UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
TRINITECH SYSTEMS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
896406-10-5
--------------
(CUSIP Number)
Joan Dacey-Seib, Esq.
Jacobs Persinger & Parker
77 Water Street, New York, New York 10005 212-344-1866
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 5, 1997
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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
13dd-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 purposes 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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<PAGE>
SCHEDULE 13D
CUSIP No. 896406-10-5
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Jerome Belson
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(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 257,750
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
--------------------------------------
(9) SOLE DISPOSITIVE POWER
257,750
--------------------------------------
(10) SHARED DISPOSITIVE POWER
---
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
257,750 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN /X/
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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(14) TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 896406-10-5
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Maxine Belson
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(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 35,000
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
--------------------------------------
(9) SOLE DISPOSITIVE POWER
35,000
--------------------------------------
(10) SHARED DISPOSITIVE POWER
---
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
35,000 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
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(14) TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 896406-10-5
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Matthew Belson
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(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 35,000
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
--------------------------------------
(9) SOLE DISPOSITIVE POWER
35,000
--------------------------------------
(10) SHARED DISPOSITIVE POWER
---
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
35,000 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
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(14) TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 896406-10-5
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
The Jerome Belson Foundation, f/k/a The Joseph Belsky
Foundation
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(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 95,000
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
--------------------------------------
(9) SOLE DISPOSITIVE POWER
95,000
--------------------------------------
(10) SHARED DISPOSITIVE POWER
---
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
95,000 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
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(14) TYPE OF REPORTING PERSON*
CO
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<PAGE>
AMENDED AND RESTATED SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amended and Restated Schedule 13D relates to shares of
Common Stock, par value $.001 per share (the "Common
Stock"), of Trinitech Systems, Inc. (the "Company"), whose
principal executive office is located at Stamford Harbor
Park, 333 Ludlow Street, Stamford, Connecticut 06902.
ITEM 2. IDENTITY AND BACKGROUND
The names and addresses of the persons filing this Schedule
are as follows:
Jerome Belson, whose address is Jerome Belson
Associates, Inc., 495 Broadway, New York, New York 10012.
Jerome Belson is Chairman of the Board of Jerome Belson
Associates, Inc., a real estate management company.
Maxine Belson is a housewife and the spouse of Jerome
Belson. Her address is 197 Rugby Road, Brooklyn, New York
11226.
Matthew Belson is the grandson of Mr. and Mrs. Belson.
He is a student of journalism studying for his master's
degree. His address is 315 Ocean Parkway, Brooklyn, New York
11218.
The Jerome Belson Foundation, a New York not-for-profit
corporation formerly known as The Joseph Belsky Foundation
(the "Foundation"), is organized for educational,
charitable and scientific purposes. The Foundation's
address is 495 Broadway, New York, New York 10012. Jerome
Belson is the President of the Foundation. Certain
information concerning the officers of the Foundation is
set forth in Annex I hereto.
None of Jerome Belson, Maxine Belson, Matthew Belson or the
Foundation has, and to the best of knowledge of Jerome
Belson, Maxine Belson, Matthew Belson and the Foundation,
no person listed in Annex I hereto has, during the past
five years, been (i) convicted in a criminal proceeding
(excluding traffic violation or similar misdemeanors), or
(ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
<PAGE>
of which such individual or entity 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.
Jerome Belson, Maxine Belson and Matthew Belson are United
States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 32,000 shares of Common
Stock of the Company purchased during the period between
February 13, 1996 and September 5, 1997 by Jerome Belson
was $143,530 including brokerage commissions. The
aggregate purchase price of all of the shares of Common
Stock of the Company purchased by Jerome Belson is
$1,708,187 including brokerage commissions. Jerome Belson
used his personal funds to purchase such shares of Common
Stock.
The aggregate purchase price of all of the shares of Common
Stock of the Company purchased by Maxine Belson is
$210,280.20 including brokerage commissions. Mrs. Belson
used her personal funds to purchase such shares of Common
Stock.
The aggregate purchase price of the 12,000 shares of Common
Stock of the Company purchased during the period between
February 13, 1996 and September 5, 1997 by Matthew Belson
was $61,320 including brokerage commissions. The aggregate
purchase price of all of the shares of Common stock of the
Company purchased by Matthew Belson is $169,966.94
including brokerage commissions. Matthew Belson used his
personal funds to purchase such shares of Common Stock.
The aggregate purchase price of the 26,000 shares of Common
Stock of the Company purchased during the period between
February 13, 1996 and September 5, 1997 by the Foundation,
was $133,855 including brokerage. The aggregate purchase
price of all of the shares of Common Stock of the Company
purchased by the Foundation is $436,420 including brokerage
commissions, which funds were from the Foundation's
capital.
The aggregate purchase price of all of the shares of Common
Stock of the Company purchased by Ruth Kessler, the
<PAGE>
Secretary of the Foundation, is $29,700 including brokerage
commissions. Mrs. Kessler used her personal funds to
purchase such shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The purchases of the shares reported in this Schedule 13D
were made for the purpose of making an investment in the
Company. Consistent with such purpose, Jerome Belson has
had and expects to continue to have discussions with
management of the Company concerning the Company and the
investment of persons making this filing therein. Jerome
Belson may also engage in such discussions with other
shareholders of the Company.
The persons making this filing may, in the future, purchase
additional shares of the Common Stock of the Company
depending on the price of the shares and circumstances at
the time such acquisitions, if any, are made.
Alternatively, any of the persons making this filing may at
any time determine to realize on such person's investment
in the shares of Common Stock through the sale of the
shares.
The persons making this filing have no present plans or
proposals to effect one or more of the transactions
enumerated in paragraphs (b) to (j) of ITEM 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on September 5, 1997,
Jerome Belson, Maxine Belson, Matthew Belson and The Jerome
Belson Foundation beneficially owned 257,750, 35,000,
35,000 and 95,000 shares, respectively, of the Company for
an aggregate of 422,750 shares representing approximately
5.1% of the outstanding Common Stock of the Company (based
on information from the Company's Quarterly Report on Form
10-Q for period ended June 30, 1997).
To the best of knowledge of Jerome Belson, Maxine Belson,
Matthew Belson and the Foundation, no person named in Annex
I hereto, except Ruth Kessler, who, on September 5, 1997,
was the beneficial owner of 2,500 shares of Common Stock of
the Company, is the beneficial owner of any Common Stock of
the Company.
<PAGE>
(b) Each of Jerome Belson, Maxine Belson and Matthew Belson
has the sole power to vote or to direct the vote and sole
power to dispose of or direct the disposition of the shares
of Common Stock of the Company owned by each of them.
The filers of this restated Schedule 13D have been advised
by Ruth Kessler that she has the sole power to vote or to
direct the vote and sole power to dispose of or direct the
disposition of the shares of Common Stock of the Company
owned by her.
Under the definition of beneficial ownership in Rule 13d-3
under the Securities Exchange Act of 1934 (the "Act"),
Jerome Belson may also be deemed to be a beneficial owner
of the 95,000 shares of the Company owned by The Jerome
Belson Foundation because Mr. Belson, in his capacity as
president of the Foundation, might be deemed to have the
power to dispose of and vote the shares of the Company
owned by the Foundation. However, neither the filing of
this statement nor any of its contents shall be deemed to
construe an admission that Mr. Belson is the owner of the
shares of the Company beneficially owned by the Foundation
for purposes of Section 13(d) of the Act or for any other
purpose.
(c) During the sixty days preceding September 5, 1997,
Jerome Belson sold shares of Common Stock of the Company as
described below. All transactions were open market
dispositions made on the American Stock Exchange with the
exception of the sales made on August 14, 1997 and
September 5, 1997 listed below. Such sales were private
transactions to unrelated third parties.
DATE SHARES SOLD PRICE PER SHARE
7/10/97 1,000 $6-15/16
7/14/97 7,500 $6-15/16
7/15/97 400 $7-1/8
7/23/97 1,500 $7-1/8
8/8/97 3,100 $6-3/4
8/11/97 1,900 $6-3/4
8/14/97 15,000 $5
9/5/97 10,000 $5
During the sixty days preceding September 5, 1997, Maxine
Belson sold 3,000 shares of the Company's Common Stock on
August 28, 1997 at a per share price of $7-1/4. Such
<PAGE>
transaction was an open market transaction made on the
American Stock Exchange.
During the sixty days preceding September 5, 1997, Matthew
Belson sold 5,000 shares of the Company's Common Stock on
July 10, 1997 at a per share price of $6-7/8. Such
transaction was an open market transaction made on the
American Stock Exchange.
During the sixty days preceding September 5, 1997, the
Foundation sold 5,000 shares of the Company's Common Stock
on July 10, 1997 at a per share price of $6-5/8. Such
transaction was an open market transaction made on the
American Stock Exchange.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES
OF THE ISSUER
To the best knowledge of the persons signing this Restated
Schedule 13D, none of Jerome Belson, Maxine Belson, Matthew
Belson or the Foundation or any of the officers of the
Foundation is a party to any contract, arrangement,
understanding or relationship with respect to any Common
Stock of the Company, including but not limited to, any
contract, arrangement, understanding or relationship
concerning the transfer or the voting of any Common Stock,
finders fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits
or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Written agreement relating to the filing of a
joint acquisition statement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: September 11, 1997
/s/ Jerome Belson
-----------------------------
Jerome Belson
/s/ Maxine Belson
-----------------------------
Maxine Belson
/s/ Matthew Belson
-----------------------------
Matthew Belson
The Jerome Belson Foundation
By: /s/ Jerome Belson
-------------------------
Jerome Belson, President
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<PAGE>
EXHIBIT 1
The undersigned hereby agree that the Restated Schedule 13D
and any amendments thereto, filed by Jerome Belson, Maxine
Belson, Matthew Belson and The Jerome Belson Foundation
under the Securities Exchange Act of 1934, (the "Act")
reporting the beneficial ownership of shares of Common
Stock of Trinitech Systems, Inc. may be filed with the
Securities and Exchange Commission pursuant to Rule 13d-
1(f)(1) under the Act on behalf of the undersigned.
Dated: September 11, 1997
/s/ Jerome Belson
-----------------------------
Jerome Belson
/s/ Maxine Belson
-----------------------------
Maxine Belson
/s/ Matthew Belson
-----------------------------
Matthew Belson
The Jerome Belson Foundation
By: /s/ Jerome Belson
-------------------------
Jerome Belson, President
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<PAGE>
ANNEX I
The following is a list of the officers of The Jerome
Belson Foundation:
PRINCIPAL OCCUPTION
NAME AND POSITION AND BUSINESS ADDRESS
Jerome Belson Chairman of the Board of Jerome
- President Belson Associates, Inc.
495 Broadway
New York, New York 10012
Maxine Belson Housewife
- Vice President 197 Rugby Road
Brooklyn, New York 11226
I. Victor Belson Attorney
- Vice President Belson, Perlman & Szuflita
400 Madison Avenue
New York, New York 10017
Brianne Goldstein Housewife
- Treasurer 22 A Putnam Green
Greenwich, CT 06830
Ruth Kessler Executive Secretary
- Secretary Belson Associates, Inc.
495 Broadway
New York, New York 10012
All of the above named individuals are citizens of the
United States.
