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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 2000
REGISTRATION NO. 333-37510
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYNC RESEARCH, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 3577 33-0676350
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification No.)
Incorporation or Organization) Classification Code Number)
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12 MORGAN
IRVINE, CALIFORNIA 92618
(949) 588-2070
(Address, Including Zip Code and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
WILLIAM K. GUERRY
SYNC RESEARCH, INC.
12 MORGAN
IRVINE, CALIFORNIA 92618
(949) 588-2070
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
BLASE P. DILLINGHAM, ESQ.
GLENN M. HAMMOND, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE, LLP
777 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA 90017
(213) 629-2020
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As promptly as practicable after this Registration Statement becomes
effective and the effective time of the proposed merger of a subsidiary of the
Registrant with and into Osicom Technologies, Inc., a Delaware corporation, as
described in the Agreement and Plan of Merger dated as of April 10, 2000.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED UNIT PRICE(2) REGISTRATION FEE(3)
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Common Stock, par value $0.001 per
share............................... 4,300,000(1) N/A $333.33 $0.09
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(1) The maximum number of shares of Sync common stock issuable in connection
with the merger, based on the sum of (a) 3,531,007 shares of Sync common
stock outstanding on May 12, 2000, and (b) 700,000 shares of Sync Series A
convertible preferred stock outstanding on May 12, 2000.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act, and calculated pursuant to
Rule 457(f) under the Securities Act. Pursuant to Rule 457(f)(2) under the
Securities Act, the proposed maximum aggregate offering price of the
registrant's common stock was calculated in accordance with Rule 457(f)(2)
under the Securities Act as one-third of the par value of the Osicom
securities being received in the transaction.
(3) This fee has been calculated pursuant to Section 6(b) of the Securities Act
as .0264 of one percent of $333.33.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
Pursuant to Rule 401 of the Securities Act of 1933, as amended, the
Registrant is filing this Amendment to its Registration Statement on Form S-4 as
filed with the Securities and Exchange Commission on May 19, 2000 (Registration
Statement No. 333-37510) (the "Registration Statement") to cure a defect in
Part II of such Registration Statement. Information reflecting that the
Registration Statement had been signed and dated by the indicated signatories
had been inadvertently omitted from page II-7 of the Registration Statement, and
this amendment is being filed solely to cure such defect. Manually signed
signature pages authenticating the signatures that appear in typed form in this
amendment to the Registration Statement have been retained by the Registrant,
copies of which are available upon request to the Securities and Exchange
Commission and its staff. The proxy statement/prospectus filed by the Registrant
as part of the Registration Statement is not being amended in any respect and is
incorporated by reference into this amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on May 19, 2000.
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<S> <C> <C>
SYNC RESEARCH, INC.
By: /s/ WILLIAM K. GUERRY
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William K. Guerry
President and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints William K. Guerry as his attorney-in-fact,
with full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective
amendments), and any and all Registration Statements filed pursuant to Rule 462
under the Securities Act of 1933, as amended, in connection with or related to
the offering contemplated by documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorney to any and all amendments
to said Registration Statement.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
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SIGNATURE TITLE DATE
--------- ----- ----
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President, Chief Executive
Officer (Principal
/s/ WILLIAM K. GUERRY Executive Officer) and
- ------------------------------------------- Chief Financial Officer May 19, 2000
William K. Guerry (Principal Financial
Officer) and Director
/s/ GREGORIO REYES
- ------------------------------------------- Chairman of the Board of May 19, 2000
Gregorio Reyes Directors
/s/ CHARLES A. HAGGERTY
- ------------------------------------------- Director May 19, 2000
Charles A. Haggerty
/s/ WILLIAM J. SCHROEDER
- ------------------------------------------- Director May 19, 2000
William J. Schroeder
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II-7
