Media
Sciences International, Inc.
(Name
of Issuer)
|
Common
Stock, par value $.001
(Title
of Class of Securities)
|
58446X
10 7
(CUSIP
Number)
|
Richard
A. Krantz, Esq.
Robinson
& Cole LLP
Financial
Centre
695
East Main Street
Stamford,
CT 06904
(203)
462-7505
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
February
25, 2008
(Date
of Event Which Requires Filing of This
Statement)
|
CUSIP
No 58446X
10 7
|
Page
2 of
7
|
(1)
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities
only).
Richard
E. Teller and Kathleen A. Rogers
|
(2)
|
Check the Appropriate Box if a Member of a
Group (See
Instructions)
(a)
o
(b)
o
|
(3)
|
SEC Use Only |
(4)
|
Source
of Funds (See Instructions)
PF
|
(5)
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
(6)
|
Citizenship
or Place of Organization
USA
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
(7) Sole
Voting Power 0
|
(8) Shared
Voting Power
596,256
|
|
(9) Sole
Dispositive Power 0
|
|
(10) Shared
Dispositive Power
596,256
|
(11)
|
Aggregate Amount Beneficially Owned by Each
Reporting
Person
596,256
|
(12)
|
Check if the Aggregate Amount in Row (11)
Excludes
Certain Shares (See Instructions)
o
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
5.10%
|
(14)
|
Type
of Reporting Person (See Instructions)
IN
|
(b)
|
The
residential address of the Holders is 545 Boylston Street, Brookline,
Massachusetts 02445.
|
(c)
|
The
Holders are each currently self-employed at 545 Boylston Street,
Brookline, Massachusetts 02445.
|
(f)
|
The
Holders are each a citizen of the United
States.
|
(a)
|
The
acquisition by any person of additional securities of the Issuer,
or the
disposition of securities of the Issuer;
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation involving the Issuer or any of its
subsidiaries;
|
(c)
|
A
sale or transfer of a material amount of assets of the Issuer or
any of
its subsidiaries;
|
(d)
|
Any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number of or term
of
directors or to fill any existing vacancies on the
board;
|
(e)
|
Any
material change in the present capitalization or dividend policy
of the
Issuer;
|
(f)
|
Any
other material change in the Issuer’s business or corporate structure;
|
(g)
|
Changes
in the Issuer’s charter, by-laws, or instruments corresponding thereto or
other actions that may impede the acquisition of control of the
Issuer by
any person;
|
(h)
|
Causing
a class of the securities of the Issuer to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
|
(i)
|
A
class of equity securities of the Issuer becoming eligible for
termination
of registration pursuant to Section 12(g)(4) of the Securities
Act of
1933, as amended; or
|
(a)
|
As
of the date hereof, the Holders own 596,256 shares of Issuer Common
Stock,
as defined above as the “Subject Shares.” The Subject Shares constitute
5.10% of the issued and outstanding shares of Issuer Common Stock,
based
upon the disclosure in the Issuer’s most recent Form 10-Q (for the
quarterly period ended December 31, 2007, filed on February 14,
2008) that
there were 11,679,699 shares of Issuer Common Stock issued and
outstanding
as of January 31, 2008.
|
(b)
|
The
Holders have shared power to vote and dispose of the Subject Shares.
|
(c)
|
Schedule
A,
attached hereto, lists all transactions in Issuer Common Stock
during the
past sixty (60) days by the
Holders.
|
(d)
|
Not
Applicable.
|
(e)
|
Not
Applicable.
|
None.
|
/s/
Richard E. Teller
|
|
Richard
E. Teller
|
|
/s/
Kathleen A. Rogers
|
|
Kathleen
A. Rogers
|
|
Purchaser*
|
Date
of Acquisition
|
No.
of Shares Purchased
|
Purchase
Price Per Share
|
Total
Purchase Price
|
Kathleen
A. Rogers IRA (“KR
IRA”)
|
2/12/08
|
2,800
|
$2.86
|
$8,008
|
KR
IRA
|
2/12/08
|
200
|
$2.84
|
$568
|
Richard
E. Teller Revocable Trust, u/d/t January 16, 2004, Richard E. Teller
and
Kathleen A. Rogers, Trustees
|
2/15/08
|
1,280
|
$2.65
|
$3,400
|
Kathleen
A. Rogers Revocable Trust, u/d/t January 16, 2004, Richard E. Teller
and
Kathleen A. Rogers, Trustees (“KR
Trust”)
|
2/15/08
|
3,000
|
$2.61
|
$7,840
|
KR
Trust
|
2/15/08
|
4,973
|
$2.52
|
$12,542
|
KR
Trust
|
2/15/08
|
201
|
$2.57
|
$527
|
Richard
E. Teller IRA (“RT
IRA”)
|
2/19/08
|
100
|
$2.65
|
$273
|
RT
IRA
|
2/26/08
|
4,800
|
$3.22
|
$15,456
|