Signed and page numbered in accordance with Rule 0-3(b). Page 1 of 6.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
AW Computer Systems, Inc.
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
002448108
(CUSIP Number)
Charles J. McMullin
c/o AW Computer Systems, Inc., 9000A Commerce Parkway,
Mt. Laurel, NJ 08054 609-234-3939
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 6, 1997
(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: [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for the parties to whom copies are to be sent.
* 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 ("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).
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 2 of 6.
CUSIP NO. 002448108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Charles F. Trapp
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: [ ](a)
[ ](b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
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:
711,200
NUMBER OF
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY None
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 711,200
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
711,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11):
9.7%
14. TYPE OF REPORTING PERSON:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEM 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 3 of 6.
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D relates to the Class A Common Shares, $.01
par value (the "Common Shares"), of AW Computer Systems, Inc. (the "Issuer"), a
New Jersey corporation whose principal executive offices are located at 9000A
Commerce Parkway, Mount Laurel, New Jersey 08054. This Amendment No. 3 to
Schedule 13D amends the Amendment No. 2 to Schedule 13D, dated June 27, 1997 and
Amendment No. 2 to Schedule 13D amends the Amendment No. 1 to Schedule 13D,
dated April 28, 1997 and filed with the Securities and Exchange Commission (the
"SEC") on or about that date and the original Schedule 13D of Charles F. Trapp,
dated April 7, 1997 and filed with the SEC on or about that date (the "Original
Schedule").
Item 3. Source and Amount of Funds or Other Consideration.
The following table sets forth the sources and amount of funds or other
consideration used to pay for the Common Shares and options and
warrants to purchase Common Shares listed below:
<TABLE>
<CAPTION>
Securities Purchase
Purchased Date of Price or
(e.g. Shares, Purchase Number of Other Source
Options, Warrants) or Grant Securities Consideration of Funds
<S> <C> <C> <C> <C>
Common Shares 09/20/96 60,000 $60,000 Company Loan(1)
Options 09/20/96 60,000 Service as an Not Applicable
Officer(2)
Options 04/07/97 1,100,000 Service as an Not Applicable
Officer(3)
Options 10/06/97 (950,000) Service as an Not Applicable
Officer(4)
Warrants 04/28/97 100,000 $50,000(5) Personal Funds
Warrants 05/15/97 50,000 $25,000(6) Personal Funds
Warrants 06/27/97 291,200 $145,600(7) Cancellation of
Debt
<FN>
(1) Mr. Trapp acquired 60,000 Common Shares at $1.00 per share in
a private placement dated September 20, 1996 with a note to
the Company for $60,000. This note is secured by the shares,
bears an annual interest rate of 6.1% and matures October 1,
1999. As of July 7, 1997, $40,000 remained outstanding under
this note.
(2) In accordance with the Issuer's October 1992 Stock Option and
Grant Plan; the exercise price is $1.00 per share.
(3) The exercise price is $0.65 per share.
(4) Amendment to the option grant of April 7, 1997 from 1,100,000
to 150,000 options.
(Footnotes continued on following page)
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 4 of 6.
(5) In connection with a private placement of units by the Issuer
in April 1997, Mr. Trapp purchased 500 units, consisting of
500 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 100,000 Common Shares at $0.50 per share,
for an aggregate purchase price of $50,000. Each unit has a
purchase price of $100. The warrants are exercisable
commencing on April 28, 1997 and ending on April 27, 1999.
(6) In connection with a private placement of units by the Issuer
in May 1997, Mr. Trapp purchased 250 units, consisting of 250
shares of 10% Redeemable Preferred Stock and related warrants
to purchase 50,000 Common Shares at $0.50 per share, for an
aggregate purchase price of $25,000. Each unit has a purchase
price of $100. The warrants are exercisable commencing on May
15, 1997 and ending on May 14, 1999.
(7) In connection with a private placement of units by the Issuer
in June 1997, Mr. Trapp purchased 1,456 units, consisting of
1,456 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 291,200 Common Shares at $0.50 per share,
for an aggregate purchase price of $145,600. Each unit has a
purchase price of $100. The warrants are exercisable
commencing on June 27, 1997 and ending on June 26, 1999. The
purchase price for the units was satisfied by the cancellation
of certain indebtedness owing by the Issuer to Mr. Trapp. In a
related transaction, Mr. Trapp, certain directors of the
Company, and other investors acquired the outstanding
indebtedness of the Issuer owed to its commercial lender and,
in exchange for reduction of the outstanding indebtedness from
$593,000 to $95,000, acquired 3,822 units and a series of
promissory notes aggregating $95,000 from the Issuer.
</FN>
</TABLE>
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 5 of 6.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Trapp beneficially owns an aggregate of 711,200 Common
Shares, or 9.7% of the outstanding Common Shares as of October
6, 1997, including 651,200 Common Shares which Mr. Trapp has
the right to acquire within 60 days pursuant to options and
warrants.
(b) Mr. Trapp has the sole power to vote or to direct the vote of
60,000 Common Shares. The 651,200 Common Shares held subject
to options and warrants do not carry any voting rights unless
and until such options and warrants are exercised. Mr. Trapp
has sole power to dispose or to direct the disposition of
60,000 Common Shares and options and warrants to purchase
651,200 Common Shares.
(c) On April 7, 1997, Mr. Trapp received a grant of options to
purchase 1,100,000 Common Shares, at an exercise price of
$0.65 per share, with a term of five years from the date of
grant. The options were granted by the Issuer as compensation
for his services as an officer.
On April 28, 1997, Mr. Trapp purchased 500 units consisting of
500 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 100,000 Class A Common Shares at $0.50
per share for an aggregate purchase price of $50,000. Each
unit has a purchase price of $100.
On May 15, 1997, Mr. Trapp purchased 250 units consisting of
250 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 50,000 Class A Common Shares at $0.50 per
share for an aggregate purchase price of $25,000. Each unit
has a purchase price of $100.
On June 27, 1997, Mr. Trapp purchased 1,456 units consisting
of 1,456 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 291,200 Class A Common Shares at $0.50
per share for an aggregate purchase price of $145,600. Each
unit has a purchase price of $100. The purchase price for the
units was satisfied by the cancellation of certain
indebtedness owing by the Issuer to Mr. Trapp. In a related
transaction, Mr. Trapp, certain directors of the Company, and
other investors acquired the outstanding indebtedness of the
Issuer owed to its commercial lender and, in exchange for
reduction of the outstanding indebtedness from $593,000 to
$95,000, acquired 3,822 units and a series of promissory notes
aggregating $95,000 from the Issuer.
On October 6, 1997, the Board of Directors amended the April
7, 1997 option grant from 1,100,000 to 150,000 options.
The only transactions involving Common Shares effected by Mr.
Trapp during the past 60 days are the ones reflected above.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 6 of 6.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: October 16, 1997 /s/Charles F. Trapp
Charles F. Trapp
