<PAGE>
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
(212) 269-5420 (f)
October 11, 1996
VIA EDGAR
Securities and Exchange Commission
Mail Stop 3-10
450 5th Street, NW
Judiciary Plaza
Washington, D.C. 20549
Attn: Filing Desk
Ladies and Gentlemen:
Attached for filing with the Securities and Exchange Commission (the
"Commission") on behalf of Larscom Incorporated (the "Company") pursuant to
the Securities Act of 1933, as amended, is a conformed Registration Statement
on Form S-1 (the "Registration Statement") with exhibits, submitted
electronically via the EDGAR system, for an initial public offering of up to
8,050,000 shares of Class A Common Stock (including 1,050,000 shares of Class
A Common Stock subject to an underwriters' over-allotment option). Because
this is the first EDGAR filing by the Company, a hard copy of the
Registration Statement is being sent to OFIS Filer Support, SEC Operations
Center, 6432 General Green Way, Alexandria, VA 22312-2413, pursuant to Rule
901(d) of Regulation S-T. The Company has wired funds in the amount of
$34,152 for the registration fee to the Commission's account.
Concurrently with this filing, one conformed copy of the Registration
Statement with exhibits is being mailed to the Nasdaq National Market.
Please call the undersigned at (212) 701-3738 or W. Leslie Duffy at
(212) 701-3840 should you have any questions or comments with regard to this
matter.
Very truly yours,
Carrie E. Guillory
Attachment
cc: Deborah M. Soon
David E. Fisher
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1996
REGISTRATION NO. 333-14001
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
LARSCOM INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3661 94-2362692
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer
of incorporation or classification code number) Identification
organization) No.)
</TABLE>
4600 PATRICK HENRY DRIVE
SANTA CLARA, CA 95054
(408) 988-6600
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
DEBORAH M. SOON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LARSCOM INCORPORATED
4600 PATRICK HENRY DRIVE
SANTA CLARA, CA 95054
(408) 988-6600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
<TABLE>
<S> <C>
W. LESLIE DUFFY, ESQ. JEFFREY D. SAPER, ESQ.
CAHILL GORDON & REINDEL HOWARD S. ZEPRUN, ESQ.
80 PINE STREET WILSON SONSINI GOODRICH & ROSATI
NEW YORK, NY 10005 PROFESSIONAL CORPORATION
(212) 701-3000 650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale of
the Class A Common Stock being registered. All amounts are estimates except the
SEC registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee............................................ $ 34,152
NASD Filing Fee................................................. 11,770
Nasdaq NMS Fees................................................. 50,000
Printing Expenses............................................... 200,000
Legal Fees and Expenses......................................... 400,000
Accounting Fees and Expenses.................................... 350,000
D&O Liability Insurance......................................... 250,000
Blue Sky Fees and Expenses...................................... 7,500
Transfer Agent, Custodial and Registrar Fees.................... 7,500
Miscellaneous................................................... 189,078
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Total......................................................... $1,500,000
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</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL authorizes a court to award, or a corporation's
Board of Directors to grant, indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933, as amended (the "Securities Act"). Article Ninth of
the Registrant's Amended and Restated Articles of Incorporation (Exhibit 3.2
hereto) and Article VI of the Registrant's Amended By-laws (Exhibit 3.4 hereto)
will provide for indemnification of its directors, officers, employees, and
other agents to the maximum extent permitted by the DGCL. Reference is also made
to Section 11 of the Underwriting Agreement contained in Exhibit 1.1 hereto,
which provides for the indemnification of officers, directors, and controlling
persons of the Registrant against certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Not applicable.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement
3.1+ Certificate of Incorporation of the Registrant
3.2+ Form of Amended and Restated Certificate of Incorporation of the
Registrant
3.3+ By-laws of the Registrant
3.4+ Form of Amended By-laws of the Registrant
5.1 Opinion of Cahill Gordon & Reindel (a partnership including a
professional corporation)
10.1+ Form of Larscom Incorporated Stock Option Plan For Non-Employee
Directors
10.2+ Form of Larscom Incorporated Stock Incentive Plan
10.3+ Form of Larscom Incorporated Stock Purchase Plan
10.4+ Lease Agreement between Larvan Properties and the Company
10.5+ Partnership Agreement among Vanderson Construction, Donn H. Byrne,
John D. Brady, Thomas J. Cunningham, Jr. and the Company
10.6+ Form of Services Agreement between Axel Johnson and the Company
10.7+ Form of Credit Agreement between Axel Johnson and the Company
10.8+ Form of Tax Sharing Agreement between Axel Johnson and the Company
10.9+ Note between Axel Johnson and the Company dated August 23, 1996
10.10+ Form of Registration Rights Agreement between Axel Johnson and the
Company
11.1+ Statement re computation of per share earnings
21.1+ Subsidiaries of the Registrant
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1)
24.1 Power of Attorney
27.1+ Financial Data Schedule
</TABLE>
- ------------------------
+ Previously filed.
(b) Financial Statement Schedules
Report of Independent Auditors on Financial Statement Schedule.
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) That for purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
II-2
<PAGE>
(2) That for purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to each
purchaser.
(4) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED AMENDMENT NO. 3 TO THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PALO
ALTO, STATE OF CALIFORNIA, ON THE 18TH DAY OF NOVEMBER, 1996.
LARSCOM INCORPORATED
By: /s/ DEBORAH M. SOON
----------------------------------
Deborah M. Soon
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMENDMENT NO. 3
TO THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
President, Chief Executive
* Officer, and Director
- ------------------------------ (Chief Executive November 18, 1996
Deborah M. Soon Officer)
Vice President, Finance
* and Chief Financial
- ------------------------------ Officer (Chief Financial November 18, 1996
Bruce D. Horn Officer and Principal
Accounting Officer)
*
- ------------------------------ Director November 18, 1996
Paul E. Graf
*
- ------------------------------ Director November 18, 1996
Donald G. Heitt
*
- ------------------------------ Director November 18, 1996
Kevin N. Kalkhoven
*
- ------------------------------ Director November 18, 1996
Harvey L. Poppel
*
- ------------------------------ Director November 18, 1996
Joseph F. Smorada
*Pursuant to Power of Attorney
filed with the Commission as
Exhibit 24.1
/s/ DEBORAH M. SOON
- ------------------------------ Attorney-in-Fact November 18, 1996
Deborah M. Soon
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
1.1+ Form of Underwriting Agreement
3.1+ Certificate of Incorporation of the Registrant
3.2+ Form of Amended and Restated Certificate of Incorporation of the Registrant
3.3+ By-laws of the Registrant
3.4+ Form of Amended By-laws of the Registrant
5.1 Opinion of Cahill Gordon & Reindel (a partnership including a professional
corporation)
10.1+ Form of Larscom Incorporated Stock Option Plan For Non-Employee Directors
10.2+ Form of Larscom Incorporated Stock Incentive Plan
10.3+ Form of Larscom Incorporated Stock Purchase Plan
10.4+ Lease Agreement between Larvan Properties and the Company
10.5+ Partnership Agreement among Vanderson Construction, Donn H. Byrne, John D. Brady,
Thomas J. Cunningham, Jr. and the Company
10.6+ Form of Services Agreement between Axel Johnson and the Company
10.7+ Form of Credit Agreement between Axel Johnson and the Company
10.8+ Form of Tax Sharing Agreement between Axel Johnson and the Company
10.9+ Note between Axel Johnson and the Company dated August 23, 1996
10.10+ Form of Registration Rights Agreement between Axel Johnson and the Company
11.1+ Statement re computation of per share earnings
21.1+ Subsidiaries of the Registrant
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1)
24.1 Power of Attorney
27.1+ Financial Data Schedule
</TABLE>
- ------------------------
+ Previously filed.
<PAGE>
EXHIBIT 5.1
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
November 14, 1996
Ladies and Gentlemen:
We have acted as special counsel to Larscom Incorporated, a Delaware
corporation (the "Company") and Axel Johnson Inc., a Delaware corporation (the
"Selling Stockholder"), in connection with the Company's Registration Statement
on Form S-1 (No. 333-14001), as amended (the "Registration Statement"), relating
to the registration pursuant to the Securities Act of 1933, as amended (the
"Act"), of 8,050,000 shares of the Company's Class A common stock, par value of
$.01 per share (the "Class A Common Stock").
We advise you that in our opinion the shares of Class A Common Stock to be
sold by each of the Company and the Selling Stockholder, when issued in the
manner for the consideration contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the use of our name under the caption "Legal Matters"
and to the filing of this opinion with the Securities and Exchange Commission as
an exhibit to the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
Larscom Incorporated
4600 Patrick Henry Drive
Santa Clara, California 95054
Axel Johnson Inc.
300 Atlantic Street
Stamford, Connecticut 06901
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated October 23, 1996,
relating to the financial statements of Larscom Incorporated, which appears in
such Prospectus. We also consent to the references to us under the headings
"Experts" and "Selected Consolidated Financial Data" in such Prospectus.
However, it should be noted that Price Waterhouse LLP has not prepared or
certified such "Selected Consolidated Financial Data."
PRICE WATERHOUSE LLP
San Jose, California
November 18, 1996
<PAGE>
EXHIBIT 24
LARSCOM INCORPORATED
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Deborah M. Soon and Paul Graf, and each of
them acting individually, as his attorney-in-fact, each with full power of
substitution, for him and any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratify and confirming our signatures as they may be signed by
our said attorney to any and all amendments to said Registration Statement.
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
President, Chief Executive
/s/ DEBORAH M. SOON Officer, and Director
- ------------------------------ (Chief Executive October 11, 1996
Deborah M. Soon Officer)
Vice President, Finance
/s/ BRUCE D. HORN and Chief Financial
- ------------------------------ Officer (Chief Financial October 11, 1996
Bruce D. Horn Officer and Principal
Accounting Officer)
/s/ PAUL E. GRAF
- ------------------------------ Director October 11, 1996
Paul E. Graf
/s/ DONALD G. HEITT
- ------------------------------ Director November 15, 1996
Donald G. Heitt
/s/ KEVIN N. KALKHOVEN
- ------------------------------ Director November 15, 1996
Kevin N. Kalkhoven
/s/ HARVEY L. POPPEL
- ------------------------------ Director October 11, 1996
Harvey L. Poppel
/s/ JOSEPH F. SMORADA
- ------------------------------ Director October 11, 1996
Joseph F. Smorada
