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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)
Joseph H. Crabb
c/o ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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.
(Continued on following pages)
(Page 1 of 5 Pages)
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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)
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CUSIP No.452525 30 6 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph H. Crabb
________________________________________________________________________________
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
91,769 shares (all of such shares are subject to stock
options held by the Reporting Person, which are exercisable)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 49,000 shares owned jointly with spouse
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 91,769 shares (all of such shares are subject to stock
options held by the Reporting Person, which are exercisable)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
49,000 shares owned jointly with spouse
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,769 (including 91,769 shares subject to stock options
held by the Reporting Person, which are exercisable)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 452525 30 6 13D Page 3 of 5 Pages
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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
________________________________________________________________________________
Item 2. Identity and Background.
(a) Joseph H. Crabb
(b) c/o ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103
(c) Vice President and Chief Scientific Officer of ImmuCell
Corporation, 56 Evergreen Drive,
Portland, ME 04103, an animal health
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.
19,500 shares held by the Reporting Person were acquired in the open
market and 29,500 shares were acquired upon the exercise of employee
stock options, for an aggregate purchase price of $63,862 using
Personal Funds. 91,769 shares are subject to stock options which are
currently exercisable for an aggregate exercise price of $185,902. If
any of such options are exercised, Personal Funds are intended to be
used to purchase the shares subject to the stock options.
________________________________________________________________________________
Item 4. Purpose of Transaction.
The securities reported on this Schedule 13D were acquired for personal
investment. Some of the securities represent stock options granted to
the Reporting Person by the Issuer in connection with his employment as
an officer of the Issuer.
(a) The Reporting Person holds unvested options to acquire an
additional 64,667 shares at exercise prices ranging from $1.3125 to
$4.00 per share, which become exercisable at various times beginning
June 30, 2001.
(b) none
(c) none
CUSIP No. 452525 30 6 13D Page 4 of 5 Pages
(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 140,769 shares (including 91,769 shares subject to
vested stock options held by the Reporting Person), 5.0% of the
Issuer's outstanding common stock
(b) Reporting Person has sole power to vote and sole power to dispose
of the 91,769 shares subject to options and shares shares jointly with
his spouse the power to vote and power to dispose of the 49,000 shares
of common stock beneficially owned by him.
(c) Options to acquire 25,000 shares of common stock at $1.046875 per
share were exercised by the Reporting Person on January 3, 2001.
Unexercised options as to 16,667 shares at an exercise price of $1.3125
per share became vested as of March 1, 2001, and thus were deemed to be
beneficially owned by the Reporting Person 60 days prior to that date.
(d) n/a
(e) n/a
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None, other than the employee stock options granted to the Reporting
Person by the Issuer from time to time since June 3, 1994 in connection
with his employment as an officer of the Issuer.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
n/a
________________________________________________________________________________
CUSIP No. 452525 30 6 13D Page 5 of 5 Pages
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.
March 8, 2001
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(Date)
/s/ Joseph H. Crabb
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(Signature)
Joseph H. Crabb
Vice President and Chief
Scientific Officer
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).