-----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, RG73qSuFfM2Zl/mJeNPXRiPXqWCPklZX4mt4F4TAIqweePj7n2USjOGYe5wpGYUx kayIUxzKtdioctJpX8C1ew== 0001052816-02-000005.txt : 20020807 0001052816-02-000005.hdr.sgml : 20020807 20020807110653 ACCESSION NUMBER: 0001052816-02-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIT INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074818 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 111826363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17876 FILM NUMBER: 02721314 BUSINESS ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: ORBIT INSTRUMENT CORP DATE OF NAME CHANGE: 19911015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BINDER MITCHELL CENTRAL INDEX KEY: 0001052816 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 MAIL ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 SC 13D 1 formsc13dmb8602a.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ORBIT INTERNATIONAL CORP. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 685559-10-6 (CUSIP Number) Elliot H. Lutzker, Esq. Snow Becker Krauss P.C. 605 Third Avenue, New York, New York 10158-0125 (212) 687-3860 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 2002 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 (the "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. 685559-10-6 _______________________________________________________ _ 1) Name of Reporting Person - I.R.S. Identification Nos. of above person. Mitchell Binder _______________________________________________________ _ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] ____________________________________________________ _ 3) SEC Use Only ____________________________________________________ _ 4) Source of Funds (See Instructions) OO (Grant of Option) __________________________________________________ _ 5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).. [ ] __________________________________________________ _ 6) Citizenship or Place of Organization U.S.A. ________________________________________________ _ 7) Sole Voting Power 145,762 NUMBER 8) Shared Voting Power OF SHARES 0 BENEFICIALLY OWNED BY 9) Sole Dispositive Power EACH 145,762 REPORTING PERSON WITH 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 145,762 _____________________________________________________ _ 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ____________________________________________________ _ 13) Percent of Class Represented by Amount in Row (11) 6.5% _____________________________________________ _ 14) Type of Reporting Person (See Instructions) IN _____________________________________________ _ Item 1. Security and Issuer. This statement (this "Statement") relates to the common stock, par value $0.10 per share ("Common Stock") of Orbit International Corp., a Delaware corporation ("Orbit"). The principal executive offices of Orbit are located at 80 Cabot Court, Hauppauge, New York 11788. Item 2. Identity and Background. (a) This Statement is being filed by Mitchell Binder. (b) The business address of Mitchell Binder is c/o Orbit International Corp., 80 Cabot Court, Hauppauge, New York 11788. (c) Mitchell Binder is Vice President-Finance, Chief Financial Officer and a director of Orbit. Orbit is engaged in the design, manufacture and sale of customized electronic components and subsystems, and the design and manufacture of distortion free commercial power units, power conversion devices and electronic devices for measurement and display. Its principal office is located at 80 Cabot Court, Hauppauge, New York 11788. (d)-(e) Mitchell Binder has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Mitchell Binder is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Mitchell Binder was granted an option to purchase 22,364 shares of Common Stock at $1.67 per share, which become exercisable on October 4, 2002, pursuant to Orbit's 1995 and 2000 Employee Stock Option Plans. The event which requires the filing of this Statement is Mr. Binder's right to exercise the foregoing option and acquire 22,364 shares of Common Stock within 60 sixty days of the date hereof. Should Mr. Binder exercise such option, he anticipates that the source of consideration paid to Orbit upon exercise would be personal funds. Item 4. Purpose of Transaction. The option to purchase 22,364 shares of Common Stock was granted to Mitchell Binder pursuant to Orbit's 1995 and 2000 Employee Stock Option Plans. Mr. Binder, as an officer and a director of Orbit, is eligible to receive stock options in both capacities. Except as otherwise described herein, Mitchell Binder does not have any plans or proposals as of the date hereof which relate to or would result in any of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) At the date of this Statement, Mitchell Binder beneficially owns 145,762 shares of Common Stock of Orbit, which includes options to purchase 139,030 shares of Orbit's Common Stock, 22,364 of which are not exercisable until October 4, 2002. This represents beneficial ownership of approximately 6.5% of the 2,109,196 total number of issued and outstanding shares of Common Stock of Orbit as of May 14, 2002. This amount does not include (i) an option to purchase 25,000 shares of Common Stock of Orbit exercisable commencing on March 27, 2003, and (ii) an option to purchase 25,000 shares of Common Stock of Orbit exercisable commencing on March 27, 2004. (b) Mitchell Binder has sole disposition and voting power with respect to all 145,762 shares of Common Stock of Orbit beneficially owned by Mr. Binder. (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise described herein, there exists no contract, arrangement, understanding or relationship (legal or otherwise) between Mitchell Binder and any other person or entity with respect to any securities of Orbit, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. None. 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: August 7, 2002 /s/ Mitchell Binder_______ Mitchell Binder S:\dlb\Orbit Int. Corp\Schedule 13D\Binder\13D-A-2-Binder 8-6-02.doc -----END PRIVACY-ENHANCED MESSAGE-----