-----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, Dp2lTxlkZ2sSGvxNnpS9MucDpGg2QD1toJ4/SuT9fi9MsOKECH9JwifVKlBD+qXt aWOnmleEB2uadY4v4ZgKjw== 0001019056-07-000955.txt : 20071017 0001019056-07-000955.hdr.sgml : 20071017 20071017125450 ACCESSION NUMBER: 0001019056-07-000955 CONFORMED SUBMISSION TYPE: 144 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071017 DATE AS OF CHANGE: 20071017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIO REFERENCE LABORATORIES INC CENTRAL INDEX KEY: 0000792641 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 222405059 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 144 SEC ACT: 1933 Act SEC FILE NUMBER: 000-15266 FILM NUMBER: 071175893 BUSINESS ADDRESS: STREET 1: 481 EDWARD H ROSS DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-3118 BUSINESS PHONE: 2017912186 MAIL ADDRESS: STREET 1: 481 EDWARD H ROSS DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-3118 FORMER COMPANY: FORMER CONFORMED NAME: MED MOBILE INC DATE OF NAME CHANGE: 19891115 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: DUBINETT HOWARD CENTRAL INDEX KEY: 0001189454 RELATIONSHIP: OTHER FILING VALUES: FORM TYPE: 144 MAIL ADDRESS: STREET 1: 481B EDWARD H ROSS DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 144 1 dubinett_144.txt FORM 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker ________________________________________________________________________________ 1(a) NAME OF ISSUER (Please type or print) Bio-Reference Laboratories, Inc. - -------------------------------------------------------------------------------- 1(b) IRS IDENT. NO. | (c) SEC FILE NO. | 22-2405059 | 000-15266 - -------------------------------------------------------------------------------- 1(d) ADDRESS OF ISSUER STREET 481 Edward H. Ross Drive - -------------------------------------------------------------------------------- 1(d) CITY STATE ZIP CODE Elmwood Park, New Jersey 07407 - -------------------------------------------------------------------------------- 1(e) TELEPHONE - -------------------------------------------------------------------------------- AREA CODE | NUMBER | 201 | 791-2600 ________________________________________________________________________________ 2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD Howard Dubinett - -------------------------------------------------------------------------------- 2(b) IRS IDENT. NO. (c) RELATIONSHIP TO ISSUER N/A Affiliate - -------------------------------------------------------------------------------- 2(d) ADDRESS STREET c/o 481 Edward H. Ross Drive - -------------------------------------------------------------------------------- 2(d) CITY STATE ZIP CODE Elmwood Park, New Jersey 07407 - -------------------------------------------------------------------------------- INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the SEC File Number.
- ------------------------------------------------------------------------------------------------------------------------------------ SEC USE 3(a) (b) ONLY (c) (d) (e) (f) (g) Title of the Name and Address of Broker- Number of Aggregate Number of Shares Approximate Name of Each Class of Each Broker Through Dealer Shares or Market or Other Units Date of Sale Securities Securities Whome the Securities File Other Units Value Outstanding (See instr. 3(f)) Exchange to be Sold are to be Offered Number to be Sold (See instr. (See instr. 3(e)) (MO. DAY YR.) (See instr. 3(g)) or Each Market (See instr. 3(d)) Maker who is 3(c)) Aquiring the Securities - ------------------------------------------------------------------------------------------------------------------------------------ Common UBS Securities LLC 89,047 $2,926,975* 13,698,634 ** NASDAQ Stock 677 Washington Boulevard Global Stamford, CT 06901 Mkt - ------------------------------------------------------------------------------------------------------------------------------------
* Current Market Value (Approx) ** See Remarks Section INSTRUCTIONS: 1.(a) Name of issuer (b) Issuer's I.R.S. Identification Number (c) Issuer'S S.E.C. file number, if any (d) Issuer's address, including zip code (e) Issuer's telephone number, including area code 2.(a) Name of person for whose account the securities are to be sold (b) Such person's I.R.S. identification number, if such person is an entity (c) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) (d) Such person's address, including zip code 3.(a) Title of the class of securities to be sold (b) Name and address of each broker through whom the securities are intended to be sold (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice (e) Number of shares or other units of the class outstanding, or if debit securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer (f) Approximate date on which the securities are to be sold (g) Name of each securities exchange, if any, on which the securities are intended to be sold TABLE I - SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Name of Person Nature of from Whom Acquired Amount of Title of Date You Acquisition (If gift, also give date Securities Date of the Class Acquired Transaction donor acquired) Acquired Payment Nature of Payment - ------------------------------------------------------------------------------------------------------------------------------------ Common 4/30/97 Acquired for Services Issuer 240,000 4/30/97 Services - ------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS: 1. If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
Amount of Gross Name and Address of Seller Title of Securities Sold Date of Sale Securities Proceeds - ------------------------------------------------------------------------------------------------------- None - -------------------------------------------------------------------------------------------------------
REMARKS: (See Rider) INSTRUCTIONS: See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. ATTENTION: The person for whose account the securities to which this notice relates are to sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which have not been publicly disclosed. October 17, 2007 /s/ HOWARD DUBINETT - ----------------------------------- ---------------------------------------- (DATE OF NOTICE) (SIGNATURE) The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001). RIDER ----- In lieu of an outright sale, on October 15, 2007, Howard Dubinett entered into a pre-paid variable price forward sales contract ("Forward Contract") with UBS Securities LLC ("UBS"). Pursuant to the Forward Contract, Mr. Dubinett pledged 89,047 shares of his BRLI Common Stock to secure his obligation to deliver a maximum 89,047 shares of BRLI Common Stock to UBS on October 19, 2009 (the "Settlement Date"). As prepayment for the pledge of these shares, UBS agreed to pay Mr. Dubinett $2,572,474 or approximately $28.89 per share representing 87.9% of the proceeds from the sale of 89,047 shares on October 16, 2007. The number of shares that Mr. Dubinett is required to deliver on the Settlement Date varies based upon the price of the Common Stock on the Settlement Date. Mr. Dubinett will benefit from any excess in the price of the Common Stock on the Settlement Date between $32.87 per share up to a maximum $39.44 per share by being able to deliver fewer shares. Until the Settlement Date, Mr. Dubinett retains the voting rights to the 89,047 pledged shares and is deemed the beneficial owner of such shares. -----END PRIVACY-ENHANCED MESSAGE-----