-----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, TOlU0qyht+abzLQ0S+0GddG5akqeTvmgn5tRz5R4pbdOnZhXgm/f7Bs0kUygmdJf xzB9oNnHnVSF1FLfNeOEBA== 0001070726-98-000003.txt : 19980929 0001070726-98-000003.hdr.sgml : 19980929 ACCESSION NUMBER: 0001070726-98-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980928 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYS CENTRAL INDEX KEY: 0000096057 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 952467354 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46435 FILM NUMBER: 98715505 BUSINESS ADDRESS: STREET 1: 9620 CHESAPEAKE DRIVE STREET 2: SUITE 201 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 6197155500 MAIL ADDRESS: STREET 1: 9620 CHESAPEAKE DRIVE STREET 2: SUITE 201 CITY: SAN DIEGO STATE: CA ZIP: 92123 FORMER COMPANY: FORMER CONFORMED NAME: SYSTEMS ASSOCIATES INC OF CALIFORNIA DATE OF NAME CHANGE: 19850927 FORMER COMPANY: FORMER CONFORMED NAME: SYSTEMS ASSOCIATES INC DATE OF NAME CHANGE: 19800115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WERNER CHARLES H CENTRAL INDEX KEY: 0001071037 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 493247863 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9620 CHESAPEAKE DRIVE STREET 2: SUITE 201 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 6196941180 MAIL ADDRESS: STREET 1: PO BOX 1966 CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) SYS (Name of Issuer) No Par Common Stock (Title of Class of Securities) 785070 10 3 (CUSIP Number) Bruce A. Spear Lewis, Hoxie & Spear 4330 La Jolla Village Drive, Suite 330, San Diego, California 92122 619-535-0330 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 23, 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 ofRule 13d-1(b)(3) or (4) check the following box. / / Check the following box if a fee is being paid with the statement / /. (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.) SCHEDULE 13D 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person Charles H. Werner SSN: ###-##-#### 2. Check the Appropriate Box if a Member of a Group (a) /x/ (b) / / 3. SEC Use Only.............................................................. 4. Source of Funds PF; OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(e) or 2(e)....................... 6. Citizenship or Place of Organization U.S.A. Number of 7. Sole Voting Power Shares 587,075 Beneficially .................................................... Owned by 8. Shared Voting Power Each Reporting 785,796 Person With .................................................... 9. Sole Dispositive Power 587,075 .................................................... 10. Shared Dispositive Power 785,796 11. Aggregate Amount Beneficially Owned by Each Reporting Person 785,796 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ........ 13. Percent of Class Represented by Amount in Row (11) 24.96% 14. Type of Reporting Person IN 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person Charnan, Inc., a California corporation EIN: 95-3309419 2. Check the Appropriate Box if a Member of a Group (a) /x/ (b) / / 3. SEC Use Only.............................................................. 4. Source of Funds WC; OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(e) or 2(e)....................... 6. Citizenship or Place of Organization California/U.S.A. Number of 7. Sole Voting Power Shares 198,721 Beneficially .................................................... Owned by 8. Shared Voting Power Each Reporting 0 Person With .................................................... 9. Sole Dispositive Power 198,721 .................................................... 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 785,796 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ........ 13. Percent of Class Represented by Amount in Row (11) 24.96% 14. Type of Reporting Person CO Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is SYS's no par value common stock (the "Common Stock"). SYS's principal executive offices are located at 9620 Chesapeake Drive, Suite 201, San Diego, California 92123. Item 2. Identity and Background 1. (a) Name: Charles H. Werner (b) Business address: Post Office Box 1966, Rancho Santa Fe, CA 92067 (c) Principal occupation: Consultant, Director of SYS, President of Charnan, Inc. (d) Criminal proceedings: None (e) Civil proceedings: None (f) Citizenship: U.S.A. 2. (a) Name: Charnan, Inc., a California corporation (b) Business address: Post Office Box 1966, Rancho Santa Fe, CA 92067 (c) Principal business: Investments and Consulting (d) Criminal proceedings: None (e) Civil proceedings: None (f) Citizenship: a California corporation The purposes of this filing are: (a) to report that Mr. Werner and Charnan, Inc., are no longer members of a group which, as shown on previous statements, included Robert D. Mowry and American Technology Investments, Inc., a California corporation; and (b) that Mr.Werner and Charnan, Inc., no longer have any understanding or plan to act jointly or in concert with Mr. Mowry and American Technology Investments, Inc., regarding the voting of Common Stock of SYS. Item 3. Source and Amount of Funds or other Consideration No securities of SYS have been acquired by Mr. Werner or by Charnan, Inc., since the last filing of a Schedule 13D on their behalf. As noted above, the purposes of this filing are: (a) to report that Mr. Werner and Charnan, Inc., are no longer members of a group which, as shown on previous statements, included Robert D. Mowry and American Technology Investments, Inc., a California corporation; and (b) that Mr. Werner and Charnan, Inc., no longer have any understanding or plan to act jointly or in concert with Mr. Mowry and American Technology Investments, Inc., regarding the voting of Common Stock of SYS. Item 4. Purpose of Transaction No securities of SYS have been acquired by Mr. Werner or by Charnan, Inc., since the last filing of a Schedule 13D on their behalf. As noted above, the purposes of this filing are: (a) to report that Mr. Werner and Charnan, Inc., are no longer members of a group which, as shown on previous statements, included Robert D. Mowry and American Technology Investments, Inc., a California corporation; and (b) that Mr. Werner and Charnan, Inc., no longer have any understanding or plan to act jointly or in concert with Mr. Mowry and American Technology Investments, Inc., regarding the voting of Common Stock of SYS. In a Schedule 13D/A filed on behalf of Mr. Mowry, Mr. Werner, and American Technology Investments, Inc., a California corporation, on June 11, 1997 (the "June 11, 1997 13D/A"), the following statement was set forth at Item 4: Mr. Mowry, individually and through Big Canyon Investments, Inc. and American Technology Investments, Inc., has acquired the SYS shares of Common Stock, and plans to acquire additional shares, with the goal of changing the board of directors through a special shareholders' meeting, which Mr. Mowry and Big Canyon Investments, Inc. have requested and which is anticipated will be held during the last ten days of June, and gaining control over the management and policies of SYS. Mr. Mowry intends, through control of SYS shares of Common Stock, to influence and develop SYS's future direction and growth in the hi-tech governmental and non-defense related markets. Mr. Werner initially obtained his shares of Common Stock for investment, and will join Mr. Mowry in changing the board of directors and gaining control over the management and policies of SYS. Mr. Werner, with Mr. Mowry, intends to influence and develop SYS's future direction and growth in the high-tech governmental and non-defense related markets. The goals described above regarding the changing of the board of directors and management of SYS have been achieved. As noted above, the purposes of this filing are: (a) to report that Mr. Werner and Charnan, Inc., are no longer members of a group which, as shown on previous statements, included Robert D. Mowry and American Technology Investments, Inc., a California corporation; and (b) that Mr. Werner and Charnan, Inc., no longer have any understanding or plan to act jointly or in concert with Mr. Mowry and American Technology Investments, Inc., regarding the voting of Common Stock of SYS. Item 5. Interest in Securities of the Issuer (a) Mr. Werner holds 587,075 shares of Common Stock which represents approximately 18.65% of the 3,148,518 outstanding shares of SYS Common Stock; and Charnan, Inc., holds 198,721 shares of Common Stock which represents approximately 6.3% of the 3,148,518 outstanding shares of SYS Common Stock. Together, Mr. Werner and Charnan, Inc., hold an aggregate of 785,796, or approximately 24.96%, of the 3,148,518 outstanding shares of SYS Common Stock. (b) Mr. Werner has sole voting and disposition power as to his shares; and he has shared power to vote, and to dispose of, the shares of Common Stock held by Charnan, Inc. (c) There have been no transactions in the Common Stock of SYS during the past sixty days either by Mr. Werner or by Charnan, Inc. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Werner has voting power as to the shares of SYS Common Stock held by Charnan, Inc. Except as set forth in the preceding sentence, neither Mr. Werner nor Charnan, Inc., is a party to any contracts, arrangements, understandings or relationships with respect to securities of SYS. Item 7. Material to Be Filed as Exhibits Exhibit A: Agreement to File Single Statement 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: September 24, 1998 /s/ Charles H. Werner Charles H. Werner Charnan, Inc., a California corporation By: /s/ Charles H. Werner Charles H. Werner, its President SCHEDULE 13D EXHIBIT A AGREEMENT TO FILE SINGLE STATEMENT This Agreement is entered into on September 24, 1998, by and between Charles H. Werner ("Mr. Werner") and Charnan, Inc., a California corporation ("Charnan"), who agree as follows: 1. Mr. Werner and Charnan are aligned in interest regarding the ownership and control of the no par value common stock of SYS which they hold. 2. Mr. Werner and Charman agree that a single Schedule 13D (and any amendments thereto) shall be filed by Mr. Werner on their joint behalf. Mr. Werner and Charman have executed and delivered this Agreement on September 24, 1998. /s/ Charles H. Werner Charles H. Werner Charnan, Inc., a California corporation By: /s/ Charles H. Werner Charles H. Werner, its President -----END PRIVACY-ENHANCED MESSAGE-----