SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information to be included in statements filed pursuant to Rule 13d-1(c)
and amendments thereto filed pursuant to Rule 13d-2(a)
(Amendment No. 1)*
Misonix, Inc.
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(Name of Issuer)
Common Stock
-----------------
(Title of Class of Securities)
604871103
----------------------------------
(CUSIP Number of Class of Securities)
Robert L. Chapman, Jr.
Chapman Capital L.L.C.
Pacific Corporate Towers
222 N. Sepulveda Blvd.
El Segundo, California 90245
(310) 662-1900
------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 15, 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
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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).
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chap-Cap Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chapman Capital L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert L. Chapman, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
This Amendment No.1 (the "Schedule 13D/A1") is being filed on behalf of
Chap-Cap Partners, L.P., a Delaware limited partnership ("Chap-Cap"), Chapman
Capital L.L.C., a Delaware limited liability company ("Chapman Capital"), Robert
L. Chapman, Jr., an individual ("Mr. Chapman" and, together with Chap-Cap and
Chapman Capital, the "Reporting Persons"). This Schedule 13D/A1 relates to the
common stock, no par value per share, of Misonix, Inc., a New York corporation
(the "Issuer" or "Company"). Unless the context otherwise requires, references
herein to the "Common Stock" are to such common stock of the Company. Chapman
Capital is the investment manager and adviser to, and general partner of,
Chap-Cap. Chap-Cap directly owns the Common Stock beneficially owned by the
Reporting Persons and to which this Schedule 13D relates, and the Reporting
Persons may be deemed to have beneficial ownership over such Common Stock by
virtue of the authority granted to them by Chap-Cap to vote and to dispose of
the securities held by Chap-Cap, including the Common Stock. By this Schedule
13D/A1, the Reporting Persons hereby amend and supplement the Initial Schedule
13D filed on April 14, 2003 (the "Initial Schedule 13D"). Except as set forth
herein, the Initial Schedule 13D is unmodified.
ITEM 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock of the Company.
The address of the principal executive offices of the Company is 1938 New
Highway, Farmingdale, NY 11735.
ITEM 2. Identity and Background
(a) This statement is being filed by Chap-Cap Partners, L.P., a Delaware
limited partnership ("Chap-Cap"), Chapman Capital L.L.C., a Delaware limited
liability company ("Chapman Capital"), and Robert L. Chapman, Jr. (collectively,
the "Reporting Persons").
(b) The address of the principal business and principal office of Chap-Cap,
Chapman Capital and Robert L. Chapman, Jr. is Pacific Corporate Towers, 222 N.
Sepulveda Blvd., El Segundo, California 90245.
(c) Chap-Cap's present principal business is investing in marketable
securities. Chapman Capital's present principal business is serving as the
General Partner of Chap-Cap. Mr. Chapman's present principal occupation is
serving as Managing Member of Chapman Capital.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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) Robert L. Chapman, Jr. is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by the Reporting Persons in making
their purchases of the shares of Common Stock beneficially owned by them are set
forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $0.0
ITEM 4. Purpose of Transaction
The purpose of the acquisition of the securities of the Company
beneficially owned by Chap-Cap was to acquire such securities in the ordinary
course of their trade or business of purchasing, selling, trading and investing
in securities.
Mr. Chapman has spoken with management of the Company regarding his desire
for the Company to consider certain business strategies, joint ventures,
recapitalizations, a full sale of the Company, sales of assets, mergers,
negotiated or open-market stock repurchases or other extraordinary corporate
transactions (collectively, "Potential Transactions"). On April 1, 2003, Mr.
Chapman engaged in discussions with the Issuer's CEO and President, Mr. Michael
A. McManus, Jr., regarding Mr. Chapman's view that the Issuer's shareholders
would be better served by the Issuer's being merged into another enterprise
through a premium change-of-control transaction or other form of liquidation. On
April 14, 2003, Mr. Chapman sent a critical letter to Mr. McManus and the Board
of Directors of the Issuer. The correspondence, dated April 14, 2003, is
attached to the Initial Schedule 13D as Exhibit B.
On April 28, 2003, Mr. Chapman telephoned Mr. McManus to invite him to
visit the Los Angeles headquarters of Chapman Capital, the general partner of
one of the Issuer's then largest shareholders. Mr. McManus countered by stating
that he already had invited Mr. Chapman to visit the Issuer's headquarters for a
"plant tour." Mr. Chapman responded that it was public knowledge that Mr.
McManus had traveled to visit other sizable shareholders of the Issuer, and that
he would expect the same of Mr. McManus in the case of Chapman Capital. A brief
digression followed regarding Mr. Chapman's making Mr. McManus aware that
sources close to WebMD Corporation had communicated their views that such
company was not interested in acquiring NWH, Inc. (on the board of directors of
which Mr. McManus sits and in which Chap-Cap had a 13D position). Then, after
Mr. Chapman asked Mr. McManus if Chapman Capital would be well advised to place
a full page "Help Wanted" advertisement in the Wall Street Journal for a
replacement CEO of the Issuer, the latter became silent for several seconds
before eerily inquiring of Mr. Chapman, "I would like to know if you are Satan."
Disquieted by Mr. McManus' unholy interrogation, Mr. Chapman asked why Mr.
McManus would ask such a question. Mr. McManus responded that he had read on the
Yahoo! Finance message board that a poster had identified Mr. Chapman as "the
Overlord of Hell" and that such poster had instructed Mr. McManus to "bow down
before Satan." Mr. McManus questioned as to whether Mr. Chapman expected Mr.
McManus to genuflect before him. Mr. Chapman, seeking to terminate such
blasphemous blabber, replied, "Well, Mr. McManus, I am not an expert in the
occult but if you would like to come out here, hold me down and shave my head to
check for three sixes burned into my skull, please let me know so that we can
put this matter to rest." Mr. McManus declined Mr. Chapman's offer, and the
conversation concluded.
On May 9, 2003, Mr. Chapman received a telephone call at the offices of
Chapman Capital from Mr. McManus. After several inane comments from Mr. McManus
relating to his apparent fascination with the Yahoo! Finance message board, Mr.
Chapman asked Mr. McManus if he was at that time within the Issuer's plant (as
Mr. Chapman could hear background noises sounding like an assembly line). Mr.
McManus responded, "Misonix doesn't have a plant." Mr. Chapman responded by
asking Mr. McManus if that were true, then why Mr. McManus had invited Mr.
Chapman "to visit the plant." Suddenly, Mr. McManus seemed to remember that the
Issuer did in fact have a plant "connected to Misonix's main building." Mr.
Chapman asked Mr. McManus if he had ever actually "stepped foot" in this plant,
rather than remain in his executive suite insulated from the Issuer's
proletariat-class workers. Moreover, Mr. Chapman asked if Mr. McManus could
please attempt to spend more time in this quasi-mythical plant to reduce the
odds of the Issuer experiencing additional problems with the Food and Drug
Adminstration. Mr. McManus replied that Misonix "never had any problems with the
FDA." Mr. Chapman, startled by this second discrepancy from the truth in as many
minutes, reminded Mr. McManus of a December 20, 2001 FDA "Warning Letter" sent
to the Issuer by FDA District Director Thomas A. Allison and carbon copied to
Issuer subsidiary President and CEO G. Wayne Moore. Seemingly flustered, Mr.
McManus then became incoherent in the view of Mr. Chapman, leading to the
conclusion of the conversation.
On May 16, 2003, Mr. Chapman sent a letter to Mr. McManus informing him
that, following public disclosure of the Issuer's 3QFY2003 operating performance
and significant insider share sales by members of the Issuer's Board of
Directors, the Reporting Persons has ceased to have a beneficial interest in the
shares of the Issuer. The correspondence, dated May 16, 2003, is attached hereto
as Exhibit C.
If Chap-Cap reacquires any of the Issuer's Common Stock, the Reporting
Persons may in the future consider a variety of different alternatives to
achieving the goal of maximizing shareholder value, including negotiated
transactions, tender offers, proxy contests, consent solicitations, or other
actions. However, it should not be assumed that such members will take any of
the foregoing actions. The members of the Reporting Persons reserve the right to
participate, alone or with others, in plans, proposals or transactions of a
similar or different nature with respect to the Company.
The Reporting Persons intend to review their investment (if any) in the
Company on a continuing basis and, depending on various factors, including the
Company's business, affairs and financial position, other developments
concerning the Company, the price level of the Common Stock, conditions in the
securities markets and general economic and industry conditions, as well as
other investment opportunities available to them, may in the future take such
actions with respect to any investment in the Company as they deem appropriate
in light of the circumstances existing from time to time. Such actions may
include, without limitation, the purchase of shares of Common Stock in the open
market and in block trades, in privately negotiated transactions or otherwise,
the sale at any time of all or a portion of the Common Stock now owned or
hereafter acquired by them to one or more purchasers, or the distribution in
kind at any time of all or a portion of the Common Stock now owned or hereafter
acquired by them.
The Reporting Persons are engaged in the investment business. In pursuing
this business, Chapman Capital personnel analyze the operations, capital
structure and markets of companies, including the Company, on a daily basis
through analysis of documentation and discussions with knowledgeable industry
and market observers and with representatives of such companies (often at the
invitation of management). From time to time, Chapman Capital analysts may hold
discussions with third parties or with management of such companies in which the
Reporting Person may suggest or take a position with respect to potential
changes in the operations, management or capital structure of such companies as
a means of enhancing shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act, including, without limitation, such
matters as disposing of or selling all or a portion of the Company or acquiring
another Company or business, changing operating or marketing strategies,
adopting or not adopting certain types of anti-takeover measures and
restructuring the company's capitalization or dividend policy.
Except as set forth above and in Exhibit C, the Reporting Persons do not
have any present plans or proposals that relate to or would result in any of the
actions required to be described in Item 4 of Schedule 13D. Each of the
Reporting Persons may, at any time, review or reconsider its position with
respect to the Company and formulate plans or proposals with respect to any of
such matters, but has no present intention of doing so.
ITEM 5. Interest in Securities of the Issuer
(a) Together, the Reporting Persons beneficially own zero shares of Common
Stock constituting 0.0% of all of the outstanding shares of Common Stock.
(b) The Reporting Persons had the shared power to vote or direct the vote
of, and to dispose or direct the disposition of, the shares of Common Stock
beneficially owned by them.
(c) The following transactions were effected by the Reporting Persons
during the past sixty (60) days:
Amount of Shares Approximate Price per Shares
Date Security Bought/(Sold) inclusive of commissions)
-------- ------------- ---------------- -----------------------------
05/14/03 Common Shares (36,500) $3.10
05/15/03 Common Shares (386,370) $3.18
The above transactions were effected by the Reporting Persons on the NASDAQ
National Market.
Except as set forth above, during the last sixty days there were no
transactions in the Common Stock effected by the Reporting Persons, nor, to the
best of their knowledge, any of their directors, executive officers, general
partners or members.
(d) Except as set forth in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock beneficially owned by
the Reporting Persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Not applicable.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement, dated as of April 14, 2003, by and
among the members of the Reporting Persons (attached to the Initial Schedule
13D).
Exhibit B - Letter from Robert L. Chapman, Jr., as Managing Member of
Chapman Capital L.L.C., to Mr. Michael A. McManus, Jr., CEO and President of the
Company, dated April 14, 2003 (attached to the Initial Schedule 13D).
Exhibit C - Letter from Robert L. Chapman, Jr., as Managing Member of
Chapman Capital L.L.C., to Mr. Michael A. McManus, Jr., CEO and President of the
Company, dated May 16, 2003.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 16, 2003 CHAP-CAP PARTNERS, L.P.
By: Chapman Capital L.L.C.,
as General Partner
By: /s/ Robert L. Chapman, Jr.
------------------------------
Name: Robert L. Chapman, Jr.
Title: Managing Member
Dated: May 16, 2003 CHAPMAN CAPITAL L.L.C.
By: /s/ Robert L. Chapman, Jr.
------------------------------
Name: Robert L. Chapman, Jr.
Title: Managing Member
Dated: May 16, 2003
/s/ Robert L. Chapman, Jr.
---------------------------------
Robert L. Chapman, Jr.
Exhibit C
CHAPMAN CAPITAL L.L.C. LETTERHEAD
Robert L. Chapman, Jr.
Managing Member
May 16, 2003
Mr. Michael A. McManus, Jr.
CEO and President
Misonix, Inc. (formerly Medsonic, Inc.)
1938 New Highway
Farmingdale, NY 11735
Via Electronic Mail: mmcmanus@misonix.com
Dear Mr. McManus:
Over one month ago, Chap-Cap Partners, L.P. ("CCP"), the Delaware limited
partnership advised by Chapman Capital L.L.C. ("Chapman Capital"), informed you
and your most unaccountable Board of Directors ("the Board") of its taking a
6.4% stake in Misonix, Inc. (hereinafter, "Misonix," "MSON" or "the Company").
CCP celeritously assimilated this strategic block only by serving as the "buyer
of last resort" of an estimated 9-10% long-term holding being sold by investment
advisor DePrince Race & Zollo, Inc. (DRZ) and affiliated fund, V4 Inc. From my
conversations with a partner of DRZ, it became apparent that one of the primary
factors leading to their decision to expunge Misonix from their portfolios was
your failure to deliver marketing, research and profitability milestones that
DRZ had been led to expect. With over one hundred additional hours of due
diligence on you and Misonix's operations now under our belt, Chapman Capital
came to appreciate DRZ's wisdom and thus decided to pass this "hot potato" onto
other iron hearted investors. To those intrepid speculators, we offer only one
piece of sound advice - "Caveat Emptor."
Misonix's shareholders have voted with their feet since you assumed supremacy of
the Company, fleeing in disgust at Death Valley-level performance benchmarks
that only a corporate charlatan would struggle to reach. In the trailing four
fiscal quarters that preceded your arrival at Misonix, the Company reported 62c
per share in earnings. Attending such performance was a Misonix share price
approximating $6.00 each. Yet, since Misonix Chairman Gary Gelman's unfortunate
decision to install you in office, you seem to have lowered earnings
expectations so drastically that even a corporate slacker should be able to
clear the bar. To this effect, you recently pathetically proclaimed, "One of the
great satisfactions in these financial results comes from the fact that we are
meeting the high expectations we set for this year. We continue to remain
comfortable with annual revenues increasing by approximately 10% over the prior
fiscal year results and with annual earnings of approximately $0.15 per diluted
share." I don't know if you learned to aspire to such depths from Mitchell
J. Kelly, CEO of Novavax, Inc. (one of six public companies to which you have
promised your massively-divided attention), but given my experience with men of
this caliber, I would place my bets thereon.
The Company's 3QFY2003 operating washout was enough for Chapman Capital to give
second thought to continued investment in the firm you have a fiduciary duty to
manage. Under your "bleedership," almost 50% of Misonix's 1-3QFY2003 gross
income hemorrhaged away into general and administrative expenses, evidence of
the bloated cost structure that we view as a Michael McManus hallmark (see NWH,
Inc., on whose Board you sit along with personal friend Terrence S. Cassidy). By
the time Misonix had covered its selling and unfruitful R&D expenses, the
Company's operations during this period had retained less than 3% of every
revenue dollar. Exacerbating matters, Misonix shareholders continued to pay
sub-operating line penalties for your apparently weak M&A due diligence, with
Hearing Innovations taking an impairment charge so sizable last quarter that it
consumed almost half of Misonix's pre-litigation recovery operating income. By
the time one arrives at Misonix's bottom line, the Company is barely profitable
with after-tax, pre-litigation recovery income of just over $200,000 on
1-3QFY2003 sales of almost $23,000,000. This is a far cry from Misonix's
profitability in the calendar quarter that preceded your taking the reins
(1QCY1998), wherein the Company reported net income exceeding $1,000,000 on
quarterly sales of only $6,500,000. Needless to say, it seems to Chapman Capital
as if Misonix is being run for the benefit of its highest paid employees
crowding the G&A line rather than those public owners who have been witless
enough to allow their continued employment.
After Chapman Capital concluded that several Misonix's Board members seem to
lack faith in your oversight of the firm, we followed their lead and took
profits this week on our investment in the Company. Chapman Capital questioned
whether the 20% Y/Y swelling in Misonix's inventories or 55% Y/Y disintegration
in Company cash had made the Directors nervous enough to liquidate their
positions. Interestingly, no matter from which angle we viewed these insider
sales, Chapman Capital determined it no coincidence that Misonix director Howard
Alliger had filed with the S.E.C. to sell 100,000 shares almost immediately
after the Company reported the disheartening financial results cited above.
Fellow Board member Arthur Gerstenfeld didn't find himself far behind Mr.
Alliger en route to Misonix's exits, filing with the S.E.C. a few days later to
sell almost one third of his non-optioned share holdings (per Misonix's Schedule
14A proxy statement filed with the S.E.C. on February 7, 2003). It seems to
Chapman Capital just a matter of time before Chairman Gary Gelman joins the "Get
Me Out of This Stock" parade, though he may be too preoccupied watching his own
personal "steamer," American Claims Evaluation, Inc. (NASDAQ Small Cap: AMCE),
as it remains near all-time lows following seven straight quarters of net losses
(source: Bloomberg DES5).
The common denominator of virtually every Michael McManus character check we
conducted was the sequence of "disappointment, disgust, and eventually
disengagement." As a recently-added victim of the "Victims of McManus Memorial,"
I can only imagine the horror of having to report to you daily as a beholden
Misonix employee. To the approximately 200 brave employees who may continue to
struggle with the metaphorical image of you as an Emperor without clothes, I
salute them and convey my deepest condolences. In particular, we owe a deep
gratitude to the purported former employee who called our office to teach us how
to recognize when you may be prevaricating ("When McManus' lips are moving").
Without such guidance, I fear CCP may have held its investment in Misonix until
a conjectural doomsday when its third-rate Board was asked to sign Nasdaq
delisting papers. Yet, as over 85% of your personal exposure to Misonix shares
is in the form of free stock options granted to you by a Board that seems to
view such dilutive gifts like stale Halloween candy, we do not expect you to
shed even crocodile tears should Misonix's equity become similarly rotten to the
core.
Though our travels through the personally-enriching world of Michael A. McManus,
Jr. have been brief, they are not over. We intend to keep Misonix's stock on our
radar screen into perpetuity. It would seem to be inevitable that those
investors to whom we recently sold our shares will discover the unnerving
background items unearthed during our investigation of your tenure at the
Company and elsewhere. Though my interest in your professional wellbeing remains
somewhere less than zero, I feel compelled to share with you advice from the
1980s era of Michael Milken's corporate raiders -- the best defense against
hostile acquirers is a strong stock price. Though you have failed to accomplish
this and other tasks over the past four and half years, I hope the thought of me
waiting in the wings with a below-market buy order will keep you working past
3:00 p.m. going forward.
Farewell for now,
[/s/ _____________]
Robert L. Chapman, Jr.