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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
BOVIE MEDICAL CORPORATION (f/k/a AN-CON GENETICS, INC.)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
10211F100
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(CUSIP Number)
Mr. Gregory Konesky Irwin A. Kishner, Esq.
3 Rolling Hills Road Herrick, Feinstein LLP
Hampton Bays, NY 11946 2 Park Avenue
Tel.: (516) 421-5452 New York, New York 10016
Tel.: (212) 592-1400
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 25, 1999
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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 filed 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).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP No. 10211F100 13D Page 2 of 4 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Gregory Konesky
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 155,000 shares of Common Stock
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | |
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 155,000 shares of Common Stock
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000 shares of Common Stock
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.06%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
______________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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PART II TO SCHEDULE 13D
This statement constitutes Amendment No. 1 to the statement on Schedule
13D filed with the Securities and Exchange Commission on February 19, 1998 (the
"Original Statement"). All defined terms hereunder have the meanings set forth
in the Original Statement. This Amendment No. 1 reflects certain material
changes in the information set forth in the Original Statement, as follows:
Item 1. Security and Issuer
Shares of Common Stock
Bovie Medical Corporation (f/k/a An-Con Genetics, Inc.)
734 Walt Whitman Road
Suite 207
Melville, New York 11747
(hereinafter, the "Issuer")
Item 5. Interest in Securities of the Issuer
(a) Konesky is the beneficial owner of 155,000 shares of
Common Stock of the Issuer. The total number of
outstanding shares of the Issuer's Common Stock is
14,629,693. As of February 25, 1999, Konesky owns 1.06%
of the Issuer=s Common Stock.
(c) On February 25,1999, the Estate of Chester S. Kucinski
(the "Estate") entered into a Stock Purchase Agreement
(the "Agreement") with Konesky to purchase up to 570,000
shares of Common Stock of the Issuer at market
conditions for a period of one year. The Agreement was
entered into by Konesky in lieu of foreclosure by the
Estate under the terms of a Note dated February 9, 1998,
as amended February 4, 1999 (the "Note") and Pledge
Agreement dated February 9, 1998, as amended February 4,
1999 (the "Pledge Agreement"),
(e) On February 25, 1999, Konesky ceased to be the
beneficial owner of more than 5% of the Common Stock of
Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
In lieu of foreclosure by the Estate and pursuant to the terms
and conditions of the Agreement, Konesky transferred the beneficial ownership of
up to 570,000 shares of Common Stock of the Issuer to the Estate.
Item 7. Materials to be Filed as Exhibits
A. The Agreement
SIGNATURE
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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.
March 29, 1999 By: /s/ Gregory Konesky
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Date Signature
Name: Gregory Konesky
Page 3 of 4
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
A. Stock Purchase Agreement by and between Gregory Konesky and the Estate of
Chester S. Kucinski dated February 25, 1999.
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STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT made this 25th day of February, 1999
(the Agreement") by and between GREGORY KONESKY, an individual residing at 3
Rolling Hill Road, Hampton Bays, New York 11946 (the "Seller"), and the ESTATE
OF CHESTER S. KUCINSKI, an estate with an address c/o Eric Rainer Bashford, 2689
Strang Boulevard, Yorktown Heights, New York 10598-2909 (the "Buyer").
WHEREAS, the Seller is the Maker of that certain promissory
note in the original principal amount of $750,000 dated February 9, 1998 (as
amended and restated on February 4th, 1999, the "Note") and the Buyer is the
Payee under the Note;
WHEREAS, the Seller desires to sell, as partial payment of the
principal amount of the Note, to the Buyer shares of common stock, par value
$.001 per share (the "Common Stock"), of Bovie Medical Corporation, a Delaware
corporation; and
WHEREAS, the Buyer desires to purchase, from time to time, the
shares of Common Stock as set forth below.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Purchase and Sale.
(a) Subject to the terms and provisions of this
Agreement, Buyer shall purchase from Seller, and Seller shall sell to Buyer, the
Maximum Number of Shares (as hereinafter defined) at the Applicable Purchase
Price (as hereinafter defined).
(b) For the purposes of this Agreement, the following
terms shall have the respective meanings ascribed thereto in this Section:
(i) "Applicable Purchase Price" shall mean
the price per share of Common Stock which the Buyer actually receives
(or on the applicable delivery date would receive) upon the disposition
of such shares in the public market net of all reasonable expenses,
costs, fees and disbursements in any such disposition, including
without limitation, commission and underwriting discounts; provided
that if on the Applicable Closing Date (as hereinafter defined) there
is no market maker or other public market for such shares, then the
Applicable Purchase Price shall mean the price determined in good faith
by a registered broker/dealer or appraisal firm selected by the Seller,
less all such reasonable expenses, costs, fees and disbursements in any
such disposition, including without limitation, the fees and
disbursements incurred in the determination of such purchase price.
(ii) "Maximum Number of Shares" shall mean
the number of shares of Common Stock equal to 715,000 less the
aggregate number of Reserved Shares (as hereinafter defined) sold by
the Seller in accordance with Section 2 on or prior to the Reserved
Share Expiration Date (as hereinafter defined).
(iii) "Reserved Share Expiration Date" shall
mean February 28, 2000.
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(c) The delivery of the Maximum Number of Shares by
the Seller to the Buyer shall occur from time to time during the term of this
Agreement in accordance with the provisions of this Section. At any time and
from time to time during the term of this Agreement the Buyer may deliver a
notice to the Seller (or its agent) to the effect that the Buyer elects to cause
a delivery of shares of Common Stock purchased under this Agreement, which
notice shall specify: (i) the closing date for the delivery of such shares which
date shall not be less than one (1) nor more than ten (10) business days after
the date such notice is delivered (the "Applicable Closing Date"); and (ii) the
number of shares to be so delivered on the Applicable Closing Date (the
"Applicable Shares") which shall not be more than the then remaining Maximum
Number of Shares. On the Applicable Closing Date at the offices of Herrick,
Feinstein LLP, Two Park Avenue, New York, New York or such other place as may be
mutually agreed by the Buyer and the Seller, the Seller shall deliver, or cause
to be delivered, a stock certificate representing not less than the Applicable
Shares together with a stock power duly executed in blank by the Seller or his
agent (which such signature is Medallion Guaranteed) and all applicable New York
State Stock Transfer Tax Stamps. On or prior to three business days after the
aggregate Applicable Purchase Price for the Applicable Shares delivered at any
Applicable Closing Date is determined, the Seller shall pay the Buyer such
amount by delivering a check payable to the order of the Seller to the address
set forth above or such other address specified by the Seller in writing.
(d) Any Maximum Number of Shares not delivered on or
prior to the expiration of the term of this Agreement shall be delivered on such
expiration date as if such date were an Applicable Closing Date.
2. Reserved Shares.
(a) Subject to the terms and conditions of this
Section 2, the Seller shall have the right, but not the obligation, to sell up
to the number of shares (collectively, the "Reserved Shares") of Common Stock
equal to $115,034.25 multiplied by a fraction (x) the numerator of which is
equal to one (1) and (y) the denominator of which is equal to the aggregate net
purchase price from such sale. For example, if the net purchase price from the
sale of Common Stock is equal to $0.75 per share, then the number of Reserved
Shares would equal $115,034.25 multiplied by 1 / 0.75 or 153,379.
(b) The Seller may sell any or all of the Reserved
Shares in the public market at any time and from time to time from the date
hereof to (but excluding) the Reserved Share Expiration Date by giving a notice
of any such proposed sale to the Buyer, which notice shall specify the proposed
net purchase price and the proposed closing date of such sale; provided, that
the net purchase price from each such sale is paid to Eric Rainer Bashford
and/or the Eric Rainer Bashford Charitable Remainder Unitrust as directed by
Eric Rainer Bashford. It is acknowledged and agreed that the Seller has
delegated the right to so sell the Reserved Shares pursuant to the Durable Power
of Attorney described below.
3. Deliveries; Durable Power of Attorney. Simultaneously
with the execution of this Agreement, Seller shall deliver to Buyer (i) a stock
certificate representing the shares of Common Stock in Seller's possession, (ii)
a Durable General Power of Attorney in the form attached hereto as Exhibit I
which shall appoint Buyer as Seller's attorney-in-fact with authority to engage
in transactions and execute documentation relating to shares of Common Stock,
including the execution of stock powers required to transfer such Common Stock
and the exclusive right to sell the Reserved Shares pursuant to Section 2 and
(iii) ten (10) stock powers, each duly executed in blank (together with a
Medallion Signature Guarantee) with respect to the transfer and assignment of
the Maximum Number of Shares to the Seller.
4. Expiration Date. The term of this Agreement shall
commence on the date hereof and continue until February 28, 2001.
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5. No Release. Such purchase and sale of Common Stock
hereunder shall not release any party from its obligations under the Note or any
other agreement to which the parties hereto are subject, each of which shall
continue in full force and effect.
6. Notices.
(a) All notices given pursuant to this Agreement
shall be in writing and shall be made by hand-delivery, first-class mail
(registered or certified, return receipt requested), telecopier, or overnight
air courier guaranteeing next day delivery as provided below or to such other
address specified by the party to receive such notices in a notice to each other
party:
(i) if to the Seller:
to the Seller at the address set forth on
page 1 hereof.
(ii) if to the Buyer:
to the Buyer at the address set forth on
page 1 hereof;
with a copy to:
Herrick, Feinstein LLP
2 Park Avenue
New York, NY 10016
Attention: Richard M. Morris, Esq.
Tel: (212) 592-1400
Fax: (212) 889-7577
(b) Except as otherwise provided in this Agreement,
each such notice shall be deemed given at the time delivered by hand, if
personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next business day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next business day delivery.
7. Miscellaneous.
(a) This Agreement shall be construed and interpreted
according to the laws of the State of New York applicable to contracts made and
to be performed wholly within such state.
(b) This Agreement shall be binding upon, inure to
the benefit of and be enforceable by, the parties hereto and their respective
personal representatives, heirs, successors and assigns.
(c) This Agreement may be execute in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one agreement.
(d) Each party hereto by the execution and delivery
of this Agreement hereby agrees that he or it shall do and perform or cause to
be done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any other party hereto may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
BUYER:
ESTATE OF CHESTER S. KUCINSKI
By: /s/ Eric Rainer Bashford
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Name: Eric Rainer Bashford
SELLER:
/s/ Gregory Konesky
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GREGORY KONESKY, Individually
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