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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D
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INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO § 240.13d 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d 2 (a)
Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
MFIC Corporation
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
595073 10 7
(CUSIP Number)
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
December 24, 2007
(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 Rule 13d-7 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. 595073 10 7 |
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1. |
Names of Reporting Persons |
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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) |
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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)
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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
CUSIP No. 595073 10 7 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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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)
x |
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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
Item 1. |
Security and Issuer |
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This statement relates to Common Stock, $0.01 par value per share, of MFIC Corporation, a Delaware corporation (the Issuer). The principal executive office of the Issuer is 30 Ossipee Road, Newton, Massachusetts 02464-9101. |
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Item 2. |
Identity and Background |
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This statement is being filed by Irwin J. Gruverman and his spouse, Marjorie B. Gruverman. Irwin Gruverman was formerly Chairman of the Board and Chief Executive Officer of the Issuer. Both he and Mrs. Gruverman are citizens of the United States of America. Mr. Gruvermans address is 60 Seminary Avenue, Newton, MA 02466. |
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During the past five years, neither Mr. nor Mrs. Gruverman have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Between November 18, 2003 (the date of filing of the last Schedule 13D by Irwin Gruverman and Marjorie Gruverman with respect to this Issuer) and December 24, 2007, Mr. Gruverman has made several purchases of the Issuers stock and exercised stock options for the purchase of Issuers shares. All purchases and exercises of stock options were with Mr. Gruvermans personal funds, except certain of the stock option exercises were cashless net exercises of outstanding stock options and accordingly, no funds were required in connection with such cashless exercises of stock options. Mr. Gruverman has also made bona fide gifts of shares of Issuers stock and sold shares of the Issuers common stock. This Amendment No. 1 to Schedule 13G shows Irwin Gruvermans and Marjorie Gruvermans ownership of Issuers common stock following Mr. Gruvermans last transaction in the Issuers common stock. |
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Item 4. |
Purpose of Transaction |
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As a result of bona fide gifts, sales and stock option exercises, Mr. Gruverman and Mrs. Gruverman each presently own fewer shares and options of the Issuer (and a smaller percentage of the Issuers common stock) than originally reported in the Schedule 13D dated November 18, 2003. |
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Item 5. |
Interest in Securities of the Issuer |
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The percentage set forth in this Item 5 is based on the number of shares of outstanding Common Stock reported in the Form 10-Q for the quarter ended September 30, 2007 filed by the Issuer, which stated that as of November 13, 2007, there were 10,206,757 shares of Common Stock outstanding. As of December 24, 2007, Mr. Gruverman beneficially owned 1,597,805 shares of the Issuers Common Stock, which represents 15.67% of the Issuers outstanding shares of Common Stock, and he had the sole power to vote or dispose of all 1,597,805 of such shares of common stock. Mr. Gruverman does not share voting or dispositive power with respect to 100,000 shares of the Issuers Common Stock held by his spouse, Marjorie B. Gruverman, to which he also disclaims any beneficial ownership. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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None. |
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Item 7. |
Material to be Filed as Exhibits |
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None. |
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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.
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February 13, 2008 |
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Signature |
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Name/Title |
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Signature |
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Name/Title |
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