UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OSMONICS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
688 350 107 000
(CUSIP Number)
DONALD T. BRAY, 4281 WEISE RD., CARSON CITY, NEVADA 89702-0405
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 20, 1996
(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 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 ("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).
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SCHEDULE 13D
CUSIP NO. 68835010700
1. NAME OF REP0RTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald T. Bray, Trustee of the Donald T. Bray Trust dated April 8, 1992
Social Security Number: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
710,946
8. SHARED VOTING POWER
137,106
9. SOLE DISPOSITIVE POWER
710,946
10. SHARED DISPOSITIVE POWER
137,106
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
858,053
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILING OUT*
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer:
Title and class of equity securities to which the statement relates:
Common Stock
Name and Address of the Principal Executive Offices of the Issuer:
Osmonics, Inc.
5951 Clearwater Drive
Minnetonka, MN 55343
Item 2. Identity and Background
(a) Name:
Donald T. Bray
(b) Address:
4281 Weise Rd.
Carson City,
Nevada 89702-0405
(c) Occupation and Principal Business Address:
Business Consultant
DTB Consulting Services, Inc.
4281 Weise Road
Carson City, Nevada 89702-0405
(d) Whether or not, during the last five years, Mr. Bray has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case:
Mr. Bray has not, during the last 5 years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e) Whether nor not, during the last five years, Mr. Bray was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
Mr. Bray has not, during the last 5 years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which, as a result of such proceeding, was or is subject
to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to, federal or state
securities laws or found any violation with respect to such laws.
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration:
Mr. Bray received his shares as a result of a merger between
Desalination Systems, Inc. and Osmonics, Inc. Prior to the merger, Mr.
Bray was the principal Stockholder of Desalination Systems, Inc.
Item 4. Purpose of Transaction:
The transaction requiring this report was the sale by Mr. Bray of
150,000 shares of Common Stock of Osmonics, Inc.
<PAGE>
Item 5. Interest in Securities of the Issuer:
(a) The aggregate number of shares of Common Stock beneficially owned
by Mr. Bray is 858,053 which represents 5.8% of the total
outstanding shares of Common Stock of the issuer. The number
858,053 includes 314,214 options to purchase Osmonics, Inc.
Common Stock and 157,107 shares owned by Julianne LaFrankie Bray,
wife of Donald T. Bray, as her separate property and in which Mr.
Bray disclaims any beneficial interest.
Mr. Bray is a party to a Registration Rights Agreement with
Osmonics, Inc. whereby Osmonics, Inc. is obligated to maintain an
effective registration statement for the shares owned by Mr. Bray
for a period of three years. Mr. Bray also has certain piggyback
rights under the Registration Rights Agreement.
(b) Mr. Bray has the sole power to vote or direct the vote, and the
sole power to dispose or direct the disposition of the shares of
Common Stock held by him.
(c) Other than the receipt of the shares of Common Stock in the
merger and the sale of 150,000 shares, no transactions in
the Common Stock of the issuer have been effected during the
past 60 days by Mr. Bray.
(d) Mr. Bray has the right to receive and the right to direct the
receipt of the benefits of dividends from the Company and the
proceeds from any sale of the Company's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer:
Registration Rights Agreement between Osmonics, Inc. and Mr. Bray.
Item 7. Material to be Filed as Exhibits.
None
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.
November 21, 1996
/s/ Donald T. Bray
Donald T. Bray
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