<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
MIKRON INSTRUMENT COMPANY, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
59862R 10 3
------------------------------------
(CUSIP Number)
Steven N. Bronson copy to: Linda C. Frazier, Esquire
Barber & Bronson Incorporated Broad and Cassel
2101 W. Commercial Blvd., Ste. 1500 201 S. Biscayne Blvd.
Ft. Lauderdale, FL 33309 Ste. 3000
(305) 730-7700 Miami, FL 33131
(305) 373-9400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 3, 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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this 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
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CUSIP No. 59862R 10 3 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Steven N. Bronson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
-0-
-------------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES 600,000
BENEFICIALLY -------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 318,060
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
800,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,118,060
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 59862R 10 3 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Long Term Growth Associates, Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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6 CITIZENSHIP OF PLACE OF ORGANIZATION
Florida
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7 SOLE VOTING POWER
-0-
-------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 600,000
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
800,000
-------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 59862R 10 3 Page 4 of 11 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Barber & Bronson Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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6 CITIZENSHIP OF PLACE OF ORGANIZATION
Florida
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7 SOLE VOTING POWER
-0-
-------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
-------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
Page 5 of 11 Pages
Item 1. Security and Issuer.
-------------------
This Amendment No. 5 to Schedule 13D relates to the common stock, $.01
par value (the "Common Stock"), of Mikron Instrument Company, Inc., a New Jersey
corporation (the "Issuer"). The Issuer's principal executive office is located
at 445 West Main Street, Wyckoff, New Jersey 07481.
Item 2. Identity and Background.
-----------------------
(a) This Amendment No. 5 to Schedule 13D is being filed jointly on
behalf of Steven N. Bronson, Barber & Bronson Incorporated, a Florida
corporation (the "Company"), and Long Term Growth Associates, Limited, a Florida
limited partnership (the "Partnership"). The principal executive offices of the
Company and the Partnership are located at 2101 West Commercial Boulevard, Suite
1500, Ft. Lauderdale, Florida 33309. The executive officers of the Company are
Steven N. Bronson, Bruce C. Barber, Eric R. Elliott and James S. Cassel. The
general partner (the "General Partner") of the Partnership is Long-Term Growth
Associates, Inc., a Florida corporation of which Messrs. Bronson, Barber and
Elliott are the principals.
(b) Mr. Bronson's business address is 2101 West Commercial Boulevard,
Suite 1500, Ft. Lauderdale, Florida 33309, and the business address for all of
the other executive officers of the Company, including the principals of the
General Partner, is 2101 West Commercial Boulevard, Suite 1500, Ft. Lauderdale,
Florida 33309.
(c) The Company is a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Act"). Mr. Bronson is the President of the Company;
Mr. Cassel is the Executive Vice President of the Company; Mr. Barber is the
Vice President of the Company; and Mr. Elliott is the Secretary of the Company.
The Partnership is engaged in the business of investing in securities.
(d) Neither the Partnership, the General Partner, the Company, nor
any of its executive officers, including Mr. Bronson, was during the last five
years convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither the Partnership, the General Partner, the Company, nor
any of its executive officers, including Mr. Bronson, was during the last five
years, 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.
(f) The Company is a Florida corporation and all of the executive
officers of the Company, including Mr. Bronson, are citizens of the United
States of America. The Partnership is
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Page 6 of 11 Pages
a Florida limited partnership and the General Partner is a Florida corporation.
The principals of the General Partner are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Mr. Bronson acquired shares of the Issuer's Common Stock (the
"Shares"), utilizing his personal funds. The Partnership acquired Shares
utilizing its working capital, and acquired an option to acquire additional
shares from a principal shareholder of the Issuer in a privately negotiated
transaction. The Partnership also acquired Shares by utilizing its working
capital to exercise one of such options. Certain executive officers of the
Company, including principals of the General Partner, acquired Shares utilizing
their personal funds.
Item 4. Purpose of Transaction.
----------------------
Mr. Bronson and the Partnership acquired securities of the Issuer for
investment purposes and each may, independently, depending upon then current
events, including without limitation, then current market conditions, the
Issuer's results of operations, and the then current general business climate,
decide to increase or decrease their respective positions in the Issuer. In
addition, certain of the other executive officers of the Company acquired Shares
for investment purposes and each may, independently, depending upon then current
events, including without limitation, then current market conditions, the
Issuer's results of operations, and the then current general business climate,
decide to increase or decrease their respective positions in the Issuer.
As of the date of the event which required filing of this Amendment
No. 5 to Schedule 13D, neither Mr. Bronson, nor the Company, nor any of the
other executive officers of the Company had any plans or proposals which may
relate or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present Board of Directors or Management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board of Directors of the
Issuer;
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Page 7 of 11 Pages
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or any actions which may impede the acquisition or control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be de-listed from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of
1,118,060 Shares of the Issuer's Common Stock, representing approximately 28.1%
of the total Shares of the Issuer's Common Stock deemed outstanding. Such
Shares include 800,000 Shares owned beneficially by the Partnership, as
described below. Such Shares also include 32,875 Shares issuable upon exercise
of warrants at an exercise price of $0.81 per Share through December 31, 1998;
32,875 Shares issuable upon exercise of warrants at an exercise price of $1.01
per Share through December 31, 1998; 32,875 Shares issuable upon exercise of
warrants at an exercise price of $1.25 per Share through December 31, 1998;
32,875 Shares issuable upon exercise of warrants at an exercise price of $1.50
per Share through December 31, 1998; 32,875 Shares issuable upon exercise of
warrants at an exercise price of $1.75 per Share through December 31, 1998; and
153,685 Shares issuable upon exercise of warrants at an exercise price of $2.50
per Share through September 30, 2000.
The Partnership may be deemed to beneficially own an aggregate of
800,000 Shares of the Issuer's Common Stock, representing approximately 21.9% of
the total Shares of the Issuer's Common Stock deemed outstanding. Such Shares
include 600,000 Shares owned of record by the Partnership, and with respect to
which the Partnership may be deemed to share voting and dispositive power with
Steven N. Bronson. Such Shares also include 200,000 Shares issuable upon
exercise of an option granted to the Partnership by a principal shareholder of
the Issuer.
Mr. Barber may be deemed to beneficially own 62,790 Shares, which
Shares are issuable upon the exercise of a like number of warrants owned of
record by Mr. Barber and with
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Page 8 of 11 Pages
respect to such Shares, Mr. Barber possesses sole dispositive power. With
respect to said Shares, Mr. Bronson, the Company, Mr. Elliott, and the
Partnership disclaim beneficial ownership. Mr. Barber also disclaims beneficial
ownership of the Shares beneficially owned by Mr. Bronson, the Company, Mr.
Elliott, and the Partnership.
Mr. Elliott may be deemed to beneficially own 24,150 Shares, which
Shares include 19,150 Shares issuable upon exercise of a like number of warrants
owned of record by Mr. Elliott. Mr. Elliott may be deemed to possess sole
voting and dispositive power with respect to 5,000 Shares, and sole dispositive
power with respect to 19,150 Shares. In addition, with respect to said Shares,
Mr. Bronson, the Company, Mr. Barber, and the Partnership disclaim beneficial
ownership. Mr. Elliott also disclaims beneficial ownership of the Shares
beneficially owned by Mr. Bronson, the Company, Mr. Barber, and the Partnership.
The foregoing Shares do not include any Shares held of record in the
trading account of the Company and, with respect to which Shares, the foregoing
persons disclaim beneficial ownership.
(c) Any and all transactions in the Shares of the Issuer's Common
Stock effectuated by the foregoing persons during the preceding 60 days is
described on Exhibit L, attached hereto and incorporated herein by reference.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
---------------------------
None.
Item 7. Material to be Filed as Exhibits.
--------------------------------
(a) Exhibit K - Joint 13D Filing Statement.
(b) Exhibit L - Prior Transactions Effectuated during the Preceding 60
Days.
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Page 9 of 11 Pages
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information as set forth in this statement is true, complete
and correct.
Date: June 8, 1996 /s/ Steven N. Bronson
--------------------------------
Steven N. Bronson
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Page 10 of 11 Pages
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information as set forth in this statement is true, complete
and correct.
BARBER & BRONSON INCORPORATED
Date: June 8, 1996 By: /s/Steven N. Bronson
------------------------
Steven N. Bronson, President
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Page 11 of 11 Pages
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information as set forth in this statement is true, complete
and correct.
LONG TERM GROWTH ASSOCIATES, LIMITED
By: Long-Term Growth Associates, Inc.,
General Partner
Date: June 8, 1996 By: /s/Steven N. Bronson
------------------------
Steven N. Bronson, President
<PAGE>
Exhibit K
---------
Reference is made to a report on Schedule 13D, being filed on or about the
date hereof, with respect to the undersigned's beneficial ownership of shares of
Common Stock of Mikron Instrument Company, Inc. The undersigned hereby
acknowledge and agree that such Schedule 13D is being filed on behalf of each of
the undersigned. This agreement may be executed in one or more counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Date: June 8, 1996 /s/Steven N. Bronson
--------------------
Steven N. Bronson
BARBER & BRONSON INCORPORATED
Date: June 8, 1996 By: /s/Steven N. Bronson
---------------------
Steven N. Bronson, President
LONG TERM GROWTH ASSOCIATES,
LIMITED
By: Long-Term Growth Associates, Inc.,
General Partner
Date: June 8, 1996 By: /s/Steven N. Bronson
------------------------
Steven N. Bronson, President
<PAGE>
EXHIBIT L
---------
PRIOR TRANSACTIONS EFFECTUATED
DURING THE PRECEDING 60 DAYS
<TABLE>
<CAPTION>
Shares Price Per
Date Reporting Person Acquired Share
- ---- ---------------- -------- ---------
<S> <C> <C> <C>
May 3, 1996 Long Term Growth
Associates, Limited 200,000(1) $ (1)
</TABLE>
____________________
(1) The Partnership exercised one of the options previously granted to the
Partnership and acquired 200,000 Shares.
