As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 333-7137
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 registrant's 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 to be Price Per Offering tration
be Registered Registered Share (1) Price (1) Fee
Common Stock,
$.10 par value 329,105 $6.625 $2,180,321 $660.70
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 March 11, 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 MARCH 25, 1997
329,105 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 certain stockholders of the Company (the "Selling
Stockholders"). See "Selling Stockholders." The shares of Common Stock
covered by this Prospectus were issued to the Selling Stockholders in private
placements or, in some cases, will be issued to the Selling Stockholders upon
the exercise of outstanding warrants for the purchase of shares of Common
Stock. All of the shares offered hereunder are sold by the Selling
Stockholders. The Company will not receive any of the proceeds from the sale
of the shares by the Selling Stockholders.
The Selling Stockholders 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 March 11, 1997, the last reported sale price on
the Nasdaq National Market was $6.625.
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 Company's registration statement on Form 8-A,
which became effective on October 3, 1985.
(3) The Company's Current Report on Form 8-k filed on
February 18, 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 Company's 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 to two of
the Selling Stockholders (Deer Park Capital Management, Inc. and Berckeley
Investment Group, Inc.) in a private placement. The shares of Common Stock
to be sold by the remaining Selling Stockholders represents shares acquired
or to be acquired upon the exercise of warrants heretofore granted to them.
The following table sets forth the number of shares of Common Stock
beneficially owned by each of the Selling Stockholders as of March 6, 1997,
the number of shares to be offered by each of the Selling Stockholders
pursuant to this Prospectus and the number of shares to be beneficially
owned by each of the Selling Stockholders if all of the shares offered
hereby are sold as described herein. Messrs. Mooney, Rhody and Strauss
serve as directors of the Company. Except for those relationships, the
Selling Stockholders have 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.
<TABLE>
<CAPTION>
Name of Number of Number of Number of
Selling Shares of Shares of Shares of
Common Stock Common Stock Common Stock
Beneficially owned Offered Beneficially owned
as of March 6, 1997 Hereby After Offering
<S> <C> <C> <C>
Deere Park Capital
Management, Inc. 191,205 191,205 0
Berckeley Investment
Group, Inc. 90,388 90,388 0
John E. Mooney(1) 24,836 5,708 19,128
Harvey E. Rhody(2) 52,416 30,365 22,051
Fred E. Strauss(3) 43,034 7,372 35,662
</TABLE>
(1) Mr. Mooney is a director of the Company. Share ownership includes
5,708 shares which may be acquired through the exercise of warrants.
(2) Mr. Rhody is a director of the Company. Share ownership includes
28,102 shares which may be acquired through the exercise of warrants.
(3) Mr Strauss is a director of the Company. Share ownership includes
25,281 shares which may be acquired through the exercise of warrants.
<PAGE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Stockholders. The Selling Stockholders 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 Rules 10b-6 and 10b-7 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.
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution form 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 10b-7 governs
bids and purchase made in order to stabilize the price of a security in
connection with a distribution of the security.
<PAGE>
This offering will terminate on the earlier of (a) February 12, 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 the Company as of December 31, 1995
and for each of the of the two years in the period then ended and the related
financial statement schedule of the Company 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 have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and
auditing.
The financial statements referred to above are incorporated herein by
reference in reliance upon such reports given upon the authority of such
firms 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................................................$ 660
Legal (including Blue Sky) and Accounting Fees and Expenses ........$2,000*
Miscellaneous.......................................................$1,000*
-----
TOTAL $3,660*
======
*Estimated
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
II-1
<PAGE>
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.
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
(appears on page II-5)
23.1 Consent of Arthur Andersen, LLP (appears on page II-6)
23.2 Consent of Deloitte & Touche, LLP (appears on page II-7)
23.3 Consent of Harris Beach & Wilcox, LLP (appears in Exhibit 5.1)
24.1 Power of Attorney (appears on Page II-5)
* Incorporated by reference from Exhibit 4-1 to the Company's
Registration Statement on Form S-18 (No. 2-96787), filed on March 22, 1985.
** Incorporated by reference from Exhibit 3 to the Company's
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.
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<PAGE>
(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.
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>
Exhibit 5.1
HARRIS BEACH & WILCOX
190 EAST MAIN STREET
ROCHESTER NY 14604-1687
RE: Moscom Corporation
Registation Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion in connection with 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 329,105
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 officals 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.
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 Thomas E. Willett
II-4
<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 17
day of March, 1997.
MOSCOM CORPORATION
By:
ALBERT J. MONTEVECCHIO
CHAIRMAN OF THE BOARD AND CEO
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Albert J. Montevecchio 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 17 day of March, 1997.
SIGNATURE TITLE
- ----------------------------------- Chairman of the Board of
Albert J. Montevecchio of Directors, and Chief
Executive Officer
(Principal Executive Officer)
- ----------------------------------- Treasurer (Principal
Ronald C. Lundy Accounting Officer)
- ----------------------------------- Director
Victor De Jong
- ----------------------------------- Director
John E. Mooney
- ----------------------------------- Director
Harry E. Rhody
- ----------------------------------- Director
Fred E. Strauss
II-5
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of
this Registation Statement.
ARTHUR ANDERSEN, LLP
Rochester, New York
March 25, 1997
II-6
<PAGE>
Exhibit 23.2
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.
DELOITTE & TOUCHE, LLP
Rochester, New York
March 20, 1997
II-7
<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
(appears on page II-5)
23.1 - Consent of Arthur Andersen, LLP
(appears on page II-6)
23.2 - Consent of Deloitte & Touche, LLP
(appears on page II-7)
23.3 - Consent of Harris Beach & Wilcox, LLP
(included in Exhibit 5.1)
24.1 - Power of Attorney (appears on Page II-5)
* Incorporated by reference from Exhibit 4-1 to the Company's
Registration Statement on Form S-18 (No. 2-96787), filed on March
22, 1985.
** Incorporated by reference from Exhibit 3 to the Company's
Registration Statement on Form S-8, filed October 5, 1992.
