UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 28549
SCHEDULE 13D/A-1
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Datawatch Corporation
(Name of Issuer)
Common Stock
(Title Class of Securities)
237917109
(CUSIP Number)
Peter J. Minihane, c/o Microcom, Inc., 500 River Ridge Road
Norwood, Massachusetts 02062
(617) 551-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 5, 1995
(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. /__/
Check the following box if a fee is being paid with the
statement. /__/
SCHEDULE 13D
CUSIP No. 237917109 Page 1 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Microcom, Inc. 04-2710644
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFI- None
CIALLY
OWNED BY 8 SHARED VOTING POWER: None
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER: None
10 SHARED DISPOSITIVE POWER: None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 237917109 Page 2 of 5 Pages
Schedule 13D Attachment
EXPLANATORY STATEMENT
On October 9, 1992, the Reporting Person filed a Schedule
13D relative to its holding of 533,619 shares of the Common Stock
of Datawatch Corporation ("Datawatch"), a Delaware corporation.
This Amendment No. 1 sets forth changes in the information
previously filed due to the Reporting Person selling all of such
shares of the Common Stock of Datawatch as detailed in response
to Item 5(c) below.
This Amendment No. 1 restates the previously filed Schedule
13D pursuant to Rule 101(a)(2)(ii) of the Securities and Exchange
Commission's Regulation S-T.
Item 1. Security and Issuer
Common Stock
Datawatch Corporation
2345 Ballardvale Street
Wilmington, MA 01887
Item 2. Identity and Background
Corporation Name: Microcom, Inc.
State of Incorporation: Massachusetts
Principal Business: Manufacture of Hardware and
Software Products
Address: 500 River Ridge Drive
Norwood, MA 02062
Item 2(d) and Item 2(e): None
Officers and Directors:
Name and Title Address
Roland D. Pampel 500 River Ridge Drive
President and Chief Exec. Norwood, MA 02062
Officer
Richard A. Barbari 500 River Ridge Drive
Executive Vice President Norwood, MA 02062
Peter J. Minihane 500 River Ridge Drive
Executive Vice President, Norwood, MA 02062
Chief Financial Officer and
Treasurer
Lewis A. Bergins 500 River Ridge Drive
Executive Vice President Norwood, MA 02062
CUSIP No. 237917109 Page 3 of 5 Pages
William Andrews 500 River Ridge Drive
Vice President Norwood, MA 02062
Gregory Pearson 500 River Ridge Drive
Senior Vice President Norwood, MA 02062
Jerry L. Falk 500 River Ridge Drive
Vice President Norwood, MA 02062
Mark J. Freitas 500 River Ridge Drive
Vice President Norwood, MA 02062
Joseph P. King, Jr. 500 River Ridge Drive
Vice President Norwood, MA 02062
Elizabeth H. Rock 500 River Ridge Drive
Vice President Norwood, MA 02062
James M. Dow 46 Dudley Street
Chairman of the Board Brookline, MA 02146
Fred L. Luconi 819 Monument Street
Director Concord, MA 01742
Donald G. Kennedy c/o Elite Secretarial Systems
Director 5 Office Park
Hilton Head Island, SC 29928
John C. Rutherford c/o The Parthenon Group, Inc.
Director 200 State Street
Boston, MA 02109
Michael I. Schneider c/o Data General Corporation
Director 4400 Computer Drive, MS B232
Westboro, MA 01580
CUSIP No. 237917109 Page 4 of 5 Pages
Item 3. Source and Amount of Funds or Other Consideration:
In October 1992 Microcom, Inc. sold its Utilities Product
Group to Datawatch and received as consideration: $500,000 cash,
533,619 shares of common stock of Datawatch Corporation, and a
royalty based on the future sales of certain products.
Item 4. Purpose of Transaction:
See Item 3.
Item 5. Interest in Securities of the Issuer.
(a) None
(b) Not Applicable
(c) Sale of shares of Datawatch Common Stock by
Reporting Person:
Date of Sale Number of Shares Sold Price Per Share
11/29/95 25,000 $5.1875
11/30/95 115,000 $5.1275
12/1/95 10,000 $5.00
12/4/95 15,000 $5.00
12/5/95 368,619 $4.75
All such sales were effected on The Nasdaq Stock Market by
Dillon Read & Co. Inc. on behalf of the Reporting Person.
(d) Not Applicable
(e) December 5, 1995
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
CUSIP No. 237917109 Page 5 of 5 Pages
Signature
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.
MICROCOM, INC.
December 5, 1995 By: Peter J. Minihane
Chief Financial Officer
