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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(FINAL AMENDMENT)*
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
TechMan International Corporation
240 Sturbridge Road
Charlton City, Massachusetts 01506
(508) 248-3211
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 19, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 Section 240.13d-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 cover 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
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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) / / (b) /X/
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: 199,028 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 199,028 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 199,028 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11): 15.5%
14. Type of Reporting Person: IN
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) / / (b) /X/
3. SEC Use Only
4. Source of Funds: PF
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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
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) / / (b) /X/
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
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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
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) / / (b) /X/
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
ITEM 1. SECURITY AND ISSUER.
This statement amends a Schedule 13D filed by M. Mahmud Awan, Philip A. Phalon,
Robert B. Bregman and William C. Martindale, Jr. (the "13D Group"), 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,
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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, Amendment No. 11 dated August 18, 1998,
Amendment No. 12 dated September 9, 1998, and Amendment No. 13 dated September
15, 1998 (collectively, the "Amended Schedule 13D"), 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.
The purposes of this Final Amendment are to report (i) purchases of
shares of Common Stock by members of the 13D Group since the 13D Group's most
recent filing on Schedule 13D and (ii) that the 13D Group may no longer be
deemed to constitute a group within the meaning of Section 13(d)(3) of the Act.
Prior disclosure in the Amended Schedule 13D inconsistent with this statement is
hereby superseded.
Items 4 and 5 of the Amended Schedule 13D are hereby amended to add the
following:
ITEM 4. PURPOSE OF TRANSACTION.
On November 20, 1998, the Company announced the settlement of
shareholder litigation initiated by Philip Phalon and Dr. Mahmud Awan, which had
been pending in Middlesex County, Massachusetts Superior Court since February
1998. The Company also announced the simultaneous settlement of litigation
regarding the tabulation of voting results of the Company's 1998 annual
stockholders meeting held August 14, 1998 (the "1998 Stockholders Meeting"). In
connection with the settlement of these matters, Dr. Awan and Mr. Mitchell
Briskin were deemed elected at the 1998 Stockholders Meeting. Additionally, Mr.
David Brown was appointed to the Company's Board of Directors, filling the Board
seat held by Mr. Herbert Lerner, who along with Mr. Philip Phalon, resigned from
the Board. Dr. Awan is serving as Chairman of the Board and President Carl H.
Guild, Jr. is serving as Vice-Chairman of the Board and the Company's Chief
Executive Officer, each to serve until the later of October 1, 2000 or such date
as their respective successors are elected and qualified. The Board now consists
of Mr. Guild, Mitchell Briskin, Donald Lake, Thomas Peoples, David Brown and Dr.
Awan. The Company's Board will remain classified, with each director serving a
staggered term.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Below is a list of purchases of shares of Common Stock by the members
of the 13D Group since September 15, 1998, the date of the group's most recent
filing on Schedule 13D, all of which were effected through ordinary brokerage
transactions n the Over-the-Counter-Market.
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M. Mahmud Awan
<TABLE>
<CAPTION>
DATE NO. OF SHARES AVERAGE PRICE PER SHARE
---- ------------- -----------------------
<S> <C> <C>
September 25, 1998 1000 4.625
September 28, 1998 500 4.500
September 28, 1998 500 4.500
September 28, 1998 500 4.625
September 29, 1998 100 4.500
September 30, 1998 1000 4.500
October 1, 1998 500 4.500
October 1, 1998 200 4.500
October 2, 1998 100 4.625
October 5, 1998 200 4.500
October 5, 1998 200 4.500
October 6, 1998 200 4.625
October 7, 1998 200 4.375
October 7, 1998 200 4.375
October 7, 1998 200 4.375
October 7, 1998 200 4.375
October 7, 1998 200 4.625
October 8, 1998 200 4.500
October 8, 1998 200 4.625
October 8, 1998 200 4.750
October 8, 1998 200 4.750
October 8, 1998 200 5.125
October 9, 1998 100 4.500
October 9, 1998 100 4.500
October 12, 1998 200 4.188
October 12, 1998 100 4.500
October 13, 1998 100 4.250
October 13, 1998 100 4.250
October 13, 1998 100 4.250
October 13, 1998 100 4.250
October 13, 1998 100 4.375
October 14, 1998 100 4.250
October 15, 1998 100 4.375
October 16, 1998 100 4.125
October 16, 1998 100 4.125
October 16, 1998 100 4.375
October 19, 1998 100 4.250
October 26, 1998 100 4.750
October 30, 1998 100 4.375
November 5, 1998 100 4.625
November 9, 1998 100 4.625
November 10, 1998 100 4.500
November 12, 1998 100 4.313
November 18, 1998 100 4.250
</TABLE>
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Dr. Awan beneficially owns 199,028 shares of Common Stock (of which 118,850 are
owned by Dr. Awan individually and 80,178 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 beneficially 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 beneficially owns 10,000 shares and controls the voting of an
additional 67,000 shares (as to which he disclaims beneficial ownership). The
13D Group beneficially owns in the aggregate of 282,478 shares representing
approximately 22.0% of the Common Stock of the Company (based upon 1,283,238
shares of Common Stock outstanding as reported in the Company's 10-Q for the
quarter ended June 27, 1998).
Hereinafter, the members of the 13D Group may no longer be deemed to
constitute a group within the meaning of Section 13(d)(3) of the Act, and the
provisions of Rule 13d-5(b)(1) under the Act no longer apply to the members of
the 13D Group, and none of the 13D Group members may be deemed to beneficially
own any equity securities of any other 13D Group member by virtue of that rule.
Further, each 13D Group member disclaims beneficial ownership of the Common
Stock held by the other 13D Group members. Consequently, all subsequent filings
required by Section 13(d) of the Act will be made on an individual basis.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The settlement agreement and standstill agreement executed by the
Company and members of the 13D Group in connection with the settlement of the
above described litigation set forth mutual full releases as to the litigation
and also include provisions requiring (i) the Company to reimburse the 13D
Group's expenses in payments aggregating $395,000, (ii) the dissolution of the
13D Group, and (iii) the former proxy contestants to abide by certain standstill
provisions until October 1, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Standstill Agreement, dated November 19, 1998, by and among the
Company and the members of the 13D Group.
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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: December 9, 1998 /S/ M. MAHMUD AWAN
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M. Mahmud Awan
/S/ PHILIP A. PHALON
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Philip A. Phalon
/S/ ROBERT B. BREGMAN
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Robert B. Bregman
/S/ WILLIAM C. MARTINDALE
-------------------------
William C. Martindale
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EXHIBIT A TO SCHEDULE 13D
STANDSTILL AGREEMENT
This Standstill Agreement, by and among Technical
Communications Corporation, a Massachusetts corporation (the
"Company"), M. Mahmud Awan, an individual ("Awan"), Philip A. Phalon,
an individual ("Phalon"), Robert B. Bregman, an individual ("Bregman"),
William C. Martindale, an individual ("Martindale") is dated as of
November 19, 1998.
WHEREAS, Messrs. Awan, Phalon, Bregman, and Martindale
(together, the "13D Group")have been acting as a group in connection
with their stock ownership of the Company, as more fully described in
the Schedule 13D filed by them;
WHEREAS, the Company and the 13D Group have been in litigation
regarding certain matters, including the election of the Company's
Directors, and such litigation is being settled contemporaneously with
the execution of this Standstill Agreement; and
WHEREAS, the parties have determined that a settlement of
their differences and an agreement on voting going forward is in the
best interests of the Company.
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Each of Messrs. Awan, Phalon, Bregman, Martindale agrees that from the
date hereof until after September 30, 2000, he will not, nor will he
permit any of his assigns, affiliates or associates (such terms as used
throughout this Standstill Agreement having the same meaning as
ascribed to them under the Exchange Act and the Securities Act,
including rules and regulations promulgated thereunder), from and after
the date that such person becomes an assign, affiliate or associate
unless in any such case specifically approved by the Board of Directors
of the Company to:
(a) participate in the formation or encourage the formation of, or
join, or in any way participate with, any "person" (as such
term is used in Section 13(d)(3) of the Exchange Act and
Section 2(2) of the Securities Act of 1933 (the "Securities
Act"), such term to have such meaning throughout this
agreement) that owns or seeks to acquire record or beneficial
ownership of Company Common Stock or any securities
convertible into, exchangeable for or exercisable for the
Company's
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Common Stock (all such securities and the Company Common
Stock, collectively, "Company Voting Securities");
(b) solicit, or participate in any "solicitation" of "proxies" or
become a "participant" in any "election contest" (as such
terms are defined or used in Regulation 14A under the Exchange
Act, these terms to have such meanings throughout this
agreement) with respect to the Company;
(c) initiate, propose or otherwise solicit stockholders for the
approval of one or more stockholder proposals with respect to
the Company or induce any other person to initiate any such
stockholder proposal;
(d) seek to place any person not nominated by the Board of
Directors on the Board of Directors of the Company or seek to
have called any meeting of the stockholders of the Company;
(e) deposit any Company Voting Securities in a voting trust or
subject them to a voting agreement or other agreement or
arrangement or arrangement with respect to the voting of such
Company Voting Securities;
(f) otherwise act, alone or in concert with others, to seek to
control or influence the management, Board of Directors,
policies or affairs of the Company or solicit, propose, seek
to effect or negotiate with any person with respect to any
form of transaction or investment, business combination or
other extraordinary transaction with the Company or any of its
subsidiaries or any restructuring, recapitalization, similar
transaction or other transaction not in the ordinary course of
business with respect to the Company or any of its
subsidiaries, or solicit, make or propose or negotiate with
any other person with respect to, or announce an intent to
make, any tender offer or exchange offer for any securities of
the Company or any of its subsidiaries unless requested to do
so by the Board of Directors of the Company, or publicly
disclose an intent, purpose, plan or proposal with respect to
the Company, any of its subsidiaries or any securities or
assets of the Company or any of its subsidiaries, that would
violate the provisions of this agreement, or assist,
participate in, facilitate or solicit any effort or attempt by
any person to do so or seek to do any of the foregoing;
(g) solicit any of the current officers or employees of the
Company or have any discussions with any employee regarding
cessation of employment with the Company, so long as they are
employed by the Company; or
(h) make any public request to waive any provision of this
Agreement or to permit the taking of any action specified
herein;
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(i) provided, however, that nothing in this Agreement shall be
deemed to prevent Dr. Awan or Mr. Brown from taking such
actions as are within the scope of their roles as members of
the TCC Board of Directors as long as such actions are
consistent with any vote or direction of the TCC Board of
Directors.
2. Each of Messrs. Awan, Phalon, Bregman, Martindale further agrees
that, from the date hereof until after September 30, 2000, he will vote all
Company Voting Securities owned or controlled, directly or indirectly, by him
(of record, beneficially or otherwise), whether currently or hereafter owned,
acquired or controlled, for and in favor of (i) all Board nominees, and (ii)
all proposals (or Company opposition to proposals), each as approved in
advance by the Company's Board of Directors, as the same are presented to
stockholders from time to time, whether or not at a meeting of stockholders.
Nothing herein shall apply to or for Company Voting Securities held by
Martindale in or through non-affiliate, third party investment or brokerage
accounts controlled or managed by Martindale as to which he does not have
discretionary or appointive voting authority, provided that Martindale shall
not seek to influence the beneficial owners of such Company Voting Securities
to vote against any Board nominees or Board-supported proposals (or Company
opposition to proposals).
3. Each of Messrs. Awan, Phalon, Bregman, Martindale agrees that any
action or omission by any assign, affiliate, associate or representative of
his which, if committed by him, would constitute a breach hereof by him shall
also constitute a breach hereof by him for which he and such assign,
affiliate, associate or representative, as the case may be, shall be jointly
and severally responsible.
4. Each of Messrs. Awan, Phalon, Bregman, Martindale acknowledges that
the Company and its affiliates will suffer immediate and irreparable harm in
the event of any breach of any of his obligations hereunder, including but
not limited to any breach by any assign, affiliate, associate or
representative of his attributable to him as provided herein, that monetary
damages alone will not be adequate in such an event and, accordingly, that
the Company will be entitled in such an event to appropriate equitable
relief, including but not limited to an injunction and an order of specific
performance, in addition to all other remedies available to the Company at
law or in equity. Each of Awan, Phalon, Bregman, Martindale hereby consents
to the exclusive jurisdiction of the state and federal courts located in
Massachusetts, with regard to any dispute relating to this agreement and he
acknowledges that venue in any such court will be proper and not inconvenient
in the case of any such dispute. The provisions of this agreement shall inure
to the benefit of the Company.
5. No failure or delay by the Company or any affiliate of the Company
in exercising any of the Company's or such affiliate's right or remedies
hereunder shall operate as a waiver thereof, nor shall any waiver in any
instance constitute a waiver in any other instance. The provisions hereof are
severable and, in the event any provision hereof is determined in any
circumstances to be unlawful or unenforceable, such determination
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shall not affect any other provision hereof or this agreement as a whole or the
application of such provision in any other circumstances.
6. The provisions hereof shall be governed by and construed in
accordance with the laws of Massachusetts without regard to principles of
conflicts of laws that would be otherwise applicable.
7. Each of Messrs. Awan, Phalon, Bregman, Martindale agrees that (i)
the provisions of this agreement shall irrevocably bind his heirs,
successors, or assigns, and (ii) he (or they) will execute such additional
documents, certificates, agreements, including but not limited to voting
trusts or trust agreements, as the Company deems reasonably necessary to
effect further the actions or intent of the parties as set forth above.
8. Each of the parties hereto has had the full and free opportunity to
consult with legal counsel concerning this Agreement including its legal
effect and interpretation. Each party represents and acknowledges that it or
its duly authorized representative has read this Agreement and is acting
freely, voluntarily, and without coercion.
9. This Agreement may be executed in counterparts, each of which shall
be deemed to be equally authentic and which collectively shall constitute
this Agreement. This Agreement, together with its attachments, represent the
entire agreement between the parties and may not be amended except in writing
and signed by all parties hereto.
10. This Agreement shall be deemed to be a sealed instrument for all
purposes and the execution by the parties hereto shall be deemed to be the
application of their seal for such purpose.
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The parties hereto have confirmed their agreement to the terms set
forth above by signing below.
TECHHNICAL COMMUNICATIONS CORPORATION
By:
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Title:
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M. Mahmud Awan
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Philip A. Phalon
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Robert B. Bregman
-------------------------
William C. Martindale
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