UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
ANGIODYNAMICS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
03475V 10 1
(CUSIP Number)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Noah Klarish, Esq.
Noah Klarish & Associates, P.C.
1350 Broadway, 25th Fl.
New York, NY 10018
(212) 868-3777
November 2, 2004
(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(b)(3) or (4) check the following box |_|.
The information required in 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, as amended (the "Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D
CUSIP No. 03475V 10 1 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Ira Albert
- --------------------------------------------------------------------------------
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 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
668,776 shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 668,776 shares
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,776 (includes 441,789 shares owned by Albert Investment Associates,
L.P. and 199,605 shares owned by accounts over which the Reporting Person
has discretionary voting and dispositive authority.)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 value per share
(the "Common Stock"), of AngioDynamics, Inc., a Delaware corporation (the
"Issuer"). The Issuer maintains its principal executive office at 603 Queensbury
Ave., Queensbury, NY 12804.
Item 2. Identity and Background.
(a) This statement is filed by (i) Ira Albert, an individual, with
respect to shares of the Issuer's Common Stock held by him (including members of
his immediate family) and with respect to shares of the Issuer's Common Stock
held in investment accounts over which Mr. Albert has discretionary authority,
and (ii) Albert Investment Associates, L.P., a Delaware limited partnership (the
"Albert Partnership") with respect to shares of the Issuer's Common Stock held
by it. Ira Albert and the Albert Partnership shall sometimes be collectively
referred to herein as the "Reporting Person."
(b) The business address of Ira Albert and of the Albert Partnership
are 1304 SW 160th Avenue, Suite 209, Ft. Lauderdale, FL 33326. The general
partner of the Albert Partnership is Albert Investment Strategies, Inc., a
Florida corporation (the "General Partner"), which also has a business address
located at 1304 SW 160th Avenue, Suite 209, Ft. Lauderdale, FL 33326.
(c) The principal business of Ira Albert and of the Albert
Partnership is securities investment.
(d) During the past five years, neither Mr. Albert nor the Albert
Partnership nor the General Partner nor any of its executive officers, directors
or controlling persons have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither Mr. Albert nor the Albert
Partnership nor the General Partner nor any of its executive officers, directors
or controlling persons have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in their being subject
to a judgment, decree or final order enjoining any such person from future
violations of or prohibiting or mandating activities subject to federal or state
securities laws, or finding any violation of such laws by any such person.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person received all of the reported shares of Common
Stock of the Issuer by means of a dividend payment relating to a spin-off of the
Issuer from E-Z-Em, Inc. The Reporting Person was not required to pay cash or
other consideration in connection with the dividend.
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Item 4. Purpose of Transaction.
At this time, the Reporting Person has no current plans or proposals
which, other than as expressly set forth below, would relate to or would result
in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule
13D.
The Reporting Person intends to evaluate on an ongoing basis the
Issuer's financial condition, business operations, prospects, the market price
of the Issuer's Common Stock, conditions in security markets generally, general
economic and industry conditions and other factors. Accordingly, the Reporting
Person reserves the right to change his plans and intentions at any time and in
any manner deemed appropriate. The Reporting Person may acquire additional
shares and/or dispose of Shares (either in the open market or under privately
negotiated arrangements), or purchase or sell derivative securities or enter
into privately negotiated counterparty transactions to hedge the market risk or
all or a portion of his Shares of the Issuer.
The Reporting Person further reserves the right to act in concert
with any other shareholders of the Issuer, or other persons, for a common
purpose should they determine to do so, and/or to recommend courses of action to
management and the shareholders of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) The number of shares of the Issuer's Common Stock and the
percentage of the outstanding shares (based upon 11,442,500 shares of Common
Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for
the quarter ended August 28, 2004) directly beneficially owned by each Reporting
Person is as follows:
Percentage of
Name Number of Shares Outstanding Shares
- ---- ---------------- ------------------
Ira Albert and family 27,382 0.2%
Albert Partnership 441,789 3.9%
Albert discretionary accounts 199,605 1.7%
(b) Mr. Albert has sole power to vote and sole power to dispose or
to direct the disposition of 668,776 shares of the Issuer's Common Stock.
(c) Other than the receipt of Shares as a dividend in connection
with the spin-off transaction from E-Z-Em, Inc., the Reporting Person has had no
transactions in the Issuer's Shares during the last sixty day period.
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(d) Certain persons have the right to receive dividends from or the
proceeds of sale of certain of the shares of the Issuer's Common Stock included
in this statement. No such person individually has the right to receive
dividends or proceeds relating to shares of the Issuer's Common Stock
constituting more than 5% of the class of the Issuer's Common Stock.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Ira Albert may be deemed to have beneficial ownership and control of
the shares of the Issuer's Common Stock held by members of his immediate family,
accounts with respect to which Mr. Albert has discretionary authority and shares
held by the Albert Partnership by virtue of his control of the General Partner
of such entity. Mr. Albert disclaims beneficial ownership of the shares of the
Issuer's Common Stock held by the discretionary accounts and by the Albert
Partnership.
Other than as set forth above, the Reporting Person has no
contracts, arrangements, understandings or relationships (legal or otherwise)
either amongst themselves or with any other persons with respect to the shares
of the Issuer's Common Stock.
Item 7. Material to be Filed as Exhibits.
None
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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: November 12, 2004
/s/ Ira Albert
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Ira Albert
ALBERT INVESTMENT ASSOCIATES, L.P.
By: ALBERT INVESTMENT STRATEGIES, INC.,
general partner
By: /s/ Ira Albert
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Ira Albert, President
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