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 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Dennis Sunshine
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, 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 - 0 -
BENEFICIALLY
OWNED
BY EACH 8 SHARED VOTING POWER
REPORTING 1,270,138*
PERSON
WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
1,270,138*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,270,138*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.66%*
14 TYPE OF REPORTING PERSON*
IN
*Assumes exercise of currently exercisable options to purchase
275,000 shares of Common Stock.
**SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
CUSIP NO. 685559-10-6 Page of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Francine Sunshine
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, 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 - 0 -
BENEFICIALLY
OWNED
BY EACH 8 SHARED VOTING POWER
REPORTING 1,270,138*
PERSON
WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
1,270,138*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,270,138*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.66%*
14 TYPE OF REPORTING PERSON
IN
*Assumes exercise of currently exercisable options to purchase
275,000 shares of Common Stock.
**SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE>
Statement on Schedule 13D
Pursuant to Rule 13d-1
under the
Securities Exchange Act of 1934
The undersigned hereby amends Items 3, 4, 5 and 6 of the
Schedule 13D filed by them 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.
The aggregate purchase price paid by Mr. Sunshine for
the 300,000 shares of Common Stock purchased on April 1, 1996 is
$30,000. The source of such funds was personal funds. The
exercise price per share of the 275,000 shares of Common Stock
underlying options granted to Mr. Sunshine on September 11, 1995,
which options were subject to vesting is $1.25 per shares. Should
any options be exercised, the undersigned anticipiate that the
source of consideration paid to the Company upon exercise would be
personal funds.
Item 4. Purpose of the Transaction.
The 300,000 shares of Common Stock purchased by Mr.
Sunshine on April 1, 1996 was purchased pursuant to the terms of
his employment agreement (the "Employment Agreement") with the
Company effective as of the same day. The options were granted
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. and Mrs. Sunshine are the beneficial owners of
1,270,138 shares of Common Stock. Such 1,270,138 shares of Common
Stock constitute approximately 19.66% 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 April 1, 1996, pursuant to the terms of the
Employment Agreement, Mr. Sunshine purchased from the Company
300,000 shares of Common Stock at a price of $.10 per share. Such
shares are subject to vesting over a three year period commencing
on April 1, 1997. On April 12, 1996, Mrs. Sunshine purchased
3,000 shares of Common Stock for her Individual Retirement Account
at 1.0625 per share and Mr. Sunshine purchased 500 shares of
Common Stock for his Individual Retirement Account at $1.0625 per
share.
Mr. and Mrs. Sunshine have shared power to vote and to direct
the vote of all the shares of Common Stock owned by them and to
dispose of and to direct the disposition of all of the shares of
Common Stock owned by them, other than the 300,000 shares of
Common Stock which have not yet vested. Other than the 300,000
shares of Common Stock purchased on April 1, 1996, 3,000 shares of
Common Stock purchased by Mrs. Sunshine's Individual Retirement
Account on April 12, 1996, and 500 shares of Common Stock
purchased by Mr. Sunshine's Individual Retirement Account on April
12, 1996 neither Mr. Sunshine nor Mrs. Sunshine have effected
transactions in the equity securities of the Company during the
last 60 days.
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to Securities of the Issuer.
Mr. Sunshine entered into the Employment Agreement with
the Company effective as of April 1, 1996. Among other
provisions, the Employment Agreement provides for the sale of the
300,000 shares of Common Stock to Mr. Sunshine at a price of $.10
per share.
Item 7. Material to Be Filed as Exhibits.
There is filed herewith as Exhibit 2, the Employment
Agreement, dated as of April 1, 1996.
<PAGE>
SIGNA TURE
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/ Dennis Sunshine May 14, 1996
Dennis Sunshine
/s/ Francine Sunshine May 14, 1996
Francine Sunshine
