-----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, PKFVcIQHVKbzjhmiLmZXzpbAjvZH/bXoeEqNbVGR6iUY3a9n/TxB/Wiqs+7BVrTk l07WqjlkPBIfG7r/CPpNIQ== 0000889812-96-001187.txt : 19960829 0000889812-96-001187.hdr.sgml : 19960829 ACCESSION NUMBER: 0000889812-96-001187 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960828 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROFRAME INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 222413505 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37321 FILM NUMBER: 96622550 BUSINESS ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GICHTIN ORA CENTRAL INDEX KEY: 0001021812 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6316 GREENSPRING AVE CITY: BALTIMORE STATE: MD ZIP: 21209 BUSINESS PHONE: 4104155858 MAIL ADDRESS: STREET 1: 6316 GREENSPRING AVE CITY: BALTIMORE STATE: MD ZIP: 21209 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MICROFRAME, INC. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 594915209 (CUSIP Number) Ora Gichtin 6316 Greenspring Avenue, Baltimore, MD 21209 410-415-5858 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 25, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-I(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the statement. [X] (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 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) *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). Schedule 13D CUSIP No. 594915209 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ora Gichtin 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 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. Number of Shares 7. SOLE VOTING POWER 21,300 Beneficially 8. SHARED VOTING POWER Owned by Each N/A Reporting Person 9. SOLE DISPOSITIVE POWER 221,300 With 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 221,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.41% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Item 1. Security and Issuer This statement relates to Common Stock, $.001 par value per share (the "Common Stock"), of MicroFrame, Inc. (the "Company"). The address of the principal executive office of the Company is 21 Meridian Road, Edison, New Jersey 08820. Item 2. Identity and Background (a) This statement is filed on behalf of Ora Gichtin (the "Reporting Person"). (b) The Reporting Person's residence address is 6316 Greenspring Avenue, Baltimore, MD 21209. (c) The Reporting Person's present occupation is private investor. This business is conducted primarily at the above address. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding. (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction relating to the violation of any federal or state securities law. (f) The Reporting Person is a United States citizen. Item 3. Source and Amount of Funds or other Consideration All of the funds used in the acquisition of the securities came from personal funds. The total consideration paid for the securities was $125,000. Item 4. Purpose of Transaction All securities listed under Item 5 below have been acquired for investment. The Reporting Person has no plans with respect to any of such securities which is referred to in Items 4(a)-4(j) of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person beneficially owns 221,300 shares of the Company's Common Stock, after giving effect to the sale of 78,700 shares during the period from 8/19/96 through 8/21/96 (see Item 5(c) below), representing 4.41% of the Company's total outstanding Common Stock, assuming all Warrants (as hereinafter defined) are exercised and the total number of outstanding shares of the Company's Common Stock is 4,819,142 prior to such exercise. As of April 25, 1996, the Reporting Person beneficially acquired 300,000 shares of the Company's Common Stock, representing 6% of the Company's total outstanding Common Stock, assuming all Warrants had been exercised and based on the total number of outstanding shares of the Company's Common Stock of 4,819,142 prior to such exercise. (b) The Reporting Person has the sole power to vote or to direct the vote of all 21,300 shares of Common Stock she owns directly and the sole power to dispose or to direct the disposition of all 221,300 shares of Common Stock she owns beneficially. (c) Pursuant to a Purchase Agreement (the "Agreement") which closed on April 25, 1996, the Reporting Person purchased from the Company 100,000 units ("Units") at $1.25 per Unit. Each Unit consists of one share of Common Stock, one Class A Warrant ("Class A Warrant") to purchase one share of Common Stock at $1.50 per share and one Class B Warrant ("Class B Warrant")(the Class A Warrant and Class B Warrant are collectively referred to as the "Warrants") to purchase one share of Common Stock at $2.00 per share. The Warrants expire four years from the date of grant. The following transactions were effected by the Reporting Person during the past sixty days: Purchase or Date Sale Amount Price per Share - ---- ----------- ------ --------------- 8/19/96 Sale 52,100 2 8/20/96 Sale 23,000 2 8/21/96 Sale 3,600 2 (e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Company's total issued and outstanding Shares as of August 19, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None. SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 27, 1996 /s/ Ora Gichtin Ora Gichtin -----END PRIVACY-ENHANCED MESSAGE-----