-----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, ENrCQBm/9NlVL44TSr2LLpImPRIdnbnZ/97PW567ihXwDUxxvtjNkQNTh4jCf2E2 D5e5D9dF2/QD/fFRsr4uaA== 0001072613-01-500349.txt : 20010312 0001072613-01-500349.hdr.sgml : 20010312 ACCESSION NUMBER: 0001072613-01-500349 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUCELL CORP /DE/ CENTRAL INDEX KEY: 0000811641 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 010382980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39373 FILM NUMBER: 1564644 BUSINESS ADDRESS: STREET 1: 56 EVERGREEN DR CITY: PORTLAND STATE: ME ZIP: 04103 BUSINESS PHONE: 2078782770 MAIL ADDRESS: STREET 1: 56 EVERGREEN DRIVE CITY: PORTLAND STATE: ME ZIP: 04103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM MICHAEL F CENTRAL INDEX KEY: 0001136544 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: IMMUCELL CORP STREET 2: 56 EVERGREEN DRIVE CITY: PORTLAND STATE: ME ZIP: 04103 BUSINESS PHONE: 2078782770 MAIL ADDRESS: STREET 1: IMMUCELL CORP STREET 2: 56 EVERGREEN DRIVE CITY: PORTLAND STATE: ME ZIP: 04103 SC 13D 1 sc13d_10598b.txt SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __________ )(1) ImmuCell Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.10 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 452525 30 6 - -------------------------------------------------------------------------------- (CUSIP Number) Michael F. Brigham c/o ImmuCell Corporation 56 Evergreen Drive Portland, ME 04103 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2000 - -------------------------------------------------------------------------------- (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), 13d-1(f) or 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 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - ---------- (1) 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 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). (SC13D-07/99) ================================================================================ CUSIP No.452525 30 6 13D Page 2 of 5 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael F. Brigham ________________________________________________________________________________ 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 147,045 (including 68,269 shares subject to stock options held by the Reporting Person, which are exercisable) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 147,045 (including 68,269 shares subject to stock options held by the Reporting Person, which are exercisable) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,045 (including 68,269 shares subject to stock options held by the Reporting Person, which are exercisable) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 452525 30 6 13D Page 3 of 5 Pages ________________________________________________________________________________ Item 1. Security and Issuer. Common Stock, $0.10 par value per share; ImmuCell Corporation 56 Evergreen Drive Portland, ME 04103 ________________________________________________________________________________ Item 2. Identity and Background. (a) Michael F. Brigham (b) c/o ImmuCell Corporation 56 Evergreen Drive Portland, ME 04103 (c) President and CEO of ImmuCell Corporation, 56 Evergreen Drive, Portland, ME 04103, an animal health biotechnology company (d) The Reporting Person has not been convicted in a criminal proceeding during the last five years. (e) The Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years. (f) USA ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. 35,776 shares held by the Reporting Person were acquired in the open market and 43,000 shares were acquired upon the exercise of employee stock options, for an aggregate purchase price of $117,440 using Personal Funds. 68,269 shares are subject to stock options which are currently exercisable for an aggregate exercise price of $135,465. If any of such options are exercised, Personal Funds are intended to be used to purchase the shares subject to the stock options. ________________________________________________________________________________ Item 4. Purpose of Transaction. The securities reported on this Schedule 13D were acquired for personal investment. Some of the securities represent stock options granted to the Reporting Person by the Issuer in connection with his employment as an officer of the Issuer. (a) The Reporting Person holds unvested options to acquire an additional 64,667 shares at exercise prices ranging from $1.3125 to $4.00 per share, which become exercisable at various times beginning June 30, 2001. (b) none (c) none CUSIP No. 452525 30 6 13D Page 4 of 5 Pages (d) none (e) none (f) none (g) none (h) none (i) none (j) none ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) As of the date of this Schedule 13D, the Reporting Person beneficially owned 147,045 shares (including 68,269 shares subject to vested stock options held by the Reporting Person), 5.3% of the Issuer's outstanding common stock (b) Reporting Person has sole power to vote and sole power to dispose of all 147,045 shares beneficially owned by him. (c) Options to acquire 25,000 shares of common stock at $1.046875 per share were exercised by the Reporting Person on January 2, 2001. Unexercised options as to 16,667 shares at an exercise price of $1.3125 per share became vested as of March 1, 2001, and thus were deemed to be beneficially owned by the Reporting Person 60 days prior to that date. (d) n/a (e) n/a ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None, other than the employee stock options granted to the Reporting Person by the Issuer from time to time since June 25, 1993 in connection with his employment as an officer of the Issuer. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. n/a ________________________________________________________________________________ CUSIP No. 452525 30 6 13D Page 5 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. March 8, 2001 ---------------------------------------- (Date) /s/ Michael F. Brigham ---------------------------------------- (Signature) Michael F, Brigham President and CEO ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EDGARLink 7.0 (8/00) Ver. 3.1 -----END PRIVACY-ENHANCED MESSAGE-----