Signed and page numbered in accordance with Rule 0-3(b). Page 1 of 5.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
AW Computer Systems, Inc.
-------------------------
(Name of Issuer)
Class A Common Shares
---------------------
(Title of Class of Securities)
002448108
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(CUSIP Number)
Charles F. Trapp
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 Communications)
April 28, 1997
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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 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: [ ]
* 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 5.
CUSIP NO. 002448108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Charles J. McMullin
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:
1,587,000
NUMBER OF
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY None
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 1,587,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,587,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11):
18.8%
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 5.
AMENDMENT TO SCHEDULE 13D
This Amendment No. 2 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, NJ 08054. This Amendment No. 2 to Schedule 13D
amends the Schedule 13D of Charles J. McMullin, dated September 20, 1996 and
filed with the Securities and Exchange Commission (the "SEC") on or about that
date, (such schedule, the "Original Schedule"), as previously amended by
Amendment No. 1 to the Original Schedule, dated April 7, 1997 and filed with the
SEC on or about that date.
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 warrants and
options 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>
Options 04/07/97 1,100,000 Service as an Not Applicable
Officer(1)
Warrants 04/28/97 70,000 $35,000(2) Personal Funds
-----------------------
<FN>
(1) The exercise price is $0.65 per share.
(2) In connection with a private placement of units by the Issuer
in April 1997, Mr. McMullin purchased 350 units, consisting of
350 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 70,000 Common Shares at $0.50 per share,
for an aggregate purchase price of $35,000. Each unit has a
purchase price of $100. The warrants are exercisable
commencing on April 28, 1997 and ending on April 27, 1999.
</FN>
</TABLE>
<PAGE>
Signed and Page Numbered in Accordance with Rule 0-3(b). Page 4 of 5.
Item 4. Purpose of Transaction.
Mr. McMullin's investment in the Company is held as a passive
investment. Mr. McMullin may acquire additional shares of the Company
if further securities can be acquired upon terms satisfactory to Mr.
McMullin. Mr. McMullin intends to review his investment position from
time-to-time. Depending upon such review, market conditions and other
factors, Mr. McMullin may choose to increase his position, maintain his
present level of investment or sell all or a portion of, his investment
in the Company.
Item 5. Interest in Securities of the Issuer.
(a) Mr. McMullin beneficially owns an aggregate of 1,587,,000
Common Shares, or 19.5% of the outstanding Common Shares as of
April 28, 1997, including 1,451,000 Common Shares which Mr.
McMullin has the right to acquire within 60 days pursuant to
options and warrants.
(b) Mr. McMullin has the sole power to vote or to direct the vote
of 136,000 Common Shares. The 1,451,000 Common Shares held
subject to options and warrants, do not carry any voting
rights unless and until such warrants and options are
exercised. Mr. McMullin has sole power to dispose or to direct
the disposition of 136,000 Common Shares and options and
warrants to purchase 1,451,000 Common Shares.
(c) On April 7, 1997, Mr. McMullin 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. McMullin purchased 350 units,
consisting of 350 shares of 10% Redeemable Preferred Stock and
related warrants to purchase 70,000 Common Shares at $0.50 per
share, for an aggregate purchase price of $35,000. Each unit
has a purchase price of $100.
The only transaction involving Common Shares effected by Mr.
McMullin 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 5 of 5.
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: May 9, 1997 /s/Charles J. McMullin
Charles J. McMullin
Chairman of the Board of Directors
