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The Exhibit Index can be found on Page 3.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): September 27, 1996
AW Computer Systems, Inc.
-------------------------
(Exact name of registrant as specified in its charter)
New Jersey 0-10329 22-1991981
---------- ------- ----------
(State or other jurisdication (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
9000A Commerce Parkway, Mount Laurel, New Jersey 08054
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (609) 234-3939
N/A
-----------------------------
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On September 20, 1996, the Company consummated the private placement
of 1,678,023 Class A Common Shares to a limited number of qualified investors,
including certain officers and directors of the Company, as listed in the table
below. The price per share was $1.00, or an aggregate consideration of
$1,678,023. The proceeds of the private placement will be used to finance
on-going operations and the development of new products. The securities sold in
this private transaction are not registered for public sale under the Securities
Act of 1933 or any state securities law. The purchasers were granted certain
registration rights commencing on or after September 1, 1997.
Item 7. Exhibits
10A-3 Form of Subscription Agreement between the Company and the
purchasers of 1,678,023 Class A Common Shares and Warrants.
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AW COMPUTER SYSTEMS, INC.
(REGISTRANT)
Date: September 20, 1996 /s/Charles Welch
Charles Welch
CEO/President
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EXHIBIT INDEX
10A-3 Form of Subscription Agreement between Page 4.
the Company and the purchasers of
1,678,023 Class A Common Shares.
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EXHIBIT 10A-3
September 20, 1996
AW Computer Systems, Inc.
9000 A Commerce Parkway
Mount Laurel, NJ 08054
ATTN: Charles J. McMullin
Chairman
RE: Subscription Agreement
Dear Mr. McMullin:
The undersigned, (the "Purchaser"), hereby subscribes for, and is purchasing on
the date hereof, ________ Class A Common Shares (the "Securities") of AW
Computer Systems, Inc. (the "Company") at the price of $1.00 per share, for an
aggregate consideration of $ ________. The Purchaser is acquiring the Securities
solely for its own account and not with a view to their distribution within the
meaning of the Securities Act of 1933 and the Rules and Regulations thereunder
(collectively, the "Act").
The Company represents that the Securities have been duly authorized, validly
issued, fully paid, and are non-assessable.
The Purchaser represents that its present and anticipated financial position
permits it to purchase the Securities and to hold such Securities indefinitely
for investment purposes.
The Purchaser acknowledges that:
(a) The availability of the exemption from registration under the Act relied
upon by the Company in issuing these Securities is dependent, in part, upon the
truth of the representations made herein;
(b) It is thoroughly familiar with the proposed business of the Company and has
made all investigations which it deems necessary or desirable;
(c) The Securities are not registered under the Act or under any applicable
state securities law and must be held indefinitely unless they are subsequently
so registered or unless an exemption from such registration is available.
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(d) Purchaser may, after September 1, 1997, request in writing that the Company
cause a registration statement to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to the shares purchased
under this Subscription Agreement ("Agreement"). The Company shall use its best
efforts to cause all ________ Class A Common Shares purchased under this
Agreement to be registered under the Act as soon as practicable after receipt of
such request. The Company will use its best efforts to comply with the State
"Blue Sky" laws for the purpose of enabling the sale of the Shares in the
following states: West Virginia, Pennsylvania, Florida, New York and New Jersey.
The Company will provide the Purchaser with five copies of the prospectus
contained in the registration statement and other such documents as Purchaser
may reasonably request in order to facilitate the public sale or other
disposition of the Class A Common Shares. The Company will promptly notify
Purchaser as to the effective date of the registration statement. Purchaser
agrees to provide the Company with such information which may be required for
the registration statement.
(e) Purchaser shall pay all underwriting discounts and commissions with respect
to the Class A Common Shares covered hereby, and fees and expenses of the
Purchasers counsel. The Company will pay all federal filing fees and
registration fees, all fees and expenses of complying with federal securities
laws, and all "Blue Sky" filing fees and all other expenses of complying with
the state "Blue Sky" laws, duplication expenses, and the fees and expenses of
corporate consultants, counsel and accountants. At the request of the Purchaser,
the Company will use its best efforts to comply with the "Blue Sky" laws of any
additional states named by the Purchaser. Purchaser shall pay filing fees and
expenses of complying with "Blue Sky" laws in any additional states not
appearing in paragraph (d).
(f) Each certificate representing the Securities will bear the following legend
attention to the restrictions on its transferability;
The securities evidenced by this certificate have not been registered
under the Securities Act of 1933 or under any applicable state
securities law, and may not be transferred except upon delivery to the
Corporation of an opinion of counsel satisfactory in form and
substance to it that such transfer will not violate the Securities Act
of 1933, as amended, or any applicable state securities law;
(g) If, at a time when registration is required, it is legally permissible for
the Purchaser to sell the Securities privately without registration, any
securities so sold will be restricted in the hands of the purchaser.
Sincerely, Receipt Acknowledged:
__________________________ ______________________________
Mr. Charles J. McMullin
Chairman
AW Computer Systems, Inc.