SC 13D/A 1 d70394_sc13d-a.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) NEW BRUNSWICK SCIENTIFIC CO. INC. (Name of Issuer) Common Stock, $0.0625 par value (Title of Class of Securities) 642876106 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Noah Klarish, Esq. Hutner Klarish LLP 1359 Broadway, Suite 2001 New York, NY 10018 (212) 868-3777 January 9, 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 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 |_|. The information required in 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, as amended (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. SCHEDULE 13D CUSIP No. 64287610 Page 2 of 7 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ira Albert -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 682,289 shares NUMBER OF ------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 682,289 shares ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 682,289 (includes 380,330 shares owned by Albert Investment Associates, L.P. and 266,520 shares owned by accounts over which the Reporting Person has discretionary voting and dispositive authority.) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- 2 Item 1. Security and Issuer. This statement relates to the Common Stock, $0.0625 value per share (the "Common Stock"), of New Brunswick Scientific Co. Inc., a New Jersey corporation (the "Issuer"). The Issuer maintains its principal executive office at 44 Talmadge Road, Edison, NJ 08818-4005. Item 2. Identity and Background. (a) This statement is filed by (i) Ira Albert, an individual, with respect to shares of the Issuer's Common Stock held by him (including members of his immediate family) and with respect to shares of the Issuer's Common Stock held in investment accounts over which Mr. Albert has discretionary authority, and (ii) Albert Investment Associates, L.P., a Delaware limited partnership (the "Albert Partnership") with respect to shares of the Issuer's Common Stock held by it. Ira Albert and the Albert Partnership shall sometimes be collectively referred to herein as the "Reporting Person." (b) Ira Albert filed an initial Schedule 13D for an event of January 12, 2006 (the "Initial Schedule") and an Amendment No. 1 for an event of August 11, 2006. Except to the extent set forth in this Amendment, the information in the Initial Schedule remains unchanged. Item 3. Source and Amount of Funds or Other Consideration. Ira Albert and members of his immediate family directly own 35,439 shares of the Issuer's Common Stock for which they paid $236,464. Albert Investment Strategies has discretionary authority over accounts which own 266,520 shares of the Issuer's Common Stock for which such accounts paid a total of $1,683,263 from the personal funds of the beneficial owners of such accounts. The Albert Partnership directly owns 380,330 shares of the Issuer's Common Stock for which it paid $2,543,203 from its working capital. Item 5. Interest in Securities of the Issuer. (a) The number of shares of the Issuer's Common Stock and the percentage of the outstanding shares (based upon 9,210,664 of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006) directly beneficially owned by each Reporting Person is as follows: Percentage of Name Number of Shares Outstanding Shares ---- ---------------- ------------------ Ira Albert and family 35,439 0.4% Albert Partnership 380,330 4.1% Albert discretionary accounts 266,520 2.9% 3 (b) Mr. Albert has sole power to vote and sole power to dispose or to direct the disposition of 682,289 shares of the Issuer's Common Stock. (c) See Appendix A annexed hereto. 4 Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 10, 2007 /s/ Ira Albert ---------------------------------- Ira Albert ALBERT INVESTMENT ASSOCIATES, L.P. By: ALBERT INVESTMENT STRATEGIES, INC., general partner By: /s/ Ira Albert ---------------------------------- Ira Albert, President 5 APPENDIX A TRANSACTIONS IN NEW BRUNSWICK SCIENTIFIC CO. INC. COMMON STOCK WITHIN THE PAST 60 DAYS --------------------------------- 1. Albert Investment Associates, Inc. No. of Trade Shares Price Per Cost of Date Purchased Share Purchases ---- --------- ----- --------- 10/16/2006 524 $7.55 $3,963.00 11/17/2006 303 7.77 2,364.00 11/21/2006 300 7.77 2,341.00 11/28/2006 1,000 7.97 7,986.00 11/30/2006 1,907 8.00 15,266.00 12/14/2006 373 8.01 2,998.00 12/29/2006 2,000 8.10 16,210.00 01/09/2007 975 8.29 8,086.00 ----- ---------- 7,382 $59,214.00 2. Ira Albert and Family No. of Trade Shares Price Per Cost of Date Purchased Share Purchases ---- --------- ----- --------- 11/17/2006 1,000 $7.78 $7,790.00 11/20/2006 444 7.61 3,389.00 12/13/2006 441 7.99 3,534.00 ----- ---------- 1,885 $14,713.00 3. Ira Albert Discretionary Accounts No. of Trade Shares Price Per Cost of Date Purchased Share Purchases ---- --------- ----- --------- 11/16/2006 200 $7.70 $1,540.00 6