UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
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)
584053300
(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)
January 1, 1989
(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
- --------------------------------------------------------------------------------
CUSIP NO. 584053300 Page 1 of 4 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Michael Malinowski
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORIGINATION
United States of America
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 58,000 shares of Common Stock; 6,199 shares of
SHARES Preferred Stock
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None.
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 58,000 shares of Common Stock; 6,199 shares of
Preferred Stock
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- --------------------------------------------------------------------------------
11 AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,000
shares of Common Stock; 6,199 shares of Preferred Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% of Common
Stock; 28.1% of Preferred Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP NO. 584053300 Page 2 of 4 Pages
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
This Schedule 13D report relates to the Common Stock, par value $.10
per share, and Preferred 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 Malinowski.
(b) His address is 613 Arberdeen Road, Kennett Square, PA 19348.
(c) Michael Malinowski was appointed a Director of the Issuer in
April, 1991 and has served as Executive Vice President since 1994 and Chief
Financial Officer since 1998. He has been employed by the Issuer since 1986
in the positions of General Manager and Vice President of Operations. 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) Malinowski has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) Malinowski 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) Malinowski is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used by Malinowski in connection with the
acquisition of securities of the Issuer is personal funds, with the
exception of 25,000 shares of Common Stock he received from the Issuer on
March 27, 1986 as an inducement to become an employee. (See Item 5(c)). The
amount of funds
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP NO. 584053300 Page 3 of 4 Pages
- --------------------------------------------------------------------------------
concerned in the acquisition of such securities as of the date of this
report, aggregates approximately $122,594.
Item 4. Purpose of Transaction.
The shares of Common Stock and Preferred Stock of the Issuer were
acquired by Malinowski for investment purposes.
Except as set forth in this Item, at the time of the purchases
Malinowski 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, Malinowski 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) Malinowski is the beneficial owner of 58,000 shares of Common
Stock of the Issuer; which represents approximately 7.7% of the Issuer's
754,940 shares of issued and outstanding Common Stock.
Malinowski is also the beneficial owner of 6,199 shares of Preferred
Stock of the Issuer; which represents approximately 28.1% of the Issuer's
22,078 issued and outstanding shares of Preferred Stock.
(b) Malinowski has the sole power to vote or to direct the vote of the
58,000 shares of Common Stock and 6,199 shares of Preferred 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
- --------------------------------------------------------------------------------
CUSIP NO. 584053300 Page 4 of 4 Pages
- --------------------------------------------------------------------------------
(c) Transactions by Malinowski were as follows*:
Date Class of Shares Amount of Shares Price Per Share
March 27, 1986 1 Common Stock 25,000 --
October 10, 1987 Preferred Stock 1,050 $18.00
January 1, 1989 Preferred Stock 500 $15.01
April 8, 1993 Preferred Stock 1907 $11.00
April 8, 1993 Common Stock 15,256 $.075
July 1, 1994 Preferred Stock 18 $18.00
June 1, 1995 Preferred Stock 1,109 $19.74
June 1, 1995 Common Stock 2,376 $.10
June 1, 1995 Common Stock 15,368 $.10
June 1, 1995 Preferred Stock 1,615 $19.74
* Since Malinowski has never filed a Schedule 13D, we have included a
description of all his transactions with respect to the Issuer's Stock. He
should have filed an initial Schedule 13D on January 1, 1989 when he owned
1,550 shares of Preferred Stock, which represented 6% of the then
outstanding 24,825 shares of Preferred Stock.
1 These shares were given to Malinowski as an inducement to become an
employee.
(d) No person other than Malinowski has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of the securities referred to in this Schedule 13D as being owned by
him.
(e) Not Applicable.
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: January 21, 1999
/s/ Michael Malinowski
--------------------------------
