Signed and page numbered in accordance with Rule 0-3(b). Page 1 of 7.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AW Computer Systems, Inc.
-------------------------
(Name of Issuer)
Class A Common Shares
---------------------
(Title of Class of Securities)
002448108
---------
(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 7, 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: [ ]
* 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 7.
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:
OO
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:
1,517,000
NUMBER OF
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY None
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 1,517,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,517,000
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 7.
Item 1. Security and Issuer.
This 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.
Item 2. Identity and Background.
The information required by this Item 2 is as follows:
(a) Name - Charles J. McMullin
(b) Residence or Business Address - 9000A Commerce Parkway
Mount Laurel, New Jersey 08054
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted:
(i) Chairman of the Board of Directors
(ii) Issuer
(iii) development of custom-designed, high-performance,
computer-based systems to upgrade point-of-sale
operations of retailers
(iv) 9000A Commerce Parkway
Mount Laurel, New Jersey 08054
(d) Whether or not, during the last five years, such person has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and, if so, give the
dates, nature of conviction, name and location of court, any
penalty imposed, or other disposition of the case -- None.
(e) Whether or not, during the last five years, such person was a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws; and,
if so, identify and describe such proceedings and summarize
the terms of such judgment, decree or final order -- None.
(f) Citizenship -- United States of America
<PAGE>
Signed and Page Numbered in Accordance with Rule 0-3(b). Page 4 of 7.
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)
-----------------------
<FN>
(1) The exercise price is $0.65 per share.
</FN>
</TABLE>
<PAGE>
Signed and Page Numbered in Accordance with Rule 0-3(b). Page 5 of 7.
Item 4. Purpose of Transaction.
The Common Shares and warrants and options to purchase Common Shares
have been acquired by Mr. McMullin solely as a passive investment. Mr.
McMullin may acquire additional securities of the Issuer if further
securities can be acquired upon terms satisfactory to Mr. McMullin, if
additional capital may be required by the Issuer or as compensation for
his services as an officer or director. Except for the foregoing, Mr.
McMullin has no plans or proposals which would result in any of the
following:
(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 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 which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to 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 Act; or
(j) Any action similar to any of those enumerated above.
<PAGE>
Signed and Page Numbered in Accordance with Rule 0-3(b). Page 6 of 7.
Item 5. Interest in Securities of the Issuer.
(a) Mr. McMullin beneficially owns an aggregate of 1,517,,000
Common Shares, or 18.8% of the outstanding Common Shares as of
April 7, 1997, including 1,381,000 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 1,381,000 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 1,381,000 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.
The only transaction involving Common Shares effected by Mr.
McMullin during the past 60 days is the one 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 7 of 7.
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: April 14, 1997 /s/Charles J. McMullin
Charles J. McMullin
Chairman of the Board of Directors
