations and Warranties of the Seller. As an inducement to the Buyer to enter into this Agreement, the Seller hereby represents and warrants to the Buyer as follows: (a) This Agreement is duly authorized, executed and delivered by the Seller, and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. THE DAVID ROSENBERG IRREVOCABLE TRUST U/A/D 3/27/97 September ___, 1998 Page 3 (b) The Seller has full power and authority to enter into this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder do not conflict with or result in a breach of any term or provision of the charter documents of the Seller or any other agreement of the Seller or to which the property of the Seller is bound. (d) On the date hereof and on the Closing Date the Seller owns beneficially and of record the Shares and the Seller has good and marketable title to the Shares, free and clear of any security interest, pledge, mortgage, lien, call, option, charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, an "Encumbrance") except as legended in the stock certificate representing the Shares. (e) Upon consummation of the transactions contemplated by this Agreement on the Closing Date and upon payment in full and receipt of the Purchase Price, the Buyer will own the Shares free and clear of all Encumbrances except as legended in the stock certificate representing the Shares. Please sign below to indicate your acceptance of this Agreement, which shall be a binding legal obligation. This Agreement may be executed in counterparts. Very truly yours, THE NORMAN FUCHS INDIVIDUAL RETIREMENT ACCOUNT By: ---------------------- Name: Title: Trustee [Signatures continued on following page] THE DAVID ROSENBERG IRREVOCABLE TRUST U/A/D 3/27/97 September ___, 1998 Page 4 ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: THE DAVID ROSENBERG IRREVOCABLE TRUST U/A/D 3/27/97 By: /s/ ---------------------------- Name: Mitchell Schlossberg Title: Trustee By: /s/ ---------------------------- Name: Corie Weisblum Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----