UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NOVITRON INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock. $.01 par value
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(Title of Class of Securities)
670088103
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(CUSIP Number)
Noah Klarish & Associates, P.C.
230 Park Avenue, 32nd Floor
New York, NY 10169 (212) 973-1111
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 20, 1997
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(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 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-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).
<PAGE>
SCHEDULE 13D
CUSIP No. 670088103 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ira Albert
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. |_|
b. |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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 ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 163,667 (Includes 128,667 shares held by Ira Albert
SHARES Investment Associates, L.P.)
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
194,933 (includes 158,667 shares held by Albert Investment
Associates, L.P. and 31, 266 shares held by various
accounts over which Mr. Albert has discretionary authority
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10 Shared Dispositive Power
31,266 shares held by various accounts over which
Mr. Albert has discretionary authority
----------------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,933
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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)
14.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share
(the "Common Stock"), of Novitron International, Inc., a Delaware corporation
(the "Issuer"). The Issuer maintains its principal executive office at One
Gateway Center, Suite 411, Newton, Massachusetts 02158.
Item 2. Identity and Background.
(a) This statement is filed by (i) Ira Albert, an individual, with
respect to shares of the Issuer's Common Stock held by him and with respect to
shares of the Issuer's Common Stock held in investment accounts over which Mr.
Albert has discretionary authority, and (ii) Albert Investment Associates, L.P.,
a Delaware limited partnership (the "Albert Partnership") with respect to shares
of the Issuer's Common Stock held by it. Ira Albert and the Albert Partnership
shall sometimes be collectively referred to herein as the "Reporting Person."
(b) The Reporting Person filed an initial Schedule 13D for an event of
November 12, 1996 (the "Initial Schedule") and an Amendment No. 1 for an event
of April 9, 1997. Except to the extent set forth in this Amendment, the
information in the Initial Schedule remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Ira Albert directly owns 5,000 shares of the Issuer's Common Stock for
which he paid $16,087.50 Mr. Albert obtained the funds from his personal funds.
Mr. Albert has discretionary authority over accounts which own 31,266 shares of
the Issuer's Common Stock for which such accounts paid a total of $84,095 from
the personal funds of the beneficial owners of such accounts. The Albert
Partnership directly owns 158,667 shares of the Issuer's Common Stock for which
it paid $455,324.50 from its working capital.
Item 5. Interest in Securities of the Issuer.
(a) The number of shares of the Issuer's Common Stock and the
percentage of the outstanding shares (based upon 1,321,980 post split shares
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996) directly beneficially owned by each Reporting
Person is as follows:
Percentage of
Name Number of Shares Outstanding Shares
- ---- ---------------- ------------------
Ira Albert 5,000 0.4%
Albert Partnership 158,667 12%
Albert discretionary 31,266 2.3%
accounts
3
<PAGE>
(b) Mr. Albert has sole power to vote 163,667 shares of the Issuer's
Common Stock and has sole power to dispose or to direct the disposition of
194,933 shares of the Issuer's Common Stock.
(c) See Appendix I annexed hereto.
4
<PAGE>
Signatures
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 20, 1997
/s/ Ira Albert
----------------------------
Ira Albert
ALBERT INVESTMENT ASSOCIATES, L.P.
By: ALBERT INVESTMENT STRATEGIES, INC.
By: /s/ Ira Albert
----------------------------
Ira Albert, President
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<PAGE>
APPENDIX 1
TRANSACTIONS IN NOVITRON INTERNATIONAL, INC.
COMMON STOCK WITHIN THE
PAST 60 DAYS
----------------------------------------
All transactions were open market purchases and the commissions are
included in the price of the shares.
Albert Investment Associates, L.P.
No. of
Trade Shares Price Per Cost of
Date Purchased Share Purchase
---- --------- ----- --------
5/20/97 30,000 $2.75 $83,407.00
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