<PAGE> 1
----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form . . . . 14.90
----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 22 )*
------
CUSTOMEDIX CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
232038 20 8
-------------------------------------------------------
(CUSIP Number)
Dr. Gordon S. Cohen, c/o Jeneric/Pentron, Inc., 53 N. Plains Industrial Rd.,
Wallingford, CT 06492 (800-243-3969)
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 8, 1995
-------------------------------------------------------
(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).
<PAGE> 2
SCHEDULE 13D
- ------------------------------ -------------------------------
CUSIP No. 232038 20 8 Page 2 of 4 Pages
------------------- --------- ---------
- ------------------------------ -------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Gordon S. Cohen
(b) Cohen Family Trust Partnership - ID# 06104134
- -------------------------------------------------------------------------------
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
(a) USA
(b) Connecticut
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER (a) 1,797,792 shares, includes 433,262
shares held by (b) the Cohen Family Trust Partnership.
Also includes 116,500 shares held by emancipated adult
children of Dr. Cohen, as to which he disclaims
NUMBER OF beneficial ownership.
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER(a) 1,797,792 shares, includes
PERSON 433,262 shares held by (b) the Cohen Family Trust
WITH Partnership. Also includes 116,500 shares held by
emancipated adult children of Dr. Cohen, as to which he
disclaims beneficial owwnership.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (a) 1,797,792
shares, includes 433,262 shares held by (b) the Cohen Family Trust
Partnership. Also includes 116,500 shares held by emancipated adult
children of Dr. Cohen, as to which shares he disclaims beneficial
ownership.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
48.71 total ownership (consisting of (a) 36.97 (b) 11.74) )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) IN (b) PN
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
page 3 of 4
ITEM 1. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number and percentage of the class of securities identified
pursuant to Item 1 above beneficially owned by Dr. Cohen are 1,797,792 shares
and 48.71% respectively.
The figure includes the 433,262 shares owned by the Partnership since Dr. Cohen
is the Managing Partner of the Partnership and has voting and dispositive power
with respect to such shares. Dr. Cohen holds sole voting and dispositive power
as to all the above shares except that Dr. Cohen has no voting or dispositive
power with respect to 116,500 shares included herein owned by his emancipated
adult children as to which shares he disclaims beneficial ownership.
ITEM 2. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Under Dr. Cohen's employment agreement with the Company's wholly-owned
subsidiary, Jeneric/Pentron, Inc., the Company may issue on each of the
anniversary dates of such employment agreement an option to receive as an annual
bonus up to 12,500 shares of Common Stock, exercisable at any time during the
terms of the employment agreement through December 31, 1997. Dr. Cohen has
exercised such options with respect to 12,500 shares of the Common Stock during
1994. His employment agreement expires December 31, 1996 and Dr. Cohen has and
may continue to receive a similar option determined annually by the Company's
Compensation Committee, to acquire 12,500 shares during any year of the extended
term.
ITEM 3. MATERIAL TO BE FILED AS EXHIBITS.
None
<PAGE> 4
page 4 of 4
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.
-------------------------------------
GORDON S. COHEN
THE COHEN FAMILY TRUST
PARTNERSHIP
By:
----------------------------------
Gordon S. Cohen
Managing Partner
Dated: May 8, 1995
