-----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, KmUDDxiWIUBjWgsV5m9FpWkK3QQ6FLG+ezdUcTjw444kYxB1lQuhRBzGQvAyEeQT 5Vti70JX4ZHHH7OYqRgVOA== 0001005477-98-003649.txt : 19981229 0001005477-98-003649.hdr.sgml : 19981229 ACCESSION NUMBER: 0001005477-98-003649 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981228 GROUP MEMBERS: BRONSON STEVEN N GROUP MEMBERS: LONG TERM GROWTH ASSOCIATES, LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIKRON INSTRUMENT CO INC CENTRAL INDEX KEY: 0000787809 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 221895668 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38624 FILM NUMBER: 98776399 BUSINESS ADDRESS: STREET 1: 16 THORNTON ROAD CITY: OAKLAND STATE: NJ ZIP: 07436 BUSINESS PHONE: 2014050900 MAIL ADDRESS: STREET 1: 16 THORNTON ROAD CITY: OAKLAND STATE: NJ ZIP: 07436 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRONSON STEVEN N CENTRAL INDEX KEY: 0001000383 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 SOUTH BISCAYNE BLVD STREET 2: STE 2950 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305368501 SC 13D/A 1 AMENDMENT NO. 7 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) MIKRON INSTRUMENT COMPANY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 59862R 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Steven N. Bronson 16 East 52nd Street Suite 501 New York, New York 10022 (212) 872-1623 with a copy to: Steven D. Dreyer, Esq. Hall Dickler Kent Friedman & Wood LLP 909 Third Avenue New York, New York 10022 (212) 339-5580 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 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 statement because of Rule 13d-1(b)(3) or (4), check the following box: |_| *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 ("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. 59862R 10 3 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Steven N. Bronson - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |_| - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 0 Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 800,000 Person -------------------------------------------------------------- With 9 Sole Dispositive Power 318,060 -------------------------------------------------------------- 10 Shared Dispositive Power 800,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,118,060 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 28.1% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 59862R 10 3 Page 3 of 7 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Long Term Growth Associates, Limited - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |_| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 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 Florida - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 0 Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 800,000 Person -------------------------------------------------------------- With 9 Sole Dispositive Power 0 -------------------------------------------------------------- 10 Shared Dispositive Power 800,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 800,000 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 21.5% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 7 Pages Item 1. Security and Issuer. This Amendment No. 7 to Schedule 13D relates to the common stock, $.01 par value (the "Common Stock"), of Mikron Instrument Company, Inc., a New Jersey corporation (the "Issuer"), and amends the Schedule 13D, as amended. The Issuer's principal executive office is located at 16 Thornton Road, Oakland, New Jersey 07436. Item 2. Identity and Background. (a) This Amendment No. 7 to Schedule 13D is being filed jointly on behalf of Steven N. Bronson and Long Term Growth Associates, Limited, a Florida limited partnership (the "Partnership"). The general partner of the Partnership is Long-Term Growth Associates, Inc., a Florida corporation ("General Partner") of which Mr. Bronson is a principal. (b) Mr. Bronson's business address is 16 East 52nd Street, Suite 501, New York, New York 10022. The Partnership's business address is 16 East 52nd Street, Suite 501, New York, New York 10022. (c) Mr. Bronson is the President of the General Partner and of Catalyst Financial Corp., a broker-dealer licensed under the Act. The principal place of business of Catalyst is 16 Each 52nd Street, Suite 501, New York, New York 10022. Mr. Bronson is also a director of the Issuer. The Partnership is engaged in the business of investing in securities. (d) Neither the Partnership, the General Partner, nor any of its executive officers, including Mr. Bronson, were during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Partnership, the General Partner, nor any of its executive officers, including Mr. Bronson, were during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining further violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Bronson is a citizen of the United States of America. The Partnership is a Florida limited partnership and the General Partner is a Florida corporation. The principals of the General Partner are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Mr. Bronson acquired shares of the Issuer's Common Stock, utilizing his personal funds. The Partnership acquired shares of Common Stock utilizing its working capital, and acquired an option to acquire additional shares from a principal shareholder of the Issuer in a privately negotiated Page 5 of 7 Pages transaction. The Partnership also acquired shares of Common Stock by utilizing its working capital to exercise the options. Item 4. Purpose of Transaction. Mr. Bronson and the Partnership acquired securities of the Issuer for investment purposes and each may, independently, depending upon then current events, including without limitation, then current market conditions, the Issuer's results of operations, and the then current general business climate, decide to increase or decrease their respective positions in the Issuer. As of the date of the event which required filing of this Amendment No. 7 to Schedule 13D and except as described below, neither Mr. Bronson, the Partnership nor the General Partner, nor any of the other executive officers of the General Partner had any plans or proposals which may relate or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, by-laws, or instruments corresponding thereto or any actions which may impede the acquisition or control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Page 6 of 7 Pages Notwithstanding the foregoing, on February 24, 1998, the Issuer's Board of Directors unanimously approved the appointment of Steven N. Bronson to serve as the Issuer's president and Chief Executive Officer. The Board also approved an internal plan of restructuring pursuant to which the Issuer will change its name to Critical Technologies, Inc. The entity now known as Mikron Instrument Company, Inc. will operate as a wholly owned subsidiary of the Issuer. Item 5. Interest in Securities of the Issuer. (a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of 1,118,060 shares of the Issuer's Common Stock, representing approximately 28.1% of the total shares of Common Stock deemed outstanding. Such shares of Common Stock include 800,000 shares owned beneficially by the Partnership, as described below. Such shares also include 32,875 shares issuable upon exercise of warrants at an exercise price of $0.81 per share through December 31, 1998; 32,875 shares issuable upon exercise of warrants at an exercise price of $1.01 per share through December 31, 1998; 32,875 shares issuable upon exercise of warrants at an exercise price of $1.25 per share through December 31, 1998; 32,875 shares issuable upon exercise of warrants at an exercise price of $1.75 per share through December 31, 1998; and 153,685 shares issuable upon exercise of warrants at an exercise price of $2.50 per share through September 30, 2000. The Partnership may be deemed to beneficially own an aggregate of 800,000 shares of the Issuer's Common Stock, representing approximately 21.9% of the total shares of the Issuer's Common Stock deemed outstanding. The Partnership may be deemed to share voting and dispositive power of such shares with Steven N. Bronson. The foregoing shares of Common Stock do not include any shares held of record in the trading account of Catalyst and, with respect to such shares, the foregoing persons disclaim beneficial ownership. (c) On November 3, 1996, the Partnership acquired 200,000 shares of Common Stock by exercising the option previously granted to it. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities of the Issuer. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. Page 7 of 7 Pages Exhibit N - Joint 13D Filing Statement. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information as set forth in this statement is true, complete and correct. Date: December 28, 1998 /s/ STEVEN N. BRONSON ------------------------------------------- Steven N. Bronson LONG TERM GROWTH ASSOCIATES, LIMITED By: Long-Term Growth Associates, Inc., General Partner Date: December 28, 1998 By: /s/ STEVEN N. BRONSON ------------------------------------------- Steven N. Bronson, President EX-99.N 2 JOINT FILING AGREEMENT Exhibit N Reference is made to a report on Schedule 13D, being filed on or about the date hereof, with respect to the undersigned's beneficial ownership of shares of Common Stock of Mikron Instrument Company, Inc. The undersigned hereby acknowledge and agree that such Schedule 13D is being filed on behalf of each of the undersigned. This agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Date: December 28, 1998 /s/ STEVEN N. BRONSON ------------------------------------------- Steven N. Bronson LONG TERM GROWTH ASSOCIATES, LIMITED By: Long-Term Growth Associates, Inc., General Partner Date: December 28, 1998 By: /s/ STEVEN N. BRONSON ------------------------------------------- Steven N. Bronson, President -----END PRIVACY-ENHANCED MESSAGE-----