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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. 9)*
MISONIX, INC.
- --------------------------------------------------------------------------------
(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, New York, NY 10022
(212) 753-7500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 1998
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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
808,645
Number of Shares
8. Shared Voting Power
Beneficially
---
Owned by Each
9. Sole Dispositive Power
Reporting Person
808,645
With
10. Shared Dispositive Power
---
11. Aggregate Amount Beneficially Owned by Each Reporting Person
808,645
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* / /
13. Percent of Class Represented by Amount in Row (11)
12.70%
14. Type of Reporting Person
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING 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, August 27, 1997 and September 12, 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 December 10, 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 February 25, 1998 was 808,645; this included
options to acquire 688,500 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 5,677,194 common shares reported
by the Company to be issued and outstanding as of November 7,
1997 together with the 688,500 shares covered by the options
held by the reporting person, or a total of 6,365,694 shares,
thereby giving the reporting person beneficial ownership of
12.70% 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.............................. 808,645
(ii) shared power to vote or to direct
the vote.............................. --
(iii) sole power to dispose or to direct the
disposition of ....................... 808,645
(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
12/11/97 1,500 7.875
12/12/97 5,000 7.82
02/06/98 10,000 7.10
02/09/98 10,000 6.762
02/10/98 3,000 6.53
02/12/98 6,000 6.50
02/12/98 5,000 6.375
02/13/98 6,000 6.395
02/17/98 3,000 6.16
02/17/98 1,000 6.25
02/18/98 6,000 6.25
02/19/98 5,000 6.40
02/20/98 5,000 6.375
02/24/98 3,000 6.27
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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: February 25, 1998
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Gary Gelman
