IDENTIX INC
SC 13D/A, 1996-07-19
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

           Under the Securities Exchange Act of 1934 (Amendment No. 9)

                              IDENTIX INCORPORATED
                  ---------------------------------------------
                                (Name of Issuer)


                           COMMON STOCK (NO PAR VALUE)
                  ---------------------------------------------
                         (Title of Class of Securities)

                                    451906101
                            ------------------------
                                 (CUSIP Number)

                              Identix Incorporated
                   510 N. Pastoria Avenue Sunnyvale, CA 94086
                  Attn: Chief Financial Officer (408) 739-2000

    Christopher M. Wells, Esq., Coudert Brothers, 1114 Avenue of the Americas
                     New York, New York 10036 (212) 626-4400
    -------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 July 19, 1996
                  ---------------------------------------------
                      (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 |_|. (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.
See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's

initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                             Exhibit Index: Page 9
                               Page 1 of 16 Pages


<PAGE>



                                  SCHEDULE 13D

CUSIP No. 451906101                                           Page 2 of 16 Pages
          ---------------

1    Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

               Ascom Holding AG


2    Check the Appropriate Box If a Member of a Group*
                                            a.  |_|
                                            b.  |_|

3    SEC Use Only

4    Source of Funds*

               00

5    Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
     2(d) or 2(e) |_|

6    Citizenship or Place of Organization

               Netherlands Antilles

                      7      Sole Voting Power
  Number of                         0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          5,418,224
    Each
  Reporting           9      Sole Dispositive Power
   Person                           5,428,224
    With
                      10     Shared Dispositive Power
                                    0

11   Aggregate Amount Beneficially Owned by Each Reporting Person

               5,418,224

12   Check Box If the Aggregate Amount in Row (11) Excludes Certain
     Shares*                                    |_|

13   Percent of Class Represented By Amount in Row (11)

               28%


14   Type of Reporting Person*

               CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



                                         SCHEDULE 13D

CUSIP No. 451906101                                           Page 3 of 16 Pages
          ---------------

1    Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

               Ascom USA Inc.


2    Check the Appropriate Box If a Member of a Group*
                                            a.  |_|
                                            b.  |_|

3    SEC Use Only

4    Source of Funds*

               00

5    Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
     2(d) or 2(e) |_|

6    Citizenship or Place of Organization

               Switzerland

                      7      Sole Voting Power
  Number of                         0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          5,413,224
    Each
  Reporting           9      Sole Dispositive Power
   Person                           5,413,224
    With
                      10     Shared Dispositive Power
                                    0

11   Aggregate Amount Beneficially Owned by Each Reporting Person

               5,413,224

12   Check Box If the Aggregate Amount in Row (11) Excludes Certain
     Shares*                                    |_|

13   Percent of Class Represented By Amount in Row (11)

               28%


14   Type of Reporting Person*

               CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



Item 1.   Security and Issuer

          The security to which this statement relates is the common stock, no
par value, of Identix Incorporated, a California corporation ("Identix" or the
"Issuer"), 5,413,224 shares of which are now owned by Ascom USA Inc. (the
"Common Stock"). The Issuer's principal executive offices are located at 510 N.
Pastoria Avenue, Sunnyvale, California 94086.

Item 2.   Identity and Background.

          This Amendment No. 9 (this "Ninth Amended Statement") to Schedule 13D
relating to the Common Stock is being filed on behalf of Ascom USA Inc., a
Delaware corporation ("Ascom USA"), and Ascom Holding AG, a Swiss corporation
which may be deemed to indirectly control Ascom USA ("Ascom AG" and, together
with Ascom USA, sometimes collectively referred to herein as the "Reporting
Persons"), in order to report certain recent transactions relating to the
ownership of the Common Stock by the Reporting Persons. The Reporting Persons
are principally engaged, themselves and through their affiliates, in the
development, manufacture and distribution of products relating to
telecommunications, mailing and measuring equipment and automation of services.
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended
(the "Act"), the Reporting persons jointly file this Statement. A copy of their
Joint Filing Agreement is attached hereto as Exhibit A.

          The principal office and business of Ascom USA is located at 9 East
Ninth Street, Apt. 1, New York, NY 10003. The executive officers and directors
of Ascom USA are set forth on Exhibit C. The principal office and business of
Ascom AG is located at Belpstrasse 37, CH-3000 Bern 14, Switzerland.

          This Ninth Amended Statement amends the initial Schedule 13D filed
with the Securities and Exchange Commission on behalf of Ascom Hasler Ltd.
("Ascom Hasler") on September 12, 1988 (the "Initial Statement"), the First
Amendment to Schedule 13D filed on October 25, 1988 (the "First Amended
Statement"), the Second Amendment to schedule 13D filed on December 23, 1988
(the "Second Amended Statement"), the Third Amendment to Schedule 13D filed on
March 23, 1989 (the "Third Amended Statement"), the Fourth Amendment to Schedule
13D filed on December 13, 1989 (the "Fourth Amended Statement"), the Fifth
Amendment to Schedule 13D filed on July 24, 1990 (the "Fifth Amended
Statement"), the Sixth Amendment to Schedule 13D filed on December 26, 1990 (the
"Sixth Amended Statement"), the Seventh Amendment to Schedule 13D filed on
August 13, 1992 (the "Seventh Amended Statement") and the Eighth Amendment to
Schedule 13D filed on March 30, 1994 (the "Eighth Amended Statement"), all of
which are incorporated by reference herein and are referred to collectively
herein as the "Prior Filings." Unless otherwise stated herein, all capitalized
terms used in this Ninth Amended Statement have the same meanings as those set
forth in the Prior Filings.

Item 3.   Source and Amount of Funds or Other Consideration.

          Pursuant to an internal reorganization, Ascom Holding, Inc., a

Delaware corporation which is a wholly-owned subsidiary of Ascom AG and which
owns all of the

                               Page 4 of 16 Pages

<PAGE>



outstanding shares of Ascom USA ("Ascom Holding"), contributed to Ascom USA all
rights in the Common Stock and to the related voting trust certificate referred
to in Item 6 below on July [ ], 1996.

Item 4.   Purpose of Transactions.

          The contribution of the Common Stock by Ascom Holding to Ascom USA was
effected for the purpose of an internal reorganization of Ascom AG and related
entities. Ascom USA has entered into discussions with the Issuer regarding the
registration of a portion of the Common Stock, and may, from time to time, sell
all or any portion of the Common Stock in one or more private transactions or in
open market transactions once the Common Stock is registered.

          Except as described herein and as set forth in the Prior Filings, the
Reporting Persons have no present plans or proposals which may relate to the
types of changes or transactions described in clauses (a)-(j) of Item 4 of
Schedule 13D.

Item 5.   Interest in Securities of the Issuer.

          (a) and (b). The aggregate number of shares and percentage of Common
Stock of the Issuer beneficially owned by the Reporting Persons, as well as the
number of shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to direct
the disposition, or shared power to dispose or direct the disposition of the
Reporting Persons are as follows:


<TABLE>
<CAPTION>
                   No of Shares                         Power to Vote(1)              Power to Dispose
                   Beneficially   Percentage of      ---------------------          --------------------
Person                Owned          Class           Sole           Shared          Sole          Shared
- - ------                -----          -----           ----           ------          ----          ------
<S>                 <C>               <C>         <C>             <C>               <C>            <C>
Ascom USA           5,418,224         28%         5,418,224       5,418,224          -0-            -0-

Ascom AG(2)         5,418,224         28%         5,418,224       5,418,224          -0-            -0-
</TABLE>

    (1)   The Common Stock is subject to a voting trust more fully described in
          Item 6 pursuant to which Ascom USA has no voting power except to cast
          votes regarding certain extraordinary corporate events.

    (2)   Since Ascom USA is 100% owned by Ascom AG, Ascom AG is also the

          beneficial owner of the Common Stock directly owned by Ascom USA.


          (c) Except as described in Item 6 below, neither the Reporting Persons
nor, to the best of their knowledge and belief, any officer, director or
controlling person of the Reporting Persons has effected any transactions in the
Issuer's common stock during the past sixty (60) days.

          (d) No person other than the Reporting Persons have the right to
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of the Common Stock. At the present time, the Reporting Persons
have no right to receive, or power to direct

                               Page 5 of 16 Pages

<PAGE>



the receipt of, dividends from or proceeds from the sale of any other shares of
the Issuer's common stock.

          (e) Not applicable.

Item 6.   Contracts, Arrangements, Understandings or
          Relationships with Respect to securities of the Issuer

Voting Trust

     The Issuer and its wholly-owned subsidiary ANADAC, Inc., a Virginia
corporation ("ANADAC"), engage in the business of designing and manufacturing
isometric identification and live-scan products and providing engineering,
management, construction management and information technology services. Certain
agencies and departments of the United States Government (the "Agencies") are
important customers of the Issuer and ANADAC. Accordingly, the personnel of the
Issuer and ANADAC and offices and plants of the Issuer and ANADAC require
facility and personnel security clearances (the "Security Clearances") issued
under the United States Department of Defense Industrial Security Regulations,
the United States Department of Energy Regulations, and other agencies'
applicable security rules and regulations (collectively, the "Regulations").
Such Regulations require that the Issuer and ANADAC be effectively insulated
from foreign ownership, control and influence.

     In order to comply fully with the Regulations, the Common Stock is subject
to a Voting Trust Agreement dated September 2, 1994 (the "Voting Trust") among
Ascom Holding, the Issuer and William Colby (the "Voting Trustee") providing for
the nomination of a citizen of the United States as the Voting Trustee. ASCOM
USA has been added as a joined party to the Voting Trust. Under the Voting
Trust, the Voting Trustee has the right to exercise in person or by proxy all
rights and powers of every kind and nature, including the right to vote, as if
he was the absolute owner of the Common Stock. However, unless the Voting
Trustee has received prior approval of Ascom USA or the consent to any and every
act in the same manner and to the same extent, the Voting Trustee is not
authorized to take action involving: (i) the sale or disposal in any manner of

all or substantially all of the property, assets or business of the Issuer; (ii)
the pledge, mortgage or other encumbrance of all or substantially all of the
assets of the Issuer or any of the Common Stock; (iii) any merger,
consolidation, reorganization or dissolution of the Issuer; (iv) the filing or
making of any petition under the Federal Bankruptcy Act or any other acts of
similar character; or (v) the consummation of a tender offer for the voting
stock of the Issuer resulting in a change of control of the Issuer.

Stock Option Agreement

     As reported in the Prior Filings, Ascom Hasler and the Issuer entered into
a Stock Option Agreement (the "Stock Option Agreement") and Registration Rights
Agreement (the "Registration Rights Agreement"), each dated March 13, 1989. The
Stock Option Agreement was amended on April 20, 1989, August 8, 1989, December
14, 1990, December 12, 1991 and September 2, 1994. The Registration Rights
Agreement was amended on September 2, 1994.


                               Page 6 of 16 Pages

<PAGE>



     Pursuant to an internal reorganization, Ascom Hasler transferred the Common
Stock to Ascom Holding on September 2, 1994. In connection therewith, and to
accommodate the provisions of the Voting Trust, Ascom Hasler, Ascom Holding and
the Issuer entered into an amendment ("Amendment Number 5") to the Stock Option
Agreement and an amendment ("Registration Rights Amendment") to the Registration
Rights Agreement.

     Amendment Number 5, among other things, modified the restrictions on
transfer contained in the Stock Option Agreement to prevent public sales from
disrupting the market for the Issuer's stock and to prohibit transferees from
attaining a net ownership of more than 5% of the voting stock of the Issuer.
Such amendment also gave the Issuer a right of first refusal on private sales,
accommodated the provisions of the Voting Trust, and added Ascom Holding as a
party.

     The Registration Rights Amendment added Ascom Holding as a party and
granted certain additional demand registration rights to Ascom Holding.

Transfer of Common Stock

     Pursuant to a further internal reorganization, Ascom Holding transferred
all rights in the Common Stock and the related voting trust certificates to
Ascom USA on July [ ], 1996. Ascom USA has also assumed all of the rights and
obligations of Ascom Holding and Ascom Hasler under the Voting Trust, the Stock
Option Agreement and the Registration Rights Agreement, as amended.

Item 7.   Material to be filed as Exhibits.

Exhibit             Description
- - -------             -----------


A                   Joint Filing Agreement, dated July 19, 1996
                    between Ascom AG and Ascom USA

B                   Contribution Agreement between Ascom Holding
                    Inc. and Ascom USA Inc., dated July 12, 1996

C                   Officers and Directors of Ascom USA



                               Page 7 of 16 Pages

<PAGE>

                                    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:  July 19,  1996
                                                  ASCOM USA INC.



                                                By: /s/ Norbert Weissberg
                                                    --------------------------
                                                    Name:  Norbert Weissberg
                                                    Title: President


                                                ASCOM HOLDING AG



                                                By: M. Zimmerman
                                                    --------------------------
                                                    Name:  M. Zimmerman
                                                    Title: First Vice President 


                                                By: P. Loosli
                                                    --------------------------
                                                    Name:  P. Loosli
                                                    Title: First Vice President 







                               Page 8 of 16 Pages

<PAGE>

                                  EXHIBIT INDEX

                                                                  Sequentially  
Exhibit        Description                                        Numbered Pages
- - -------        -----------                                        --------------

A              Joint Filing Agreement, dated July 19, 1996
               between Ascom AG and Ascom N.V.

B              Contribution Agreement between Ascom Holding
               Inc. and Ascom USA Inc. dated as of July 12, 1996

C              Officers and Directors of Ascom USA


                               Page 9 of 16 Pages



<PAGE>

                                    EXHIBIT A

                             JOINT FILING AGREEMENT


     This Agreement is filed as an exhibit to the Schedule 13D being filed by
Ascom Holding AG and Ascom USA Inc., in compliance with Section 13d-1(f) of
the Securities and Exchange Act of 1934, which requires an agreement in writing
indicating that the Schedule 13D to which this Agreement is attached is filed on
behalf of the below-named corporations, that they are each responsible for the
timely filing of the Schedule 13D and any amendments thereto and for the
completeness and accuracy of the information concerning such person contained
therein.


Dated:  July 19, 1996

                                                ASCOM HOLDING AG


                                                By: /s/    M. Zimmerman
                                                    --------------------------
                                                    Name:  M. Zimmerman
                                                    Title: First Vice President 


                                                By: /s/    P. Loosli
                                                    ---------------------------
                                                    Name:  P. Loosli
                                                    Title: First Vice President 


                                                ASCOM USA INC.


                                                By: /s/    Norbert Weissberg
                                                    --------------------------- 
                                                    Name:  Norbert Weissberg
                                                    Title: President 


                               Page 10 of 16 Pages



<PAGE>

                                   EXHIBIT B

                             CONTRIBUTION AGREEMENT


     This AGREEMENT ("Agreement") is dated as of July 12, 1996 by and among
ASCOM HOLDING, INC., a Delaware corporation ("Ascom Holding"), and ASCOM USA
INC., a Delaware corporation ("Ascom USA").


                              W I T N E S S E T H :

     WHEREAS, Ascom Holding desires to contribute to the capital of Ascom USA
5,418,224 shares of common stock (the "Shares") of Identix Incorporated, a
California corporation ("Identix"), held by Ascom Holding;

     NOW, THEREFORE, in consideration of the premises and the mutual and
independent covenants hereinafter set forth, the parties hereto agree as
follows:

1.   Assignment.

     (a) Subject to the terms and conditions hereof, Ascom Holdings hereby
assigns to Ascom USA all right, title and interest in and to the Shares free and
clear of any and all pledges, security interests, liens and encumbrances of any
nature whatsoever, except that the Shares shall continue to be subject to a
Voting Trust Agreement dated as of September 2, 1994 among Identix, William E.
Colby (the "Voting Trustee") and Ascom Holding (the "Voting Trust Agreement").

     (b) Ascom Holding hereby assigns to Ascom USA of all of the rights of Ascom
Holding under (i) the Voting Trust Agreement and (ii) that certain Stock Option
Agreement and Registration Rights Agreement dated as of March 13, 1983 between
Identix and Ascom Holding AG, as amended.

2.   Delivery.

     Simultaneously herewith, Ascom Holding shall deliver to Ascom USA the
following documents in form and substance reasonably satisfactory to Ascom USA
and its counsel:

     (a) The voting trust certificate issued to Ascom Holding under the Voting
Trust Agreement representing the Shares.

     (b) A stock power in proper form for transfer of the Shares duly executed
by Ascom Holding.

     (c) A form of notice to the Voting Trustee and Identix and a form of
certificate that Ascom USA is a Foreign Person, in each case as required under
Section 2.03 of the Voting Trust Agreement, duly executed by Ascom Holding.

                              Page 11 of 16 Pages


<PAGE>

                                       
3.   Representations and Warranties of Ascom Holding.

     Ascom Holding hereby represents and warrants to Ascom USA as follows:

     (a) Upon the transfer of the Shares to Ascom USA in accordance with this
Agreement, good and marketable title in and to the Shares will have been
transferred and sold to Ascom USA, free and clear of all liens, charges,
security interests, equities, encumbrances and assessments of any nature
whatsoever, except for the Voting Trust Agreement.

     (b) Ascom Holding has full legal right, power and authority to execute and
deliver this Agreement and to duly perform and observe the terms and conditions
hereof and such actions do not contravene any statutory, legal or contractual
obligation, undertaking or restriction binding on Ascom Holding.

     (c) This Agreement constitutes the legal, valid and binding obligation of
Ascom Holding, enforceable in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, conservatorship, receivership,
liquidation, reorganization, moratorium or similar laws or equitable principles
affecting the enforcement of creditors' rights generally.

     (d) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the compliance with or fulfillment of the
terms and conditions hereof will not violate or conflict with any provision of
the Articles of Incorporation or By-laws of Ascom Holding, or any law,
regulation, judgment, order, writ, injunction or decree of any court or
governmental authority.

     (e) The negotiations relating to this Agreement and the transactions
contemplated hereby have been conducted without the intervention of any person
acting on behalf of Ascom Holding in such manner as to give rise to any valid
claim for any brokerage or finders fee or commission.

     (f) Ascom Holding is not a "foreign person" as defined in Section
1445(f)(3) of the Internal Revenue Code of 1986, as amended.

4.   Representations and Warranties of Ascom USA.

     Ascom USA hereby represents and warrants to Ascom Holding as follows:

     (a) Ascom USA is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.

     (b) Ascom USA has full legal right, power and authority to execute and
deliver this Agreement and to duly perform and observe the terms and conditions
hereof and such actions

                              Page 12 of 16 Pages

<PAGE>




do not contravene any statutory, legal or contractual obligation or restriction
binding on Ascom USA.

     (c) This Agreement constitutes the legal, valid and binding obligation of
Ascom USA, enforceable in accordance with its respective terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, conservatorship,
receivership, liquidation, reorganization, moratorium or similar laws or
equitable principles affecting the enforcement of creditors, rights generally.

     (d) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the performance by Ascom USA of the terms
and conditions hereof shall not violate or conflict with any provision of the
Articles of Incorporation or By-laws of Ascom USA, or any law, regulation,
judgment, order, writ, injunction or decree of any court or governmental
authority.

     (e) The negotiations relating to this Agreement and the transactions
contemplated hereby have been conducted without the intervention of any person
acting on behalf of Ascom USA in such manner as to give rise to any valid claim
for any brokerage or finders fee or commission.

5.   No Waiver of Rights.

     No failure or delay on the part of any party in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, and no single or
partial exercise of any such power, right or privilege shall preclude other or
further exercise thereof or of any other right, power or privilege. All rights
and remedies existing under this Agreement are cumulative with, and not
exclusive of, any rights or remedies otherwise available. No waiver shall be
binding unless in writing and signed by the party to be charged or a qualified
officer thereof.

6.   Notice.

     All notices hereunder shall be in writing and shall be either personally
delivered, transmitted by postage prepaid registered or certified mail,
transmitted by telex or telecopier, or transmitted by internationally recognized
courier service to the parties hereto at their respective addresses. Except as
otherwise specified herein, all notices and other communications shall be deemed
to have been duly given on (a) the date of delivery, in the case of notice by
personal delivery, (b) the date seven days after mailing, in the case of notice
by registered or certified mail, (c) the date of transmission, with confirmed
answerback, in the case of notice by telex or telecopier, and (d) two days after
mailing, in the case of mailing by an internationally recognized courier
service. All notices to Ascom Holding shall be sent to:

                             Ascom Holding Inc.
                             19 Forest Parkway
                             Shelton, Connecticut  06484

                              Page 13 of 16 Pages


<PAGE>


                                     
                             Attention:  President

All notices to Ascom USA shall be sent to:

                             Ascom USA Inc.
                             c/o Norbert Weissberg
                             9 East Ninth Street, Apt. 1
                             New York, NY  10003


7.   Governing Law.

     This Agreement and the rights and obligations of the parties hereto shall
be governed by and construed in accordance with the laws of the State of New
York, without regard to the conflict of law provisions thereof.

8.   Dispute Resolution.

     All disputes, claims or controversies arising out of or in connection with
this Agreement shall be subject to the jurisdiction of the courts of the State
of New York located in the City of New York and the United States District Court
for the Southern District of New York.

9.   Assignment; Successors.

     This Agreement shall inure to the benefit of and be binding upon the heirs,
successors and assigns of all parties. Neither party may assign or transfer any
of its interests, rights or obligations under this Agreement without the prior
written consent of the other party.

10.  Further Assurances.

     The parties hereto agree that, from time to time hereafter, and upon
request, each of them will execute, acknowledge and deliver such other documents
and instruments as may be required to carry out more effectively the terms and
conditions of this Agreement.

11.  Entire Agreement; Modifications; Severability.

     This Agreement together with the other agreements referred to herein,
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements,
representations and understandings, written or oral, of the parties. This
Agreement may not be modified or amended except by a writing signed by each of
the parties hereto. The invalidity, illegality or unenforceability for any
reason of any one or more provisions of this Agreement shall not affect the
validity, legality or enforceability of the remainder of this Agreement.

                              Page 14 of 16 Pages


<PAGE>


                                     

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.


                                                ASCOM USA INC.



                                                By: /s/    Norbert Weissberg
                                                    --------------------------- 
                                                    Name:  Norbert Weissberg
                                                    Title: President 



                                                ASCOM HOLDING, INC.



                                                By: /s/    Norbert Weissberg
                                                    --------------------------- 
                                                    Name:  Norbert Weissberg
                                                    Title: President 
                              

                              Page 15 of 16 Pages



<PAGE>
                                    EXHIBIT C


                    DIRECTORS, EXECUTIVE OFFICERS AND OTHERS
                      CONTROLLING PERSONS OF ASCOM USA INC.

     The following table sets forth the name and present principal occupation
and employment of each director and executive officer of Ascom USA Inc.


                                        Positions and Offices Held and Principal
Name                                    Occupation or Employment and Address
- - ----                                    ------------------------------------

Board:

Norbert Weissberg (U.S.)                President, Ascom Holding, Inc.
        Director, President             9 East Ninth Street, Apt. 1,
                                        New York, NY 10003

Edward Hutson (U.K.)                    Controller, Ascom AG
        Director, Treasurer             Belpstrasse 37, CH-3000
                                        Bern 14, Switzerland

Jakob Schlapbach (Swiss)                Chief Financial Officer, Ascom AG
        Director, Vice President        Belpstrasse 37, CH-3000
                                        Bern 14, Switzerland

Erwin Krattli (Swiss)                   Treasurer, Ascom AG
        Vice President                  Belpstrasse 37, CH-3000
                                        Bern 14, Switzerland

Markus Zimmermann (Swiss)               General Counsel, Ascom AG
        Director, Secretary             Belpstrasse 37, CH-3000
                                        Bern 14, Switzerland




                               Page 16 of 16 Pages



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