SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
ROBOTIC VISION SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
771074 10 1
------------------------------------
(CUSIP Number)
Parker Duryee Rosoff & Haft, 529 Fifth Avenue, New York, NY 10017;
(212) 599-0500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 6, 1995
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(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
disclosure 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).
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CUSIP NO. 771074 10 1 Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARIE CIOTI
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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
USA
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 1,200,000
Person With
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,200,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILING OUT!
Include both sides of the cover page, responses to Item 1-7
(including exhibits) of the Schedule, and the signature attestation.
2 of 7
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CUSIP NO. 771074 10 1 Page 3 of 7 Pages
Note: Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this
first electronic amendment to a paper format Schedule
13D restates the entire text of the Schedule 13D.
Item 1. Security and Issuer
-------------------
This Statement relates to the Common Shares, par value $.01 per
share (the "Shares"), of Robotic Vision Systems, Inc., 425 Rabro Drive
East, Hauppauge, New York 11788 (the "Issuer").
Item 2. Identity and Background
-----------------------
This Statement is filed by the person identified below:
1. Marie Cioti
Address: 408 Mamaroneck Avenue
Scarsdale, New York 10583
Principal Business: Homemaker; private
investor
Citizenship: USA
The person identified above has not, during the past 5 years: (a)
with the one exception listed below, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining violations of or prohibiting or mandating activities subject to
Federal or state securities laws or finding any violation with respect to
such laws. On December 9, 1988, the undersigned entered a plea of guilty
to one count of a violation of 26 USC Sec.7203 (failure to keep required
records under the Internal Revenue Code) in the United States District
Court for the Southern District of New York, for which she was fined
$100,000. In addition, the undersigned received a one year suspended
sentence and five years of probation and was required to complete 500 hours
of community service.
Item 3. Source and Amount of Funds or Other Consideration
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Personal assets.
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CUSIP NO. 771074 10 1 Page 4 of 7 Pages
Item 4. Purpose of Transaction
----------------------
The undersigned acquired the Shares which are the subject of this
Statement on Schedule 13D for investment purposes.
The undersigned does not have any present intention which relates
to or would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer; (c) a sale or transfer
of a material amount of assets of the Issuer; (d) any change in the present
board of directors or management of the Issuer, including any plans or
proposals to change the number or terms of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material
change in the Issuer's business or corporate structure; (g) changes in the
Issuer's charter, by-laws or instruments corresponding thereto or other
actions which may impede the acquisition control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g) (4) of
the Securities Exchange Act of 1934, as amended; or (j) any actions similar
to any of those enumerated above.
The undersigned, however, reserves (a) the right to change her
plans with respect to any of the foregoing, including (a) the right,
depending on circumstances, including general economic circumstances, then
existing, to increase, decrease, or dispose of her beneficial ownership of
any of the Issuer's equity securities, in the open market, through
privately placed transactions, or otherwise and (b) the right to act in
concert with any one or more persons with respect to any of the foregoing.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The following tabular presentation sets forth the number of
Shares beneficially owned by the undersigned, as well as the percentage of
Shares outstanding held by the undersigned:
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CUSIP NO. 771074 10 1 Page 5 of 7 Pages
As of January 3, 1994 As of June 6, 1995
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Approximate Approximate
Percentage of Percentage
Name of Shares Shares Shares of Shares
Beneficial Owner Owned Outstanding(1) Owned Outstanding(2)
- ---------------- ------ -------------- ------ --------------
Marie Cioti 1,600,000 13.8% 1,200,000 9.9%
408 Mamaroneck Road
Scarsdale, NY 10583
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(1) Based upon 11,194,307 Shares issued and outstanding as of January 25,
1994, and including 400,000 Shares issuable to the undersigned upon
exercise of currently exercisable warrants.
(2) Based upon 11,671,615 Shares issued and outstanding as of March 31,
1995 and including 400,000 Shares issuable to the undersigned upon
exercise of currently exercisable warrants.
(b) The undersigned has exclusive voting and dispositive control
over the Shares beneficially owned by the undersigned.
(c) On January 3, 1994, the undersigned acquired record ownership
of the securities to which this Statement on Schedule 13D relates from her
daughters, Rosemarie Amicucci and Melanie Alvarez, each of whom had acted
as her nominee in connection with the purchase from the Issuer of an
aggregate of 1,200,000 Shares, as well as warrants to purchase an
additional 400,000 Shares at an exercise price of $1.00 per share
("Warrants"), in equal tranches in January 1992 and July 1992 for an
aggregate consideration of $600,000. Nine other persons (collectively, the
"Private Placement Investors"), each unaffiliated with the undersigned or
with either of Mrs. Amicucci or Mrs. Alvarez, contemporaneously purchased
an aggregate of 1,800,000 Shares, as well as an aggregate of 600,000
Warrants, from the Issuer for an aggregate consideration of $2,400,000.
The undersigned disclaims membership in a "group", as such term is defined
in Rule 13d-5(b), promulgated under the Securities Exchange Act of 1934, as
amended, to the extent the Private Placement Investors may be deemed to be
such.
During the sixty days prior to June 8, 1995, the undersigned sold
the following number of Shares on the dates and for the prices indicated in
ordinary brokerage transactions:
Number
Date of Shares Price Per Share
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May 23, 1995 15,000 $10-1/8
May 24, 1995 5,000 $10
May 24, 1995 15,000 $10-1/8
June 6, 1995 195,000 $10
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CUSIP NO. 771074 10 1 Page 6 of 7 Pages
June 6, 1995 25,000 $10-1/8
June 6, 1995 30,000 $10-1/4
June 6, 1995 30,000 $10-3/8
June 6, 1995 22,500 $10-5/8
June 7, 1995 62,500 $10-2/5
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Total 400,000
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings & Relationships
with Respect to the Securities of the Issuer
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The Private Placement Investors, inclusive of the undersigned,
have been accorded the right, expiring in 1995, to collectively designate
two nominees to the Issuer's Board of Directors.
Except as set forth in the immediately preceding paragraph, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the undersigned and any other person with respect to the
securities of the Issuer.
Item 7. Material to be filed as Exhibits
None.
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CUSIP NO. 771074 10 1 Page 7 of 7 Pages
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,
complete and correct.
/s/Marie Cioti
---------------------------
Marie Cioti
Date: June 8, 1995
