SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
ORBIT INTERNATIONAL CORP.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
685559-10-6
(CUSIP Number)
COPY TO:
Mary Anne E. Busse, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
March 11, 1996
(Date of Events 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 (the "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>
CUSIP NO. 685559-10-6 Page of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Bruce Reissman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 953,614*
BENEFICIALLY
OWNED
BY EACH 8 SHARED VOTING POWER
REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
953,614*
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
953,614*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.79%*
14 TYPE OF REPORTING PERSON
IN
*Assumes exercise of currently exercisable options to purchase
260,000 shares of Common Stock.
**SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
Statement on Schedule 13D
Pursuant to Rule 13d-1
under the
Securities Exchange Act of 1934
The undersigned hereby amends Items 3, 4 and 5 of the
Schedule 13D filed by him with respect to the common stock, par
value $.10 (the "Common Stock"), of Orbit International Corp., a
Delaware corporation (the "Company"). Unless otherwise indicated,
all terms referred to herein shall have the same meanings as those
set forth in the previously filed Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Should any options be exercised, the undersigned
anticipates that the source of consideration paid to the Company
upon exercise would be personal funds.
Item 4. Purpose of the Transaction.
The options were granted to Mr. Reissman pursuant to the
Company's 1995 Employee Stock Option Plan.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, pursuant to the provisions of
Rule 13d-3, Mr. Reissman is the beneficial owner of 953,614 shares
of Common Stock. Such 953,614 shares of Common Stock constitute
approximately 14.79% of the total number of shares of Common Stock
deemed to be outstanding (based solely upon 6,186,093 shares
outstanding as of April 29, 1996 according to the Company's proxy
statement filed with the Securities and Exchange Commission on
April 30, 1996.)
On September 11, 1995, Mr. Reissman was granted options
to purchase 260,000 shares of Common Stock, subject to stockholder
approval, under the Company's 1995 Employee Stock Option Plan.
Stockholder approval was obtained on December 18, 1995. The
options are subject to a six month vesting period. Accordingly,
the options vested on March 11, 1996 and are currently
exercisable.
Mr. Reissman has sole power to vote and to direct the vote of
all the shares of Common Stock owned by him and to dispose of and
to direct the disposition of all of the shares of Common Stock
owned by him. Other than the options to purchase 260,000 shares
of Common Stock granted to Mr. Reissman on September 11, 1995, Mr.
Reissman has effected no other transactions in the equity
securities of the Company during the last 60 days.
<PAGE>
S IGNATURE
After reasonable inquiry and to his best knowledge and
belief, the undersigned hereby certifies that the information set
forth in this Statement is true, complete, and correct.
/s/ Bruce Reissman May 14, 1996
Bruce Reissman
