UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) LABARGE, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value -------------------------------------------------------------------------------- (Title of Class of Securities) 5024709C -------------------------------------------------------------------------------- (CUSIP Number) April 30, 2004 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| 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 cover 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 5024709C -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sanfurd G. Bluestein, M.D. -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 891,400(1) ----------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 698,000(1) OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 891,400(1) WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 698,000(1) -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,589,400(1) -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.08% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) The shares of Common Stock include (A) 711,400 shares (representing 4.51% of the class) owned directly by Sanfurd G. Bluestein, M.D. ("Bluestein"), over which Bluestein has sole voting and investment control, (B) 180,000 shares (representing 1.14% of the class) held by Oppenheimer & Co. Inc. custodian for Sanfurd G. Bluestein IRA, over which Bluestein has sole voting and investment control, and (C) shares held in the accounts of the persons named below, over which Bluestein shares voting and investment control pursuant to third party trading authorizations: 1. Bluestein Family Partnership, LP, a limited partnership organized under the laws of the state of New Jersey, which held 150,000 shares of Common Stock (representing .95% of the class) as of April 30, 2004 (the "Disclosure Date"). 2. Bluestein Family Foundation Inc., a private foundation of which Bluestein is the Manager, which held 245,000 shares of Common Stock (representing 1.55% of the class) as of the Disclosure Date. 3. Joel Bluestein, Bluestein's son, who held 180,000 shares of Common Stock (representing 1.14% of the class) as of the Disclosure Date. 4. Doris Hasnas, Bluestein's sister, who held 8,000 shares of Common Stock (representing .05% of the class) as of the Disclosure Date. 5. Jessica Ann Bishop Trust #2, Joel Bluestein Trustee, U/A/D 11/23/1998 F/B/O Jessica Bishop, a trust for the benefit of Bluestein's granddaughter, which held 55,000 shares of Common Stock (representing .35% of the class) as of the Disclosure Date. 6. Jessica Reisman Trust #2, Abbey Ann Reisman Trustee U/A/D 11/23/1998 F/B/O Jessica Reisman, a trust for the benefit of Bluestein's granddaughter, which held 60,000 shares of Common Stock (representing .38% of the class) as of the Disclosure Date. Item 1 (a) Name of Issuer: LaBarge, Inc. Item 1 (b) Address of Issuer's Principal Executive Offices: 9900A Clayton Road, St. Louis, MO 63124 Item 2 (a) Name of Person Filing: Sanfurd G. Bluestein, M.D. ("Bluestein"). Item 2 (b) Address of Principal Business Office or, if none, Residence: 309 Upper Mountain Avenue, Upper Montclair, NJ 07043-1015 Item 2 (c) Citizenship: Bluestein is a United States citizen. Item 2 (d) Title of Class of Securities: Common Stock, par value $0.01 per share ("Common Stock") Item 2 (e) CUSIP Number: 5024709C Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Exchange Act; (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: Bluestein is the beneficial owner of 1,589,400 shares of Common Stock(1). (b) Percent of class: 10.08% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 891,400(1) (ii) Shared power to vote or to direct the vote: 698,000(1) (iii) Sole power to dispose or to direct the disposition of: 891,400(1) (iv) Shared power to dispose or to direct the disposition of: 698,000 (1) 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 or Control Person. 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. Certifications. By signing below I certify that, to the best of my 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. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 28, 2004 Upper Montclair, New Jersey /s/ Sanfurd G. Bluestein, M.D. ------------------------------ Sanfurd G. Bluestein, M.D.