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)
Peter J. DeAngelis
c/o PDA Associates, Inc., P.O. Box 284, Ironia, NJ 07845 (201) 543-4002
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 27, 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:
Peter J. DeAngelis
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 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:
585,400*
NUMBER OF
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 585,400*
PERSON
WITH 10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
585,400*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11):
8.2%*
14. TYPE OF REPORTING PERSON:
IN
* Includes 50,500 Common Shares and warrants to purchase 106,900 Common Shares
held by Margaret O. DeAngelis, the spouse of Peter J. DeAngelis, as to which
shares and warrants Peter DeAngelis disclaims beneficial onwership.
*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.
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 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. 1 to
Schedule 13D amends the original Schedule 13D of Peter DeAngelis, dated April 7,
1997 and filed with the Securities and Exchange Commission ("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 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>
Common Shares 11/01/94 37,000 Consulting Not Applicable
Services
Warrants(1) 04/27/95 96,000(4) $4,800 Personal Funds
Common Shares(1) 04/27/95 96,000(4) $48,000 Personal Funds
Options(2) 11/01/96 50,000 Consulting Not Applicable
Services
Options(3) 04/07/97 250,000 Consulting Not Applicable
Services
Warrants(5) 04/28/97 20,000 $10,000 Personal Funds
Warrants(6) 06/27/97 36,400 $18,200 Cancellation
of Debt
</TABLE>
(1) The Warrants and Common Shares were purchased as part of a
unit offering consummated in April 1995, each unit consisting
of one Common Share and a warrant to purchase one additional
Common Share. The purchase price of each unit was $0.55, or an
aggregate consideration of $52,800. $0.05 of the purchase
price of each unit was separately allocated to the warrants.
(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) Includes 50,500 Common Shares and warrants to purchase 50,500
Common Shares held by Margaret O. DeAngelis, the spouse of the
Peter J. DeAngelis, as to which shares and warrants Peter
DeAngelis disclaims beneficial onwership.
(Footnotes continued on next page)
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Signed and page numbered in accordance with Rule 0-3(b). Page 4 of 7.
(5) In connection with a private placement of units by the Issuer
in April 1997, Margaret DeAngelis purchased 100 units,
consisting of 100 shares of 10% Redeemable Preferred Stock and
related warrants to purchase 20,000 Common Shares at $0.50 per
share, for an aggregate purchase price of $10,000. Each unit
has a purchase price of $100. The warrants are exercisable
commencing on April 28, 1997 and ending on April 27, 1999.
These warrants are held by Margaret O. DeAngelis, the spouse
of the Peter J. DeAngelis, as to which warrants Peter
DeAngelis disclaims beneficial onwership.
(6) In connection with a private placement of units by the Issuer
in June 1997, Margaret DeAngelis purchased 182 units,
consisting of 182 shares of 10% Redeemable Preferred Stock and
related warrants to purchase 36,400 Common Shares at $0.50 per
share, for an aggregate purchase price of $18,200. 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 Margaret
DeAngelis. In a related transaction, Margaret DeAngelis,
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. These warrants are held by Margaret
O. DeAngelis, the spouse of the Peter J. DeAngelis, as to
which warrants Peter DeAngelis disclaims beneficial onwership.
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 5 of 7.
Item 5. Interest in Securities of the Issuer.
(a) Peter DeAngelis beneficially owns an aggregate of 585,400
Common Shares, or 8.2% of the outstanding Common Shares as of
June 27, 1997, including 345,500 Common Shares which Peter
DeAngelis has the right to acquire within 60 days pursuant to
options and warrants. Excludes 50,500 Common Shares and
warrants to purchase 106,900 Common Shares held by Margaret O.
DeAngelis, the spouse of Peter J. DeAngelis, as to which
shares and warrants Peter DeAngelis
disclaims beneficial owership.
(b) Peter DeAngelis has the sole power to vote or to direct the
vote over 585,400 Common Shares and does not share the power
to vote or to direct the vote over any Common Shares. Peter
DeAngelis has the sole power to dispose or to direct the
disposition of 428,000 Common Shares and does not share the
power to dispose or to direct the disposition of any Common
Shares. Included are 345,500 Common Shares held subject to
options and warrants which do not carry any voting rights
unless and until such warrants and options are exercised.
Excludes 50,500 Common Shares and warrants to purchase 106,900
Common Shares held by Margaret O. DeAngelis, the spouse of
Peter J. DeAngelis, as to which shares and warrants Peter
DeAngelis disclaims beneficial onwership.
(c) In connection with a private placement of units by the Issuer
in April 1997, Margaret O. DeAngelis purchased 100 units,
consisting of 100 shares of 10% Redeemable Preferred Stock and
related warrants to purchase 20,000 Common Shares at $0.50 per
share, for an aggregate purchase price of $10,000. Each unit
has a purchase price of $100. The warrants are exercisable
commencing on April 28, 1997 and ending on April 27, 1999.
These warrants are held by Margaret O. DeAngelis, the spouse
of the Peter J. DeAngelis, as to which warrants Peter
DeAngelis disclaims beneficial onwership.
In connection with a private placement of units by the Issuer
in June 1997, Margaret O. DeAngelis purchased 182 units,
consisting of 182 shares of 10% Redeemable Preferred Stock and
related warrants to purchase 36,400 Common Shares at $0.50 per
share, for an aggregate purchase price of $18,200. 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 Margaret
DeAngelis. In a related transaction, Margaret DeAngelis,
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. These warrants are held by Margaret
O. DeAngelis, the spouse of the Peter J. DeAngelis, as to
which warrants Peter DeAngelis disclaims beneficial onwership.
The only transaction involving Common Shares effected by Peter
DeAngelis during the past 60 days are the ones reflected
above.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 6 of 7.
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: July 15, 1997 /s/Peter J. DeAngelis
Peter J. DeAngelis
