-----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, U430/tqOpbCYv1zYJ94yLizMcRxPB2fPpV3WIEvWVMZmJXG4fc+kxI+YtTcPu46f pndf3PgQjQv9q621xpkRbw== 0001029574-04-000039.txt : 20041202 0001029574-04-000039.hdr.sgml : 20041202 20041202093727 ACCESSION NUMBER: 0001029574-04-000039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGER STEPHEN A CENTRAL INDEX KEY: 0001087248 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 345 E 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC DIAGNOSTICS INC/DE/ CENTRAL INDEX KEY: 0000911649 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 561581761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47761 FILM NUMBER: 041178965 BUSINESS ADDRESS: STREET 1: 111 PENCADER DR CITY: NEWARK STATE: DE ZIP: 19702 BUSINESS PHONE: 3024566789 MAIL ADDRESS: STREET 1: 111 PENCADER DR CITY: NEWARK STATE: DE ZIP: 19702 FORMER COMPANY: FORMER CONFORMED NAME: ENSYS ENVIRONMENTAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19930907 SC 13D/A 1 strategic1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D AMENDMENT No. 1 Under the Securities Exchange Act of 1934 STRATEGIC DIAGNOSTICS INC. _________________________________________________________________ (Name of Issuer) Common Stock, Par Value $.01 per share _________________________________________________________________ (Title of Class of Securities 862700101 ____________________________ (CUSIP Number) Stephen A. Springer 345 E. 57th St., Suite 8A New York, New York 10022 (Phone: (212) 486-9734) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 18, 2004 _______________________ (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(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 ("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). SCHEDULE 13D Amendment No. 1 CUSIP NO. 862700101 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Stephen A. Springer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 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 United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 702,625 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 702,625 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 702,625 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.649% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 862700101 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Melanie A. Cissone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 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 United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.000% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 862700101 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Ralph J. Cissone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 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 United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.000% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 862700101 1. Name of Reporting Person SS or Identification No. of above person (optional) Ashley A. Springer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 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 United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.000% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 862700101 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Target Capital Management 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 40,000 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 40,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.207% 14. TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Schedule 13D Amendment No. 1 INTRODUCTION The ownership of 1,000,000 shares ("Shares") of common stock of the Issuer was previously reported by the Reporting Persons in a Schedule 13D filed with the Securities and Exchange Commission on February 18, 2004 (the "Original Schedule 13D"). The number of Shares now held by the Reporting Persons is 742,625 Shares. The cover page for each Reporting Person is hereby amended as shown in this Amendment No. 1. Item 5 is hereby amended as shown in this Amendment No. 1. All other Items remain unchanged from the Original Schedule 13D. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE PERSONS LISTED BELOW (THE "REPORTING PERSONS") SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to read as follows: (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 742,625 shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Stephen A. Springer 702,625(2) 3.649% Melanie A. Cissone -0- 0.000% Ralph J. Cissone -0- 0.000% Ashley A. Springer -0- 0.000% Target Capital Management 40,000(3) 0.208% ---------- ------- TOTAL 742,625 3.857%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 19,252,465 Shares (as reported in the Issuer's Form 10- Q as of September 30, 2004). (2) Such shares are held individually by Stephen A. Springer or in individual retirement accounts for Stephen A. Springer. (3) Shares are held by Target Capital Management for various clients of Target Capital Management. Such shares are included in this Schedule 13D since Target Capital Management shares voting and investment power (as defined in Rule 13d-3) with respect to such shares. (b) Stephen A. Springer has sole voting and dispositive power with respect to his shares enumerated in paragraph (a). Target Capital Management has shared voting and dispositive power over its shares enumerated in paragraph (a). (c) The following sales of the Shares were effected during the past sixty days:
Price/Share (in Dollars Commissions Sale In The Name Of Number of not Date Shares included) Stephen A. Springer 11/18/04 2,400 2.9332 11/18/04 6,000 2.9332 11/18/04 10,370 2.9332 11/22/04 8,500 2.8000 11/23/04 15,900 2.7000 11/23/04 10,000 2.7000 Target Capital 10/18/04 100 2.5299 Management 10/18/04 100 2.5599 10/18/04 500 2.5299 10/18/04 100 2.5599 10/18/04 100 2.5499 10/18/04 200 2.4599 10/18/04 1,500 2.5999 10/18/04 100 2.5499 10/21/04 1,000 2.5999 10/21/04 1,000 2.5999 11/18/04 20,000 2.9332 11/18/04 12,000 2.9332 11/18/04 6,000 2.9332 11/18/04 34,700 2.9332 11/18/04 1,700 3.0299 11/18/04 3,300 3.0299 11/18/04 4,100 3.0199 11/18/04 19,900 2.9332 11/18/04 14,500 2.9332 11/18/04 3,800 2.9299 11/18/04 100 2.9499 11/18/04 6,130 2.9332 11/18/04 5,000 2.9332 11/19/04 2,100 2.7422 11/19/04 4,000 2.7422 Ashley A. Springer 11/18/04 1,000 2.9332 Ralph J. Cissone 11/18/04 5,000 2,9332 Melanie A. Cissone 11/18/04 4,300 2.9332
All transactions were effectuated through open-market sales. (d) Not applicable (e) The date on which the Reporting Persons ceased to be the beneficial owner of more than five percent of the common stock of the Issuer was September 22, 2004. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED this 2nd day of December, 2004. S/Stephen A. Springer Stephen A. Springer S/Melanie A. Cissone Melanie A. Cissone S/Ralph J. Cissone Ralph J. Cissone S/Ashley A. Springer Ashley A. Springer TARGET CAPITAL MANAGEMENT By: s/Stephen A. Springer Stephen A. Springer -----END PRIVACY-ENHANCED MESSAGE-----