Schedule 13D Amendment No. 1

-----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, LlSmhh+U2JnnLVGy8mdrSA+f5IyGYI5ysZT41OCQHAxcfX9NkS2ueedPyPkCQvSF Lv36jROZr5uCZotJbaJqew== 0001193125-09-042024.txt : 20090302 0001193125-09-042024.hdr.sgml : 20090302 20090302111218 ACCESSION NUMBER: 0001193125-09-042024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090302 DATE AS OF CHANGE: 20090302 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39373 FILM NUMBER: 09645879 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: CRABB JOSEPH H CENTRAL INDEX KEY: 0001136546 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2078782770 MAIL ADDRESS: STREET 1: IMMUCELL CORP STREET 2: 56 EVERGREEN DRIVE CITY: PORTLAND STATE: ME ZIP: 04103 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ImmuCell Corporation

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

452525306

(CUSIP Number)

Joseph H. Crabb, Vice President and Chief Scientific Officer

ImmuCell Corporation

56 Evergreen Drive

Portland, ME 04103

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 27, 2009

(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. x

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.

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 452525306		Page 2 of 4


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Joseph H. Crabb
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) P F
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
(6)	Citizenship or Place of Organization USA


Number of Shares Beneficially Owned by Each Reporting Person With		(7) Sole Voting Power 49,000
		(8) Shared Voting Power 112,111
		(9) Sole Dispositive Power 49,000
		(10) Shared Dispositive Power 112,111


(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 161,111
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
(13)	Percent of Class Represented by Amount in Row (11) 5.3%
(14)	Type of Reporting Person (See Instructions) I N

3 of 4

Item 1.

Security and Issuer.

Common stock, par value $0.10 per share

ImmuCell Corporation

56 Evergreen Drive

Portland, ME 04103

Item 2.

Identity and Background.


a)		Joseph H. Crabb

b)		c/o ImmuCell Corporation
		56 Evergreen Drive
		Portland, ME 04103

c)		Vice President and Chief Scientific Officer of ImmuCell Corporation

d)		This person has not been convicted in a criminal proceeding during the last five years

e)		This 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.

The source of the $135,455 used to acquire the common stock is personal funds of the reporting person.

Item 4.

Purpose of Transaction.

The purpose of the acquisition is personal investment.

Item 5.

Interest in Securities of the Issuer.

The 161,111 shares, which represents 5.3% of the outstanding common stock, include 49,000 shares subject to stock options that are currently exercisable. Dr. Crabb shares jointly with is wife, BetsyAnne Crabb, voting and dispositive power as to these 112,111 shares of common stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Joseph H. Crabb and any person or entity with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

None

4 of 4

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 and correct.

Dated as of March 2, 2009


/s/ Joseph H. Crabb
Name:		Joseph H. Crabb
Title:		Vice President and Chief Scientific Officer

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