SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
ImmuCell Corporation
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(Name of Issuer)
Common Stock, $0.10 par value per share
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(Title of Class of Securities)
452525 30 6
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(CUSIP Number)
Tracy D. Wilkins
c/o TechLab Inc.
VPI Research Park
1861 Pratt Drive
Blacksburg, VA 24060
(540) 953-1664
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2001
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(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 that 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 [_]. Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
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(1) 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 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).
(SC13D-07/99)
(Continued on following pages)
CUSIP No.452525 30 6 13D Page 1 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tracy D. Wilkins
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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
PF
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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
USA
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7 SOLE VOTING POWER
NUMBER OF
36,400
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 93,100
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 36,400
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
93,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,500
CUSIP No. 452525 30 6 13D Page 2 of 4 Pages
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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)
4.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
Common Stock, $0.10 par value per share;
ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103
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Item 2. Identity and Background.
(a) Tracy D. Wilkins
(b) c/o TechLab, Inc.
VPI Research Park
1861 Pratt Drive
Blacksburg, VA 24060
(c) President of TechLab, Inc.
VPI Research Park
1861 Pratt Drive
Blacksburg, VA 24060,
a biotechnology company (d) The Reporting Person has not been convicted
in a criminal proceeding during the last five years. (e) The Reporting
Person was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the last five
years.
(f) USA
CUSIP No. 452525 30 6 13D Page 3 of 4 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
All 129,500 shares of Common Stock of the Issuer held by the Reporting Person
were acquired in the open market with personal funds of the Reporting Person for
the aggregate purchase price of approximately $414,000.
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Item 4. Purpose of Transaction.
The securities reported on this Schedule 13D were acquired for personal
investment.
(a) The Reporting Person was elected to the Board of Directors of the
Issuer at the Annual Meeting of Shareholders of the Issuer held on June 13,
2001. In accordance with the Company's 2000 Stock Option Plan for Outside
Directors, the Reporting Person received an automatic grant of an option to
acquire 15,000 shares of the Issuer's common stock, at the fair market value on
June 13, 2001. One-third of the options subject to the grant would vest on the
date he is first re-elected to the Board by the shareholders; an additional
5,000 options would vest on the second date that the he is next re-elected to
the Board by shareholders; and the remaining 5,000 options would vest on the
third date that he is re-elected to the Board by shareholders. All of these
options expired without value before they became exercisable upon the
resignation of the Reporting Person from the Board of Directors of the Company
on October 22, 2001.
(b) none
(c) none
(d) none
(e) none
(f) none
(g) none
(h) none
(i) none
(j) none
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Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Reporting Person beneficially
owned 129,500 shares, 4.8% of the Issuer's outstanding common stock
(b) Reporting Person has sole power to vote and sole power to dispose of
36,400 shares beneficially owned by him. The Reporting Person shares the power
to vote and the power to dispose of 93,100 shares held jointly by him with his
wife.
(c) On October 22, 2001, the Reporting Person sold 41,300 shares of the
Issuer's common stock in open market transactions bringing his aggregate
holdings at that time to 129,500 shares (4.8%).
CUSIP No. 452525 30 6 13D Page 4 of 4 Pages
(d) n/a
(e) n/a
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
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Item 7. Material to be Filed as Exhibits.
n/a
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SIGNATURE
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.
November 9, 2001
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(Date)
/s/ Tracy D. Wilkins
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(Signature)
Tracy D. Wilkins
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).