Signed and page numbered in accordance with Rule 0-3(b). Page 1 of 11.
The Exhibit Index can be found on Page 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)
Charles J. McMullin
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 Notices and 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: [ ]
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 11.
CUSIP NO. 002448108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Charles F. Trapp
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: [ ](a)
[ ](b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
OO, SC
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:
1,220,000
NUMBER OF
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY None
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 1,220,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,220,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW (11):
15.4%
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 11.
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 F. Trapp
(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) Vice President, Finance
(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 11.
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 60,000 $60,000 Company Loan(1)
Options 09/20/96 60,000 Service as an Not Applicable
Officer(2)
Options 04/07/97 1,100,000 Service as an Not Applicable
Officer(3)
-----------------------
<FN>
(1) Mr. Trapp acquired 60,000 common shares at $1.00 per share in
a private placement dated September 20, 1996 with a note to
the Company for $60,000 secured by the shares bearing an
annual interest rate of 6.1% and maturing October 1, 1999. As
of April 7, 1997, $40,000 remained outstanding under this
note.
(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.
</FN>
</TABLE>
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 5 of 11.
Item 4. Purpose of Transaction.
The Common Shares and options to purchase Common Shares have been
acquired by Mr. Trapp solely as a passive investment. Mr. Trapp may
acquire additional securities of the Issuer if further securities can
be acquired upon terms satisfactory to Mr. Trapp, 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. Trapp 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 11.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Trapp beneficially owns an aggregate of 1,220,000 Common
Shares, or 15.4% of the outstanding Common Shares as of April
14, 1997, including 1,160,000 Common Shares which Mr. Trapp
has the right to acquire within 60 days pursuant to options.
(b) Mr. Trapp has the sole power to vote or to direct the vote of
60,000 Common Shares. The 1,160,000 Common Shares held subject
to options, do not carry any voting rights unless and until
such options are exercised. Mr. Trapp has sole power to
dispose or to direct the disposition of 60,000 Common Shares
and options and to purchase 1,160,000 Common Shares.
(c) On April 7, 1997, Mr. Trapp 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.
Trapp 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.
1. Promissory Note dated September 20, 1996 in the principal amount
of $60.000.
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 7 of 11.
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 F. Trapp
Charles F. Trapp
Vice President, Finance
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 8 of 11.
<TABLE>
<CAPTION>
EXHIBIT INDEX
PAGE NUMBERED IN SEQUENTIAL
NUMBERING SYSTEM AS
EXHIBIT DESCRIBED IN RULE 0-3(b)
INDEX DESCRIPTION OF INDEX WHERE EXHIBIT CAN BE FOUND
<S> <C> <C>
1 Promissory Note dated Spetember 20, 1996 in Page 9.
the principal amount of $60,000.
</TABLE>
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 9 of 11.
EXHIBIT 1
NON-RECOURSE PROMISSORY NOTE
$60,000.00 Date: September 30, 1996
Mount Laurel, New Jersey
FOR VALUE RECEIVED, the undersigned (the "Maker") promises to pay to the order
of AW Computer Systems, Inc., a New Jersey corporation, or its registered
assigns (the "Holder"), the principal sum of Sixty Thousand Dollars ($60,000.00)
together with interest thereon at the rate of six and one-tenths percent (6.1%)
per annum. The rights, claims, duties and liabilities of the parties hereto are
subject to and controlled by the following terms and conditions:
1. Method and Place of Payment.
Payments of principal, as well as interest pursuant to Paragraph 5
below, shall be made in lawful money of the United States of America at
the principal place of business of the Holder as specified below, or at
such other location as it may hereafter designate.
2. Date of Principal Payment.
The entire principal amount of the Note shall be payable in full on
September 30, 1999.
3. Prepayment.
The Maker shall have the privilege and option, without penalty or
forfeiture, to pay the entire principal amount of this Note or any part
at any time to its due date.
4. Security.
To provide the Holder with better assurance that the debt evidenced by
this Note will be timely satisfied, the Maker shall execute and deliver
to the Holder the certificate or certificates evidencing the Class A
Common Shares of the Holder purchased with the proceeds of the Note
(the "Shares"). In the event of Maker's default under this Note, the
Holder's sole recourse shall be to the Shares and the Holder shall not
seek to obtain any deficiency through any money judgment against the
Maker.
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 10 of 11.
5. Payment of Interest.
Interest shall be due and payable on the unpaid principal outstanding
from time to time at the aforesaid rate of interest on each anniversary
of the term of this Note. In the event interest is not paid on the
anniversary date, the interest will be added to the unpaid principal
balance and be due and payable at maturity.
6. Default; Acceleration of Obligation; Additional Interest.
In the event of a failure by the Maker to fully satisfy the principal
payment and any unpaid interest within ten days following its due date,
the entire obligation of the Maker shall be in default, the unpaid
principal and interest balances shall be immediately due and payable
and interest on the principal balance shall thereafter accrue at the
maximum annual rate allowable by law unless the shares held as security
are returned at which point the note will be satisfied and returned,
marked "Paid in Full".
7. Collection.
Should it become necessary to collect this note through an attorney,
the Maker shall pay all costs incurred by or accruing to the Holder in
making such collection, including a reasonable attorney's fee.
8. Waiver.
The Maker waives presentment for payment, notice of non-payment,
protest and notice of protest, and any other notice which might
otherwise be required in connection with the delivery, acceptance,
performance, default or enforcement of the payment of this Note. The
Holder shall not be deemed by any act or omission to have waived any
right or remedy hereunder unless and only to the extent expressed in a
written instrument dated subsequent to the date hereof and executed by
the Holder, and any such waiver so expressed with respect to a
particular event shall not be interpreted as having a continuing effect
on or as a waiver of any right or remedy with respect to a particular
event shall not be interpreted as having a continuing effect on or as a
waiver of any right or remedy with respect to any subsequent event.
9. Notices.
All notices or other communications required or permitted to be given
pursuant to this Note shall be in writing and shall be considered
properly given or made if hand delivered, mailed from within the United
States by certified or registered mail, or sent by prepaid telegram:
<PAGE>
Signed and page numbered in accordance with Rule 0-3(b). Page 11 of 11.
a. if to the Holder:
AW Computer Systems, Inc.
9000A Commerce Parkway
Mount Laurel, NJ 08054
b. if to the Maker:
Charles F. Trapp
1158 Staffler Road
Bridgewater, NJ 08807
or to such other address as either party shall have furnished to the
other. All notices, except of change of address, shall be deemed given
when mailed and notices of change of address shall be deemed given when
received.
10. Entire Agreement.
This Note and any other document expressly identified herein constitute
the entire understanding of the parties with respect to the subject
matter hereof, and no amendment, modification or alteration of the
terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by the
Maker and Holder.
11. Governing Law and Venue.
The Maker acknowledges and agrees that irrespective of where executed,
this Note shall be construed in accordance with the laws of the State
of New Jersey, and venue for any legal action which may be brought
hereunder shall be deemed to lie in any state court in the State of New
Jersey.
IN WITNESS WHEREOF, the undersigned Maker has executed this Note as of the date
first written above.
Charles F. Trapp, Maker
By:/s/Charles F. Trapp
Charles F. Trapp
