UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)
SYS
(Name of Issuer)
No Par Common Stock
(Title of Class of Securities)
785070 10 3
(CUSIP Number)
Bruce A. Spear
Lewis, Hoxie & Spear
4330 La Jolla Village Drive, Suite 330, San Diego, California 92122
619-535-0330
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 23, 1998
(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 ofRule 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.)
SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Charles H. Werner
SSN: ###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) /x/
(b) / /
3. SEC Use Only..............................................................
4. Source of Funds
PF; OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(e) or 2(e).......................
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares 587,075
Beneficially ....................................................
Owned by 8. Shared Voting Power
Each Reporting 785,796
Person With ....................................................
9. Sole Dispositive Power
587,075
....................................................
10. Shared Dispositive Power
785,796
11. Aggregate Amount Beneficially Owned by Each Reporting Person
785,796
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ........
13. Percent of Class Represented by Amount in Row (11)
24.96%
14. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Charnan, Inc., a California corporation
EIN: 95-3309419
2. Check the Appropriate Box if a Member of a Group
(a) /x/
(b) / /
3. SEC Use Only..............................................................
4. Source of Funds
WC; OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(e) or 2(e).......................
6. Citizenship or Place of Organization
California/U.S.A.
Number of 7. Sole Voting Power
Shares 198,721
Beneficially ....................................................
Owned by 8. Shared Voting Power
Each Reporting 0
Person With ....................................................
9. Sole Dispositive Power
198,721
....................................................
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
785,796
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ........
13. Percent of Class Represented by Amount in Row (11)
24.96%
14. Type of Reporting Person
CO
Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is SYS's no par value common stock (the "Common Stock"). SYS's
principal executive offices are located at 9620 Chesapeake Drive, Suite 201,
San Diego, California 92123.
Item 2. Identity and Background
1. (a) Name: Charles H. Werner
(b) Business address: Post Office Box 1966, Rancho Santa Fe, CA 92067
(c) Principal occupation: Consultant, Director of SYS, President of
Charnan, Inc.
(d) Criminal proceedings: None
(e) Civil proceedings: None
(f) Citizenship: U.S.A.
2. (a) Name: Charnan, Inc., a California corporation
(b) Business address: Post Office Box 1966, Rancho Santa Fe, CA 92067
(c) Principal business: Investments and Consulting
(d) Criminal proceedings: None
(e) Civil proceedings: None
(f) Citizenship: a California corporation
The purposes of this filing are: (a) to report that Mr. Werner and
Charnan, Inc., are no longer members of a group which, as shown on previous
statements, included Robert D. Mowry and American Technology Investments,
Inc., a California corporation; and (b) that Mr.Werner and Charnan, Inc., no
longer have any understanding or plan to act jointly or in concert with Mr.
Mowry and American Technology Investments, Inc., regarding the voting of
Common Stock of SYS.
Item 3. Source and Amount of Funds or other Consideration
No securities of SYS have been acquired by Mr. Werner or by Charnan,
Inc., since the last filing of a Schedule 13D on their behalf. As noted
above, the purposes of this filing are: (a) to report that Mr. Werner and
Charnan, Inc., are no longer members of a group which, as shown on
previous statements, included Robert D. Mowry and American Technology
Investments, Inc., a California corporation; and (b) that Mr. Werner and
Charnan, Inc., no longer have any understanding or plan to act jointly or in
concert with Mr. Mowry and American Technology Investments, Inc., regarding
the voting of Common Stock of SYS.
Item 4. Purpose of Transaction
No securities of SYS have been acquired by Mr. Werner or by Charnan,
Inc., since the last filing of a Schedule 13D on their behalf. As noted
above, the purposes of this filing are: (a) to report that Mr. Werner and
Charnan, Inc., are no longer members of a group which, as shown on
previous statements, included Robert D. Mowry and American Technology
Investments, Inc., a California corporation; and (b) that Mr. Werner and
Charnan, Inc., no longer have any understanding or plan to act jointly or in
concert with Mr. Mowry and American Technology Investments, Inc., regarding
the voting of Common Stock of SYS.
In a Schedule 13D/A filed on behalf of Mr. Mowry, Mr. Werner, and
American Technology Investments, Inc., a California corporation, on June 11,
1997 (the "June 11, 1997 13D/A"), the following statement was set forth at
Item 4:
Mr. Mowry, individually and through Big Canyon Investments, Inc. and
American Technology Investments, Inc., has acquired the SYS shares of
Common Stock, and plans to acquire additional shares, with the goal of
changing the board of directors through a special shareholders' meeting,
which Mr. Mowry and Big Canyon Investments, Inc. have requested and
which is anticipated will be held during the last ten days of June, and
gaining 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 will join Mr. Mowry in
changing the board of directors and gaining control over the management
and policies of SYS. Mr. Werner, with Mr. Mowry, intends to influence
and develop SYS's future direction and growth in the high-tech
governmental and non-defense related markets.
The goals described above regarding the changing of the board of directors and
management of SYS have been achieved. As noted above, the purposes of this
filing are: (a) to report that Mr. Werner and Charnan, Inc., are no longer
members of a group which, as shown on previous statements, included Robert D.
Mowry and American Technology Investments, Inc., a California corporation; and
(b) that Mr. Werner and Charnan, Inc., no longer have any understanding or
plan to act jointly or in concert with Mr. Mowry and American Technology
Investments, Inc., regarding the voting of Common Stock of SYS.
Item 5. Interest in Securities of the Issuer
(a) Mr. Werner holds 587,075 shares of Common Stock which represents
approximately 18.65% of the 3,148,518 outstanding shares of SYS Common Stock;
and Charnan, Inc., holds 198,721 shares of Common Stock which represents
approximately 6.3% of the 3,148,518 outstanding shares of SYS Common Stock.
Together, Mr. Werner and Charnan, Inc., hold an aggregate of 785,796, or
approximately 24.96%, of the 3,148,518 outstanding shares of SYS Common Stock.
(b) Mr. Werner has sole voting and disposition power as to his shares;
and he has shared power to vote, and to dispose of, the shares of
Common Stock held by Charnan, Inc.
(c) There have been no transactions in the Common Stock of SYS during
the past sixty days either by Mr. Werner or by Charnan, Inc.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Mr. Werner has voting power as to the shares of SYS Common Stock held by
Charnan, Inc.
Except as set forth in the preceding sentence, neither Mr. Werner nor Charnan,
Inc., is a party to any
contracts, arrangements, understandings or relationships with respect to
securities of SYS.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement to File Single Statement
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.
Dated: September 24, 1998
/s/ Charles H. Werner
Charles H. Werner
Charnan, Inc., a California corporation
By: /s/ Charles H. Werner
Charles H. Werner, its President
SCHEDULE 13D
EXHIBIT A
AGREEMENT TO FILE SINGLE STATEMENT
This Agreement is entered into on September 24, 1998, by and between Charles
H. Werner ("Mr. Werner")
and Charnan, Inc., a California corporation ("Charnan"), who agree as follows:
1. Mr. Werner and Charnan are aligned in interest regarding the ownership
and control of the no par
value common stock of SYS which they hold.
2. Mr. Werner and Charman agree that a single Schedule 13D (and any
amendments thereto) shall be
filed by Mr. Werner on their joint behalf.
Mr. Werner and Charman have executed and delivered this Agreement on September
24, 1998.
/s/ Charles H. Werner
Charles H. Werner
Charnan, Inc., a California corporation
By: /s/ Charles H. Werner
Charles H. Werner, its President
