As filed with the Securities and Exchange Commission on July 10, 1997
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOSCOM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 16-1192368
(State or other juris- (I.R.S. Employer
diction of incorporation identification No.)
or organization)
3750 Monroe Avenue
Pittsford, New York 14534
(716) 381-6000
(Address, including zip code,
and telephone number,
including area code,
of registrants principal
executive offices)
Robert L. Boxer, Esq.
Vice President, Secretary and
Corporate Counsel
Moscom Corporation
3750 Monroe Avenue
Pittsford, New York 14534
(716) 381-6000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Thomas E. Willett, Esq.
Harris Beach & Wilcox, LLP
130 East Main Street
Rochester, New York 14604
(716) 232-4440
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON
AS PRACTICABLE AFTER THIS 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. ___
<PAGE>
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. _X_
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 registrations 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.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Each Class Amount Offering Aggregate of Regis-
of Securities to be to be Price Per Offering tration
Registered Registered Share (1) Price (1) Fee
Common Stock,
$.10 par value 550,000 $4.875 $2,681,250 $812.50
shares
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and based upon prices on the Nasdaq National
Market on June 10, 1997.
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), SHALL DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JULY 10, 1997
550,000 Shares
MOSCOM CORPORATION
Common Stock
The shares of common stock, $.10 par value per share (the Common Stock), of
Moscom Corporation (Moscom or the Company) covered by this Prospectus are
issued and outstanding shares which may be offered and sold, from time to
time, for the account of a stockholder of the Company (the Selling
Stockholder). See Selling Stockholder. The shares of Common Stock covered
by this Prospectus were issued or will be issued to the Selling Stockholder
in private placements pursuant to a Private Equity Line of Credit Agreement
between the Company and the Selling Stockholder dated June 4, 1997. All of
the shares offered hereunder are to be sold by the Selling Stockholder.
The Company will not receive any of the proceeds from the sale of the
shares by the Selling Stockholder.
The Selling Stockholder may from time to time sell the shares covered by
this Prospectus on the Nasdaq National Market in ordinary brokerage
transactions, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See Plan of
Distribution. The Common Stock is traded on the Nasdaq National Market
under the symbol MSCM. On June 10, 1997, the last reported sale price on
the Nasdaq National Market was $4.875.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS, ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______________, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the Commission). Reports, proxy statements and other
information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied
at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commissions regional
offices located at 7 World Trade Center, Suite 1300, New York, New York
10048, and at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials also may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. In addition, the Company
is required to file electronic versions of these documents with the
Commission through the Commissions Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system. The Commission maintains a World Wide Web site
at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The Common Stock of the Company is
traded on the Nasdaq National Market. Reports and other information
concerning the Company may be inspected at the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the Securities Act), with
respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all the information set forth in the Registration Statement and
the exhibits and schedules thereto, as certain items are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company and the shares of Common Stock
offered hereby, reference is made to such Registration Statement and the
exhibits and schedules thereto, which may be inspected without charge at
the office of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of which may be obtained from the Commission at
prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(2) The description of the Companys common stock contained in the
Companys registration statement on Form 8-A, which became
effective on October 3, 1985.
(3) The Companys Current Report on Form 8-K filed on February 18, 1997.
(4) The Companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
<PAGE>
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the termination of the offering of the Common Stock registered
hereby shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the foregoing documents incorporated by reference
into this Prospectus (without exhibits to such documents other than
exhibits specifically incorporated by reference into such documents).
Requests for such copies should be directed to the Secretary of the
Company, 3750 Monroe Avenue, Pittsford, New York 14534; telephone (716)
381-6000.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
THE COMPANY
The Companys executive offices are located at 3750 Monroe Avenue,
Pittsford, New York 14534 (telephone (716) 381-6000). The Company was
organized in January, 1983. As used in this Prospectus, the terms the
Company and Moscom refer to Moscom Corporation, a Delaware corporation, and
its subsidiaries. The Company produces telecommunications management
systems, telephone company billing systems, and voice recognition products
for users and providers of telecommunications services in the global
market.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
<PAGE>
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus were issued or will
be issued to Deere Park Capital Management, Inc. in a private placement.
On June 4, 1997, the Company and the Selling Stockholder entered into a
Private Equity Line of Credit Agreement (the Credit Agreement). At that
time, the Company received $750,000 from the Selling Stockholder and a
total of 187,500 shares of Common Stock were issued in the name of the
Selling Stockholder and were placed in escrow and the Selling Stockholder
also received a warrant related to the purchase of up to 75,000 shares of
Common Stock of the Company. The number of such escrowed shares ultimately
issued to the Selling Stockholder will be calculated based on the market
value of the Companys Common Stock upon the effectiveness of this
Registration Statement and thirty days thereafter. The Company has the
right, for a period of two years commencing on the date hereof (the Option
Period), to sell to the Selling Stockholder additional shares of Common
Stock at a price of 88% of the market price on the purchase date. In no
event shall the Selling Stockholder be committed to make purchases in
excess of $6.0 million. In the event that the Company elects to sell less
than $2.25 million in aggregate purchase price of shares of Common Stock,
then the Company is obligated to issue to the Selling Stockholder another
warrant related to the purchase of up to 75,000 shares of Common Stock.
The following table sets forth the number of shares of Common Stock
beneficially owned by the Selling Stockholder as of June 10, 1997, the
number of shares to be offered by the Selling Stockholder pursuant to this
Prospectus and the number of shares to be beneficially owned by the Selling
Stockholder if all of the shares offered hereby are sold as described
herein. The Selling Stockholder has not held any positions or offices
with, been employed by, or otherwise had a material relationship with, the
Company or any of its predecessors or affiliates.
Name of Number of Number of Number of
Selling Shares of Shares of Shares of
Stockholder Common Stock Common Stock Common Stock
Beneficially owned Offered Beneficially owned
as of June 10, 1997(1) Hereby After Offering
Deere Park Capital
Management, Inc. 550,000 550,000 0
(1) Includes shares now owned, together with a portion of the shares that
may be acquired, from time to time, pursuant to the Credit Agreement.
Also includes 75,000 shares of Common Stock that may be acquired upon
the exercise of a warrant held by the Selling Stockholder.
<PAGE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Stockholder. The Selling Stockholder will act
independently of the Company in making decisions with respect to the
timing, manner and size of each sale. Such sales may be made in the over-
the-counter market or otherwise, at prices related to then current market
price or in negotiated transactions, including pursuant to an underwritten
offering or one or more of the following methods: (a) purchases by the
broker-dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (b) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; and (c) block
trades in which the broker-dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction. The Company has been advised by
the Selling Stockholders that they have not made any arrangements relating
to the distribution of the shares covered by this Prospectus. In effecting
sales, broker-dealers engaged by the Selling Stockholders may arrange for
other broker-dealers to participate. Broker-dealers will receive
commissions or discounts from the Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Stock Purchase Agreements
between certain of the Selling Shareholders and the Company provide that
the Company will indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act.
In the offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-
dealers who execute sales for the Selling Stockholders may be deemed to be
underwriters within the meaning of the Securities Act in connection with
such sales, and any profits realized by the Selling Stockholders and the
compensation of such broker-dealer may be deemed to be underwriting
discounts and commissions. In addition, any shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. None of the shares
covered by this Prospectus presently qualify for sale pursuant to Rule 144.
The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of Common Stock included herein they
are required to comply with certain rules included in Regulation M under
the Exchange Act (as those Rules are described in more detail below) and,
in connection therewith, that they may not engage in any stabilization
activity in connection with Moscom securities, are required to furnish to
each broker-dealer through which Common Stock included herein may be
offered copies of this Prospectus, and may not bid for or purchase any
securities of the Company or attempt to induce any person to purchase any
Moscom securities except as permitted under the Exchange Act. The Selling
Stockholders have agreed to inform the Company when the distribution of the
shares is completed.
<PAGE>
Rule 101 and 102 of Regulation M under the Exchange Act prohibits, with
certain exceptions, participants in a distribution from bidding for or
purchasing, for an account in which the participant has a beneficial
interest, any of the securities that are the subject of the distribution.
Rule 104 governs bids and purchase made in order to stabilize the price of
a security in connection with a distribution of the security.
This offering will terminate on the earlier of (a) June 30, 1999 or (b) the
date on which all shares offered hereby have been sold by the Selling
Stockholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Harris Beach & Wilcox, LLP, Rochester, New York.
EXPERTS
The consolidated financial statements and schedule of the Company
incorporated by reference in this Prospectus and elsewhere in
this Registration Statement to the extent and for the period
indicated in their report have been audited by Arthur Andersen
LLP, independent public accountants, and are included herein in
reliance upon the authority of said firm as experts in giving
said reports.
The consolidated financial statements of Moscom at December 31,
1995 and 1994 and for each of the two years in the period ended
December 31, 1995, and the related consolidated financial
statement schedule for each of the two years in the period ended
December 31, 1995 incorporated in this prospectus by reference
from the Companys Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in
reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
NATURE OF EXPENSE
SEC Registration Fee $812.50
Legal (including Blue Sky)
and Accounting Fees and Expenses $2,000*
Miscellaneous $1,000*
*Estimated
TOTAL $3,812.50*
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at
the request of the corporation in related capacities against amounts paid
and expenses incurred in connection with an action or proceeding to which
he is or is threatened to be made a party by reason of such position, if
such person shall have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, in any criminal proceeding, if such person had no reasonable cause to
believe his conduct was unlawful, provided that, in the case of actions
brought by or in the right of the corporation, no indemnification shall be
made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the adjudicating court determines that such indemnification is proper under
the circumstances. The Companys Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the fullest
extent permitted by the Delaware General Corporation Law.
The Companys Certificate of Incorporation also provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of his fiduciary duty as a director, except for liability (i) for
any breach of the directors duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law or (iv) for any transaction in
which the director derived an improper personal benefit.
The By-laws of the Company contain provisions to the effect that each
director, officer and employee of the Company shall be indemnified by the
Company against liabilities and expenses in connection with any legal
proceedings to which he may be made a party with which he may become
involved or threatened by reason of having been an officer, director or
employee of the Company or of any other organization at the request of the
Company. The provisions include indemnification with respect to matters
covered by a settlement. Any such indemnification shall be made only if
the Board determines by a majority vote of a quorum consisting of
disinterested directors or by stockholders, that indemnification is proper
in the circumstances because the person seeking indemnification has met the
applicable standards of conduct. It must be determined that the director,
officer or employee acted in good faith with the reasonable belief that his
action was in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, that he had no
reasonable cause to believe his conduct was unlawful.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
4.1 Restated Certificate of Incorporation of the Company *
4.2 Amended By-laws of the Company **
5.1 Opinion of Harris Beach & Wilcox, LLP
23.1 Consent of Arthur Andersen LLP (appears on page II-5)
23.2 Consent of Deloitte & Touche LLP (appears on page II-6)
23.3 Consent of Harris Beach & Wilcox, LLP (appears in Exhibit 5.1)
24.1 Power of Attorney (appears on Page II-4)
* Incorporated by reference from Exhibit 4-1 to the Companys
Registration Statement on Form S-18 (No. 2-96787), filed on March 22, 1985.
** Incorporated by reference from Exhibit 3 to the Companys Registration
Statement on Form S-8, filed October 5, 1992.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the Securities Act);
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act) that are incorporated by reference in this
Registration Statement.
(2) That, for the 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 the time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
II-2
<PAGE>
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Companys annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of
such securities at the time shall be deemed to be the initial BONA FIDE
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the indemnification provisions described herein, or
otherwise, the Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 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 Company
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized on the ___ day of July, 1997.
MOSCOM CORPORATION
By:
DAVID G. MAZZELLA
PRESIDENT
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints David G.
Mazzella and Robert L. Boxer, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-3 of
Moscom Corporation and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them or their or his substitutes or substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 10 day of July, 1997.
SIGNATURE TITLE
___________________________________ President and Director
David G. Mazzella (Chief Executive Officer)
___________________________________ Treasurer
Ronald C. Lundy (Principal Accounting Officer)
___________________________________ Chairman of the Board
John E. Mooney of Directors
___________________________________ Director
Victor De Jong
___________________________________ Director
William J. Reilly
___________________________________ Director
Harry E. Rhody
___________________________________ Director
Fred E. Strauss
II-4
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our report and to all references to our firm included
in or made a part of this Registration Statement.
/s/Arthur Andersen LLP
Arthur Andersen LLP
Rochester, New York
July 10, 1997
II-5
<PAGE>
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this
Registration Statement of MOSCOM Corporation on Form
S-3 of our report dated February 7, 1996, appearing in the
Annual Report on Form 10-K of MOSCOM Corporation for the
year ended December 31, 1996 and to the reference to us
under the heading Experts in the Prospectus, which is part
of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Rochester, New York
July 10, 1997
II-6
<PAGE>
Exhibit Index
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
4.1 Restated Certificate of Incorporation of the Company *
4.2 Amended By-laws of the Company **
5.1 Opinion of Harris Beach & Wilcox, LLP
23.1 Consent of Arthur Andersen LLP (appears on page II-5)
23.2 Consent of Deloitte & Touche LLP (appears on page II-6)
23.3 Consent of Harris Beach & Wilcox, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (appears on Page II-4)
* Incorporated by reference from Exhibit 4-1 to the Companys
Registration Statement on Form S-18 (No. 2-96787), filed on March 22, 1985.
** Incorporated by reference from Exhibit 3 to the Companys Registration
Statement on Form S-8, filed October 5, 1992.
<PAGE>
EXHIBIT 5.1
July 1, 1997
Harris Beach & Wilcox
Attorneys at Law
The Granite Building
130 East Main Street
Rochester, NY 14604-1687
716-232-4440
Moscom Corporation
3750 Monroe Avenue
Pittsford, New York 14534
Re: Moscom Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion in connection with the
Registration Statement on Form S-3 (the Registration Statement)
filed by Moscom Corporation (the Company) with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the Act), in connection with the proposed offering by selling
stockholders of up to 550,000 shares of common stock of the
Company (the Shares). Capitalized terms, unless otherwise
defined herein, shall have the meanings set forth in the
Registration Statement.
In connection with this opinion, we have examined the
Registration Statement, the Certificate of Incorporation of the
Company, the By-Laws of the Company, certificates of public
officials and officers of the Company and such other documents
and records as we have deemed necessary or appropriate for
purposes of our opinion.
Based on the foregoing, and subject to the qualifications
and assumptions referred to herein, we are of the opinion that:
The Shares, when sold in the manner set forth in the
Registration Statement, will be legally issued, fully paid and
nonassessable.
The opinions set forth above are subject to the following
qualifications and assumptions:
We have assumed the authenticity of all documents submitted
to us as originals, the conformity to the original documents of
all documents submitted to us as copies, and the truth of all
facts recited in all relevant documents.
The opinion set forth above is limited to the laws of the
State of New York and the federal law of the United States.
<PAGE>
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the reference to this firm
in the Registration Statement under the caption Legal Matters.
Very truly yours,
HARRIS BEACH & WILCOX, LLP
By /s/ Thomas E. Willett
_____________________
Thomas E. Willett
<PAGE>
