UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
July 14, 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).
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. 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, and
Amendment No. 8 dated July 10, 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 July 10, 1998, the Massachusetts Superior Court, Middlesex County,
continued to August 6, 1998, the hearing on the Complaint of Mr. Phalon and Dr.
Awan for Civil Contempt with respect to actions taken by the Issuer allegedly in
violation of the Court's June 9, 1998 Order. The Court also continued to July
14, 1998, the hearing on the Plaintiffs' motion for preliminary injunctive
relief with respect to the July 2, 1998 actions taken by the Issuer to change
the record and meeting dates of the Annual Meeting, subject to the Plaintiffs,
Issuer and other Defendants reaching an agreement that the May 29, 1998 Record
Date for the Annual Meeting be preserved. On July 14, 1998, the Plaintiffs,
Issuer and other Defendants entered into a stipulation, which was endorsed as an
order of the Court, providing that the Annual Meeting of stockholders originally
scheduled for July 17, 1998 be held on July 28, 1998, at which time the Annual
Meeting would be adjourned to August 14, 1998. This postponement and adjournment
would facilitate the Issuer's request for sufficient time to conduct the
solicitation on behalf of the Defendants/incumbents while preserving the Record
Date of May 29, 1998. A copy of the Stipulated Interlocutory Order on
Plaintiffs' Motion for Preliminary Injunction is attached hereto as Exhibit 8
and incorporated by reference herein."
Item 7. Materials to be Filed as Exhibits
Item 7 is hereby amended and supplemented as follows:
"Schedule of Exhibits
Exhibit 8 Stipulated Interlocutory Order on Plaintiffs'
Preliminary Injunction dated July 14,1998, in
the Massachusetts Superior Court, Middlesex
County, Civil Action No. 98-2553."
<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: July 14, 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
<PAGE>
EXHIBIT 8
COMMONWEALTH OF MASSACHUSETTS
MIDDLESEX, ss. Superior Court
Civil Action No. 98-2553
___________________________________
)
PHILIP A. PHALON, and )
M. MAHMUD AWAN, )
)
Plaintiffs, )
)
v. )
)
TECHNICAL COMMUNICATIONS )
CORPORATION, ARNOLD MCCALMONT, )
HERBERT A. LERNER, ROBERT T. )
LESSARD, CARL H. GUILD, )
MITCHELL B. BRISKIN, DONALD )
LAKE, and THOMAS B. PEOPLES, )
)
Defendants. )
___________________________________)
STIPULATED INTERLOCUTORY ORDER ON PLAINTIFFS'
MOTION FOR PRELIMINARY INJUNCTION
This Stipulated Interlocutory Order is made by and between Plaintiffs
Philip A. Phalon and M. Mahmud Awan, and Defendants Technical Communications
Corporation ("TCC"), Arnold McCalmont, Herbert A. Lerner, Robert T. Lessard,
Carl H. Guild, Mitchell B. Briskin, Donald Lake and Thomas B. Peoples.
WHEREAS, on July 2, 1998, the Board of Directors of TCC adopted at a
special meeting (the "Special Meeting"), a resolution creating a committee of
the Board authorized to reschedule the record date and annual meeting date
previously set for May 29 and July 17, 1998 respectively (the "Record Date" and
the "Annual Meeting");
WHEREAS, on July 8, 1998, the Plaintiffs filed a Motion for Preliminary
Injunction seeking to enjoin the actions of the Board taken at the Special
Meeting with respect to the Record Date and the Annual Meeting (the "Motion");
WHEREAS, the parties appeared before this Court on July 10, 1998 with
respect to, among other things, the Motion;
WHEREAS, the Court instructed the parties to seek to negotiate a resolution
of the dispute regarding the actions taken at the Special Meeting with respect
to the Record Date and the Annual Meeting.
NOW, THEREFORE, the Plaintiffs and the Defendants hereby stipulate and
agree to the following as an entry of an interlocutory order by this Court:
1. The Annual Meeting originally scheduled for July 17, 1998 shall be
postponed by TCC to commence on July 28, 1998, at the principal offices of TCC
located at 100 Domino Drive, Concord, Massachusetts at 10:00 a.m. Eastern Time.
2. At the commencement of the Annual Meeting provided for in paragraph 1,
above, the officers and directors of TCC will meet solely to call the Annual
Meeting to order and to adjourn the Annual Meeting to August 14, 1998 at TCC's
principal offices at 10:00 A.M. (the "Adjourned Annual Meeting").
3. At the Adjourned Annual Meeting, directors will be elected and all other
business specifically identified in TCC's Notice of Meeting will be acted upon.
4. The record date of May 29, 1998 shall be preserved as the record date
for the Annual Meeting, the Adjourned Annual Meeting and any subsequent
adjournments.
5. The parties agree that this Interlocutory Order is not subject to
appeal, modification or amendment without the express written agreement of the
Plaintiffs and the Defendants.
TECHNICAL COMMUNICATIONS
CORPORATION, HERBERT A.LERNER,
ROBERT T. LESSARD,CARL H.
GUILD, MITCHELL B. BRISKIN,
DONALD LAKE, and THOMAS B.
PEOPLES,
By their attorneys,
/s/Evan Slavitt
_________________________
Evan Slavitt (BBO#466510)
Lisa T. McElroy (BBO#637188)
Gadsby & Hannah LLP
225 Franklin Street
Boston, MA 02110
(617) 345-7000
ARNOLD MCCALMONT,
By his attorneys
/s/Alan D. Rose
_________________________
Alan D. Rose (BBO# 427280)
Rose & Associates
One Boston Place
Boston, MA 02109
(617) 854-5600
PHILIP A. PHALON and M. MAHMUD
AWAN
By their attorneys
/s/Paul Bork
_________________________
Robert F. Sylvia (BBO#491060)
Paul Bork (BBO#541815)
Mark S. Resnick (BBO#559885)
Hinckley, Allen & Snyder
28 State Street
Boston, MA 02109
(617) 345-9000
/S/ Regina L. Quinlan
_________________________
Regina L. Quinlan
Dated: July 14, 1998 Associate Justice
