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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 )*
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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. NORMAN P. FUCHS IRWIN A. KISHNER, ESQ.
5 FLAGPOLE LANE HERRICK, FEINSTEIN LLP
EAST SETAUKET, NEW YORK 10598 2 PARK AVENUE
TEL.: (516) 751-7026 NEW YORK, NEW YORK 10016
(212) 592-1400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 31, 1998
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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 5 Pages
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CUSIP NO. 10211F100 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman P. Fuchs (S.S. ###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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
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7 SOLE VOTING POWER
NUMBER OF
SHARES 890,000 shares of Common Stock
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
890,000 shares of Common Stock
PERSON ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,000 shares of Common Stock
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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)
6.0%
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14 TYPE OF REPORTING PERSON*
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* 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
<PAGE>
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 9, 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) The IRA is the beneficial owner of 890,000 shares of Common
Stock of the Issuer. The total number of outstanding shares
of the Issuer's Common Stock is 14,741,599. As of December
31, 1998 the IRA owns 6.0% of the Issuer's Common Stock.
(c) On December 31, 1998, the IRA sold 235,000 shares of Common
Stock of the Issuer to the David Rosenberg Irrevocable Trust
U/A/D 3/27/97 (the "Rosenberg Trust") for $100,000 or
$0.42553 price per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The shares of Common Stock of the Issuer were sold pursuant to a
Stock Purchase Agreement dated as of September 30, 1998, executed and delivered
December 31, 1998 by the IRA and the Rosenberg Trust (the "Stock Purchase
Agreement").
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
B. The Stock Purchase Agreement.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
Page 3 of 5 Pages
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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.
NORMAN P. FUCHS
January 8, 1999 By: /s/NORMAN P. FUCHS
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Date Signature
Name: Norman P. Fuchs
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
B. STOCK PURCHASE AGREEMENT BY AND AMONG THE
NORMAN P. FUCHS INDIVIDUAL RETIREMENT ACCOUNT AND
THE DAVID ROSENBERG IRREVOCABLE TRUST U/A/D 3/27/97
DATED AS SEPTEMBER 30, 1998,
EXECUTED AND DELIVERED ON DECEMBER 31, 1998.
Page 5 of 5 Pages
THE NORMAN FUCHS
INDIVIDUAL RETIREMENT ACCOUNT
5 FLAGPOLE LANE
EAST SETAUKET, NEW YORK 10598
September 30, 1998
THE DAVID ROSENBERG
IRREVOCABLE TRUST U/A/D 3/27/97
c/o Mitchell Schlossberg & Corie Weisblum
15 Downey Drive
Huntington, NY 11743
Purchase Agreement
235,000 Shares of Common Stock of
BOVIE MEDICAL CORPORATION
This letter agreement (this "Agreement") shall be a legal and binding
agreement between us with respect to the purchase by THE DAVID ROSENBERG
IRREVOCABLE TRUST U/A/D 3/27/97 (the "Buyer") from THE NORMAN FUCHS INDIVIDUAL
RETIREMENT ACCOUNT (the "Seller") of TWO HUNDRED AND THIRTY FIVE THOUSAND
(235,000) shares of Common Stock, $0.001 par value per share, (collectively, the
"Shares"), of BOVIE MEDICAL CORPORATION (f/n/a AN-CON GENETICS, INC.), a
Delaware corporation (the "Corporation"), on the terms and conditions herein set
forth.
1. Sale of Shares; Purchase Price. (a) The closing of the transactions
contemplated herein (the "Closing") shall occur on December 31, 1998 or such
earlier or later date as determined by the mutual agreement of the parties
hereto (the date on which the Closing occurs being referred to herein as the
"Closing Date"). On the Closing Date, (i) the Seller, shall sell, assign,
transfer and deliver to the Buyer, and the Buyer shall purchase from the Seller,
the Shares, for an aggregate purchase price of ONE HUNDRED THOUSAND ($100,000)
DOLLARS (the "Purchase Price") which will be paid by the Buyer at the Closing by
a wire transfer of immediately available ("fed funds") funds to the bank account
designated by the Seller.
(b) On the Closing Date, the Seller shall deliver to the Buyer the
stock certificates (the "Tendered Certificate") evidencing the Shares as well as
other shares of common stock of the Corporation accompanied by a stock power in
the form attached hereto as Exhibit A duly executed in blank and a letter in the
form attached hereto as Exhibit B containing irrevocable instructions to
<PAGE>
THE DAVID ROSENBERG
IRREVOCABLE TRUST U/A/D 3/27/97
September ___, 1998
Page 2
the stock transfer agent of the Corporation to issue and deliver (i) to the
Buyer a stock certificate representing the Shares registered in the name or
names designated by the Buyer and (ii) to the Seller a stock certificate for
that number of shares represented by the Tendered Certificate less the number of
Shares registered in the name designated by the Seller.
2. Representations and Warranties of the Buyer. As an inducement to the
Seller to enter into this Agreement, the Buyer hereby represents and warrants to
the Seller as follows:
(a) This Agreement is duly authorized, executed and delivered by the
Buyer, and constitutes a legal, valid and binding obligation of the Buyer
enforceable against the Buyer in accordance with its terms.
(b) The Buyer has full power and authority to enter into this
Agreement and perform its obligations hereunder and to consummate the
transactions contemplated hereby.
(c) The execution and delivery of this Agreement by the Buyer and the
performance by the Buyer of its obligations hereunder do not conflict with or
result in a breach of any term or provision of the charter documents of the
Buyer or any other agreement of the Buyer or to which the property of the Buyer
is bound.
(d) The Buyer is an "accredited investor" as that term is defined in
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act").
(e) The is purchasing the Shares for the Buyer's own account, for
investment and not with a view to resale or distribution except in compliance
with the Securities Act.
3. Representations and Warranties of the Seller. As an inducement to the
Buyer to enter into this Agreement, the Seller hereby represents and warrants to
the Buyer as follows:
(a) This Agreement is duly authorized, executed and delivered by the
Seller, and constitutes a legal, valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms.
<PAGE>
THE DAVID ROSENBERG
IRREVOCABLE TRUST U/A/D 3/27/97
September ___, 1998
Page 3
(b) The Seller has full power and authority to enter into this
Agreement and perform its obligations hereunder and to consummate the
transactions contemplated hereby.
(c) The execution and delivery of this Agreement by the Seller and
the performance by the Seller of its obligations hereunder do not conflict with
or result in a breach of any term or provision of the charter documents of the
Seller or any other agreement of the Seller or to which the property of the
Seller is bound.
(d) On the date hereof and on the Closing Date the Seller owns
beneficially and of record the Shares and the Seller has good and marketable
title to the Shares, free and clear of any security interest, pledge, mortgage,
lien, call, option, charge, encumbrance, adverse claim, preferential arrangement
or restriction of any kind, including, without limitation, any restriction on
the use, voting, transfer, receipt of income or other exercise of any attributes
of ownership (collectively, an "Encumbrance") except as legended in the stock
certificate representing the Shares.
(e) Upon consummation of the transactions contemplated by this
Agreement on the Closing Date and upon payment in full and receipt of the
Purchase Price, the Buyer will own the Shares free and clear of all Encumbrances
except as legended in the stock certificate representing the Shares.
Please sign below to indicate your acceptance of this Agreement, which
shall be a binding legal obligation. This Agreement may be executed in
counterparts.
Very truly yours,
THE NORMAN FUCHS INDIVIDUAL
RETIREMENT ACCOUNT
By:
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Name:
Title: Trustee
[Signatures continued on following page]
<PAGE>
THE DAVID ROSENBERG
IRREVOCABLE TRUST U/A/D 3/27/97
September ___, 1998
Page 4
ACCEPTED AND AGREED
AS OF THE DATE FIRST ABOVE WRITTEN:
THE DAVID ROSENBERG
IRREVOCABLE TRUST U/A/D 3/27/97
By: /s/
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Name: Mitchell Schlossberg
Title: Trustee
By: /s/
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Name: Corie Weisblum
Title: Trustee
