-----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, D3PY6kdb41jehTARl+OJhqNejJ5Tu2Q5a4d/J22OYWbzkAoHN7CuKPGJPNk75/+k 6AMz1nwvfX8rfAUf5Ryn/Q== 0000950136-05-003926.txt : 20050630 0000950136-05-003926.hdr.sgml : 20050630 20050630172029 ACCESSION NUMBER: 0000950136-05-003926 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050627 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILESTONE SCIENTIFIC INC/NJ CENTRAL INDEX KEY: 0000855683 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 133545623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14053 FILM NUMBER: 05929495 BUSINESS ADDRESS: STREET 1: 220 S ORANGE AVE STREET 2: LIVINGSTON CORPORATE PARK CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 2013793171 MAIL ADDRESS: STREET 1: 44 KEAN ROAD STREET 2: 220 SOUTH ORANGE AVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 FORMER COMPANY: FORMER CONFORMED NAME: U S OPPORTUNITY SEARCH INC DATE OF NAME CHANGE: 19920703 8-K 1 file001.htm FORM 8-K






                       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) JUNE 27, 2005
                                                         ---------------------


                            MILESTONE SCIENTIFIC INC.
                            -------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


              DELAWARE                   001-14053             13-3545623
- ----------------------------------- --------------------  ----------------------
  (STATE OR OTHER JURISDICTION OF    (COMMISSION FILE       (IRS EMPLOYER
           INCORPORATION)                 NUMBER)         IDENTIFICATION NO.)


220 SOUTH ORANGE AVENUE, LIVINGSTON CORPORATE PARK, LIVINGSTON, NEW JERSEY 07034
- --------------------------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (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:

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

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

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

[ ]    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 June 27, 2005, Milestone Scientific Inc. ("Milestone") elected
Thomas R. Ronca as Chief Operating Officer. Mr. Ronca will receive annual
compensation of $185,000, of which $20,000 is payable in shares of Milestone's
common stock. In addition, Mr. Ronca may earn a bonus up to an aggregate of
$60,000, contingent upon Milestone achieving predetermined operating cash flow,
revenue and earnings targets for two successive quarters out of the last quarter
of 2005 and the first and second quarters of 2006. Mr. Ronca's election was
announced on June 30, 2005 in a press release, a copy of which is attached as
Exhibit 99.1 to this report and is incorporated herein by reference.


ITEM 8.01:  OTHER EVENTS

            On June 28, 2005, Milestone issued a press release announcing a
private placement of $850,000 of Units to institutional investors. A copy of the
press release is attached as Exhibit 99.2 to this report.


ITEM 9.01:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

           (c) Exhibits:

EXHIBIT
NUMBER                            DESCRIPTION
- --------                          ------------

99.1           Press release, dated June 30, 2005, announcing Milestone's
               appointment of a Chief Operating Officer.

99.2           Press release, dated June 28, 2005, announcing Milestone's
               private placement of $850,000 of Units




                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.


                                    MILESTONE SCIENTIFIC INC.

                                    By:   /s/ Leonard Osser
                                          -------------------------------------
                                          Leonard Osser
                                          Chairman and Chief Executive Officer


Dated:  June 30, 2005











                                       2
EX-99.1 2 file002.htm PRESS RELEASE


FOR IMMEDIATE RELEASE
- ---------------------

CONTACT

LEONARD OSSER, CEO

MILESTONE SCIENTIFIC INC
(973) 535-2717; (973) 535-2829 (FAX)
WEB SITE: www.milesci.com

                  THOMAS RONCA JOINS MILESTONE SCIENTIFIC INC.
                                       AS
                             CHIEF OPERATING OFFICER

        HEALTHCARE INDUSTRY EXECUTIVE TO FOCUS UPON COMMERCIALIZATION OF
                   COMPUFLO(TM) ANESTHETIC DELIVERY TECHNOLOGY

LIVINGSTON, NEW JERSEY (JUNE 30, 2005) -- MILESTONE SCIENTIFIC INC. (AMEX: MS),
which develops, manufactures and markets computer controlled local anesthetic
delivery systems, today announced that Thomas R. Ronca has joined the Company's
executive management team as Chief Operating Officer, effective immediately.

While most recently a medical industry consultant, Mr. Ronca was during the
years 1994-2003 a Senior Vice President and General Manager of the Medical
Technology Division of B. Braun Medical, Inc., a subsidiary of B. Braun
Melsungen AG, a $3 billion global supplier of medical devices and other
healthcare products. He was responsible for P&L, Sales/Marketing, New Product
Development, Regulatory Affairs, QA, Customer Service and the opening of new
markets. From 1996 through 2000, he simultaneously served as President and Chief
Operating Officer of B. Braun Biotech, Inc., which provides fermenters,
bioreactors and laboratory equipment to over 200 customers in the pharmaceutical
and biotechnology industries. Mr. Ronca joined B. Braun Medical in 1977 as
Director of Quality Assurance and Regulatory Affairs, and he was subsequently
promoted to President and CEO (1989-1994) of Nova Medical, Inc. (owned by B.
Braun) and Senior Vice President of Research and Development (1992-1996). Prior
to joining B. Braun, he served as Department Head, Environmental Control at E.R.
Squibb & Sons during the years 1967-1977.

While with B. Braun Medical, Mr. Ronca was responsible for numerous 510(k)
applications to the U.S. Food & Drug Administration (FDA), as well as the
filings of IDEs, INDs, ANDAs and PMAs. He sponsored and managed clinical trials,
and he was responsible for clinical monitoring, data collection, the
communication of regulatory objectives to staff, the assessment of success
relative to objectives, and presentations to FDA and senior management.

In his new role, Mr. Ronca will lead Milestone's efforts to commercialize its
CompuFlo technology in the medical market, initially for the administration of
epidural anesthetic injections. His background in the medical technology arena
should allow Mr. Ronca to successfully manage both the clinical and regulatory
processes. With the addition of Mr. Ronca, Milestone has assembled a team of
talented people in the industry and academia to advance product development and
promote the technology.

"We believe Tom's extensive experience in operations and regulatory approval
processes will prove invaluable to Milestone as we pursue the commercialization
of our CompuFlo technology, which allows



doctors to administer local anesthetics to patients with greater safety than is
possible with traditional 150-year-old hypodermic syringe technology," stated
Leonard Osser, Chief Executive Officer of Milestone Scientific Inc. "Clinical
studies have proven CompuFlo's ability to positively identify the epidural
space, which is critically important when administering local anesthesia during
childbirth procedures. Tom has vast knowledge and strong relationships in the
medical device field, and we believe his efforts will accelerate
commercialization of our innovative CompuFlo technology. "

ABOUT MILESTONE SCIENTIFIC INC.

MILESTONE SCIENTIFIC is the developer, manufacturer and marketer of CompuMed(R)
and CompuDent(R) computer controlled local anesthetic delivery systems. These
systems comprise a microprocessor controlled drive unit as well as The Wand(R)
handpiece, a single patient use product that is held in a pen-like manner for
injections. The Company also sells the SafetyWand(R), which incorporates
engineered sharps injury protection features to aid in the prevention of
accidental needlesticks. Milestone has also developed proprietary consumer
(Ionic White) and professional (Cool Blue) teeth whitening systems that were
introduced to the market in early 2005.

In 2001, Milestone Scientific received broad United States patent protection on
an enabling technology for computer controlled, pressure sensitive infusion,
perfusion, suffusion and aspiration, which provides real time displays of
pressures, fluid densities and flow rates, that advances the delivery and
removal of a wide array of fluids. Development of this CompuFlo technology is
currently underway.

The Company is headquartered in Livingston, New Jersey, and its common stock
trades on the American Stock Exchange under the symbol "MS".

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 on Form
10-KSB for the year ended December 31, 2004. 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.






EX-99.2 3 file003.htm PRESS RELEASE



FOR IMMEDIATE RELEASE
- ---------------------

CONTACT

LEONARD OSSER, CEO
MILESTONE SCIENTIFIC INC
(973) 535-2717; (973) 535-2829 (FAX)
WEB SITE: www.milesci.com

                       MILESTONE SCIENTIFIC INC. ANNOUNCES
                 $850,000 PRIVATE PLACEMENT OF COMMON STOCK WITH
                             INSTITUTIONAL INVESTORS

         COMPANY EXPECTS TO COMPLY WITH AMERICAN STOCK EXCHANGE LISTING
                          REQUIREMENTS AT JUNE 30, 2005

LIVINGSTON, NEW JERSEY (JUNE 28, 2005) -- MILESTONE SCIENTIFIC INC. (AMEX: MS),
which develops, manufactures and markets computer controlled local anesthetic
delivery systems for medical and dental applications, today announced the entry
into an $850,000 private placement offering with two accredited institutional
investors. The offering consists of 34,000 Units, each comprised of 10 shares of
Common Stock and two Warrants. Each Warrant entitles the holder to purchase a
share of Common Stock at $4.89 per share through the close of business on
February 16, 2009. The Units were priced at 100% of the average closing price of
10 shares of Common Stock during the 10 trading days immediately preceding the
execution of subscription agreements. A portion of the funds have already been
received and the balance is expected in the next few days. Both institutions are
current holders of Milestone's securities. Dynamic Decisions S.R.L. acted as
investment adviser to Milestone in this transaction.

"We are gratified that two of our existing institutional shareholders will be
increasing their equity investment in the Company through further purchases of
Common Stock," stated Leonard Osser, Chairman and Chief Executive Officer of
Milestone Scientific Inc. "This additional capital further assures our expected
compliance at June 30, 2005 with the $6 million minimum net equity requirement
for continued listing on the American Stock Exchange."

ABOUT MILESTONE SCIENTIFIC, INC.

MILESTONE SCIENTIFIC is the developer, manufacturer and marketer of CompuMed(R)
and CompuDent(R) computer controlled local anesthetic delivery systems for
medical and dental applications. These systems are comprised of a microprocessor
controlled drive unit and single patient use disposable handpieces. The Company
recently announced its entry into the tooth whitening market through a third
party mass-marketing organization. The consumer product is being marketed under
the distributor's trademark Ionic White(TM). Milestone has also developed and
patented its CompuFlo(TM) technology, which advances the delivery and removal of
a wide array of fluids from the human body by providing real time displays of
pressures, fluid densities and flow rates. In 2002, Milestone Scientific
received United States patent protection on a safety engineered sharps
technology that allows for fully automated true single-handed activation with
needle anti-deflection and force-reduction capability. In 2003, Milestone
received FDA Clearance to market SafetyWand(R), which incorporates engineered
sharps injury protection features to aid in the prevention of accidental
needlesticks.




The Company is headquartered in Livingston, New Jersey, and its common stock
trades on the American Stock Exchange under the symbol "MS". For additional
information, please visit the Company's website at www.milesci.com.

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 on Form
10-KSB for the year ended December 31, 2003. 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.








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