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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
May 20, 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 12
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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 40,000
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
40,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14. TYPE OF REPORTING PERSON*
IN
Page 2 of 12
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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
BENEFICIALLY 40,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
40,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14. TYPE OF REPORTING PERSON*
CO
Page 3 of 12
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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*
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
3,900
8. SHARED VOTING POWER
SHARES 1,100
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,900
WITH
10. SHARED DISPOSITIVE POWER
1,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14. TYPE OF REPORTING PERSON*
IN
Page 4 of 12
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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*
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 1,100
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
1,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14. TYPE OF REPORTING PERSON*
CO
Page 5 of 12
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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*
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 1,100
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
1,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14. TYPE OF REPORTING PERSON*
PN
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Item 1. Security and Issuer
This Amendment No. 1 to 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"). This Amendment No. 1
supplementally amends the initial statement on Schedule 13D of the Reporting
Persons dated January 24, 1997 (the "Initial Statement"). The principal
executive offices of the Issuer are located at One Gateway Center, Suite 411,
Newton, MA 02158. This Amendment No. 1 is being filed by the Reporting Persons
solely to report recent transactions in the Common Stock as a result of which
the percentage of shares of Common Stock of which the Reporting Persons may be
deemed the beneficial owners of has changed by more than one percent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to them in the Initial Statement.
Item 3. Sources and Amounts of Funds or Other Consideration
Since the filing of the Initial Statement, Leviticus Partners
purchased for approximately $14,187 the Common Stock reported in Item 5(c) using
investment capital contributed by the limited partners of Leviticus Partners.
Page 7 of 12
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Item 5. Interest in Securities of the Issuer
(a)(i) As of the date hereof, Mr. Hutt may be deemed a
beneficial owner of the 40,000 aggregate shares of Common Stock (approximately
3.0% of the Common Stock outstanding) held for the account of Leviticus
Partners.
(ii) As of the date hereof, the aggregate number of shares of
Common Stock of which AMH Equity may be deemed a beneficial owner is 40,000
(approximately 3.0% of the Common Stock outstanding).
(iii) As of the date hereof, the aggregate number of shares of
Common Stock of which Mr. Petschek may be deemed a beneficial owner is 5,000
(approximately 0.4% of the Common Stock outstanding). This number includes (A)
3,900 shares of Common Stock held for the account of Corsair Partners and (B)
1,100 shares of Common Stock held for the account of Corsair Partners II.
(iv) As of the date hereof, the aggregate number of shares of
Common Stock of which Corsair Management may be deemed a beneficial owner is
1,100 (approximately 0.1% of the Common Stock outstanding).
(v) As of the date hereof, the aggregate number of shares of
Common Stock of which CMP may be deemed a beneficial owner is 1,100
(approximately 0.1% 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
Page 8 of 12
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shared power to direct the voting and shared power to direct the disposition of
securities held for the account of Leviticus Partners, including 40,000 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 40,000 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 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 3,900 shares of Common Stock held by Corsair
Partners and 1,100 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 1,100 shares of Common Stock held by Corsair Partners II.
Page 9 of 12
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(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 1,100 shares of Common Stock held by Corsair
Partners II.
The percentages used herein are calculated based upon the
1,323,480 shares of Common Stock stated to be issued and outstanding at January
31, 1997, as reflected in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996.
(c) Except for the transactions listed in Annex A hereto,
there have been no transactions with respect to the 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) As of May 20, 1997, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Common Stock.
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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 correct.
Dated: May 23, 1997
/s/Adam M. Hutt
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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 11 of 12
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Annex A
RECENT TRANSACTIONS IN THE COMMON STOCK
OF NOVITRON INTERNATIONAL, INC.
Date of Nature of Number of Price Per
For the Account of: Transaction Transaction Shares Share
- ------------------- ----------- ----------- --------- ---------
Leviticus Partners 1/28/97 Purchase 2,000 $ 3.500
Leviticus Partners 2/27/97 Purchase 2,500 $ 2.875
Leviticus Partners 4/9/97 Sale 2,833 $ 3.000
Leviticus Partners 5/20/97 Sale 20,000 $ 2.750
Corsair Partners 5/20/97 Sale 7,900 $ 2.750
Corsair Partners II 5/20/97 Sale 2,100 $ 2.750
Page 12 of 12
