PAGE 1 of 6 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
OPTOMEDIC MEDICAL TECHNOLOGIES LTD.
(Name of Issuer)
ORDINARY SHARES, nominal value NIS 0.01 per share
(Title of Class of Securities)
M75257101
(CUSIP Number)
AUGUST 31, 1998
(Date of Event which requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ]Rule 13d-1(b)
[ ]Rule 13d-1(c)
[ ]Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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. M75257101 SCHEDULE 13G PAGE 2 of 6 PAGES
1) NAME AND S.S. or I.R.S. IDENTIFICATION NO.OF REPORTING PERSON
M.H. MEYERSON & CO., INC. IRS NO. 13-1924455
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY CORPORATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
442,694 shares
6) SHARED VOTING POWER
NONE
7) SOLE DISPOSITIVE POWER
916,650 shares [See Note I on Page 3]
8) SHARED DISPOSITIVE POWER
NONE
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,650 shares [See Note I on Page 3]
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
NOT APPLICABLE [ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1 PERCENT
12) TYPE OF REPORTING PERSON
BD
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CUSIP NO. M75257101 SCHEDULE 13G PAGE 3 of 6 PAGES
NOTE I Consists of a long position of 442,694 Ordinary
Shares and 136,456 Warrants to purchase 136,456
Ordinary Shares plus an Underwriter's Purchase
Option to purchase 225,000 Ordinary Shares and/or
112,500 Warrants to purchase 112,500 Ordinary
Shares.
<PAGE>
CUSIP NO. M75257101 SCHEDULE 13G PAGE 4 of 6 PAGES
Item 1(a) Name of Issuer:
OPTOMEDIC MEDICAL TECHNOLOGIES LTD.
Item 1(b) Address of Issuer's Principal Executive Offices:
Yoni Netanyahu 3-B,
Or-Yehuda 60376, ISRAEL
Item 2(a) Name of Person Filing:
M.H. MEYERSON & CO., INC.
Item 2(b) Address of Principal Business Office:
525 Washington Blvd. - 34th Floor
Jersey City, NJ 07310
Item 2(c) Citizenship:
New Jersey Corporation
Item 2(d) Title of Class of Securities:
ORDINARY SHARES, nominal value NIS 0.01 per share
Item 2(e) CUSIP Number:
M75257101
Item 3 Type of Person:
(a) Broker/Dealer registered under Section 15 of
the Act
Item 4 Ownership (at August 31, 1998):
(a) Amount Beneficially Owned:
916,650 shares [See Note I on Page 3]
(b) Percent of Class:
18.1 PERCENT
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CUSIP NO. M75257101 SCHEDULE 13G PAGE 5 of 6 PAGES
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote:
442,694 shares
(ii) Shared power to vote or direct the vote:
None
(iii)Sole power to dispose or direct the
disposition of:
916,650 shares [See Note I on Page 3]
(iv) Shared power to dispose or direct the
disposition of:
None
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the
Group:
Not Applicable
Item 9 Notice of Dissolution of the Group:
Not Applicable
<PAGE>
CUSIP NO. M75257101 SCHEDULE 13G PAGE 6 of 6 PAGES
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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.
Dated: September 10, 1998.
M.H. MEYERSON & CO., INC.
BY: /s/ Michael Silvestri
Michael Silvestri, President
