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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
SYS
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(Name of Issuer)
No Par Common Stock
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(Title of Class of Securities)
871880 10 0
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(CUSIP Number)
Peter R. Pancione, Esq.
Gipson Hoffman & Pancione, P.C.
1901 Avenue of the Stars, Suite 1100, Los Angeles, CA 90067
(310) 556-4660
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 1997
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(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 / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
Page 1 of 9
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SCHEDULE 13D
CUSIP No. 871880 10 0 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert D. Mowry
SSN: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 118,059
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 587,516
REPORTING ----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 118,059
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10 SHARED DISPOSITIVE POWER
587,516
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,170 (See response to Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14 TYPE OF REPORTING PERSON*
IN
Page 2 of 9
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SCHEDULE 13D
CUSIP No. 871880 10 0 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Werner
SSN: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 208,654
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 208,654
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,170 (See response to Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14 TYPE OF REPORTING PERSON*
IN
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Page 3 of 9
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SCHEDULE 13D
CUSIP No. 871880 10 0 Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIG CANYON INVESTMENTS, a California corporation
TIN:33-067 5511
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 469,457
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 469,457
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,170 (See response to Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14 TYPE OF REPORTING PERSON*
CO
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Page 4 of 9
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SCHEDULE 13D
CUSIP No. 871880 10 0 Page 5 of 9 Pages
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ITEM 1. SECURITY AND ISSUER
The title and class of this statement relates to SYS's no par value
common stock (the "Common Stock"). SYS's principal executive offices are
located at 6363 Greenwich Drive, Suite 200, San Diego, California 92122.
The last known filing pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 is SYS's 1996 Annual Report on Form 10-K. Based on the
1996 Form 10-K of SYS, the undersigned believe there are 2,827,186
outstanding shares of Common Stock. The securities are not presently traded
on any national securities exchange.
ITEM 2. IDENTITY AND BACKGROUND
1) a) Name: Big Canyon Investments, Inc., a California corporation
b) Business address: 1280 Bison Avenue, B9-614, Newport Beach,
California 92660
c) Principal business: investments and management of investments
d) Criminal proceedings: none
e) Civil proceedings: none
f) Citizenship: a California corporation
2) a) Name: Robert D. Mowry
b) Business address: 19 Cherry Hills Lane, Newport Beach,
California 92660
c) Principal occupation: President of Big Canyon Investments, Inc.,
(see above for address and description); Mr. Mowry
was elected a director of SYS on March 19, 1997 and
is also is the President of North American
Timeshare, Inc., dba United Computer Systems, which
sells computer hardware and software, and provides
maintenance on the software. North American
Timeshare, Inc. has a business address at 8726
South Sepulveda Boulevard, Suite C171, Los Angeles,
California 90045
d) Criminal proceedings: none
e) Civil proceedings: none
f) Citizenship: US
3) a) Name: Charles H. Werner
b) Business address: Post Office Box 1966, Rancho Santa Fe,
California 92607
c) Principal occupation: Consultant, Director of SYS
d) Criminal proceedings: none
e) Civil proceedings: none
f) Citizenship: US
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Big Canyon Investments, Inc. directly borrowed, through an unsecured
note, $20,000 in funds from its sole shareholder, Robert D. Mowry to make the
purchase of 188,800 shares of Common Shares. (Mr. Mowry's personal funds were
used to fund the loan). Big Canyon Investments, Inc. borrowed, through an
unsecured loan from an unaffiliated third party, $15,885 for the purchase of the
150,000 shares. Big Canyon Investments, Inc. used its operating capital to
purchase the 200 shares of Common Stock, $21.20, and 130,457 shares of Common
Stock, $39,137.10.
Page 5 of 9
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SCHEDULE 13D
CUSIP No. 871880 10 0 Page 6 of 9 Pages
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Mr. Mowry used his personal funds to purchase of 17,000 shares of Common
Stock on or about April 1991. Mr. Mowry used $50,530 of his personal funds to
purchase 85,888 shares of Common Stock on March 19, 1997 and 15,171 shares of
Common Stock on March 21, 1997.
Mr. Werner used personal funds of $7,350 to acquire 19,600 shares of
Common Stock on December 29, 1989, funds of $29,972 from a pension plan of which
he is the beneficiary to acquire 79,925 shares of Common Stock on September 15,
1989, and funds of $25,896 from the same pension plan to acquire 99,600 shares
of stock on April 2, 1991. Mr. Werner used personal funds of $5,322 to purchase
8,446 shares of Common Stock on March 19, 1997 and 1,083 shares of Common Stock
on March 20, 1997.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Mowry, individually and through Big Canyon Investments, Inc., has
acquired the SYS shares of Common Stock, and plans to acquire additional shares,
with the goal of possibly changing the board of directors and possible control
over the management and policies of SYS. Mr. Mowry intends, through control of
SYS shares of Common Stock, to influence and develop SYS's future direction and
growth in the hi-tech governmental and non-defense related markets. Mr. Werner
initially obtained his Shares of Common Stock for investment, and presently
anticipates joining Mr. Mowry in changing the board of directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
1) a) Big Canyon Investments, Inc. holds 469,457 shares of Common Stock,
which represents 16.6% of the believed 2,287,186 outstanding shares of Common
Stock of SYS. Mr. Mowry now holds 118,059 shares of Common Stock, which
represents 4.2% of the believed 2,827,186 outstanding shares of Common Stock of
SYS.
Mr. Mowry, Big Canyon Investments, Inc. and Mr. Werner hold 796,170
shares of Common Stock, which represents 28.2% of the believed 2,827,186
outstanding shares of Common Stock.
b) As Mr. Mowry is the sole shareholder of Big Canyon Investments, Inc.,
he beneficially owns and controls all of Big Canyon Investments, Inc.'s shares
as it relates to voting and disposition.
c) On May 22, 1996, Big Canyon Investments, Inc. purchased 188,800 shares
of Common Stock from Citicorp Venture Capital Ltd., with payment to their agent
Sycamore Management Corporation, for $20,000 (or approximately 10.6 cents per
share) in a private purchase transaction. The transaction was effected by
telephone and facsimile, and the exchange of documents and payment was by
overnight delivery between the seller in New York, the seller's agent in New
Jersey, and the buyer in California.
On July 26, 1996, Big Canyon Investments, Inc. purchased an additional
150,000 shares of Common Stock from Camp, Dresser and McKee for $15,885 (or
approximately 10.6 cents per share) in a private purchase transaction. The
transaction was effected by telephone and facsimile, and the exchange of
documents and payment was by overnight delivery between the seller in Cambridge,
Massachusetts and the buyer in California.
On October 16, 1996, Big Canyon Investments, Inc. purchased an additional
200 shares of Common Stock from the State of Kansas for $21.20 (approximately
10.6 cents per share) in a private transaction. The transaction was effected by
telephone and facsimile, and the exchange of documents and payment was by
overnight delivery between the Seller in Kansas and the Buyer in California.
On November 25, 1996, Big Canyon Investments, Inc. purchased an
additional 130,457 shares of Common Stock from the State of California for
$39,137.10 (approximately 30 cents per share) in a private transaction. The
transaction was effected in a brokerage transaction through the Seller's broker,
Prudential Securities, to whom a commission of $1,956.86 was paid by Big Canyon
Investments, Inc.
Page 6 of 9
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SCHEDULE 13D
CUSIP No. 871880 10 0 Page 7 of 9 Pages
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On March 19, 1997 and March 21, 1997, Mr. Mowry purchased an additional
101,059 shares of Common Stock in two private transactions. The transactions
were effected by telephone, facsimile, and personal meetings, and the
exchange of documents and payment was by personal delivery. Although Mr.
Mowry has paid for the shares of Common Stock, the share certificate
representing 4,138 shares of Common Stock has been lost by the seller and the
transfer of the shares of Common Stock will occur when the procedures for
replacing lost certificates has been completed.
Mr. Mowry has owned 17,000 of his shares of Common Stock for over sixty
days.
d) No other 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 above securities, except as indicated above.
e) Not applicable.
2) a) Mr. Werner holds 208,654 shares of Common Stock which represents
7.4% of the believed 2,827,186 outstanding shares of SYS Common Stock.
Mr. Mowry, Big Canyon Investments, Inc. and Mr. Werner hold 796,170
shares of Common Stock, which represents 28.2% of the believed 2,827,186
outstanding shares of Common Stock.
b) Mr. Werner has sole vesting power and disposition power of the SYS
shares of Common Stock.
c) Mr. Werner has owned 199,125 of his shares of Common Stock for more
than 60 days. On March 19, 1997, Mr. Werner purchased an additional 8,446
shares of Common Stock in two private transactions. On March 20, 1997, Mr.
Werner purchased 1,053 shares of Common Stock in a private transaction. The
transactions were effected by telephone, facsimile and overnight mail and
payment was made by personal delivery and overnight mail. Although Mr.
Werner paid for the shares of Common Stock, the share certificate
representing 5,570 shares of Common Stock has been lost by the seller and the
transfer of the shares of Common Stock will occur when the procedures for
replacing lost certificates has been completed.
d) No other person is known to have the rights to receive or the power
to direct the receipt of dividends from, or the proceeds in the sale of, the
above securities.
e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Due to the relationship identified above in Item 5(1)(b), Mr. Mowry has
complete discretion and control over all of the securities held by Big
Canyon Investments, Inc. Mr. Werner has Mr. Mowry have an informal
understanding to vote their shares of Common Stock in a manner which will
achieve the purposes set forth in Item 4 above.
Page 7 of 9
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SCHEDULE 13D
CUSIP No. 871880 10 0 Page 8 of 9 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement to File Single Statements.
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. This statement is being filed on behalf of all the parties
identified in Item 2 above.
Dated: March 28, 1997 Big Canyon Investments, Inc.,
a California corporation
By: /s/ Robert D. Mowry
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Robert D. Mowry
Its: Its President
/s/ Robert D. Mowry
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Robert D. Mowry
/s/ Charles H. Werner
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Charles H. Werner
Page 8 of 9
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SCHEDULE 13D
CUSIP No. 871880 10 0 Page 9 of 9 Pages
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EXHIBIT A
AGREEMENT TO FILE SINGLE STATEMENT
This agreement is entered into the 28th day of March, 1997, by and between
Charles H. Werner, Robert D. Mowry and Big Canyon Investments, Inc., a
California corporation.
RECITALS
A. The parties are aligned in interest regarding the ownership and control
of SYS no par value common shares; and
B. The parties desire that a single Schedule 13D be filed on each of their
behalf.
NOW, THEREFORE, the parties agree that a single Schedule 13D shall be
filed on behalf of each of them by Mr. Mowry, and that all filing costs be
payable by Big Canyon Investments, Inc.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement to file Single Statement as of the day and year first written
above.
BIG CANYON INVESTMENTS, INC.,
a California corporation
By: /s/ Robert D. Mowry
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Robert D. Mowry, President
/s/ Robert D. Mowry
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Robert D. Mowry
/s/ Charles H. Werner
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Charles H. Werner
Page 9 of 9
