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UNITED STATES |
OMB APPROVAL |
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SECURITIES
AND EXCHANGE |
OMB Number: |
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Washington, D.C. 20549 |
Expires: December 31, 2005 |
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SCHEDULE 13D |
Estimated average burden hours per response. . 11 |
Bovie Medical Corp. (f/k/a An-Con Genetics, Inc.)
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
032347 20 5
(CUSIP Number)
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David J. Pierce |
James S. Rowe, Esq. |
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 2004
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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CUSIP No. 032347 20 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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2
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1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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3
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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4
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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5
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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6
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Item 1. |
Security and Issuer |
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This Amendment No. 1 (this “Amendment No. 1”) hereby amends the Statement on Schedule 13D (the “Original Schedule 13D”) previously filed with the Securities and Exchange Commission on July 22, 2004 on behalf of (1) ACMI, (2) Holdings, (3) FPCF, (4) FPC, and (5) Fox Paine (collectively, the “Reporting Persons”). This Amendment No. 1 to the Original Schedule 13D is being filed to report the disposition by the Reporting Persons of beneficial ownership of 3,000,000 shares (the “Bovie Shares”) of the common stock, $.001 par value per share (the “Common Stock”), of Bovie Medical Corp., a Delaware corporation (f/k/a An-Con Genetics, Inc., the “Issuer”). As of September 24, 2004, the Reporting Persons ceased to be the beneficial owners, either directly or indirectly, of any shares of the Common Stock of the Issuer and shall cease to be the Reporting Persons pursuant the Original Schedule 13D as of the effective date of this Amendment No. 1. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to the term in the Original Schedule 13D. |
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Item 4. |
Purpose of Transaction |
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Item 4 of the Original
Schedule 13D is amended and supplemented by adding the following to the end
of such item: ACMI
disposed of the Bovie Shares in a privately negotiated transaction on
September 24, 2004 pursuant to the Common Stock Purchase Agreement, dated as
of September 24, 2004, by and among ACMI and the buyers (collectively, the
“Buyers”) listed on the signature pages thereto (the “Purchase Agreement”). Upon the consummation of the transactions
contemplated by the Purchase Agreement, each of the Buyers became the
beneficial owner of the number of the shares of the Common Stock of the
Issuer set forth opposite their respective names on Exhibit A attached to the
Purchase Agreement. The preceding
summary of terms of the Purchase Agreement is qualified in its entirety by
reference to the detailed provisions of the Purchase Agreement and a copy of
the agreement is attached as Exhibit 1.5. Ehrenkrantz King Nussbaum Inc. acted as
placement agent for ACMI in the sale. In
connection with the transactions contemplated by the Purchase Agreement, ACMI
(i) assigned its rights and obligations under the Registration Rights
Agreement to the Buyers and (ii) agreed to pay Costs and Expenses (as defined
in the Registration Rights Agreement) not in excess of $60,000 in connection
with a non-underwritten demand registration of the Bovie Shares on Form S-3
pursuant to the Letter Agreement, dated as of September 24, 2004, by and
among ACMI and the Buyers (the “Letter Agreement”). The preceding summary of terms of the
Letter Agreement is qualified in its entirety by reference to the detailed
provisions of the Letter Agreement, and a copy of the Letter Agreement is
attached as Exhibit 1.6. The shares of the Common Stock of the Issuer sold and transferred to the Buyers pursuant to the Purchase Agreement included 43,503 shares (the “Transferred Shares”) of the Common Stock of the Issuer that ACMI transferred to the Committee Representative (as such term is defined in the Plan) on September 1, 2004 pursuant to Section 7.11 of the Plan, pursuant to which ACMI has the unconditional right to include the Transferred Shares in the sale or sales of the Bovie Shares before January 3, 2005. |
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Item 5. |
Interest in Securities of the Issuer |
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Item 5 (a), (b), (c), and (e) of the Original Schedule 13D is amended and supplemented by adding the following to the end of such item: Item 5 (a), (b) As a result of the disposition of beneficial ownership of the Bovie Shares pursuant to the Purchase Agreement as described in Item 4, the Reporting Persons ceased to be the beneficial owners, either directly or indirectly, of more than five (5) percent of the shares of the Common Stock of the Issuer. Item 5(c) Except as described in this Amendment No. 1, the Reporting Persons have not entered into any transactions with respect to the Bovie Shares during the sixty (60)-day period immediately preceding the effective date of this Amendment No. 1. Item 5(e) As a result of the disposition of beneficial ownership of the Bovie Shares pursuant to the Purchase Agreement as described in Item 4, the Reporting Persons ceased to be the beneficial owners, either directly or indirectly, of more than five (5) percent of the shares of the Common Stock of the Issuer. |
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Item 7. |
Material to Be Filed as Exhibits |
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Item 7 of the Original Schedule 13D is amended and supplemented by adding the following to the end of such item:
Exhibit 1.5 - Purchase Agreement. Exhibit 1.6 - Letter Agreement. |
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8
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.
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Date: September 24, 2004 |
ACMI CORPORATION |
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By: |
/s/ David J. Pierce |
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Name: David J. Pierce |
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Its: Vice President Finance and Treasurer |
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Date: September 24, 2004 |
AMERICAN CYSTOSCOPE MAKERS, INC. |
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By: |
/s/ David J. Pierce |
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Name: David J. Pierce |
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Its: Vice President Finance and Treasurer |
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Date: September 24, 2004 |
FOX PAINE CAPITAL FUND, L.P. |
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By: Fox Paine Capital, LLC |
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Its: General Partner |
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By: Fox Paine & Company, LLC |
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Its: Manager |
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By: |
/s/ Saul A. Fox |
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Name: Saul A. Fox |
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Its: Member |
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Date: September 24, 2004 |
FOX PAINE & COMPANY, LLC |
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By: |
/s/ Saul A. Fox |
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Name: Saul A. Fox |
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Its: Member |
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Date: September 24, 2004 |
FOX PAINE CAPITAL, LLC |
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By: |
/s/ Saul A. Fox |
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Name: Saul A. Fox |
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Its: Member |
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