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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
MISONIX, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
604871103
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(CUSIP Number)
Edward I. Tishelman
c/o Hartman & Craven LLP, 460 Park Avenue, NY, NY 10022
(212) 753-7500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 1997
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(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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CUSIP No. 604871103 SCHEDULE 13D Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary Gelman
Soc. Sec. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF-Personal Funds
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
7. SOLE VOTING POWER
585,430
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
--
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
REPORTING PERSON
585,430
WITH
10. SHARED DISPOSITIVE POWER
--
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,430
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.81%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDE EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 5
Item 1. Security and Issuer
The undersigned hereby amends the Schedule 13D dated December
1, 1994 and Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6 and No. 7
thereto dated December 8, 1994, December 22, 1994, April 6, 1995, June 26, 1995,
March 27, 1996, February 18, 1997 and August 27, 1997 (collectively the
"Schedule 13D") with respect to the shares of common stock (the "Stock") of
Misonix Inc. (the "Company"). Except as expressly set forth herein, there has
been no material change in the facts set forth in the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Mr. Gelman, a United States
citizen whose business address is c/o American Claims Evaluation, Inc., One
Jericho Plaza, Jericho, New York 11753. Mr. Gelman's principal occupation is as
Chairman of the Board, President, Chief Executive and Chief Operating Officer of
American Claims Evaluation, Inc., whose principal business is the verification
of medical bills presented for payment to insurance companies and others and
rendering services in the vocational rehabilitation of persons involved in
workmen's compensation disabilities. Mr. Gelman was designated a director of the
Company on June 26, 1995 and commenced serving as Chairman of the Board of
Directors on March 27, 1996. He was reelected as a director at the Annual
Meeting of Shareholders on February 19, 1997.
Mr. Gelman has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he 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.
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
(a) This Report deals with the sale of shares by the
Company to the reporting person.
(b)-(j) Not Applicable.
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Page 4 of 5
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of the Company's shares of Stock
beneficially owned by the undersigned on the close of business
on September 15, 1997 was 585,430; this included options to
acquire 459,000 shares under the Company's Outside Directors
Stock Option Plan, which options are exercisable immediately,
and accordingly, all shares underlying these options have been
treated as beneficially owned by the reporting person. The
percentage of the outstanding shares owned by the reporting
person has been calculated based upon a denominator comprised
of the 3,781,436 common shares reported by the Company to be
issued and outstanding as of May 1, 1997 together with the
459,000 shares covered by the options held by the reporting
person, or a total of 4,240,436 shares, thereby giving the
reporting person beneficial ownership of 13.81% of the
Company's outstanding shares.
(b) Number of Shares as to which, on the date referred to on the
cover, the undersigned had:
(i) sole power to vote or to direct
the vote............................... 585,430
(ii) shared power to vote or to direct
the vote............................... --
(iii) sole power to dispose or to direct
the disposition of .................... 585,430
(iv) shared power to dispose or to direct
the disposition of .................... --
(c) The following transactions in the Company's shares were
effected by the undersigned during the sixty day period
preceding the date set forth on the cover:
Date Number of Shares Sold Price Per Share
9/3/97 10,000 $16.325
9/4/97 5,000 16.5
9/8/97 5,000 16.875
9/11/97 10,000 18.125
9/12/97 10,000 20.625
9/12/97 2,500 20.75
9/15/97 2,500 21.375
9/15/97 5,000 21.75
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Page 5 of 5
(d) Not applicable.
(e) Not applicable.
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: September 26, 1997
/s/ Gary Gelman
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Gary Gelman
