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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHURCHILL TECHNOLOGY, INC.
(Name of Issuer)
ASHRAF MARWAN
(Names of Person Filing Statements)
COMMON STOCK, PAR VALUE $.02 PER SHARE
(Title of Class of Securities)
171569 20 5
(CUSIP Number)
CRAIGH LEONARD, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK
10022
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule13G to report
the acquisition which is the subject of this Schedule13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with this statement. / /
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SCHEDULE 13D
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CUSIP NO. 171569 20 5
(1) Name of reporting persons................................ ASHRAF MARWAN
S.S. or I.R.S. identification Nos. of
above persons
.............................................................
(2) Check the appropriate box if a (a) / /
member of a group
(see instructions) (b) / /
(3) SEC use only ............................................
(4) Source of funds
(see instructions) ...................................... PF
(5) Check if disclosure of legal
proceedings is required pursuant to / /
items 2(d) or 2(e) ......................................
(6) Citizenship or place of
organization ............................................ EGYPT
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power ....................................... 28,580,768
(8) Shared voting power None
(9) Sole dispositive power .................................. 28,580,768
(10) Shared dispositive power................................ None
(11) Aggregate amount beneficially owned .................... 28,580,768
by each reporting person
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(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions) ................................................ / /
(13) Percent of class represented by amount in Row (11) ........... 19.7%
(14) Type of reporting person (see instructions) .................. IN
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CHURCHILL TECHNOLOGY, INC. SCHEDULE 13D
AMENDMENT NO. 2
NOTE: This Amendment No.2 amends and restates a Statement on Schedule 13D
filed on March 25, 1996, as amended by an Amendment No.1 filed on April 12,
1996, in each case by Ashraf Marwan.
This Amendment No.2 is being filed to amend Items 3 and 5 of the
Schedule 13D. The information reported in Items 1, 2, 4, 6 and 7 of the
Schedule 13D has not changed since the date of Amendment No.1 thereto.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D ("STATEMENT") relates to the Common Stock,
par value $0.02 per share (the "COMMON STOCK"), of Churchill Technology,
Inc., a Colorado corporation ("CHURCHILL"), the principal executive offices
of which are located at 181 Cooper Avenue, Tonowanda, New York 14150.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed on behalf of Ashraf Marwan (the "REPORTING
PERSON").
(a-c, f) The Reporting Person, a citizen of Egypt, has his business
address at 80 Park Street, Flat No.3, London W1Y 3HD, England. His present
principal occupation is private investor.
(d-e) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 15, 1996 the Reporting Person used $700,000 of personal funds to
purchase 14,000,000 shares of Common Stock pursuant to a Stock Purchase
Agreement set forth as EXHIBIT 1 hereto (the "STOCK PURCHASE AGREEMENT").
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On April 4 and 9, 1996, respectively, the Reporting Person used $375,000
and $135,000, respectively, of personal funds to purchase 7,500,000 and
2,700,000, respectively, shares of Common Stock pursuant to Stock Purchase
Agreements set forth as Exhibits 2 and 3 hereto, respectively (the "STOCK
PURCHASE AGREEMENTS").
On June 10, 1997 the Reporting Person used $91,899 of personal funds to
purchase 3,063,311 of Common Stock from Mr. Gamal Marwan who is referred to in
Item 5 below. The shares of Common Stock referred to in the preceding three
paragraphs are referred to as "Shares".
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition by the Reporting Person of Shares is being made as an
investment. As of the date hereof, the Reporting Person does not have any plan
or proposal which relates to or would result in any of the actions enumerated in
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person owns a total of 28,580,768 shares of Common
Stock or 19.7% of the 144,819,086 shares of Common Stock believed by the
Reporting Person to be outstanding. The Reporting Person notes that his
adult son, Gamal Mohamed Ashraf Marwan ("MR.GAMAL MARWAN"), who does not
share the residence of the Reporting Person, may be deemed to beneficially
own certain shares of Common Stock. Mr. Gamal Marwan has filed a Schedule
13D reporting his interests in Churchill. The Reporting Person disclaims
beneficial ownership of all shares of Common Stock beneficially owned by
Mr. Gamal Marwan.
(b) The Reporting Person has the sole power to vote and direct the
votes and the sole power to dispose and direct the disposition of all
shares of Common Stock held by him.
(c) Paragraph (c) of Item 5 of this Statement is not applicable to
the Reporting Person.
(d) No person other than the Reporting Person is known to have the
right to receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the shares of Common Stock owned by the
Reporting Person and shown in this Schedule 13D.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the information set forth in Items 3 and 5 of this Statement,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Person and any other person, with respect to
the securities of Churchill.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are filed herewith as exhibits to this Statement and are
incorporated herein by reference:
1. Stock Purchase Agreement, dated March 15, 1996, between Ashraf Marwan
and Churchill Technology, Inc. (previously filed as EXHIBIT 1 to the
initial Schedule 13D.)
2. Stock Purchase Agreement, dated as of April 4, 1996, between Ashraf
Marwan and Churchill Technology, Inc. (previously filed as EXHIBIT 1 to
the Amendment No. 1 to this Schedule 13D).
3. Stock Purchase Agreement, dated as of April 8, 1996, between Ashraf
Marwan and Churchill Technology, Inc. (previously filed as Exhibit 2 to
Amendment No. 1 to this Schedule 13D).
4. Power of Attorney dated April 9, 1996 by Ashraf Marwan appointing
Craigh Leonard and Ann F. Chamberlain, acting alone, as
attorneys-in-fact and agent.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
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Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated:
July 14, 1997
/s/ Craigh Leonard
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Craigh Leonard, as Agent and
Attorney-in-Fact for Ashraf Marwan
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EXHIBIT INDEX
Exhibit
1. Stock Purchase Agreement, dated March 15, 1996, between Ashraf Marwan and
Churchill Technology, Inc. (previously filed as EXHIBIT 1 to the initial
Schedule 13D).
2. Stock Purchase Agreement, dated as of April 4, 1996, between Ashraf Marwan
and Churchill Technology, Inc. (previously filed as EXHIBIT 1 to the
Amendment No. 1 to this Schedule 13D).
3. Stock Purchase Agreement, dated as of April 8, 1996, between Ashraf Marwan
and Churchill Technology, Inc. (previously filed as EXHIBIT 2 to Amendment
No. 1 to this Schedule 13D).
4. Power of Attorney dated April 9, 1996 by Ashraf Marwan appointing Craigh
Leonard and Ann F. Chamberlain, acting alone, as attorneys-in-fact and
agent.
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Exhibit 4
POWER OF ATTORNEY
Know all men by these presents that the undersigned constitutes and
appoints each of CRAIGH LEONARD and ANN F. CHAMBERLAIN, acting alone, his
true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all SEC Forms 3, Forms 4, Forms 5 and Schedules
13D and 13G and any all amendments thereto, and to file the same and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done, or have done or caused to
be done prior to this date, by virtue hereof.
Dated: April 9, 1996
/s/ Ashraf Marwan
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ASHRAF MARWAN
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