8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2009

MILESTONE SCIENTIFIC INC.
(Exact name of registrant as specified in its charter)

Delaware	001-14053	13-3545623
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

220 South Orange Avenue, Livingston Corporate Park, Livingston, New Jersey	07034
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 535-2717

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02:  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 1, 2009, Leonard Osser was appointed as Milestone’s Chief Executive Officer. Mr. Osser had been Milestone’s Interim Chief Executive Officer since March 2009. Mr. Osser previously served as Milestone’s Chief Executive Officer from 1991 to 2007.

Pursuant to his appointment as Chief Executive Officer, Mr. Osser entered into an Employment Agreement (the “Agreement”) with Milestone, effective September 1, 2009. The term of the Agreement is for a five year period ending on August 31, 2014. Under the Agreement, Mr. Osser will receive a base compensation of $300,000 per year. In addition, Mr. Osser may earn annual bonuses up to an aggregate of $400,000, payable one half in cash and one half in common stock, contingent upon Milestone achieving predetermined goals and targets as defined in the Agreement.

In addition, if in any year of the term of the Agreement Mr. Osser earns a bonus, he shall also be granted five-year stock options to purchase twice the number of shares earned. Each such option is to be exercisable at a price per share equal to the fair market value of a share on the date of grant (110% of the fair market value if Mr. Osser is a 10% or greater stockholder on the date of grant). The options shall vest and become exercisable to the extent of one-third of the shares covered at the end of each of the first three years following the date of grant, but shall only be exercisable while Mr. Osser is employed by Milestone or within 30 days after the termination of the Agreement.

Item 8.01:  Other Matters.

On September 1, 2009, we issued a press release, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01:  Financial Statements and Exhibits

(d)	Exhibits:
		99.1	Press Release dated September 1, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MILESTONE SCIENTIFIC INC.

By:	/s/ Leonard Osser
	Leonard Osser Chief Executive Officer

Dated: September 1, 2009

EX-99.1

Exhibit 99.1

MILESTONE SCIENTIFIC ANNOUNCES KEY LEADERSHIP CHANGES

Director Leslie Bernhard Appointed as New Chairman and Leonard Osser
Resumes Full Duties and Responsibilities as CEO

PISCATAWAY, N.J. – (PR NEWSWIRE) – September 1, 2009 – Milestone Scientific Inc. (OTCBB:MLSS), the recognized leader in advanced injection technologies, today announced that Leslie Bernhard, an independent director, has been named Chairman of the Board, succeeding Leonard Osser who had previously led the Company as Chairman since 1991. Osser, who has also served as the interim Chief Executive Officer since February 2009 and was formerly Milestone’s CEO from 1991 through 2007, will again lead the Company as its CEO effective immediately.

“In view of Leonard’s passion, vision and well defined strategy for optimizing Milestone’s future growth, having him resume the full duties and responsibilities of the CEO post is without question in the best interests of the Company, its dedicated workforce and its shareholders,” stated new Chairman Bernhard. “Moreover, by my assuming the Chairmanship, the Board can take advantage of enhancing our corporate governance and oversight, while freeing Leonard to concentrate on achieving the Company’s mission critical goals and objectives.”

Commenting on the leadership changes, Osser noted, “We are now seeing a number of promising growth opportunities in the international markets related to the expansion of our global dental distribution network and worldwide marketing of our award winning STA Single Tooth Anesthesia System^™. We are also gaining meaningful traction in our negotiations in collaborating on the development of new medical products utilizing our patented CompuFlo^® technology. Consequently, the Board determined that my time and effort was best utilized focused on fully capitalizing on these promising opportunities. As such, I’m very pleased that Leslie has agreed to assume leadership of the Board. In my capacity as a director and CEO, I look forward to working closely with her to help guide and manage our Company’s long term growth and anticipated success.”

About Milestone Scientific Inc.
Headquartered in Piscataway, New Jersey, Milestone Scientific is engaged in pioneering proprietary, highly innovative technological solutions for the medical and dental markets.  Central to the Company’s IP platform and product development strategy is its patented CompuFlo^® technology for the improved and painless delivery of local anesthetic. Specifically, CompuFlo is a computer-controlled, pressure sensitive infusion, perfusion, suffusion and aspiration technology, which provides real-time readouts of pressures, fluid densities and flow rates, enabling the advanced delivery and removal of a wide array of fluids.  The STA Single Tooth Anesthesia System^™, a computer-controlled local anesthesia delivery system, uses this technology to provide dentists with audible and visual signals as to in-tissue pressure. Milestone’s existing painless injection systems are currently sold in 25 countries. For more information on these and other innovative Milestone products, please visit the Company’s web site found at www.milestonescientific.com and www.STAis4U.com.

Safe Harbor Statement
This press release contains forward-looking statements regarding the timing and financial impact of the Milestone’s ability to implement its business plan, expected revenues and future success. These statements involve a number of risks and uncertainties and are based on assumptions involving judgments with respect to future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond Milestone’s control. Some of the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements are general economic conditions, failure to achieve expected revenue growth, changes in our operating expenses, adverse patent rulings, FDA or legal developments, competitive pressures, changes in customer and market requirements and standards, and the risk factors detailed from time to time in Milestone’s periodic filings with the Securities and Exchange Commission, including without limitation, Milestone’s Annual Report for the year ended December 31, 2008. The forward looking-statements in this press release are based upon management’s reasonable belief as of the date hereof. Milestone undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

FOR MORE INFORMATION, PLEASE CONTACT:
Elite Financial Communications Group
Dodi Handy, President and CEO (Twitter: @dodihandy)
For Media Inquiries: Kathy Addison, Director, Elite Media Group (Twitter: @kathyaddison)
407-585-1080 or via email at mlss@efcg.net