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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PROCEPT, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
742 683 105
(CUSIP Number)
Michael G. Jesselson
Suite 4101
1301 Avenue of the Americas, New York, NY 10019
212-459-9517
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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. [X] (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.
(Continued on following pages)
(Page 1 of 5 Pages)
*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
CUSIP No. 742 683 105 13D Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF 1,144,604
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,144,604
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,604
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
14. TYPE OF REPORTING PERSON*
IN
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Page 3 of 5 Pages
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $.01 per
share (the "Common Stock"), of Procept, Inc. (the "Company"). The address of the
principal executive office of the Company is 840 Memorial Drive, Cambridge, MA
02139.
Item 2. Identity and Background.
(a) This statement is filed on behalf of Michael G.
Jesselson.
(b) Mr. Jesselson's business address is Suite 4101, 1301
Avenue of the Americas, New York, NY 10019.
(c) Mr. Jesselson's present principal occupation is an
investor. Mr. Jesselson is employes by Jesselson Capital Corp.,
Suite 4101, 1301 Avenue of the Americas, New York, NY 10019.
(d) Mr. Jesselson has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) During the last five years, Mr. Jesselson has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
relating to the violation of any federal or state securities law.
(f) Mr. Jesselson is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Jesselson acquired shares of Common Stock of the Company during the
past sixty days for an aggregate purchase price of $335,937.50. These shares
were purchased using personal funds.
Item 4. Purpose of Transaction.
The shares were purchased for investment. Mr. Jesselson has
no plan with respect to his shares which is referred to in Items
4(a)-4(j)of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Jesselson owns 1,144,604 shares of the Company's Common Stock.
This constitutes 8.34% of the 13,720,334 shares outstanding in the most recently
available filing with the Commission by the Company.
(b) Mr. Jesselson has the sole power to vote and dispose of
all his shares of the Company's Common Stock.
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Page 4 of 5 Pages
(c) The following purchase transactions were effected by Mr.
Jesselson during the past sixty days:
Date Transaction Type Amount Price per Share
7/2/97 Open market purchase 575,000 $0.4375
7/2/97 Open market purchase 225,000 $0.375
(d) Not Applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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Page 5 of 5 Pages
SIGNATURE
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.
July 8, 1997
/s/ Michael G. Jesselson
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Michael G. Jesselson
