UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
June 8, 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: 138,378 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 138,378 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 138,378 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11): 10.8%
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: 2,250 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 2,250 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,250 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: 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.
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 supplement by Amendment No. 1 dated May 15, 1998 and
Amendment No. 2 dated May 22, 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 4. Purpose of Transaction
Item 4(d) is hereby amended and supplemented by the addition of the following
paragraph:
"On June 8, 1998, the Group filed a Preliminary Proxy Statement in
Opposition to the Board of Directors of Technical Communications
Corporation pursuant to Section 14(a) of the Securities Exchange Act of
1934. The Preliminary Proxy Statement sets forth two (2) nominees for
the Board of Directors of the Issuer, Mr. Phalon and Ernest R. Fenton,
in opposition to the slate nominated by the Issuer with respect to the
Annual Stockholders Meeting scheduled for July 17, 1998. The Group's
Proxy Statement may include up to five (5) nominees depending on the
outcome of litigation commenced by Dr. Awan and Mr. Phalon against the
Issuer and certain members of its Board of Directors, as set forth in
the Group's Amendment No. 2 to Schedule 13D. The Group's Preliminary
Proxy Statement also endorses the shareholder proposal made by letter
dated May 8, 1998, to the Issuer by its former Chief Financial Officer,
Graham R. Briggs, "[t]hat the actions taken on April 30, 1998 by the
Company's Board of Directors to classify the Board into three (3)
classes having staggered terms be revoked." On June 8, 1998, a hearing
was held before the Massachusetts Superior Court, Middlesex County, on
the motion of Dr. Awan and Mr. Phalon for the Court to enter order an
directing the Issuer to produce a stockholder list and its Board of
Directors to rescind the resolutions adopted at an April 30, 1998 Board
meeting. The Court took the matter under advisement."
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 May 22, 1998, the date of the
group's filing of Amendment No. 2 on Schedule 13D, all of which were
effected through ordinary brokerage transactions in the
Over-the-Counter-Market:
M. Mahmud Awan
Date No. of Shares Average Price Per Share
May 26, 1998 1,000 $5.938
May 26, 1998 2,000 $6.000
May 28, 1998 3,000 $6.000
May 29, 1998 400 $6.125
<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: June 9, 1998 /s/ *
M. Mahmud Awan
/s/
Philip A. Phalon
/s/ *
Robert B. Bregman
/s/ *
William C. Martindale, Jr.
*/s/
Philip A. Phalon
Attorney - in - Fact
