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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. 10)*
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,
New York, NY 10022 (212) 753-7500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 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 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 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 13-d-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 Exchabge 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 Page 2 of 5
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gary Gelman
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
750,750
Number of Shares
8. Shared Voting Power
Beneficially
--
Owned by Each
9. Sole Dispositive Power
Reporting Person
750,750
With
10. Shared Dispositive Power
--
11. Aggregate Amount Beneficially Owned by Each Reporting Person
750,000
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
11.63%
14. Type of Reporting Person*
IN
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Page 3 of 5
Item 1. Security and Issuer
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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, No. 7, No. 8
and No. 9 thereto dated December 8, 1994, December 22, 1994, April 6, 1995, June
26, 1995, March 27, 1996, February 18, 1997, August 27, 1997, September 12,
1997 and February 19, 1998 (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
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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
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N/A
Item 4. Purpose of Transaction
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(a) This Report deals with the open market sale of
shares of the Company by the reporting person.
(b)-(j) Not Applicable.
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Page 4 of 5
Item 5. Interest in Securities of the Issuer
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(a) The aggregate number of the Company's shares of Stock
beneficially owned by the undersigned on the close of
business on September 23, 1998 was 750,750; 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
5,767,680 common shares reported by the Company to be issued
and outstanding as of September 15, 1998 together with the
688,500 shares covered by the options held by the reporting
person, or a total of 6,456,180 shares, thereby giving the
reporting person beneficial ownership of 11.63% 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.......750,750
(ii) shared power to vote or to direct the vote..... --
(iii) sole power to dispose or to direct the
disposition of ................................750,750
(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
8/19/98 2,000 7.125
8/19/98 8,000 7.25
8/24/98 5,000 6.50
9/14/98 1,200 7.125
9/14/98 4,000 7.375
9/15/98 2,195 6.4417
9/21/98 5,100 6.10
9/22/98 1,900 6.00
9/23/98 8,000 6.00
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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: As of September 23, 1998
/s/ Gary Gelman
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Gary Gelman
