UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.) *
SKLAR CORPORATION
(Name of Issuer)
COMMON STOCK, $0.10 par value, Series A Convertible
Preferred Stock, $0.10 par value
(Title of Class of Securities)
58405330
(CUSIP Number)
Bari Krein, Esquire 2500 One Liberty Place, Philadelphia, Pennsylvania 19103
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 18, 1998
(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-l(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-l(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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 58403300 Page 1 of 4 Pages
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1 NAME OF REPORTING PERSON Michael Viner
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC, OO
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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 ORIGINATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 50,000 shares of Common Stock
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None.
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 50,000 shares of Common Stock
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
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11 AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 shares of Common Stock
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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)
6.7% of Common Stock
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 58403300 Page 2 of 4 Pages
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Item 1. Security and Issuer.
This Schedule 13D report relates to the Common Stock, par
value $.10 per share of Sklar Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 889
South Matlack Street, West Chester, Pennsylvania, 19382.
Item 2. Identity and Background.
(a) This statement is filed by Michael Viner.
(b) His address is 425 Homestead Road, Wilmington, DE 19805.
(c) Michael Viner ("Viner") was retained by the Issuer as a
consultant in September, 1995. As of Janurary 1, 1999, Viner will
become a Vice President of the Issuer. The Issuer is engaged in
the business of importing and distributing surgical, dental and
veterinary hand held precision stainless steel instruments. The
principle business address of the Issuer is as set forth in Item
1.
(d) Viner has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the
last five years.
(e) Viner has not been a party, during the last five years, to
any civil proceeding or a judicial administrative body of
competent jurisdiction which resulted his being subjected to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Viner is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Issuer granted Viner such securities as an inducement for
him to become an employee of the Issuer.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 58403300 Page 3 of 4 Pages
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Item 4. Purpose of Transaction.
The shares of Common Stock of the Issuer were granted to Viner
as an inducement for him to become an employee of the Issuer.
Viner plans to retain the shares of Common Stock for investment
purposes.
Except as set forth in this Item, at the time of the grant
Viner did not have any plans or proposals which relate to or
would result in; the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer; an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; a sale or transfer of a material amount to assets
of the Issuer or any of its subsidiaries; any change in the
present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the Board; any material
change in the Issuer's business or corporate structure; causing
the Issuer's securities to cease to be authorized to be quoted in
an inter-dealer quotation system or to cease to be registered
under Section 12(g) of the Securities Exchange Act of 1934; or
any action similar to any of those enumerated above.
Notwithstanding the forgoing, Viner is currently aware of the
Issuer's intent to cause its Common Stock to cease to be
registered under Section 12(g) of the Securities and Exchange Act
of 1934.
Item 5. Interest in Securities of the Issuer.
(a) Viner is presently the beneficial owner of 50,000 shares
of Common Stock of the Issuer; which represents approximately
6.7% of the Issuer's 744,423 shares of issued and outstanding
Common Stock.
(b) Viner has the sole power to vote or to direct the vote of
the 50,000 shares of Common Stock referred to in Item 5(a) above,
and has the sole power to dispose or direct the disposition of
such shares.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 58403300 Page 4 of 4 Pages
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(c) Transactions by Viner were as follows:
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Date Class of Shares Amount of Shares Price Per Share
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June 18, 1998 Common Stock 50,000 ------
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Item 6. Contract, Arrangements, Understanding or Relations
with Respect to the Securities of the Issuer
None.
Item 7. Materials to be Filed as Exhibits
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in the Statement is true, correct and complete.
DATED: December 21, 1998.
/s/ Michael Viner
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