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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. 26)*
CUSTOMEDIX CORPORATION
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(Name of Issuer)
Common Stock, $0.01 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 Rd., Wallingford, CT 06492 (800-243-3969)
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 4, 1996
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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).
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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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Number of (7) Sole Voting Power (a) 1809792 shares, includes
Shares Bene- 435262 shares held by (b) the Cohen Family Trust
ficially Partnership. Also includes 126,500 shares held by
Owned by emancipated adult children of Dr. Cohen, as to which
he disclaims beneficial ownership.
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(8) Shared Voting Power
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Each Report- (9) Sole Dispositive Power (a) 1809792 shares, includes
ing Person 435262 shares held by (b) the Cohen Family Trust
With Partnership. Also includes 126,500 shares held by
emancipated adult children of Dr. Cohen, as to which
he disclaims beneficial ownership.
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
(a) 1809792 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!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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PAGE 3 OF 4
Item 4. Purpose of Transaction
On June 4, 1996, Dr. Cohen offered to acquire all of the outstanding
shares of Common Stock of the Issuer in a negotiated merger transaction in
which the Issuer's stockholders, other than Dr. Cohen and the Partnership (the
"Reporting Persons"), would receive $2-3/8 cash per share. Dr. Cohen had
proposed a similar merger transaction on February 5, 1996, with a proposed
merger consideration of $1-15/16 cash per share. On May 8, 1996, Dr. Cohen, on
behalf of the Reporting Persons, advised the Issuer that the Reporting Persons
were withdrawing the February 5, 1996 proposal.
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PAGE 4 OF 4
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: June 4, 1996
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Dr. Gordon S. Cohen
THE COHEN FAMILY TRUST
PARTNERSHIP
By -----------------------------
Dr. Gordon S. Cohen
Managing Partner
