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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MICROFRAME, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
594915209
(CUSIP Number)
Ora Gichtin
6316 Greenspring Avenue, Baltimore, MD 21209
410-415-5858
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 25, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with the statement. [X]
(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.
(Continued on following pages)
*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. 594915209 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ora Gichtin
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
U.S.A.
Number of Shares 7. SOLE VOTING POWER
21,300
Beneficially
8. SHARED VOTING POWER
Owned by Each N/A
Reporting Person 9. SOLE DISPOSITIVE POWER
221,300
With
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.41%
14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 1. Security and Issuer
This statement relates to Common Stock, $.001 par value per share (the
"Common Stock"), of MicroFrame, Inc. (the "Company"). The address of the
principal executive office of the Company is 21 Meridian Road, Edison, New
Jersey 08820.
Item 2. Identity and Background
(a) This statement is filed on behalf of Ora Gichtin (the "Reporting
Person").
(b) The Reporting Person's residence address is 6316 Greenspring
Avenue, Baltimore, MD 21209.
(c) The Reporting Person's present occupation is private investor.
This business is conducted primarily at the above address.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction relating to the violation of any federal or state securities law.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or other Consideration
All of the funds used in the acquisition of the securities came from
personal funds. The total consideration paid for the securities was $125,000.
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired for
investment. The Reporting Person has no plans with respect to any of such
securities which is referred to in Items 4(a)-4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 221,300 shares of the
Company's Common Stock, after giving effect to the sale of 78,700 shares during
the period from 8/19/96 through 8/21/96 (see Item 5(c) below), representing
4.41% of the Company's total outstanding Common Stock, assuming all Warrants (as
hereinafter defined) are exercised and the total number of outstanding shares of
the Company's Common Stock is 4,819,142 prior to such exercise. As of April 25,
1996, the Reporting Person beneficially acquired 300,000 shares of the Company's
Common Stock, representing 6% of the Company's total outstanding Common Stock,
assuming all Warrants had been exercised and based on the total number of
outstanding shares of the Company's Common Stock of 4,819,142 prior to such
exercise.
(b) The Reporting Person has the sole power to vote or to direct the
vote of all 21,300 shares of Common Stock she owns directly and the sole power
to dispose or to direct the disposition of all 221,300 shares of Common Stock
she owns beneficially.
(c) Pursuant to a Purchase Agreement (the "Agreement") which closed on
April 25, 1996, the Reporting Person purchased from the Company 100,000 units
("Units") at $1.25 per Unit. Each Unit consists of one share of Common Stock,
one Class A Warrant ("Class A Warrant") to purchase one share of Common Stock at
$1.50 per share and one Class B Warrant ("Class B Warrant")(the Class A Warrant
and Class B Warrant are collectively referred to as the "Warrants") to purchase
one share of Common Stock at $2.00 per share. The Warrants expire four years
from the date of grant. The following transactions were effected by the
Reporting Person during the past sixty days:
Purchase or
Date Sale Amount Price per Share
- ---- ----------- ------ ---------------
8/19/96 Sale 52,100 2
8/20/96 Sale 23,000 2
8/21/96 Sale 3,600 2
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the Company's total issued and outstanding Shares as of August
19, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 27, 1996
/s/ Ora Gichtin
Ora Gichtin
