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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment Number 40)(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)
December 31, 1996
(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.
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(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: 3,396,732*
Shares Bene-
ficially (8) Shared Voting Power: - 0 -
Owned by
Each (9) Sole Dispositive Power: 3,396,732*
Reporting
Person With (10) Shared Dispositive Power: - 0 -
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,396,732*
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 68.68%
14) Type of Reporting Person (See Instructions): IN
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* Adjusted to reflect that Mr. Michael only exercised 150,000 shares of
Incentive Stock Options ("ISO") out of the 300,000 shares as originally reported
in Amendment Number 39 to the Schedule 13D filed on behalf of Mr. Michael on
December 9, 1996. These ISO were granted by the Company to Mr. Michael under the
1988 Incentive Stock Option Plan on September 25, 1996 at $0.70 per share.
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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. 40 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. 40 relates to the purchase of 107,000
shares of the Issuer's Common Stock by Mr. Michael during December 1996 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
December 1996, at which time there were issued and outstanding 5,014,000 shares
of the Issuer's Common Stock, 25,000 Common Stock Purchase Warrants and 190,000
Common Stock Purchase Options.
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Aggregate Amount of Percentage
Title of Class Beneficial Ownership of Class
Common Stock 3,396,732(1) 68.68%
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(1) Adjusted to reflect that Mr. Michael only exercised 150,000 shares
of Incentive Stock Options ("ISO") out of the 300,000 shares as originally
reported in Amendment Number 39 to the Schedule 13D filed on behalf of Mr.
Michael on December 9, 1996. These ISO were granted by the Company to Mr.
Michael under the 1988 Incentive Stock Option Plan on September 25, 1996 at
$0.70 per share.
(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 3,396,732* 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 3,396,732* 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.
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* Adjusted to reflect that Mr. Michael only exercised 150,000 shares of
Incentive Stock Options ("ISO") out of the 300,000 shares as originally reported
in Amendment Number 39 to the Schedule 13D filed on behalf of Mr. Michael on
December 9, 1996. These ISO were granted by the Company to Mr. Michael under the
1988 Incentive Stock Option Plan on September 25, 1996 at $0.70 per share.
(c) Mr. Michael made the following purchases of shares of Common Stock
since the filing of Amendment Number 39 to Schedule 13D on December 9, 1996:
Transaction Number Transaction Price per
Date of Shares Type Share
- ---------------- --------- ------------ -----
December 2, 1996 25,000 Open-market Purchase $0.85
December 4, 1996 10,000 Open-market Purchase $0.84
December 5, 1996 4,000 Open-market Purchase $0.87
December 16, 1996 15,000 Open-market Purchase $0.94
December 18, 1996 10,000 Open-market Purchase $0.96
December 19, 1996 5,000 Open-market Purchase $0.96
December 20, 1996 10,000 Open-market Purchase $0.87
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Transaction Number Transaction Price per
Date of Shares Type Share
- ---------------- --------- ------------ -----
December 23, 1996 15,000 Open-market Purchase $0.87
December 30, 1996 2,000 Open-market Purchase $0.87
December 31, 1996 11,000 Open-market Purchase $0.90
(d) Not applicable.
(e) Not applicable.
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
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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: January 8, 1997 John H. Michael
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