UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
May 13, 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: 128,978 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 128,978 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person:128,978 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11): 10.1%
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 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 3. Source and Amount of Funds of Other Consideration
Item 3 is hereby amended and supplemented by the addition of the following
paragraph:
"The shares of Common Stock listed in Item 5 as being purchased by
Mr. Awan, Mr. Phalon, Mr. Bregman and Mr. Martindale since April 3, 1998, the
date of the first filing by the Purchasing Group on Schedule 13D, were purchased
for an aggregate purchase price of $93,861, excluding brokers' commissions
using cash from personal funds".
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented by the addition of the following
paragraphs:
"Below is a list of purchases of shares of Common Stock by the members
of the Purchasing Group since April 3, 1998, the date of the group's first
filing 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
April 21, 1998 1,000 $6.875
April 23, 1998 1,000 6.500
April 23, 1998 1,000 6.875
April 24, 1998 2,000 6.500
April 27, 1998 1,000 6.500
April 27, 1998 1,000 6.750
April 27, 1998 1,000 6.750
April 28, 1998 1,000 6.750
April 29, 1998 1,000 6.750
May 6, 1998 1,000 5.625
May 7, 1998 100 6.000
May 7, 1998 100 6.000
May 11, 1998 200 6.000
May 13, 1998 2,000 5.438
May 13, 1998 100 6.000
Robert B. Bregman
Date No. of Shares Average Price Per Share
April 8, 1998 800 $7.000
April 6, 1998 200 6.750
May 15, 1998 110 6.000
<PAGE>
Mr. Awan beneficially owns 128,978 shares of Common Stock (of
which 74,000 are owned by Mr. Awan individually and 54,978 are owned of record
by TechMan International Corporation, which is wholly-owned by Mr. Awan); Mr.
Phalon beneficially owns 2,250 shares of Common Stock; Mr. Bregman beneficially
owns 2,700 shares of Common Stock (which are owned of record by Mr. Bregman's
wife, Susan J. Pape, and with respect to which Mr. Bregman has voting and
dispositive power); and Mr. Martindale owns 10,000 shares of Common Stock and
controls the voting of an additional 67,000 shares of Common Stock (as to which
he disclaims beneficial ownership). The Purchasing Group beneficially owns in
the aggregate of 210,818 shares of Common Stock representing approximately 16.5%
of the outstanding Common Stock of the Issuer (based on 1,283,238 shares of
Common Stock outstanding as reported in the Issuer's 10-K for the year ended
September 27, 1997)."
<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: May 15, 1998 /s/ M. Mahmud Awan
_____________________________
M. Mahmud Awan
/s/ *
_____________________________
Philip A. Phalon
/s/ *
_____________________________
Robert B. Bregman
/s/ *
_____________________________
William C. Martindale, Jr.
/s/M. Mahmud Awan
_____________________________
Attorney - in - Fact
