UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Pentech International Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities
709635 10 6
(CUSIP Number)
Richard S. Kalin
Kalin & Associates, P.C.,
One Penn Plaza, Suite 1425,
250 West 34th Street, New York, NY 10119
(212) 239-8900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person had previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [ ].
*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 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 1 of 5; There is no Exhibit Index.
SCHEDULE 13D
CUSIP No. 709635 10 6
1. Name of Reporting Person: Norman Melnick
2. Check the Appropriate Box if a Member of a Group.
(a) [ ]
(b) [ ]
3. SEC Use Only.
4. Source of Funds: PF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). [ ]
6. Citizenship: USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power: 886,728*
8. Shared Voting Power: 363,300
9. Sole Dispositive Power: 886,728*
10. Shared Dispositive Power: 363,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,250,028*
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares. [ ]
13. Percent of Class Represented by Amount in Row (11): 9.67%
14. Type of reporting person: IN
* Includes options to purchase 160,000 shares of Common Stock of
the Issuer.
<PAGE>
Item 1. Security and Issuer.
Common Stock, par value $.01 per shares (the"Shares") of
Pentech International Inc., 195 Carter Drive, Edison, New Jersey
08817 (the "Company").
Item 2. Identity and Background.
(a) Name: Norman Melnick ("Mr. Melnick")
(b) Business address: 195 Carter Drive, Edison, NJ 08817
(c) Chairman and director of the Company.
(d) Whether or not, during the last five years, such person
has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and, if so,
give the dates, nature of conviction, name and location
of court, any penalty imposed, or other disposition of
the case.: No.
(e) Whether or not during the last five years, such person
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: No.
(f) Citizenship: USA.
Item 3. Source and Amount of Funds or Other Consideration.
Date Activity No. of Shares
9/30/99 purchsed 5,000
8/19/99 purchsed 5,000
8/04/99 purchsed 10,000
8/03/99 purchsed 10,000
7/07/99 purchsed 3,000
6/30/99 purchsed 2,100
6/29/99 purchsed 9,900
6/23/99 purchsed 9,900
6/16/99 purchsed 3,000
6/14/99 purchsed 14,700
6/17/99 purchsed 10,000
5/17/99 gifted 260,000
Personal funds were used by Mr. Melnick in purchasing the
Shares issued above.
Item 4. Purpose of Transaction.
The purpose of the above listed transactions was to make
gifts and to purchase for investment.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares beneficially owned by the
reporting person is 1,250,028 Shares* or 9.8% of the
outstanding Shares of the Issuer.
(b) Sole power to vote: 866,728 Shares*
Shared power to vote: 363,300 Shares
Sole power to dispose: 866,728 Shares*
Shared power to dispose: 363,300 Shares
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
* Includes options to purchase 160,000 shares of Common Stock of
the Issuer.
SIGNATURE
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.
Dated: March 2, 2000 By:s/Norman Melnick
Norman Melnick
