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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LOGIMETRICS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
54141 01 06
(CUSIP Number)
MARK FISHER
8 EAST 83RD STREET
NEW YORK, NY 10028
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 7, 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
/ /.
Check the following box if a fee is being paid with this Statement. [X]
(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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CUSIP Number: 54141 01 06
1) Name of Reporting Persons and S.S. or I.R.S. Identification
Nos. of Above Persons:
Mark Fisher
S.S. # ###-##-####
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: 700,000*
Shares Bene-
ficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: 700,000*
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
700,000*
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) / /
13) Percent of Class Represented by Amount in Row (11): 19.66%
14) Type of Reporting Person (See Instructions): IN
- ------------------
*Includes (i) 60,000 shares of Common Stock issuable upon conversion of
A Warrants (ii) 520,000 shares of Common Stock issuable upon conversion of B
Warrants, and (iii) 120,000 shares of Common Stock issuable upon conversion of
convertible Debentures.
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the Class A Warrants convertible into Common
Stock ("A Warrants"), the Class B Warrants convertible into Common Stock ("B
Warrants"), and 12% convertible senior subordinated debentures convertible into
Common Stock ("Debentures").
LogiMetrics, Inc.
121-03 Dupont Street
Plainview, New York 11803
ITEM 2. IDENTITY AND BACKGROUND
(a) Mark Fisher
(b) 8 East 83rd Street
New York, NY 10028
(c) INVESTOR
Alex Brown
1290 6th Avenue
New York, New York
(d) Not applicable.
(e) Not applicable.
(f) U.S. Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The A Warrants, B Warrants and Debentures were purchased by Mr. Fisher
with personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Fisher's acquisition of the aforementioned securities of the Issuer
is for the purpose of investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The table below sets forth the aggregate number of shares and
percentage of Common Stock beneficially owned by Mr. Fisher. The information
herein pertaining to the Issuer's issued and outstanding Common Stock is as of
March 29, 1996, at which time there were issued and outstanding 2,860,602 shares
of the Issuer's Common Stock, 325,000 Options, 600,000 Class A Common Stock
Purchase Warrants, 1,500,000 Class B Common Stock Purchase Warrants, 2,542,380
Class C Common Stock Purchase Warrants, 2,830,200 Class D Common Stock Purchase
Warrants, 1,000,000 Class E Common Stock Purchase Warrants, Debentures
convertible into 3,742,380 shares of Common Stock and 30 shares of Preferred
Stock convertible into 2,830,200 shares of Common Stock.
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<TABLE>
<CAPTION>
Aggregate Amount of Percentage
Title of Class Beneficial Ownership of Class
- -------------- -------------------- ----------
<S> <C> <C>
Common Stock 700,000(1) 19.66%
</TABLE>
- -------------
(1) Includes (i) 60,000 shares of Common Stock issuable upon conversion
of A Warrants (ii) 520,000 shares of Common Stock issuable upon conversion of B
Warrants, and (iii) 120,000 shares of Common Stock issuable upon conversion of
convertible Debentures.
(b) The number of shares as to which Mr. Fisher 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. Fisher has sole voting power with
respect to 700,000* shares of Common Stock beneficially owned.
(ii) Shared Voting Power. Mr. Fisher does not hold any common
stock with shared voting power.
(iii) Sole Dispositive Power. Mr. Fisher has sole power to
dispose or to direct the disposition with respect to 700,000*
shares of Common Stock beneficially owned.
(iv) Shared Dispositive Power. Mr. Fisher does not hold any
common stock with shared dispositive power.
* Includes (i) 60,000 shares of Common Stock issuable upon conversion
of A Warrants (ii) 520,000 shares of Common Stock issuable upon conversion of B
Warrants, and (iii) 120,000 shares of Common Stock issuable upon conversion of
convertible Debentures.
(c) Mr. Fisher made the following acquisitions of securities
convertible into shares of Common Stock by March 7, 1996:
<TABLE>
<CAPTION>
TRANSACTION NUMBER OF EXERCISE TRANSACTION
DATE SECURITY SHARES PRICE TYPE
- ----------- -------- --------- -------- ------------
<C> <C> <C> <C> <C>
03/07/96 A Warrants 60,000 $.25 Private Placement
03/07/96 B Warrants 520,000 $.25 Private Placement
03/07/96 Debentures 120,000 $.25 Private Placement
</TABLE>
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable
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.
Dated: October 16, 1996
/s/ Mark Fisher
----------------
Mark Fisher
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