-----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, Wh3fWzv9h6oDSwVsFSlb/LLWblw/SFkPYKaivvW1ymsYdf0+rvWlvbNUt4t/O9Ye KZRTPn1r0CB1NjoTvCeV4g== 0000889812-97-002075.txt : 19970930 0000889812-97-002075.hdr.sgml : 19970930 ACCESSION NUMBER: 0000889812-97-002075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970929 SROS: BSE SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MISONIX INC CENTRAL INDEX KEY: 0000880432 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 112148932 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43922 FILM NUMBER: 97687658 BUSINESS ADDRESS: STREET 1: 1938 NEW HIGHWAY CITY: FARMINGDALE STATE: NY ZIP: 11747 BUSINESS PHONE: 5166949555 FORMER COMPANY: FORMER CONFORMED NAME: MEDSONIC INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GELMAN GARY CENTRAL INDEX KEY: 0000933529 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE JERICHO PLAZA CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5159388000 MAIL ADDRESS: STREET 1: HARTMAN & CRAVEN STREET 2: 460 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* MISONIX, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 604871103 ------------------------------------------------------- (CUSIP Number) Edward I. Tishelman c/o Hartman & Craven LLP, 460 Park Avenue, NY, NY 10022 (212) 753-7500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 12, 1997 ------------------------------------------------------- (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 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. 604871103 SCHEDULE 13D Page 2 of 5 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gary Gelman Soc. Sec. No. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS PF-Personal 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 United States 7. SOLE VOTING POWER 585,430 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -- OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 585,430 WITH 10. SHARED DISPOSITIVE POWER -- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,430 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.81% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDE EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 5 Item 1. Security and Issuer The undersigned hereby amends the Schedule 13D dated December 1, 1994 and Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6 and No. 7 thereto dated December 8, 1994, December 22, 1994, April 6, 1995, June 26, 1995, March 27, 1996, February 18, 1997 and August 27, 1997 (collectively the "Schedule 13D") with respect to the shares of common stock (the "Stock") of Misonix Inc. (the "Company"). Except as expressly set forth herein, there has been no material change in the facts set forth in the Schedule 13D. Item 2. Identity and Background This statement is being filed by Mr. Gelman, a United States citizen whose business address is c/o American Claims Evaluation, Inc., One Jericho Plaza, Jericho, New York 11753. Mr. Gelman's principal occupation is as Chairman of the Board, President, Chief Executive and Chief Operating Officer of American Claims Evaluation, Inc., whose principal business is the verification of medical bills presented for payment to insurance companies and others and rendering services in the vocational rehabilitation of persons involved in workmen's compensation disabilities. Mr. Gelman was designated a director of the Company on June 26, 1995 and commenced serving as Chairman of the Board of Directors on March 27, 1996. He was reelected as a director at the Annual Meeting of Shareholders on February 19, 1997. Mr. Gelman 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 as a result of which he was or is subject to 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. Item 3. Source and Amount of Funds or Other Consideration N/A Item 4. Purpose of Transaction (a) This Report deals with the sale of shares by the Company to the reporting person. (b)-(j) Not Applicable. Page 4 of 5 Item 5. Interest in Securities of the Issuer (a) The aggregate number of the Company's shares of Stock beneficially owned by the undersigned on the close of business on September 15, 1997 was 585,430; this included options to acquire 459,000 shares under the Company's Outside Directors Stock Option Plan, which options are exercisable immediately, and accordingly, all shares underlying these options have been treated as beneficially owned by the reporting person. The percentage of the outstanding shares owned by the reporting person has been calculated based upon a denominator comprised of the 3,781,436 common shares reported by the Company to be issued and outstanding as of May 1, 1997 together with the 459,000 shares covered by the options held by the reporting person, or a total of 4,240,436 shares, thereby giving the reporting person beneficial ownership of 13.81% of the Company's outstanding shares. (b) Number of Shares as to which, on the date referred to on the cover, the undersigned had: (i) sole power to vote or to direct the vote............................... 585,430 (ii) shared power to vote or to direct the vote............................... -- (iii) sole power to dispose or to direct the disposition of .................... 585,430 (iv) shared power to dispose or to direct the disposition of .................... -- (c) The following transactions in the Company's shares were effected by the undersigned during the sixty day period preceding the date set forth on the cover: Date Number of Shares Sold Price Per Share 9/3/97 10,000 $16.325 9/4/97 5,000 16.5 9/8/97 5,000 16.875 9/11/97 10,000 18.125 9/12/97 10,000 20.625 9/12/97 2,500 20.75 9/15/97 2,500 21.375 9/15/97 5,000 21.75 Page 5 of 5 (d) Not applicable. (e) Not applicable. 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: September 26, 1997 /s/ Gary Gelman ----------------------- Gary Gelman -----END PRIVACY-ENHANCED MESSAGE-----