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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MFIC CORPORATION
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(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
595073107
------------------------------
(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 1 of 9 pages
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CUSIP No. 595073107 13G Page 2 of 9 Pages
-------------------
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NAMES OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only).
Irwin J. Gruverman
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF 458,966
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
274,505
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 458,966
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
274,505
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
733,471 consisting of 242,300 shares of Common Stock, options to purchase
126,666 shares of Common Stock exercisable within 60 days owned directly
by Mr. Gruverman, a warrant to purchase 100,000 shares of common stock
exercisable within 60 days owned directly by Mr. Gruverman and 274,505
shares of Common Stock owned jointly by Mr. Gruverman and his wife.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
[X]
Does not include 100,000 shares held by Marjorie Gruverman.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
11.68%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
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Page 2 of 9 pages
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CUSIP No. 595073107 13G Page 3 of 9 Pages
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NAMES OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only).
Marjorie B. Gruverman
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF 100,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
274,505
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 100,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
274,505
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
374,505, consisting of 100,000 shares of Common Stock owned directly by
Mrs. Gruverman, and 274,505 shares of Common Stock owned jointly by
Mrs. Gruverman and her husband.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
[X]
Does not include 242,300 shares of Common Stock, options to purchase
116,666 shares of Common Stock and a warrant to purchase 100,000 shares
of Common Stock held by Irwin J. Gruverman.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
6.18%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
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Page 3 of 9 pages
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Item 1(a). Name of Issuer
--------------
MFIC Corporation
Item 1(b). Address of Issuer's Principal Office
------------------------------------
30 Ossipee Road
Newton, MA 02464-9101
Item 2(a). Name of Person Filing
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Irwin J. Gruverman and Marjorie B. Gruverman
Item 2(b). Address of Principal Business Office, or if None, Residence
-----------------------------------------------------------
c/o MFIC Corporation
30 Ossipee Road
Newton, MA 02464-9101
Item 2(c). Citizenship
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Mr. and Mrs. Gruverman are United States citizens.
Item 2(d). Title of Class of Securities
----------------------------
Common Stock, $.01 par value
Item 2(e). CUSIP Number
------------
595073107
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a)[ ] Broker or dealer registered under Section 15 of the Exchange
Act
(b)[ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)[ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d)[ ] Investment company registered under Section 8 of the
Investment Company Act.
(e)[ ] Investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E).
(f)[ ] Employee benefit plan, or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g)[ ] Parent holding company or control person, in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 9 pages
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Item 4. Ownership
---------
Provide the following information regarding the aggregate
number and percentage of the class of the securities of the
issuer identified in Item 1.
(a) Amount Beneficially Owned:
Mr. Gruverman beneficially owns an aggregate of 733,471
shares of Common Stock, consisting of 242,300 shares of
Common Stock, options to purchase 116,666 shares of Common
Stock exercisable within 60 days of the date hereof and a
warrant to purchase 100,000 shares of Common Stock
exercisable within 60 days owned directly by Mr. Gruverman,
and 274,505 shares of Common Stock owned jointly by Mr.
Gruverman and his wife. Mrs. Gruverman beneficially owns
374,505 shares of Common Stock, consisting of 100,000 shares
of Common Stock owned directly by Mrs. Gruverman and 274,505
shares of Common Stock owned jointly by Mrs. Gruverman and
her husband. Mr. Gruverman disclaims beneficial ownership of
the 100,000 shares of Common Stock owned by Mrs. Gruverman,
and Mrs. Gruverman disclaims beneficial ownership of the
242,300 shares of Common Stock, options to purchase 116,666
shares of Common Stock and warrant to purchase 100,000
shares of Common Stock held by Mr. Gruverman.
(b) Percent of Class:
Mr. Gruverman beneficially owns 11.68% of the Common
Stock of the Issuer.
Mrs. Gruverman beneficially owns 6.18% of the Common
Stock of the Issuer.
(c) Number of shares as to which such persons has:
(i) sole power to vote or to direct the vote:
Mr. Gruverman: 458,966
Mrs. Gruverman: 100,000
(ii) shared power to vote or to direct the vote:
Mr. Gruverman: 274,505
Mrs. Gruverman: 274,505
Page 5 of 9 pages
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(iii) sole power to dispose or to direct the
disposition of:
Mr. Gruverman: 458,966
Mrs. Gruverman: 100,000
(iv) shared power to dispose or to direct the
disposition of:
Mr. Gruverman: 274,505
Mrs. Gruverman: 274,505
The foregoing percentages are calculated based on the
6,061,304 shares of Common Stock reported to be outstanding
in the Quarterly Report on Form 10-Q of the Issuer for the
quarter ended September 30, 1999.
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
--------------------------------------------------------
Person.
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If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest relates to more than five percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent
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Holding Company.
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If a parent holding company has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and Item 3
classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule
13d-1(c), attach an exhibit stating the identification of
the relevant subsidiary.
Not applicable.
Page 6 of 9 pages
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Item 8. Identification and Classification of Members of the Group.
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If a group has filed this schedule, pursuant to Rule 13d-
1(b)(1)(ii)(J), so indicate under Item 3(h) and attach an
exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1(d), attach an exhibit
stating the identity of each member of the group.
Not applicable.
Item 9. Notice of Dissolution of Group.
------------------------------
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by the members of
the group, in their individual capacity. (See Item 5.)
Not applicable.
Item 10. Certification.
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having such purposes or effect.
Not applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 7 of 9 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.
Date: February 14, 2000
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Signature: /s/ Irwin J. Gruverman
--------------------------------
Name/Title: Irwin J. Gruverman
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Signature: /s/ Marjorie B. Gruverman
--------------------------------
Name/Title: Marjorie B. Gruverman
-------------------------------
Page 8 of 9 pages
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EXHIBIT 1
JOINT FILING AGREEMENT OF
IRWIN J. GRUVERMAN AND MARJORIE B. GRUVERMAN
The undersigned hereby agree that the Schedule 13G/A with respect to
the securities of MFIC Corporation dated as of even date herewith is filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities and Exchange Act of 1934, as amended.
Dated: February 14, 2000
/s/ Irwin J. Gruverman
______________________________________
Irwin J. Gruverman
/s/ Marjorie B. Gruverman
______________________________________
Marjorie B. Gruverman
Page 9 of 9 pages
