SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
MILESTONE SCIENTIFIC INC.
(Name of Issuer)
Common Stock, par value $.001 per share and Units consisting of one share of
Common Stock and one Warrant to purchase one share of Common Stock
(Title of Class of Securities)
59935P100
(CUSIP Number)
Stephen A. Zelnick, Esq.
Morse, Zelnick, Rose & Lander, LLP
405 Park Avenue, Suite 1401
New York, New York 10022
Tel: (212) 838-5030
Fax: (212) 838-9190
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 2003
(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(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
*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
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13D/A
CUSIP NO. 59935P100 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
K. Tucker Andersen
042-34-5378
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
3,842,682
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 92,000
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,842,682
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
92,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,934,682
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE
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13D/A
CUSIP NO. 59935P100 Page 3 of 5 Pages
Item 1. Security and Issuer.
Name of Issuer: Milestone Scientific Inc. (the "Company")
Address of Issuer's Principal Executive Offices:
220 S. Orange Avenue
Livingston, New Jersey 07039
Security: Common Stock, par value $.001 per share ("Shares") and Units
consisting of one share of Common Stock and one Warrant to purchase one share of
Common Stock ("Units")
Item 2. Identity and Background.
(a) Name of Reporting Person: K. Tucker Andersen (the "Reporting Person")
(b) The Business Address of the Reporting Person is:
c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036
(c) Principal Occupation of the Reporting Person:
The Reporting Person is a self-employed independent investor and business
consultant.
(d) Criminal Convictions involving the Reporting Person:
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations).
(e) Civil Proceedings involving the Reporting Person:
During the last five years, the Reporting Person has not been: (i) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction; nor (ii) 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.
(f) Citizenship: The Reporting Person is a citizen of the United States.
SCHEDULE
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13D/A
CUSIP NO. 59935P100 Page 4 of 5 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The 2,322,083 Shares were issued by the Company to the Reporting Person in
payment of $2,345,304 (including interest) of debt pursuant to the Company's
existing right to pay that debt in cash or common stock, at its election. No
portion of the purchase price for either transaction was paid with borrowed
funds or funds obtained for the purpose of acquiring, holding, trading or voting
the securities.
Item 4. Purpose of the Transaction.
The Reporting Person acquired the Shares and Units for the purpose of
investment.
Except as otherwise disclosed herein, the Reporting Person is not
considering any plans or proposals which relate to or would result in any of the
following: (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization, or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of any
material amount of assets of the Company or any of its subsidiaries; (d) any
change in the Company's Board of Directors or management; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
material change in the Company's business, corporate structure, charter or
bylaws; (g) any change which would impede the acquisition of control of the
Company by any person; (h) causing any class of securities of the Company to be
delisted; (i) the Company's common stock to be eligible to the deregistered
under the Securities Exchange Act of 1934; or (j) any actions similar to those
enumerate above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 3,934,682 Shares, representing
in the aggregate approximately 22.4% of the total outstanding Shares of the
Company.
(b) (i) The Reporting Person possesses the sole power to vote or to direct
the vote, and sole power to dispose or to direct the disposition of 3,842,682
Shares; and
(ii) The Reporting Person possesses shared power to vote or to
direct the vote, and shared power to dispose or to direct the disposition of
92,000 Shares.
(c) The Reporting Person effected no transactions in the Shares during the
past 60 days with respect to the Shares or Units.
SCHEDULE
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13D/A
CUSIP NO. 59935P100 Page 5 of 5 Pages
(d) The Reporting Person's wife has the right to receive or the power to
direct receipt of dividends from, or the proceeds from, the sale of 75,000
Shares of the 3,934,682 Shares beneficially owned by the Reporting Person. The
Reporting Person's daughters have the right to receive or the power to direct
receipt of dividends from, or the proceeds from, the sale of an aggregate of
17,000 Shares of the 3,934,682 Shares beneficially owned by the Reporting
Person.
(e) Not applicable
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
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.
Date: October 3, 2003
/s/ K. Tucker Andersen
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K. Tucker Andersen