SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MILESTONE SCIENTIFIC INC.
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(Name of Issuer)
Common Stock, $.001 Par Value Per Share
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(Title of Class of Securities)
59935P100
59935P944 (Warrants)
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(CUSIP Number)
December 31, 2003
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the 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).
Page 1 of 6 pages
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CUSIP No. 59935P100; 59935P944 13G Page 2 of 6 Pages
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(Warrants)
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-------------------------------- ----------------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
2,009,345
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,009,345
WITH ------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,009,345
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.9%
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12 TYPE OF REPORTING PERSON*
OO, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
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Milestone Scientific Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
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220 South Orange Avenue
Livingston, New Jersey 07039
Items 2(a) Name of Person Filing:
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This statement is being filed by Cumberland Associates
LLC. Cumberland Associates LLC is a limited liability
company organized under the laws of the State of New
York, and is engaged in the business of managing, on a
discretionary basis, eight securities accounts, the
principal one of which is Cumberland Partners. Two of
these accounts hold Shares (as defined in Item 2(d)
below) and Warrants (as defined in Item 4(a) below) (the
"Accounts"). Gary Tynes, Bruce G. Wilcox, Andrew M.
Wallach, Lawrence M. Rifkin and Jeffrey E. Eberwein are
the members (the "Members") of Cumberland Associates
LLC.
Item 2(b) Address of Principal Business Office:
------------------------------------
The address of the principal business and office of
Cumberland Associates LLC and each of the Members is
1114 Avenue of the Americas, New York, New York 10036.
Item 2(c) Citizenship:
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Cumberland Associates LLC is a New York limited
liability company. Each of the Members is a citizen of
the United States.
Item 2(d) Title of Class of Securities:
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Common Stock, par value $.001 per share (the "Shares")
Item 2(e) CUSIP Numbers:
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59935P100
59935P944 (Warrants)
Item 3 Not Applicable
Page 3 of 6 pages
Item 4. Ownership:
---------
Item 4(a) Amount Beneficially Owned:
-------------------------
As of the date hereof, Cumberland Associates LLC may be
deemed the beneficial owner of (i) 1,980,773 Shares and
(ii) warrants to purchase 28,572 Shares ("Warrants") for
an aggregate beneficial ownership of 2,009,345 Shares.
Item 4(b) Percent of Class:
----------------
The number of Shares of which Cumberland Associates LLC
may be deemed to be the beneficial owner constitutes
approximately 10.9% of the total number of Shares
outstanding. The percentages used herein are calculated
based upon a total 18,466,605 Shares outstanding, equal
to the sum of (i) 18,438,033 Shares issued and
outstanding as of December 31, 2003 and (ii) 28,572
Shares to be received upon exercise of the Warrants.
Item 4(c) Number of shares as to which such person has:
--------------------------------------------
(i) Sole power to vote or to direct the vote:
2,009,345
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 2,009,345
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class:
--------------------------------------------
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another
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Person:
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The beneficial owners of the Accounts have the right to
participate in the receipt of dividends from, or
proceeds from the sale of, the Shares
Page 4 of 6 pages
and Warrants held for each Account in accordance with
their ownership interests in each such Account.
Item 7 Identification and Classification of the
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Subsidiary Which Acquired the Security Being
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Reported on By the Parent Holding Company:
-----------------------------------------
Not Applicable
Item 8 Identification and Classification of Members of the
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Group:
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Not Applicable
Item 9 Notice of Dissolution of Group:
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Not Applicable
Item 10 Certification:
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By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
Issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 5 of 6 pages
SIGNATURE
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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: February 12, 2004
CUMBERLAND ASSOCIATES LLC
By: /s/ Bruce G. Wilcox
-----------------------
Name: Bruce G. Wilcox
Title: Member
Page 6 of 6 pages