UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
TECHNICAL COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, $0.10 par value per share
(Title of Class of Securities)
878 409 101
(CUSIP Number)
M. Mahmud Awan, Ph. D. Paul Bork, Esq.
TechMan International Corporation Hinckley, Allen & Snyder
240 Sturbridge Road 28 State Street
Charlton City, Massachusetts 01506 Boston, Massachusetts 02109
(508) 248-3211 (617) 345-9000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 4, 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 of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
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 coverage 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>
1. Name of Reporting Person: M. Mahmud Awan
SS or IRS Identification Number of the Above Person:
2. Check the Appropriate Box if a Member of a Group: (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF
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: 158,828 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 158,828 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 158,828
shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 12.4%
14. Type of Reporting Person: IN
<PAGE>
1. Name of Reporting Person: Philip A. Phalon
SS or IRS Identification Number of the Above Person:
2. Check the Appropriate Box if a Member of a Group: (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF
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: 3,750 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 3,750 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,750 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
<PAGE>
1. Name of Reporting Person: Robert B. Bregman
SS or IRS Identification Number of the Above Person:
2. Check the Appropriate Box if a Member of a Group: (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF
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: 2,700 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 2,700 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,700 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: IN
<PAGE>
1. Name of Reporting Person: William C. Martindale, Jr.
SS or IRS Identification Number of the Above Person:
2. Check the Appropriate Box if a Member of a Group: (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF
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: 10,000 shares
8. Shared Voting Power: 67,000 shares
9. Sole Dispositive Power: 10,000 shares
10. Shared Dispositive Power: 67,000 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 77,000 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [X]
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer
The Statement of M. Mahmud Awan, Philip A. Phalon, Robert B. Bregman and
William C. Martindale, Jr. (the "Purchasing Group") on Schedule 13D dated April
3, 1998, as amended and supplemented by Amendment No. 1 dated May 15, 1998,
Amendment No. 2 dated May 22, 1998, Amendment No. 3 dated June 9, 1998,
Amendment No. 4 dated June 15, 1998, Amendment No. 5 dated June 19, 1998,
Amendment No. 6 dated July 6, 1998, Amendment No. 7 dated July 7, 1998,
Amendment No. 8 dated July 10, 1998, Amendment No. 9 dated July 14, 1998,
Amendment No. 10 dated August 11, 1998, and Amendment No. 11 dated August 18,
1998, in respect of the common stock, $0.10 par value ("Common Stock"), of
Technical Communications Corporation (the "Issuer") whose principal executive
offices are located at 100 Domino Drive, Concord, Massachusetts 01742, is hereby
amended and supplemented as follows:
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented by the addition of the following
paragraph:
"Below is a list of purchases of shares of Common Stock by the members of
the Purchasing Group since August 18, 1998, the date of the group's most recent
filing on Form 13D, all of which were effected through ordinary brokerage
transactions n the Over-the-Counter-Market.
M. Mahmud Awan
Date No. of Shares Average Price Per Share
August 26, 1998 2,000 $6.125
August 27, 1998 1,000 5.375
August 27, 1998 1,000 5.875
August 27, 1998 2,000 6.000
August 28, 1998 3,000 6.000
August 31, 1998 2,000 5.375
August 31, 1998 200 5.500
September 1, 1998 2,000 5.125
September 4, 1998 1,250 5.000
September 4, 1998 1,000 5.125
September 4, 1998 1,000 4.625
Dr. Awan beneficially owns 158,828 shares of Common Stock (of which 89,250
are owned by Dr. Awan individually and 69,578 are owned of record by TechMan
International Corporation, which is wholly owned by Dr. Awan); Mr. Phalon
beneficially owns 3,750 shares of which 1,000 are owned directly and 2,750 are
issuable upon currently exercisable stock options; Mr. Bregman benefically owns
2,700 shares (which are owned of record by his wife, Susan J. Pape, and with
respect to which Mr. Bregman has voting and dispositive power); and Mr.
Martindale benefically owns 10,000 shares and controls the voting of an
additional 67,000 shares (as to which he disclaims beneficial ownership). The
Purchasing Group benefically owns in the aggregate of 242,278 shares
representing approximately 18.9% of the Common Stock of the Issuer (based upon
1,283,238 shares of Common Stock outstanding as reported in the Issuer's 10-Q
for the quarter ended June 27, 1998)."
<PAGE>
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 9, 1998 /s/ *
M. Mahmud Awan
/s/ Philip A. Phalon
Philip A. Phalon
/s/ *
Robert B. Bregman
/s/ *
William C. Martindale, Jr.
*/s/ Philip A. Phalon
Philip A. Phalon
Attorney - in - Fact
