SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13 D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
(Name of Issuer)
_____________________________
COMMON STOCK (PAR VALUE $.01 PER SHARE)
(Title of Class of Securities)
816638100
(CUSIP Number)
Theodore W. Konopelski
2678 Grandview Place
Endicott, N.Y. 13760
(607) 754-3626
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
Thomas P. Young, Esq.
Underberg & Kessler LLP
1800 Chase Square
Rochester, N.Y. 14604
(716) 258-2800
_________________________________
May 1, 1997
(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: [ ]
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).
CUSIP No. : 816638100
1) Name of Reporting Person: Theodore W. Konopelski
S.S. or I.R.S. Identification
No. of Above Person: SSN: ###-##-####
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group* (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: United States
Number of (7) Sole Voting Power 96,536 (1)
Shares Beneficially (8) Shared Voting Power -0-
Owned by Each (9) Sole Dispositive Power 96,536 (1)
Reporting (10) Shared Dispositive Power -0-
Person With
11) Aggregate Amount Beneficially
Owned by Each Reporting Person: 96,536 (1)
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares*: [ X ]
13) Percent of Class Represented
by Amount in Row (11) 2.7%
(based on 3,530,838 shares
outstanding on March 31, 1997)
14) Type of Reporting Person*: IN
____________________________
* See instructions
(1) Includes non-plan options to purchase 29,553 shares all of which are
presently exercisable by Mr. Konopelski.
<PAGE>
CUSIP No. : 816638100
1) Name of Reporting Person: Ann Konopelski
S.S. or I.R.S. Identification
No. of Above Person: SSN: ###-##-####
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group* (b) [ ]
3) SEC Use Only
4) Source of Funds* OO
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
Number of (7) Sole Voting Power 172,195 (1)
Shares Beneficially (8) Shared Voting Power -0-
Owned by Each (9) Sole Dispositive Power 172,195 (1)
Reporting (10) Shared Dispositive Power -0-
Person With
11) Aggregate Amount Beneficially
Owned by Each Reporting Person: 172,195 (1)
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares*: [ X ]
13) Percent of Class Represented
by Amount in Row (11) 4.9%
(based on 3,530,838 shares
outstanding on March 31, 1997)
14) Type of Reporting Person*: IN
____________________________
* See instructions
(1) Includes 3,942 shares held in a trust for the benefit of two nieces,
of which trust Mrs. Konopelski is sole trustee.
<PAGE>
ITEM 1 SECURITY AND ISSUER
Common Stock, par value $.01 per share,
Semiconductor Laser International Corporation
15 Link Drive
Binghamton, New York 13904
ITEM 2 IDENTITY AND BACKGROUND
(a) Name(s): Theodore W. Konopelski and Ann Konopelski, husband and
wife (collectively, the "Reporting Persons"), who may constitute a group
within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934.
(b) Residence address: 2678 Grandview Place, Endicott, N.Y. 13760
(c) Current Occupation: Theodore Konopelski: engineer. Ann
Konopelski is a compensation analyst and is the spouse of Theodore
Konopelski.
(d) No; not applicable.
(e) No; not applicable.
(f) Both citizens of the United States
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Konopelski beneficially owns 96,536 shares of Common Stock, which
he acquired in 1993 in connection with the incorporation of the Issuer and
in 1995 in connection with the December 1994 private placement. This total
includes non-plan options to purchase 29,553 shares, all of which are
presently exercisable by Mr. Konopelski. Mr. Konopelski disclaims
beneficial ownership of the 172,195 shares beneficially owned by Mrs.
Konopelski.
Mrs. Konopelski beneficially owns 172,195 shares of Common Stock. Of
this total, 168,253 shares were transferred to her by Mr. Konopelski in
1995, and 3,942 shares are held in a trust for the benefit of two nieces,
of which trust Mrs. Konopelski is sole trustee. Mrs. Konopelski disclaims
beneficial ownership of the 96,536 shares beneficially owned by Mr.
Konopelski.
ITEM 4 PURPOSE OF TRANSACTION
Theodore Konopelski was a co-founder of the Issuer and acquired
substantially all of his shares of Common Stock in connection with the
incorporation of the Issuer, some of which he subsequently transferred to
his spouse, Ann Konopelski.
The Reporting Persons are disappointed with the management and
direction of the Issuer and have begun to evaluate possible alternatives
with respect to their investment in the Issuer. Although no course of
action has presently been decided upon, Mr. Konopelski is considering,
among other things, (1) holding discussions with third parties or with
members of the Board of the Issuer in which he may suggest or take a
position with respect to potential changes in the operations and/or
management of the Issuer as a means of enhancing shareholder value, (2)
seeking the removal of certain or all of the members of the Board of the
Issuer, (3) nominating an alternate slate of candidates to be elected to
the Board, or (4) proposing changes in the management of the Issuer.
Except as set forth herein, the Reporting Persons have not, at this
time, decided upon any plans or proposals that relate to or would result in
(1) the acquisition or disposition by any person of securities of the
Issuer, (2) any extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer, (3) any sale or
transfer of a material amount of the assets of the Issuer, (4) a change in
the present Board or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board, (5) any material change in the present
capitalization or dividend policy of the Issuer, (6) any material change in
the Issuer's business or corporate structure, (7) any changes in the
Issuer's charter or bylaws that may impede the acquisition of control of
the Issuer by any person, (8) the Common Stock being delisted by Nasdaq or
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act, or (9) any action similar to any of those
enumerated above. Nevertheless, the Reporting Persons reserve the right to
take any and all actions with respect to the Issuer or its securities as
may be permitted by law.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) Theodore W. Konopelski beneficially owns 96,536 shares or
approximately 2.7% of the Issuer's Common Stock (based on 3,530,838 shares
outstanding on March 31, 1997). This total includes non-plan options to
purchase 29,553 shares all of which are presently exercisable by Mr.
Konopelski. Mr. Konopelski disclaims beneficial ownership of the 172,195
shares beneficially owned by Mrs. Konopelski.
Ann Konopelski beneficially owns 172,195 shares or approximately 4.9%
of the Issuer's Common Stock (based on 3,530,838 shares outstanding on
March 31, 1997). Mrs. Konopelski disclaims beneficial ownership of the
96,536 shares beneficially owned by Mr. Konopelski.
(b) Theodore W. Konopelski has sole voting and dispositive power with
respect to 96,536 shares, which total includes non-plan options to purchase
29,553 shares all of which are presently exercisable by Mr. Konopelski. He
has no shares with respect to which he shares voting or dispositive power.
Mr. Konopelski disclaims beneficial ownership of the 172,195 shares
beneficially owned by Mrs. Konopelski.
Ann Konopelski has sole voting and dispositive power with respect to
172,195 shares, which includes 3,942 shares held in a trust for the benefit
of two nieces, of which trust Mrs. Konopelski is sole trustee. She has no
shares with respect to which she shares voting or dispositive power. Mrs.
Konopelski disclaims beneficial ownership of the 96,536 shares beneficially
owned by Mr. Konopelski.
(c) On March 20, 1997, Theodore Konopelski sold a total of 25,000
shares of Common Stock at an average price of $6.18 per share; on March 21,
1997, he sold a total of 23,000 shares at an average price of $5.71 per
share; and from April 4 through 14, 1997, he sold a total of 35,500 shares
at an average price of $5.89 per share, all in open market transactions.
(d) None; not applicable.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
1) Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: May 9, 1997
By: /s/ Theodore W. Konopelski
Theodore W. Konopelski
By: /s/ Ann Konopelski
Ann Konopelski
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Joint Filing Agreement
<PAGE>
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock of Semiconductor Laser
International Corporation, and further agree that this Joint Filing
Agreement be included as a Exhibit to such joint filing. Each party to
this Joint Filing Agreement expressly authorizes Theodore W. Konopelski to
file on such person's behalf any and all amendments to such Statement.
Each such party undertakes to notify Theodore W. Konopelski of any changes
giving rise to an obligation to file an amendment to this Schedule 13D and
it is understood that in connection with this Statement and all amendment
thereto each such party shall be responsible only for information supplied
by such party.
In evidence thereof, the undersigned hereby execute this Agreement as
of the 9th day of May, 1997.
/s/ Theodore W. Konopeski
Theodore W. Konopelski
/s/ Ann Konopelski
Ann Konopelski
