SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Amendment No. 1
Under the Securities Exchange Act of 1934
SPECTRX, INC.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of class of Securities)
847635109
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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 the disclosures provided in a prior coverage page.
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 ("Act") or otherwise subject to the liabilities of this section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
C. G. Grefenstette as Trustee
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by 6. Shared Voting Power
Each 978,775 (See Item (4)(a))
Reporting
Person 7. Sole Dispositive Power
With
8. Shared Dispositive Power
978,775 (See Item (4)(a))
9. Aggregate Amount Beneficially Owned by Each Reporting Person
978,775
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
8.64%
12. Type of Reporting Person
IN
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
L. M. Wagner as Trustee
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by 6. Shared Voting Power
Each 392,132 (See Item (4)(a))
Reporting
Person 7. Sole Dispositive Power
With
8. Shared Dispositive Power
392,132 (See Item (4)(a))
9. Aggregate Amount Beneficially Owned by Each Reporting Person
392,132
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
3.46%
12. Type of Reporting Person
IN
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated 12/30/76
for the Children of Juliet Lea Hillman Simonds I.D. #25-6193084
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Pennsylvania
Number of 5. Sole Voting Power
Shares 98,033
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting
Person 7. Sole Dispositive Power
With 98,033
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
98,033
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.87%
12. Type of Reporting Person
OO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated 12/30/76
for the Children of Audrey Hillman Fisher I.D. #25-6193085
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Pennsylvania
Number of 5. Sole Voting Power
Shares 98,033
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting
Person 7. Sole Dispositive Power
With 98,033
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
98,033
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.87%
12. Type of Reporting Person
OO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated 12/30/76
for the Children of Henry Lea Hillman, Jr. I.D.. #25-6193086
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Pennsylvania
Number of 5. Sole Voting Power
Shares 98,033
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting
Person 7. Sole Dispositive Power
With 98,033
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
98,033
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.87%
12. Type of Reporting Person
OO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated 12/30/76
for the Children of William Talbott Hillman I.D. #25-6193087
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Pennsylvania
Number of 5. Sole Voting Power
Shares 98,033
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting
Person 7. Sole Dispositive Power
With 98,033
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
98,033
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.87%
12. Type of Reporting Person
OO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
Henry L. Hillman as Trustee
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by 6. Shared Voting Power
Each 586,643 (See Item (4)(a))
Reporting
Person 7. Sole Dispositive Power
With
8. Shared Dispositive Power
586,643 (See Item (4)(a))
9. Aggregate Amount Beneficially Owned by Each Reporting Person
586,643
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
5.18%
12. Type of Reporting Person
IN
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
Elsie Hilliard Hillman as Trustee
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by 6. Shared Voting Power
Each 586,643 (See Item (4)(a))
Reporting
Person 7. Sole Dispositive Power
With
8. Shared Dispositive Power
586,643 (See Item (4)(a))
9. Aggregate Amount Beneficially Owned by Each Reporting Person
586,643
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
5.18%
12. Type of Reporting Person
IN
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
Henry L. Hillman, Elsie Hilliard Hillman and C. G Grefenstette
Trustees of the Henry L. Hillman Trust U/A Dated November 18, 1985
I.D. # 18-2145466
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Pennsylvania
Number of 5. Sole Voting Power
Shares 494,101
Beneficially
Owned by 6. Shared Voting Power
Each 92,542 (See Item (4)(a))
Reporting
Person 7. Sole Dispositive Power
With 494,101
8. Shared Dispositive Power
92,542 (See Item (4)(a))
9. Aggregate Amount Beneficially Owned by Each Reporting Person
586,643
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
5.18%
12. Type of Reporting Person
OO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
The Hillman Company I.D. # 25-1011286
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Pennsylvania
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by 6. Shared Voting Power
Each 92,542 (See Item (4)(a))
Reporting
Person 7. Sole Dispositive Power
With
8. Shared Dispositive Power
92,542 (See Item (4)(a))
9. Aggregate Amount Beneficially Owned by Each Reporting Person
92,542
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.82%
12. Type of Reporting Person
CO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
Wilmington Investments, Inc. I.D. # 51-0034468
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by 6. Shared Voting Power
Each 92,542 (See Item (4)(a))
Reporting
Person 7. Sole Dispositive Power
With
8. Shared Dispositive Power
92,542 (See Item (4)(a))
9. Aggregate Amount Beneficially Owned by Each Reporting Person
92,542
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.82%
12. Type of Reporting Person
CO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
Wilmington Equities, Inc. I.D. # 51-0411204
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by 6. Shared Voting Power
Each 92,542 (See Item (4)(a))
Reporting
Person 7. Sole Dispositive Power
With
8. Shared Dispositive Power
92,542 (See Item (4)(a))
9. Aggregate Amount Beneficially Owned by Each Reporting Person
92,542
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.82%
12. Type of Reporting Person
CO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
Wilmington Securities, Inc. I.D. # 51-0114700
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of 5. Sole Voting Power
Shares 9,905
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting
Person 7. Sole Dispositive Power
With 9,905
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,905
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.09%
12. Type of Reporting Person
CO
CUSIP NO. 847635109
1. Name of Reporting Persons IRS Identification No. of above Persons
(entities only)
Wilmington Interstate Corporation I.D. # 51-0313966
2. Check the Appropriate Box if Member of a Group (a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of 5. Sole Voting Power
Shares 82,637
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting
Person 7. Sole Dispositive Power
With 82,637
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
82,637
10. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (11)
.73%
12. Type of Reporting Person
CO
Item 1(a) Name of Issuer
Spectrx, Inc.
Item 1(b) Address of Issuer's Principal Executive Office:
6025A Unity Drive
Norcross, GA 30071
Item 2(a) Name of Person Filing:
(i) Wilmington Interstate Corporation, a wholly-owned subsidiary of
Wilmington Equities, Inc.
(ii) Wilmington Securities, Inc., a wholly-owned subsidiary of
Wilmington Equities, Inc.
(iii) Wilmington Equities, Inc., a wholly-owned subsidiary of
Wilmington Investments, Inc.
(iv) Wilmington Investments, Inc, a wholly-owned subsidiary of
The Hillman Company.
(v) The Hillman Company, a corporation controlled by the HLH
Trust.
(vi) Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette
Trustees of the Henry L. Hillman Trust U/A dated November 18,
1985 (the "HLH Trust").
(vii) C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated 12/30/76
for the Children of Juliet Lea Hillman Simonds (the "1976 JLHS Trust).
(viii) C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated 12/30/76
for the Children of Audrey Hillman Fisher (the "1976 AHF Trust).
(ix) C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated 12/30/76
for the Children of Henry Lea Hillman, Jr. (the "1976 HLH, Jr. Trust).
(x) C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated 12/30/76
for the Children of William Talbott Hillman (the "1976 WTH Trust).
(xi) Elsie Hilliard Hillman
(xii) Henry L. Hillman
(xiii) L. M. Wagner
(xiv) C. G. Grefenstette
Item 2(b) Address of the principal Business Office:
Wilmington Interstate Corporation, Wilmington Securities, Inc.
Wilmington Equities, Inc. and Wilmington Investments, Inc.
824 Market Street, Suite 900
Wilmington, DE 19801
The Hillman Company
1900 Grant Building
Pittsburgh, PA 15219
The 1976 JLHS Trust, the 1976 AHF Trust, the 1976 HLHJR Trust
The 1976 WTH Trust and the HLH Trust
1900 Grant Building
Pittsburgh, PA 15219
Elsie Hilliard Hillman, Henry L. Hillman, L. M. Wagner and
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Item 2(c) Citizenship:
Wilmington Interstate Corporation, Wilmington Securities, Inc,
Wilmington Equities, Inc. and Wilmington Investments, Inc.
are Delaware corporations.
The Hillman Company is a Pennsylvania corporation.
The 1976 JLHS Trust, the 1976 AHF Trust, the 1976 HLHJR Trust
the 1976 WTH Trust and the HLH Trust are Pennsylvania trusts.
Elsie Hilliard Hillman, Henry L. Hillman, L. M. Wagner and
C. G. Grefenstette are U.S. citizens.
Item 2(d) Title of Class of Securities:
Common Stock, $.001 Par Value
Item 2(e) CUSIP Number
847635109
Item 3 Not Applicable
Item 4 Ownership:
82,637 shares of Common stock are owned of record and beneficially by
Wilmington Interstate Corporation, a wholly-owned subsidiary of
Wilmington Equities, Inc. Wilmington Equities, Inc. is a wholly-owned
subsidiary of Wilmington Investments, Inc. Wilmington Investments, Inc.
is a wholly-owned subsidiary of The Hillman Company, which is
controlled by the HLH Trust.
9,905 shares of Common stock are owned of record and beneficially by
Wilmington Securities, Inc., a wholly-owned subsidiary of Wilmington
Equities, Inc. Wilmington Equities, Inc. is a wholly-owned subsidiary
of Wilmington Investments, Inc. Wilmington Investments, Inc.
is a wholly-owned subsidiary of The Hillman Company, which is
controlled by the HLH Trust.
494,101 shares of Common Stock are owned of record and beneficially
by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette,
Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985
a Pennsylvania revocable trust. C. G. Grefenstette shares power to
vote or to direct the vote and shares power to dispose or to direct the
disposition of the shares of stock owned by the 1976 Trusts, the
HLH Trust, Wilmington Interstate Corporation and Wilmington
Securities, Inc. Henry L. Hillman shares power to vote or to direct the
vote and shares power to dispose or direct the disposition of the shares
of stock owned by the HLH Trust, Wilmington Interstate Corporation and
Wilmington Securities, Inc.. Elsie Hilliard Hillman shares power
to vote or to direct the vote and shares power to dispose or to direct the
disposition of the shares of stock owned by the HLH Trust, Wilmington
Interstate Corporation and Wilmington Securities, Inc.
98,033 shares of Common stock are owned of record beneficially by
C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated
December 30, 1976 for the Children of Juliet Lea Hillman Simonds
(together with the three trusts of even date named below, the "1976
Trusts"), a Pennsylvania irrevocable trust. C. G. Grefenstette shares
power to vote or to direct the vote and shares power to dispose or to
direct the disposition of the shares of stock owned by the 1976 Trusts
the HLH Trust, Wilmington Interstate Corporation and Wilmington
Securities, Inc.
98033 shares of Common stock are owned of record beneficially by
C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated
December 30, 1976 for the Children of Audrey Hillman Fisher
(together with the three trusts of even date named, the "1976
Trusts"), a Pennsylvania irrevocable trust. C. G. Grefenstette shares
power to vote or to direct the vote and shares power to dispose or to
direct the disposition of the shares of stock owned by the 1976 Trusts
the HLH Trust, Wilmington Interstate Corporation and Wilmington
Securities, Inc.
98,033 shares of Common stock are owned of record beneficially by
C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated
December 30, 1976 for the Children of Henry Lea Hillman, Jr.
(together with the three trusts of even date named, the "1976
Trusts"), a Pennsylvania irrevocable trust. C. G. Grefenstette shares
power to vote or to direct the vote and shares power to dispose or to
direct the disposition of the shares of stock owned by the 1976 Trusts,
the HLH Trust, Wilmington Interstate Corporation and Wilmington
Securities, Inc.
98,033 shares of Common stock are owned of record beneficially by
C. G. Grefenstette and L. M. Wagner, Trustees U/A/T dated
December 30, 1976 for the Children of William Talbott Hillman
(together with the three trusts of even date named below, the "1976
Trusts"), a Pennsylvania irrevocable trust. C. G. Grefenstette shares
power to vote or to direct the vote and shares power to dispose or to
direct the disposition of the shares of stock owned by the 1976 Trusts,
the HLH Trust, Wilmington Interstate Corporation and Wilmington
Securities, Inc.
(b) Percent of Class
8.64%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote
(ii) shared power to vote or to direct the vote
978,775 (See Item (4)(a))
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
978,775 (See Item (4)(a))
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
The Security being Reported on by the Parent Holding Company
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having
that purpose or effect.
(Intentionally Left Blank)
SIGNATURES
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.
WILMINGTON INTERSTATE CORPORATION
By: /s/ Andrew H. McQuarri
Andrew H. McQuarrie
President
WILMINGTON SECURITIES, INC.
By: /s/ Andrew H. McQuarri
Andrew H. McQuarrie
President
WILMINGTON EQUITIES, INC.
By: /s/ Andrew H. McQuarri
Andrew H. McQuarrie
President
WILMINGTON INVESTMENTS, INC.
By: /s/ Andrew H. McQuarri
Andrew H. McQuarrie
Vice President
THE HILLMAN COMPANY
By: /s/ Lawrence M. Wagner
Lawrence M. Wagner
President
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN
AND C. G. GREFENSTETTE, TRUSTEES OF THE
HENRY L. HILLMAN TRUST U/A DATED
NOVEMBER 18, 1985
/s/ C. G. Grefenstette
C. G. Grefenstette, Trustee
C. G. GREFENSTETTE AND L. M. WAGNER, TRUSTEES
U/A/T DATED DECEMBER 30, 1976 FOR THE CHILDREN
OF JULIET LEA HILLMAN SIMONDS
/s/ C. G. Grefenstette
C. G. Grefenstette, Trustee
/s/ L. M. Wagner
L. M. Wagner, Trustee
C. G. GREFENSTETTE AND L. M. WAGNER, TRUSTEES
U/A/T DATED DECEMBER 30, 1976 FOR THE CHILDREN
OF AUDREY HILLMAN FISHER
/s/ C. G. Grefenstette
C. G. Grefenstette, Trustee
/s/ L. M. Wagner
L. M. Wagner, Trustee
C. G. GREFENSTETTE AND L. M. WAGNER, TRUSTEES
U/A/T DATED DECEMBER 30, 1976 FOR THE CHILDREN
OF HENRY LEA HILLMAN, JR.
/s/ C. G. Grefenstette
C. G. Grefenstette, Trustee
/s/ L. M. Wagner
L. M. Wagner, Trustee
C. G. GREFENSTETTE AND L. M. WAGNER, TRUSTEES
U/A/T DATED DECEMBER 30, 1976 FOR THE CHILDREN
OF WILLIAM TALBOTT HILLMAN
/s/ C. G. Grefenstette
C. G. Grefenstette, Trustee
/s/ L. M. Wagner
L. M. Wagner, Trustee
C. G. Grefenstette
L. M. Wagner
Henry L. Hillman
Elsie Hilliard Hillman
February 13, 2004
Dated