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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 24)*
CUSTOMEDIX CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
232038 20 8
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(CUSIP Number)
Dr. Gordon S. Cohen, c/o Jeneric/Pentron, Inc.,
53 N. Plains Industrial Road, Wallingford, CT. 06492 (800) 243-3969
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
2/9/96
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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
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).
(Continued on following pages)
(Page 1 of 7 Pages)
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SCHEDULE 13D
CUSIP NO. 232038 20 8 PAGE 2 OF 5 PAGES
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(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
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(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds
PF
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(5) Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
(a) USA
(b) Connecticut
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(7) Sole Voting Power (a) 1,809,792 shares, includes
435,262 shares held by (b) the Cohen Family Trust
Partnership. Also includes 126,500 shares held by
emancipated adult children of Dr. Cohen, as to which
Number of he disclaims beneficial ownership.
Shares bene- ---------------------------------------------------------
ficially (8) Shared Voting Power
Owned by ---------------------------------------------------------
Each Report- (9) Sole Dispositive Power (a) 1,809,792 shares,
ing Person includes 435,262 shares held by (b) the Cohen Family
With Trust Partnership. Also includes 126,500 shares
held by emancipated adult children of Dr. Cohen, as
to which shares he disclaims beneficial ownership.
---------------------------------------------------------
(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person (a) 1,809,792 shares, includes 435,262 shares held
by (b) the Cohen Family Trust Partnership. Also includes
126,500 shares held by emancipated adult children of Dr.
Cohen as to which shares he disclaims beneficial
ownership.
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(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
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(13) Percent of Class Represented by Amount in Row (11)
(a) 41.7 (b) 13.2 (54.9 total ownership)
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(14) Type of Reporting Person
(a) IN (b) PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5
ITEM 4 -- Purpose of Transaction.
Dr. Cohen and the Partnership ("The Reporting Persons") acquired their
shares of Common Stock solely for the purpose of investment. The Reporting
Persons are proposing to the Issuer an offer to acquire all of the outstanding
shares of Common Stock in a negotiated merger transaction at a price per share
of $1-15/16 (the "Proposal"). The Proposal provides that such acquisition would
be effected by means of a merger of the Issuer with a corporation formed by the
Reporting Persons for that purpose. The Issuer would be the surviving
corporation. The details of the Reporting Persons' Proposal will be contained
in a definitive merger agreement to be negotiated with the Issuer. The
Reporting Persons anticipate that they will promptly prepare and deliver to the
Issuer a draft of such agreement.
On February 5, 1996, the Reporting Persons issued a press release
regarding their Proposal. A copy of such press release (the "February 5, 1996
Press Release") is filed as Exhibit 1 to this Amendment. The information
set forth in the February 5, 1996 Press Release is incorporated herein by
reference.
ITEM 7 -- Material to be Filed as Exhibits.
The February 5, 1996 Press Release is filed as Exhibit 1 hereto.
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Page 4 of 5
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Dated: February 9, 1996
/s/ Gordon S. Cohen
---------------------------------
Dr. Gordon S. Cohen
THE COHEN FAMILY TRUST PARTNERSHIP
By: /s/ Gordon S. Cohen
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Dr. Gordon S. Cohen
Managing Partner
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Page 5 of 5
EXHIBIT INDEX
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EXHIBIT TITLE NUMBERED PAGE
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99 Press release dated February 5, 1996,
issued by the Reporting Persons.
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[CUSTOMEDIX CORPORATION LOGO]
53 N. PLAINS INDUSTRIAL RD.
WALLINGFORD, CT. 06492
TELEPHONE: 203-284-9079
FAX: 203-265-7662
NEWS
RELEASE
Summary: Dr. Gordon S. Cohen makes offer
to acquire CUSTOMEDIX CORP.
(AMEX:CUS)
Contact: Joseph MacDougald
Phone No: (203) 284-9079
Fax No: (203) 265-7662
FOR IMMEDIATE RELEASE:
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WALLINGFORD, CONNECTICUT, February 5, 1996...Dr. Gordon S. Cohen announced
today that he has delivered a proposal to the Board of Directors of CUSTOMEDIX
(AMEX:CUS), on behalf of himself and certain family members, offering to
acquire the Company through a merger in which the holders of CUSTOMEDIX common
stock, other than Dr. Cohen and certain members of his family, would receive
$1 15/16 cash per share. At the offer price, the merger has an aggregate
transaction value to the public stockholders of approximately $2,832,000. The
closing price for the Company stock on February 2, 1996 was $1 15/16. Dr. Cohen
and his family currently own approximately 54.6% of CUSTOMEDIX common stock
outstanding. The offer is conditioned upon obtaining financing. Dr. Cohen
serves as Chairman of the Board of Directors and Chief Executive Officer of
CUSTOMEDIX.
