-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MT4AzeJSosfKf9SWrztO0gLyQozba9Vu4mFEIprNZYjVgh8BWFpNajq0g18lKKLZ sobffPU3jzD7nXTg6hARBg== 0000922409-95-000039.txt : 19951208 0000922409-95-000039.hdr.sgml : 19951208 ACCESSION NUMBER: 0000922409-95-000039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951207 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATAWATCH CORP CENTRAL INDEX KEY: 0000792130 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 020405716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44549 FILM NUMBER: 95600052 BUSINESS ADDRESS: STREET 1: 234 BALLARDVALE ST CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 5089889700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICROCOM INC CENTRAL INDEX KEY: 0000795571 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 042710644 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 RIVER RIDGE DR CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 6175511000 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 28549 SCHEDULE 13D/A-1 (Amendment No. 1) Under the Securities Exchange Act of 1934 Datawatch Corporation (Name of Issuer) Common Stock (Title Class of Securities) 237917109 (CUSIP Number) Peter J. Minihane, c/o Microcom, Inc., 500 River Ridge Road Norwood, Massachusetts 02062 (617) 551-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 1995 (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. /__/ SCHEDULE 13D CUSIP No. 237917109 Page 1 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON Microcom, Inc. 04-2710644 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) /__/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /__/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 7 SOLE VOTING POWER: None SHARES BENEFI- None CIALLY OWNED BY 8 SHARED VOTING POWER: None EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER: None 10 SHARED DISPOSITIVE POWER: None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /__/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO CUSIP No. 237917109 Page 2 of 5 Pages Schedule 13D Attachment EXPLANATORY STATEMENT On October 9, 1992, the Reporting Person filed a Schedule 13D relative to its holding of 533,619 shares of the Common Stock of Datawatch Corporation ("Datawatch"), a Delaware corporation. This Amendment No. 1 sets forth changes in the information previously filed due to the Reporting Person selling all of such shares of the Common Stock of Datawatch as detailed in response to Item 5(c) below. This Amendment No. 1 restates the previously filed Schedule 13D pursuant to Rule 101(a)(2)(ii) of the Securities and Exchange Commission's Regulation S-T. Item 1. Security and Issuer Common Stock Datawatch Corporation 2345 Ballardvale Street Wilmington, MA 01887 Item 2. Identity and Background Corporation Name: Microcom, Inc. State of Incorporation: Massachusetts Principal Business: Manufacture of Hardware and Software Products Address: 500 River Ridge Drive Norwood, MA 02062 Item 2(d) and Item 2(e): None Officers and Directors: Name and Title Address Roland D. Pampel 500 River Ridge Drive President and Chief Exec. Norwood, MA 02062 Officer Richard A. Barbari 500 River Ridge Drive Executive Vice President Norwood, MA 02062 Peter J. Minihane 500 River Ridge Drive Executive Vice President, Norwood, MA 02062 Chief Financial Officer and Treasurer Lewis A. Bergins 500 River Ridge Drive Executive Vice President Norwood, MA 02062 CUSIP No. 237917109 Page 3 of 5 Pages William Andrews 500 River Ridge Drive Vice President Norwood, MA 02062 Gregory Pearson 500 River Ridge Drive Senior Vice President Norwood, MA 02062 Jerry L. Falk 500 River Ridge Drive Vice President Norwood, MA 02062 Mark J. Freitas 500 River Ridge Drive Vice President Norwood, MA 02062 Joseph P. King, Jr. 500 River Ridge Drive Vice President Norwood, MA 02062 Elizabeth H. Rock 500 River Ridge Drive Vice President Norwood, MA 02062 James M. Dow 46 Dudley Street Chairman of the Board Brookline, MA 02146 Fred L. Luconi 819 Monument Street Director Concord, MA 01742 Donald G. Kennedy c/o Elite Secretarial Systems Director 5 Office Park Hilton Head Island, SC 29928 John C. Rutherford c/o The Parthenon Group, Inc. Director 200 State Street Boston, MA 02109 Michael I. Schneider c/o Data General Corporation Director 4400 Computer Drive, MS B232 Westboro, MA 01580 CUSIP No. 237917109 Page 4 of 5 Pages Item 3. Source and Amount of Funds or Other Consideration: In October 1992 Microcom, Inc. sold its Utilities Product Group to Datawatch and received as consideration: $500,000 cash, 533,619 shares of common stock of Datawatch Corporation, and a royalty based on the future sales of certain products. Item 4. Purpose of Transaction: See Item 3. Item 5. Interest in Securities of the Issuer. (a) None (b) Not Applicable (c) Sale of shares of Datawatch Common Stock by Reporting Person: Date of Sale Number of Shares Sold Price Per Share 11/29/95 25,000 $5.1875 11/30/95 115,000 $5.1275 12/1/95 10,000 $5.00 12/4/95 15,000 $5.00 12/5/95 368,619 $4.75 All such sales were effected on The Nasdaq Stock Market by Dillon Read & Co. Inc. on behalf of the Reporting Person. (d) Not Applicable (e) December 5, 1995 Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of Issuer. None. Item 7. Material to be Filed as Exhibits. None. CUSIP No. 237917109 Page 5 of 5 Pages 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. MICROCOM, INC. December 5, 1995 By: Peter J. Minihane Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----