UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
August 11, 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. 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, and Amendment No. 9 dated July 14, 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 August 11, 1998, the Purchasing Group issued a press release announcing
that Institutional Shareholder Services, Inc. has recommended to its clients
that they vote for the director/nominees of the Purchasing Group at the Annual
Meeting of the Company in opposition to management's candidates. A copy of the
press release is attached hereto as Exhibit 9 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 9 Press Release re: recommendation of Institutional
Shareholder Services, Inc."
<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: August 11, 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 9
MACKENZIE PARTNES, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
(212) 929-5500
(212) 929-0308 (fax)
NEWS RELEASE
Contact:
Stanley J. Kay, Jr.
MacKenzie Partners, Inc.
FOR IMMEDIATE RELEASE:
LEADING PROXY ADVISORY FIRM SUPPORTS OPPOSITION GROUP
FOR ELECTION TO TECHNICAL COMMUNICATIONS BOARD
BOSTON, MASSACHUSETTS, August 11, 1998 - The Phalon Group, which is conducting a
proxy contest for control of the Board of Directors of Technical Communications
Corporation (NASDAQ: TCCO), announced today that Institutional Shareholder
Services, Inc. has recommended that its clients vote FOR the Phalon Group's five
director-nominees in opposition to management's candidates and FOR the proposal
to declassify the Board. Technical Communications' annual meeting currently
scheduled for this Friday, August 14, 1998 in Concord, Massachusetts.
Philip A. Phalon, head of the Phalon Group and a Company director commented, "We
are delighted to have won the recommendation of ISS for our nominees to the
Board. Support from an independent, third-party such as ISS lends credence to
our firm belief that the current Board has violated its duties to shareholders
and must be replaced if this Company is to move forward and have a profitable
future. I look forward to the additional support our slate can now expect from
ISS clients."
The ISS report states, "TCC is an exceedingly troubled company not only in terms
of financial performance, but also in that it has been run as something akin to
a publicly traded family business. Management certifies that it has taken
satisfactory measures to remedy past wrongdoings, but has not seen fit to
disclose these measures to shareholders...The board's April 30 actions [to
stagger its board] underscore its disregard for shareholders."
The ISS report concludes, "In short, this is not a board that instills
confidence in the hearts of shareholders. It has deliberately withheld pertinent
data on the misconduct of former managers from shareholders, nor would it even
reveal the costs incurred in conducting the investigation...or the nature of the
separation arrangements struck with James McCalmont...the incumbent board has
twice altered the company's bylaws to obstruct a proxy contest and frustrate the
shareholder franchise, in defiance of a court order. Such conduct is not
befitting of any board, nor should it be countenanced by shareholders. We
therefore believe that a reordering of the board and its realignment with the
welfare of shareholders is warranted. We recommend a vote FOR the dissident
slate."
Institutional Shareholder Services (ISS), based in Bethesda, Maryland, is a
leading independent advisor to several hundred institutional investors and
provides voting recommendations for proxy contests, corporate governance
proposals and other shareholder related issues.
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