UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
September 11, 1997
September 12, 1997
September 17, 1997
(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).
<PAGE>
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
545,270
8. SHARED VOTING POWER
126,633
9. SOLE DISPOSITIVE POWER
545,270
10. SHARED DISPOSITIVE POWER
126,633
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,903
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.71%
14. TYPE OF REPORTING PERSON*
IN
*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>
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).
<PAGE>
(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
75,000 shares on September 11, 1997 for the amount of $16.00 per
share, 37,900 shares on September 12, 1997 for the amount of $16.7319
per share and 30,800 shares on September 17, 1997 for the amount of
$17.003 per share.
<PAGE>
Item 5. Interest in Securities of the Issuer:
(a) The aggregate number of shares of Common Stock beneficially owned
by Mr. Bray is 671,903 which represents 4.7% of the total
outstanding shares of Common Stock of the issuer. The number
671,903 includes 314,214 options to purchase Osmonics, Inc.
Common Stock and 126,633 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 in July of 1996, the sale of 150,000 shares in November
1996, the sale by Mr. Bray's wife in November of 1996 of 20,000
shares of Common Stock, the gift by Mr. Bray of 51,976 shares of
Common Stock and the gift of 10,474 shares of Common Stock by Mr.
Bray's wife, the purchase of 10,000 shares on May 16, 1997 at the
price of $15.625 per share, the purchase of 10,000 shares on May
19, 1997 at the price of $16.00 per share and the purchase of
10,000 shares on May 27, 1997 at the price of $16.125 per share,
no transactions in the Common Stock of the issuer have been
effected during the past 60 days by Mr. Bray. The purchase of
30,000 shares in May 1997 did not represent a material change in
excess of 1%.
(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.
September 26, 1997
/s/ Donald T. Bray
Donald T. Bray
