<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NOVITRON INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
670088202
(CUSIP Number)
Daniel Schloendorn
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 1997
(Date of Event which Requires Filing 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 [ ].
Page 1 of 20
<PAGE>2
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Adam M. Hutt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 58,333
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
58,333
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,333
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>3
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMH Equity, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 58,333
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
58,333
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,333
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>4
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Jay R. Petschek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
11,800
8. SHARED VOTING POWER
SHARES 3,200
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 11,800
WITH
10. SHARED DISPOSITIVE POWER
3,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>5
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corsair Management Company, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 3,200
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
3,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>6
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corsair Managing Partners
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 3,200
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
3,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>7
Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of Common
Stock, $.01 par value per share (the "Common Stock"), of Novitron International
Inc., a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at One Gateway Center, Suite 411, Newton, MA 02158. This
statement on Schedule 13D is being filed by the Reporting Persons (as defined
below) to report recent transactions in the Common Stock as a result of which
the Reporting Persons may be deemed the beneficial owners of in excess of 5% of
the outstanding Common Stock.
Item 2. Identity and Background
This statement is being filed on behalf of Mr. Adam M. Hutt
("Mr. Hutt"), AMH Equity, Ltd., a New York corporation ("AMH Equity"), Mr. Jay
R. Petschek ("Mr. Petschek"), Corsair Management Company, Inc., a New York
corporation ("Corsair Management"), and Corsair Managing Partners, a New York
general partnership ("CMP"). Mr. Hutt, AMH Equity, Mr. Petschek, Corsair
Management and CMP are sometimes collectively referred to herein as the
"Reporting Persons."
Mr. Hutt is filing in his capacity as the sole shareholder of
AMH Equity. Mr. Petschek is filing in his capacity as (a) the sole general
partner of Corsair Capital Partners, L.P., a Delaware limited partnership
("Corsair Partners"), and (b) the sole shareholder of Corsair Management.
<PAGE>8
This statement on Schedule 13D relates to shares of Common
Stock held for the accounts of each of the following:
(i) Leviticus Partners, L.P., a Delaware
limited partnership ("Leviticus Partners");
(ii) Corsair Partners; and
(iii) Corsair Capital Partners II, L.P., a
Delaware limited partnership ("Corsair
Partners II").
AMH Equity, of which Mr. Hutt is the sole shareholder,
director and executive officer, is the sole general partner and a limited
partner of Leviticus Partners. AMH Equity's principal business is to serve as
the sole general partner of Leviticus Partners. Leviticus Partners' sole
business is to acquire, trade, sell and hold for investment publicly traded
securities and other business interests. AMH Equity and Leviticus Partners have
their principal offices at 590 Madison Avenue, New York, New York 10022.
Pursuant to regulations promulgated under Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), AMH Equity, by reason of its ability
to exercise investment discretion over the securities owned by Leviticus
Partners as Leviticus Partners' sole general partner, and Mr. Hutt, as the sole
shareholder and the person ultimately in control of AMH Equity, may each be
deemed a beneficial owner of securities, including the Common Stock, held for
the account of Leviticus Partners.
Mr. Hutt, a United States citizen, is employed as a research
analyst by Ladenburg, Thalmann & Co. Inc., a Delaware corporation
("Ladenburg"), at Ladenburg's principal office at 590 Madison Avenue, New York,
New York 10022.
<PAGE>9
AMH Equity and Mr. Hutt expressly disclaim beneficial
ownership of any shares of Common Stock not directly held for the account of
Leviticus Partners.
Mr. Petschek is the sole general partner of Corsair Partners,
the sole business of which is to acquire, trade, sell and hold for investment
publicly traded securities and other business interests. Corsair Partners has
its principal office at 590 Madison Avenue, New York, New York 10022. In his
capacity as the sole general partner of Corsair Partners, Mr. Petschek exercises
voting and dispositive power with respect to securities held for the account of
Corsair Partners. Pursuant to regulations promulgated under Section 13(d) of the
Exchange Act, by reason of his position as the general partner of Corsair
Partners, Mr. Petschek may be deemed the beneficial owner of securities,
including the Common Stock, held for the account of Corsair Partners.
Corsair Management, a New York corporation, of which Mr.
Petschek is the sole shareholder, director and executive officer, is a general
partner of CMP, a New York general partnership, the principal business of which
is to serve as the sole general partner of Corsair Partners II. Corsair Partners
II has its principal office at 590 Madison Avenue, New York, New York 10022. Its
sole business is to acquire, trade, sell and hold for investment publicly traded
securities and other business interests. The principal business of Corsair
Management is to serve as a general partner of CMP. Each of CMP and Corsair
Management have their principal offices at 590 Madison Avenue,
<PAGE>10
New York, New York 10022. Pursuant to the partnership agreement of
CMP, the general partners of CMP have agreed that all authority with respect
to the investment decisions to be made by CMP on behalf of Corsair Partners II
is delegated to Corsair Management. Information concerning the identity
and background of the other general partners of CMP is set forth in Annex A
hereto and incorporated by reference in response to this Item 2.
Pursuant to regulations promulgated under Section 13(d) of the
Exchange Act, CMP, by reason of its ability to exercise investment discretion
over the securities owned by Corsair Partners II, Corsair Management, as the
general partner of CMP, and Mr. Petschek, as the sole shareholder and the person
ultimately in control of Corsair Management, may each be deemed a beneficial
owner of securities, including the Common Stock, held for the account of Corsair
Partners II.
The principal occupation of Mr. Petschek, a United States
citizen, is his position as Managing Director of Ladenburg at Ladenburg's
principal office.
Mr. Petschek, CMP and Corsair Management expressly disclaim
beneficial ownership of any shares of Common Stock not directly held for the
accounts of Corsair Partners or Corsair Partners II.
The Reporting Persons hereby disclaim their membership in, or
the existence of, a group because the beneficial ownership of the Common Stock
claimed herein by each Reporting Person is separate from the employment
relationship existing between Mr.
<PAGE>11
Hutt and Mr. Petschek, on the one hand, and Ladenburg, on the other.
During the past five years, none of the Reporting Persons
has been (a) convicted in a criminal proceeding, or (b) a party to any
civil proceeding as a result of which such person has been subject 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.
Item 3. Sources and Amounts of Funds or Other Consideration
Except as otherwise noted, all information in this Schedule
13D has been adjusted to reflect a 3 for 1 reverse stock split effected on
December 22, 1996.
As of the date hereof, Mr. Hutt and AMH Equity beneficially
owned 58,333 shares of Common Stock. The aggregate purchase price of the Common
Stock beneficially owned by Mr. Hutt and AMH Equity was approximately $232,150.
The source of funds for the purchase of 169,000 shares of Common Stock prior to
the reverse stock split was investment capital contributed by the limited
partners of Leviticus Partners. The remaining 6,000 shares of Common Stock,
prior to the reverse stock split, were contributed in-kind to Leviticus Partners
by its limited partners and were valued at $1.88 per share on July 1, 1996, the
date of such contribution. Mr. Hutt is also a limited partner of Leviticus
Partners.
As of the date hereof, Mr. Petschek beneficially owned 15,000
shares of Common Stock. The aggregate purchase price of
<PAGE>12
the Common Stock beneficially owned by Mr. Petschek was approximately $47,006.
The source of funds for the purchase of all such Common Stock was investment
capital contributed by the limited partners of Corsair Partners and Corsair
Partners II. Mr. Petschek is a limited partner of each of Corsair Partners and
Corsair Partners II.
As of the date hereof, Corsair Management and CMP beneficially
owned 3,200 shares of Common Stock. The aggregate purchase price of the Common
Stock beneficially owned by Corsair Management and CMP was approximately
$10,028. The source of funds for the purchase of all such Common Stock was
investment capital contributed by the limited partners of Corsair Partners II.
The shares of Common Stock held by Leviticus Partners, Corsair
Partners and Corsair Partners II may be held through margin accounts maintained
with brokers, which extend margin credit, as and when required to open or carry
positions in such margin accounts, subject to applicable federal margin
regulations, stock exchange rules and the credit policies of such firms. The
positions held in the margin accounts, including the Common Stock, are pledged
as collateral security for the repayment of debit balances in the respective
accounts.
Item 4. Purpose of Transaction
On July 1, 1996, Leviticus Partners was formed and certain of
its limited partners contributed 6,000 shares of Common Stock, prior to the
reverse stock split. The Reporting Persons acquired for investment purposes all
of the Common Stock
<PAGE>13
reported herein as being beneficially owned by them. None of Mr. Hutt, AMH
Equity, Mr. Petschek, Corsair Management, CMP and, to the best of the
Reporting Persons' knowledge, any of the other parties identified in
response to Item 2, has any plans or proposals which relate to or would
result in any of the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D under the Exchange Act. The Reporting Persons
reserve the right to acquire additional securities of the Issuer, to dispose of
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed
advisable in light of their respective general investment and trading
policies, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
(a)(i) On the date of this Statement, Mr. Hutt may be deemed a
beneficial owner of the 58,333 aggregate shares of Common Stock (approximately
4.4% of the Common Stock outstanding) held for the account of Leviticus
Partners.
(ii) On the date of this Statement, the aggregate number of
shares of Common Stock of which AMH Equity may be deemed a beneficial owner is
58,333 (approximately 4.4% of the Common Stock outstanding).
(iii) On the date of this Statement, the aggregate number of
shares of Common Stock of which Mr. Petschek may be deemed a beneficial owner is
15,000 (approximately 1.1% of the Common Stock outstanding). This number
includes (A) 11,800 shares of Common Stock held for the account of Corsair
Partners
<PAGE>14
and (B) 3,200 shares of Common Stock held for the account of Corsair Partners
II.
(iv) On the date of this Statement, the aggregate number of
shares of Common Stock of which Corsair Management may be deemed a
beneficial owner is 3,200 (approximately 0.2% of the Common Stock outstanding).
(v) On the date of this Statement, the aggregate number of
shares of Common Stock of which CMP may be deemed a beneficial owner is 3,200
(approximately 0.2% of the Common Stock outstanding).
(b)(i) By virtue of his position as the sole shareholder of
AMH Equity and pursuant to the partnership agreement of
Leviticus Partners, Mr. Hutt may be deemed to have shared power to direct the
voting and shared power to direct the disposition of securities held for the
account of Leviticus Partners, including 58,333 shares of Common Stock held
by Leviticus Partners.
(ii) By virtue of its position as the sole general partner of
Leviticus Partners, AMH Equity may be deemed to have shared power to direct the
voting and shared power to direct the disposition of securities held for the
account of Leviticus Partners, including 58,333 shares of Common Stock held by
Leviticus Partners.
(iii) By virtue of (x) his position as the general partner of
Corsair Partners and (y) his position as the sole shareholder of Corsair
Management and pursuant to the terms of the partnership agreement of Corsair
Partners II and by agreement
<PAGE>15
among the general partners of CMP, Mr. Petschek may be deemed to have shared
power to direct the voting and shared power to direct the disposition of
securities held for the account of Corsair Partners and Corsair Partners II,
including 11,800 shares of Common Stock held by Corsair Partners and 3,200
shares of Common Stock held by Corsair Partners II.
(iv) By virtue of its position as a general partner of CMP and
pursuant to the terms of the partnership agreement of CMP, Corsair Management
may be deemed to have shared power to direct the voting and shared power to
direct the disposition of securities held for the account of Corsair Partners
II, including 3,200 shares of Common Stock held by Corsair Partners II.
(v) By virtue of its position as the sole general partner of
Corsair Partners II, CMP may be deemed to have shared power to direct the voting
and shared power to direct the disposition of securities held for the account of
Corsair Partners II, including 3,200 shares of Common Stock held by Corsair
Partners II.
The percentages used herein are calculated based upon the
3,965,940 shares of Common Stock stated to be issued and outstanding at November
8, 1996, as reflected in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996, adjusted to 1,321,980 shares of Common Stock
to reflect the 3-for-1 reverse stock split.
(c) Except for the transactions listed in Annex B
hereto, there have been no transactions with respect to the
<PAGE>16
Common Stock during the past 60 days by any of Mr. Hutt, Mr. Petschek, AMH
Equity, CMP or Corsair Management.
(d) No person other than each respective record owner referred
to herein of shares of Common Stock is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds of sale of shares
of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
From time to time, the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan.
Item 7. Material to be Filed as Exhibits
A. Joint Filing Agreement, dated January 24, 1997, pursuant to
Rule 13d-f(1) among Mr. Hutt, AMH Equity, Mr. Petschek,
Corsair Management and CMP.
<PAGE>17
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 correct.
Dated: January 24, 1997 /s/ Adam M. Hutt
----------------
Adam M. Hutt
AMH EQUITY, LTD.
By: /s/ Adam M. Hutt
Name: Adam M. Hutt
Title: President
/s/ Jay R. Petschek
Jay R. Petschek
CORSAIR MANAGEMENT COMPANY, INC.
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
CORSAIR MANAGING PARTNERS
By: Corsair Management Company,
Inc., a general partner
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
<PAGE>18
ANNEX A
The following is a list of the other General Partners of
Corsair Managing Partners ("CMP"):
Peter Marc Graham, Inc., a Delaware corporation ("PMG Corp."):
Mr. Peter M. Graham, sole shareholder
Corsair/Kramer Inc., a Delaware corporation ("CK Corp."):
Mr. Ronald J. Kramer, sole shareholder
The principal business of each of PMG Corp. and CK Corp. is to serve as General
Partner of CMP, and each has a business address c/o Corsair Managing Partners,
590 Madison Avenue, New York, New York 10022. The principal occupation of Mr.
Graham, a United States citizen, is his position as President and Director of
Corporate Finance of Ladenburg at Ladenburg's principal office. The principal
occupation of Mr. Kramer, a United States citizen, is his position as Chief
Executive Officer of Ladenburg at Ladenburg's principal office. To the best of
the Reporting Persons' knowledge, during the past five years, none of the
above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a
party to any civil proceeding as a result of which any such persons has been
subject 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 violations with respect to such laws.
<PAGE>19
Annex B
RECENT TRANSACTIONS IN THE COMMON STOCK
OF NOVITRON INTERNATIONAL, INC.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction
Corsair Partners 1/15/97 Purchase 11,800 $3.1337
Corsair Partners II 1/15/97 Purchase 3,200 $3.1337
</TABLE>
<PAGE>1
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the shares of Common Stock of Novitron International, Inc.
dated January 24, 1997 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of them pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Dated: January 24, 1997 /s/ Adam M. Hutt
----------------
Adam M. Hutt
AMH EQUITY, LTD.
By: /s/ Adam M. Hutt
Name: Adam M. Hutt
Title: President
/s/ Jay R. Petschek
Jay R. Petschek
CORSAIR MANAGEMENT COMPANY, INC.
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
CORSAIR MANAGING PARTNERS
By: Corsair Management Company,
Inc., a general partner
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
