Signed and page numbered in accordance with Rule 0-3(b). Page 1 of 8.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)
AW Computer Systems, Inc.
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
002448108
(CUSIP Number)
Patricia Sunseri
c/o 1030 Century Building, 130 Seventh Street, Pittsburgh, PA 15222
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 5, 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 8.
CUSIP NO.002448108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Patricia Sunseri
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: [ ](a)
[ ](b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
OO, 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:
420,300
NUMBER OF 8. SHARED VOTING POWER:
SHARES None
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 420,300
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER
WITH None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
420,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11):
5.9%
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 8.
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 - Patricia Sunseri
(b) Residence or Business Address - c/o Mylan Laboratories, Inc.
1030 Century Building
130 Seventh Street
Pittsburgh, PA 15222
(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) Vice President
(ii) Mylan Laboratories, Inc.
(iii) Pharmaceutical Company
(iii) 1030 Century Building
130 Seventh Street
Pittsburgh, PA 15222
(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 8.
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 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 25,000 $25,000(1) Personal Funds
Options 09/20/96 62,500 Service as a Not Applicable
Director(2)
Options 04/07/97 100,000 Service as a Not Applicable
Director(3)
Warrants 05/02/97 40,000 $20,000(4) Personal Funds
Warrants 06/28/97 72,800 $36,400(5) Cancellation of
Debt
Warrants 12/05/97 120,000 $40,000(6) Personal Funds
<FN>
(1) Ms. Sunseri acquired 25,000 common shares at $1.00 per share
in a private placement dated September 20, 1996.
(2) The exercise price is $1.00 per share.
(3) The exercise price is $0.65 per share.
(4) In connection with a private placement of units by the Issuer
on May 2, 1997, Ms. Sunseri purchased 200 units, consisting of
200 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 40,000 Common Shares at $0.50 per share,
for an aggregate purchase price of $20,000. Each unit has a
purchase price of $100. The warrants are exercisable
commencing on April 28, 1997 and ending on April 27, 1999.
(5) In connection with a private placement of units by the Issuer
in June 1997, Ms. Sunseri purchased 364 units, consisting of
364 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 72,800 Common Shares at $0.50 per share,
for an aggregate purchase price of $36,400. 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 Ms. Sunseri. In
a related transaction, Ms. Sunseri, 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.
(6) In connection with a private placement of securities by the
Issuer on December 5, 1997, Ms. Sunseri purchased 400 shares
of Series A 10% Redeemable Preferred Stock and related
warrants to purchase 120,000 Common Shares at $0.40 per share,
for an aggregate purchase price of $40,000. The warrants are
exercisable commencing on December 5, 1997 and ending on
December 4, 1999. Ms. Sunseri exchanged a $40,000 Demand Note
for the 400 shares of Series A 10% Redeemable Preferred Stock
and warrants.
</FN>
</TABLE>
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 5 of 8.
Item 4. Purpose of Transaction.
The Common Shares and options to purchase Common Shares have been
acquired by Ms. Sunseri solely as a passive investment. Ms. Sunseri may
acquire additional securities of the Issuer if further securities can
be acquired upon terms satisfactory to Ms. Sunseri if additional
capital may be required by the Issuer or as compensation for her
services as an officer or director. Except for the foregoing, Ms.
Sunseri 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 8.
Item 5. Interest in Securities of the Issuer.
(a) Ms. Sunseri beneficially owns an aggregate of 420,300 Common
Shares, or 5.9% of the outstanding Common Shares as of
December 5, 1997, including 395,300 Common Shares which Ms.
Sunseri has the right to acquire within 60 days pursuant to
options.
(b) Ms. Sunseri has the sole power to vote or to direct the vote
of 25,000 Common Shares. The 395,300 Common Shares held
subject to options, do not carry any voting rights unless and
until such options are exercised. Ms. Sunseri has sole power
to dispose or to direct the disposition of the 25,000 Common
Shares, and the options and warrants to purchase 395,300
Common Shares.
(c) On August 28, 1996, Ms. Sunseri received a grant of options to
purchase 62,500 Common Shares, at an exercise price of $1.00
per share, with a term of five years from the date of grant.
The options were granted by the Issuer as compensation for her
services as a Director.
On April 7, 1997, Ms. Sunseri received a grant of options to
purchase 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 her
services as a Director.
In connection with a private placement of units by the Issuer
on May 2, 1997, Ms. Sunseri purchased 200 units, consisting of
200 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 40,000 Common Shares at $0.50 per share,
for an aggregate purchase price of $20,000. Each unit has a
purchase price of $100. The warrants are exercisable
commencing on April 28, 1997 and ending on April 27, 1999.
In connection with a private placement of units by the Issuer
in June 1997, Ms. Sunseri purchased 364 units, consisting of
364 shares of 10% Redeemable Preferred Stock and related
warrants to purchase 72,800 Common Shares at $0.50 per share,
for an aggregate purchase price of $36,400. 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 Ms. Sunseri. In
a related transaction, Ms. Sunseri, 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.
In connection with a private placement of securities by the
Issuer on December 5, 1997, Ms. Sunseri purchased 400 shares
of Series A 10% Redeemable Preferred Stock and related
warrants to purchase 120,000 Common Shares at $0.40 per share,
for an aggregate purchase price of $40,000. The warrants are
exercisable commencing on December 5, 1997 and ending on
December 4, 1999. Ms. Sunseri exchanged a $40,000 Demand Note
for the 400 shares of Series A 10% Redeemable Preferred Stock
and warrants.
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 7 of 8.
The only transaction involving Common Shares effected by Ms.
Sunseri 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 8 of 8.
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: December 12, 1997 /s/Patricia Sunseri
Patricia Sunseri
