UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
TRINITECH SYSTEMS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Security)
896406105
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(Cusip Number)
Carl E. Warden
1516 Country Club Road
Los Altos, CA 94024
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 26, 1996
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(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 / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 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>
SCHEDULE 13D
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CUSIP No. 896406105 Page 2 of 4 Pages
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1 Name of Reporting Person CARL E. WARDEN
S.S. or I.R.S. Identification No. of Above Person
###-##-####
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2 Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
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3 SEC use only
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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) / /
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6 Citizenship or Place of Organization
USA
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Number of 7 Sole Voting Power
Shares 371,200 shares (consisting of 301,200 shares
Beneficially and 70,000 warrants exercisable within 60 days)
Owned By
Each ---------------------------------------------------------
Reporting 8 Shared Voting Power
Person -----
With ---------------------------------------------------------
9 Sole Dispositive Power
371,200 shares (consisting of 301,200 shares
and 70,000 warrants exercisable within 60 days)
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10 Shared Dispositive Power
-----
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
371,200 shares (consisting of 301,200 shares and 70,000
warrants exercisable within 60 days)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
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13 Percent of Class Represented By Amount in Row (11)
5.1%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Cusip #: 896406105 Page 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER
This Schedule relates to shares of Common Stock, par value $.001 per
share (the "Common Stock"), of Trinitech Systems, Inc. (the "Company"), whose
principal executive office is located at Stamford Harbor Park, 333 Ludlow
Street, Stamford, Connecticut 06902.
ITEM 2. IDENTITY AND BACKGROUND
The name and address of the person filing this Schedule is as
follows:
Carl E. Warden
1516 Country Club Drive
Los Altos, CA 94024
Carl E. Warden has not during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violation or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
individual was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws of finding any violation with respect to such laws.
Carl E. Warden is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 301,200 shares of Common Stock
of the Company purchased by Carl E. Warden was $787,582 including brokerage
commissions. Mr. Warden used his personal funds to purchase such shares of
Common Stock. Warrants, totaling 70,000, are exercisable within 60 days by Mr.
Warden as follows: 55,000 at $2.00 per share, 7,500 at $2.25 per share and 7,500
at $5.125 per share.
ITEM 4. PURPOSE OF TRANSACTION
The purchases of the shares reported in this Schedule 13D were made
for the purpose of making an investment in the Company. Carl E. Warden serves as
a director of the Company since 1993.
The person making this filing may, in the future, purchase
additional shares of the Common Stock of the Company depending on the price of
the shares and circumstances at the time such acquisitions, if any, are made.
The person making this filing has no present plans or proposals to
effect one or more of the transactions enumerated in paragraphs (b) to (j) of
Item 4 of Schedule 13D.
<PAGE>
Page 4 of 4 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on November 26, 1996, Carl E. Warden
owned an aggregate of 371,200 shares of the Company's Common Stock (consisting
of 301,200 shares and 70,000 warrants under the following terms: 55,000 at $2.00
per share, 7,500 at $2.25 per share and 7,500 at $5.125 per share) representing
approximately 5.1% of the outstanding Common Stock of the Company (based on
information from the Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1996).
(b) Carl E. Warden has the sole power to vote or to direct the vote
and sole power to dispose of or direct the disposition of the shares of Common
Stock of the Company owned by him.
(c) During the Sixty (60) days preceding November 26, 1996, Carl E.
Warden purchased shares of Common Stock of the Company as described below. All
transactions were open market purchases made on the American Stock Exchange.
Date Shares Acquired Price Per Share
---- --------------- ---------------
11/14/96 20,000 $4.05
11/15/96 15,000 $4.05
11/26/96 10,000 $4.25
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
Carl E. Warden serves as a director of the Company. Mr. Warden had
been serving the Company in such capacity since 1993.
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.
Date: December 2, 1996
/s/ Carl E. Warden
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Carl E. Warden
