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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________ )(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)
April 17, 2000
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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)
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CUSIP No.452525 30 6 13D Page 2 of 4 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tracy D. Wilkins
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
_______________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 74,700
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 96,100
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
74,700
PERSON _________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
96,100
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,800
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 452525 30 6 13D Page 3 of 4 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Common Stock, $0.10 par value per share;
ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103
________________________________________________________________________________
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
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
All 170,800 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
$555,000.
________________________________________________________________________________
Item 4. Purpose of Transaction.
The securities reported on this Schedule 13D were acquired for personal
investment.
(a) The Reporting Person has been nominated for election to the Board
of Directors of the Issuer at the Annual Meeting of Shareholders of
the Issuer to be held on June 13, 2001. If so elected, the
Reporting Person would receive 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.
(b) none
(c) none
(d) none
(e) none
(f) none
(g) none
(h) none
(i) none
(j) none
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Reporting Person
beneficially owned 170,800 shares, 6.3% of the Issuer's outstanding
common stock
(b) Reporting Person has sole power to vote and sole power to dispose
of 74,700 shares beneficially owned by him. The Reporting Person
shares the power to vote and the power to dispose of 96,100 shares
held jointly by him with his wife.
(c) On April 17, 2000, the Reporting Person acquired 30,000 shares of
the Issuer's common stock in open market transactions bringing his
aggregate holdings at that time to 160,000 shares (6.0%). Since
then, but not within sixty days of the filing of this Schedule 13D,
the Reporting Person acquired an additional 10,800 shares in open
market transactions.
CUSIP No. 452525 30 6 13D Page 4 of 4 Pages
(d) n/a
(e) n/a
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None, other than the outside director stock options to be granted to
the Reporting Person if he is elected by shareholders to serve as a
director at the Issuer's Annual Meeting of Shareholders on June 13,
2001.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
n/a
________________________________________________________________________________
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.
June 8, 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).
EDGARLink 7.0 (8/00) Ver. 3.1