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. 2)
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)
December 2, 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 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:
660,400*
NUMBER OF
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 660,400*
PERSON
WITH 10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
660,400*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11):
9.2%*
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
ownership.
*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. 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, New Jersey 08054. This Amendment No. 2 to
Schedule 13D amends Amendment No. 1 to Schedule 13D dated June 27, 1997 and
filed with the Securities and Exchange Commission (the "SEC") on or about that
date. Amendment No. 1 amends Schedule 13D of Peter DeAngelis, dated April 7,
1997 and filed with the SEC on or about that date, (such schedule, 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
Warrants(7) 12/2/97 75,000 $25,000 Personal Funds
<FN>
(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.
(Footnotes continued on next page)
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 4 of 7.
(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 ownership.
(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 Series A 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 ownership.
(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 Series A 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 ownership.
(7) In connection with a private placement of units by the Issuer
on December 2, 1997, Peter DeAngelis purchased 250 shares of
Series A 10% Redeemable Preferred Stock and related warrants
to purchase 75,000 Common Shares at $0.40 per share, for an
aggregate purchase price of $25,000. The warrants are
exercisable commencing on December 2, 1997 and ending on
December 1, 1999.
</FN>
</TABLE>
<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 660,400
Common Shares, or 9.2% of the outstanding Common Shares as of
December 2, 1997, including 430,500 Common Shares which Peter
DeAngelis has the right to acquire within 60 days pursuant to
options and warrants. Included are 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
ownership.
(b) Peter DeAngelis has the sole power to vote or to direct the
vote over 660,400 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 660,400 Common Shares and does not share the
power to dispose or to direct the disposition of any Common
Shares. Included are 430,500 Common Shares held subject to
options and warrants which do not carry any voting rights
unless and until such warrants and options are exercised. Also
included are 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 ownership.
(c) In connection with a private placement of units by the Issuer
on December 1, 1997, Peter DeAngelis purchased 250 shares of
Series A 10% Redeemable Preferred Stock and related warrants
to purchase 75,000 Common Shares at $0.40 per share, for an
aggregate purchase price of $25,000. The warrants are
exercisable commencing on December 2, 1997 and ending on
December 1, 1999.
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 Series A 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 ownership.
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 6 of 7.
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 Series A 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 ownership.
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.
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: December 2, 1997 /s/Peter J. DeAngelis
Peter J. DeAngelis
