<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment Number 45)(1)
PERSONAL DIAGNOSTICS, INCORPORATED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
715334108
(CUSIP Number)
JOHN H. MICHAEL
1810 24TH STREET, WASHINGTON, D.C. 20008
(201) 483-0063
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 31, 1997
(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 [ ].
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.
- --------
(1) 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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CUSIP Number: 715334108
1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos.
of Above Persons:
Name: John H. Michael
Social Security Number: ###-##-####
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S. Citizen
Number of (7) Sole Voting Power: 3,686,132*
Shares Bene-
ficially (8) Shared Voting Power: - 0 -
Owned by
Each (9) Sole Dispositive Power: 3,686,132*
Reporting
Person With (10) Shared Dispositive Power: - 0 -
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,686,132*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 71.38%
14) Type of Reporting Person (See Instructions): IN
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* Includes 150,000 shares of Common Stock issuable upon the exercise of
Incentive Stock Options ("ISO") granted by the Company to Mr. Michael under the
1988 Plan.
Page 2 of 6
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock ("Common Stock") and common
stock options ("Options") of Personal Diagnostics, Incorporated (the "Issuer").
This statement is Amendment No. 45 to a Statement of Beneficial
Ownership filed by Mr. John H. Michael with respect to the Common Stock and
Options of the Issuer. This Amendment No. 45 relates to the purchase of 11,500
shares of the Issuer's Common Stock by Mr. Michael during May 1997 on the
open market.
Personal Diagnostics, Incorporated
3 Entin Road
Parsippany, New Jersey 07054
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: John H. Michael
(b) 1810 24th Street, N.W.
Washington, D.C. 20008
(Home Address)
(c) John H. Michael is the Chairman of the Board of Directors, Chief
Executive Officer, President, Secretary and Treasurer of Personal Diagnostics,
Incorporated. He also serves on the Board of Directors of Noxso Corporation.
(d) No
(e) No
(f) U.S. Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock were purchased by Mr. Michael with personal
funds.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Michael's acquisition of the aforementioned securities of the Issuer
is for the purpose of investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Table below sets forth the aggregate number of shares and
percentage of Common Stock beneficially owned by Mr. Michael. The information
herein pertaining to the Issuer's issued and outstanding Common Stock is as of
May 1997, at which time there were issued and outstanding 5,014,000 shares
of the Issuer's Common Stock and 150,000 Common Stock Purchase Options.
Page 3 of 6
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<TABLE>
<CAPTION>
Aggregate Amount of Percentage
Title of Class Beneficial Ownership of Class
- -------------- -------------------- ----------
<S> <C> <C>
Common Stock 3,686,132(1) 71.38%
</TABLE>
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(1) Includes 150,000 shares of Common Stock issuable upon the exercise
of Incentive Stock Options ("ISO") granted by the Company to Mr. Michael under
the 1988 Plan.
(b) The number of shares as to which Mr. Michael has sole power to vote
or direct the vote, shared power to vote or direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition is as follows:
(i) Sole Voting Power. Mr. Michael has sole voting power with
respect to 3,686,132* shares of Common Stock beneficially owned.
(ii) Shared Voting Power. Mr. Michael does not hold any common
stock with shared voting power.
(iii) Sole Dispositive Power. Mr. Michael has sole power to
dispose or to direct the disposition with respect to 3,686,132*
shares of Common Stock beneficially owned.
(iv) Shared Dispositive Power. Mr. Michael does not share power
to dispose or to direct the disposition of shares of Common
Stock.
- ------------
* Includes 150,000 shares of Common Stock issuable upon the exercise of
Incentive Stock Options ("ISO") granted by the Company to Mr. Michael under the
1988 Plan.
(c) Mr. Michael made the following purchases of shares of Common Stock
since the filing of Amendment Number 44 to Schedule 13D on May 8, 1997:
<TABLE>
<CAPTION>
Transaction Number Transaction Price per
Date of Shares Type Share
- ---------------- --------- ------------ -----
<S> <C> <C> <C>
May 15, 1997 5,000 Open-market Purchase $1.00
May 22, 1997 6,500 Open-market Purchase $1.03
</TABLE>
(d) Not applicable.
(e) Not applicable.
Page 4 of 6
<PAGE> 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
With the exception of the 1991 Purchase Agreement and the 1986 Purchase
Agreement, Mr. Michael is not a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
Page 5 of 6
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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
accurate.
/s/ JOHN H. MICHAEL
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Dated: June 10, 1997 John H. Michael
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