-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P1ZzFLXBjaqhjw604bSd2cPJacwMAfDEi2ol3Anwg/bgGYPZkkcvYZ/DLp6lUH5w xqSdBZTM7hSUwCRX7GVUOQ== 0000074818-02-000009.txt : 20020624 0000074818-02-000009.hdr.sgml : 20020624 20020624142417 ACCESSION NUMBER: 0000074818-02-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUNSHINE DENNIS CENTRAL INDEX KEY: 0001005978 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 MAIL ADDRESS: STREET 1: C/O ORBIT INTERNATIONAL CORP STREET 2: 80 CABOT CT CITY: HAUPPAUGE STATE: NY ZIP: 11788 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIT INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074818 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 111826363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17876 FILM NUMBER: 02685276 BUSINESS ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: ORBIT INSTRUMENT CORP DATE OF NAME CHANGE: 19911015 SC 13D 1 formsc13dds602.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ORBIT INTERNATIONAL CORP. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 685559-10-6 (CUSIP Number) Elliot H. Lutzker, Esq. Snow Becker Krauss P.C. 605 Third Avenue, New York, New York 10158-0125 (212) 687-3860 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 2002 (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 (the "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. 685559-10-6 ________________________________________________________________________________ ____________ _ 1) Name of Reporting Person - I.R.S. Identification Nos. of above person. Dennis Sunshine ________________________________________________________________________________ ____________ _ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] ________________________________________________________________________________ ____________ _ 3) SEC Use Only ________________________________________________________________________________ ____________ _ 4) Source of Funds (See Instructions) OO (Disposition of shares) ________________________________________________________________________________ ____________ _ 5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).. [ ] ________________________________________________________________________________ ____________ _ 6) Citizenship or Place of Organization U.S.A. ________________________________________________________________________________ ____________ _ 7) Sole Voting Power 137,841 NUMBER 8) Shared Voting Power OF SHARES 231,538 BENEFICIALLY OWNED BY 9) Sole Dispositive Power EACH 137,841 REPORTING PERSON WITH 10) Shared Dispositive Power 231,538 11) Aggregate Amount Beneficially Owned by Each Reporting Person 369,379 ________________________________________________________________________________ ____________ _ 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ________________________________________________________________________________ ____________ _ 13) Percent of Class Represented by Amount in Row (11) 16.78% ________________________________________________________________________________ ____________ _ 14) Type of Reporting Person (See Instructions) IN ________________________________________________________________________________ ____________ _ Item 1. Security and Issuer. This statement (this "Statement") relates to the common stock, par value $0.10 per share ("Common Stock") of Orbit International Corp., a Delaware corporation ("Orbit"). The principal executive offices of Orbit are located at 80 Cabot Court, Hauppauge, New York 11788. Item 2. Identity and Background. (a) This Statement is being filed by Dennis Sunshine. (b) The business address of Dennis Sunshine is c/o Orbit International Corp., 80 Cabot Court, Hauppauge, New York 11788. (c) Dennis Sunshine is Chief Executive Officer, President and a director of Orbit. Orbit is engaged in the design, manufacture and sale of customized electronic components and subsystems, and the design and manufacture of distortion free commercial power units, power conversion devices and electronic devices for measurement and display. Its principal office is located at 80 Cabot Court, Hauppauge, New York 11788. (d)-(e) Dennis Sunshine has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. (f) Dennis Sunshine is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The event which requires the filing of the Statement is the sale of 26,000 shares of Common Stock by Dennis Sunshine in June 2002 pursuant to the Rule 10b5-1 Trading Plan, dated April 26, 2002 between Dennis Sunshine and UBS PaineWebber Incorporated (the "Rule 10b5-1 Trading Plan"). Item 4. Purpose of Transaction. The 26,000 shares of Common Stock were sold by Dennis Sunshine pursuant to the Rule 10b5-1 Trading Plan. Except as otherwise described herein, Dennis Sunshine does not have any plans or proposals as of the date hereof which relate to or would result in any of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) At the date of this Statement, Dennis Sunshine beneficially owns 369,379 shares of Common Stock of Orbit, which includes 230,538 shares held by Mr. Sunshine's wife and 1,000 shares held in her IRA and options to purchase 91,666 shares of Orbit's Common Stock. This represents approximately 16.78% of the 2,109,196 total number of issued and outstanding shares of Common Stock of Orbit as of April 19, 2002. (b) Dennis Sunshine has sole disposition and voting power with respect to 137,841 shares of Common Stock of Orbit and shares investment and voting power with his wife with respect to 231,538 shares of Common Stock of Orbit. (c) In May 2002, Dennis Sunshine sold an aggregate of 28,000 shares of Common pursuant to the Rule 10b5-1 Trading Plan Stock in open market transactions as follows: DATE OF SALE # OF SHARES SOLD SALES PRICE PER SHARE May 13, 2002 2000 $4.71 May 14, 2002 2000 $4.70 May 15, 2002 2000 $4.67 May 16, 2002 2000 $4.47 May 17, 2002 2000 $4.23 May 20, 2002 2000 $4.42 May 21, 2002 2000 $4.61 May 22, 2002 2000 $4.51 May 23, 2002 2000 $4.52 May 24, 2002 2000 $4.43 May 28, 2002 2000 $4.40 May 29, 2002 2000 $4.46 May 30, 2002 2000 $4.57 May 31, 2002 2000 $4.64
(d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise described herein, there exists no contract, arrangement, understanding or relationship (legal or otherwise) between Dennis Sunshine and any other person or entity with respect to any securities of Orbit, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. None. 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: June 24, 2002 /s/ Dennis Sunshine__________ Dennis Sunshine S:\dlb\Orbit Int. Corp\Schedule 13D\Schedule 13D-Sunshine 6-02.doc -----END PRIVACY-ENHANCED MESSAGE-----