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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. 7)*
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)
August 27, 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
635,430
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
--
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
REPORTING PERSON
635,430
WITH
10. SHARED DISPOSITIVE POWER
--
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,430
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.99%
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 and No. 6 thereto
dated December 8, 1994, December 22, 1994, April 6, 1995, June 26, 1995, March
27, 1996 and February 18, 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 3, 1997 was 635,430; 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 14.99% 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.................................... 635,430
(ii) shared power to vote or to direct
the vote................................ --
(iii) sole power to dispose or to direct the
disposition of ......................... 635,430
(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
8/19/97 20,000 $13.64
8/27/97 10,000 14.875
8/27/97 7,500 14.75
8/27/97 2,500 14.875
8/28/97 3,000 16.50
8/29/97 4,500 16.375
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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 3, 1997
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Gary Gelman
