SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
PENRIL DATACOMM NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
34-1028216
(I.R.S. Employer Identification Number)
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
(301) 417-0552
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Richard D. Rose
Vice President
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
(301) 417-0552
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration Statement
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:
----
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: 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 registration statement number of the earlier
effective registration statement for the same offering:
-----
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please 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:
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Aggregate Aggregate Amount of
Shares to be Amount to Offering Price Offering Registration
Registered be Registered per Share Price(1) Fee
- --------------- -------------- ---------- ----------- ---------
Common Stock,
par value,
$.01 per share 1,465,000 $5.75 $8,423,750 $2,905
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The registration fee with respect to the shares of Common Stock to be sold
by the Selling Shareholders has been computed pursuant to Rule 457 using
the price of the last sale reported on the National Association of
Securities Dealers Automated Quotations/National Market System
("NASDAQ/NMS") on November 14, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
PROSPECTUS
PENRIL DATACOMM NETWORKS, INC.
1,465,000 SHARES OF COMMON STOCK
The shares of Common Stock, $.01 par value per share (the "Common Stock"),
of Penril DataComm Networks, Inc. (the "Company") that relate to this Prospectus
include 1,465,000 shares (the "Selling Shareholders Shares") offered for sale by
certain holders of the Company's Common Stock (the "Selling Shareholders"). See
"Selling Shareholders." The Company has agreed to pay all of the expenses of
this offering but will not receive any of the proceeds from the sale of the
Selling Shareholders Shares being offered hereby.
All brokerage commissions and other similar expenses incurred by the
Selling Shareholders will be borne by the Selling Shareholders. The aggregate
proceeds to the Selling Shareholders from the sale of the Selling Shareholders
Shares will be the purchase price of the Selling Shareholders Shares sold, less
the aggregate agents' commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by the Company. See "Use of
Proceeds" and "Plan of Distribution."
The Common Stock is quoted on the National Association of Securities
Dealers Automated Quotations/National Market System (NASDAQ/NMS) under the
symbol "PNRL." The closing price per share reported on the NASDAQ/NMS on
November 14, 1995 was $5.75.
The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the
Selling Shareholders Shares, may be deemed "underwriters," as that term is
defined in the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and any profit on the resale of the Selling
Shareholders Shares purchased by them may be deemed underwriting commissions or
discounts under the Securities Act. The Selling Shareholders Shares to be
offered by the Selling Shareholders may be offered in one or more transactions
in the over-the-counter market or in negotiated transactions or a combination of
such methods of sale, at market prices prevailing at the time of sale, the
prices related to such prevailing market prices or at negotiated prices. The
Selling Shareholders Shares to be offered by the Selling Shareholders may be
sold either (a) to a broker or dealer as principal for resale by such broker or
dealer for its account pursuant to this Prospectus (for example, in transactions
with a "market maker") or (b) in brokerage transactions, including transactions
in which the broker solicits purchasers.
____________________
No dealer, salesman or other person is authorized to give any information
or to make any representations other than those contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Selling Shareholders, or any underwriter, dealer or agent. This
Prospectus and any supplement thereto shall not constitute an offer to sell, or
the solicitation of an offer to buy, any of the Shares offered hereby in any
jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof or thereof,
or that the information contained herein is correct as of any time subsequent to
the date hereof.
____________________
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 November 14, 1995
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the Commission's regional offices located at
7 World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Chicago, Illinois 60606. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington D.C. 20549, at prescribed rates.
This Prospectus does not contain all the information set forth in the
Registration Statement (the "Registration Statement") that the Company has filed
with the Commission. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement
and the exhibits thereto, copies of which are on file at the offices of the
Commission and may be obtained upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the Commission.
Statements contained in this Prospectus or in any document incorporated in this
Prospectus by reference as to the contents of any contract or other document
referred to herein or therein are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference.
The Company will provide without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference herein, other than
exhibits to such documents. Such requests should be directed to Richard D.
Rose, Vice President, Penril DataComm Networks, Inc., 1300 Quince Orchard
Boulevard, Gaithersburg, Maryland 20878 (Telephone: 301-417-0552).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
(File No. 1-7886) are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K, for the fiscal year ended
July 31, 1995, filed with the Commission on October 27, 1995.
2. The Company's Current Report on Form 8-K filed with the Commission on
October 6, 1995.
3. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
November 27, 1972.
4. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering made hereby, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof
from the respective date of filing each such document.
Any statements contained in any 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 any subsequently filed document which is also deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
<PAGE>
THE COMPANY
General
The Company is a Delaware corporation with its principal executive offices
located at 1300 Quince Orchard Boulevard, Gaithersburg, Maryland 20878
(telephone: 301-417-0552). The Company develops and markets network access
devices which enable local, remote or mobile users to access network resources
located at remote sites, central sites or any other point in the network. In
addition, one of the Company's wholly-owned subsidiaries specializes in the
production of sophisticated high frequency electronic instrumentation equipment.
USE OF PROCEEDS
The Selling Shareholders Shares being offered are for the accounts of the
Selling Shareholders. Accordingly, the Company will receive none of the
proceeds from the sale of the Selling Shareholders Shares.
SELLING SHAREHOLDERS
The following table sets forth as of November 14, 1995, certain information
with respect to the Selling Shareholders, including the number of shares that
may be offered by them. The number of shares which may actually be sold by the
Selling Shareholders will be determined from time to time by them and will
depend upon a number of factors, including the price of the Company's Common
Stock from time to time. Because the Selling Shareholders may offer all or none
of the Selling Shareholders Shares that they hold and because the offering
contemplated by the Prospectus is not being underwritten, no estimate can be
given as to the number of Selling Shareholders Shares that will be held by the
Selling Shareholders upon termination of such offering. See "Plan of
Distribution."
Number of shares of Shares of Common
Common Stock owned by Stock offered
Selling Shareholders hereby
Name of Selling --------------------- ------------------
Shareholders Shares % of Class Shares % of Class
--------------------- -------- ---------- ------- ----------
Pequot Partners
Fund,L.P.(1) 636,000 7.0% 636,000 7.0%
Pequot Endowment
Fund, L.P.(2) 260,000 2.9% 260,000 2.9%
Pequot International
Fund, Inc.(3) 569,000 6.2% 569,000 6.2%
--------- ----- --------- -----
Total 1,465,000(4) 16.1% 1,465,000 16.1%
========= ===== ========= =====
(1) The general partner and investment manager of Pequot Partners Fund, L.P., a
Delaware limited partnership, is Pequot General Partners, a Connecticut
general partnership ("General Partners").
(2) The general partner and investment manager of Pequot Endowment Fund, L.P.,
a Delaware limited partnership, is Pequot Endowment Partners, L.P., a
Delaware limited partnership ("Endowment Partners").
(3) The investment manager of Pequot International Fund, Inc., a British Virgin
Islands corporation is DS International Partners, L.P., a Delaware limited
partnership ("International Partners").
(4) General Partners, Endowment Partners and International Partners
(collectively, the "Partners") are the beneficial owners (as such term is
used in Rule 13d-3 of the Exchange Act) of the shares of Common Stock owned
by the fund for which they act as investment manager, respectively. The
Partners may be deemed to constitute a group (as such term is used in
Section 13(d)(3) of the Exchange Act). Each of the Partners disclaims
beneficial ownership of the shares of Common Stock Beneficially owned by
the other Partners.
PLAN OF DISTRIBUTION
The Selling Shareholders Shares offered hereby are being sold by the
Selling Shareholders acting as principals for their own accounts. The Company
will receive none of the proceeds from such offering.
The distribution of the Selling Shareholders Shares by the Selling
Shareholders is not subject to any underwriting agreement. The Company expects
that the Selling Shareholders will sell their shares covered by this Prospectus
through customary brokerage channels, either through broker-dealers acting as
agents or brokers for the Selling Shareholders, or through broker-dealers acting
as principals, who may then resell their Selling Shareholders Shares in the
over-the-counter market, or at private sales or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling Selling Shareholders Shares through broker-dealers, and
such broker-dealers will receive compensation in the form of underwriting
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of the Selling Shareholders Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Shareholders and any broker-dealers that participate with the Selling
Shareholders in the distribution of the Selling Shareholders Shares may be
deemed to be "underwriters" as that term is defined in the Securities Act and
any commissions received by such broker-dealers and any profit on resale of
Selling Shareholders Shares sold by them might be deemed to be underwriting
discounts or commissions under the Securities Act. All expenses of registration
incurred in connection with this offering are being borne by the Company, other
than brokerage commissions and other similar expenses incurred by the Selling
Shareholders will be borne by the Selling Shareholders.
At the time a particular offer of Selling Shareholders Shares is made, to
the extent required, a supplement to this Prospectus will be distributed which
will identify and set forth the aggregate amount of Selling Shareholders Shares
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriters for
Selling Shareholders Shares purchased from the Selling Shareholders, any
discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, including the proposed selling price to the
public.
The Selling Shareholders are not restricted as to the price or prices at
which they may sell their Selling Shareholders Shares. Sales of Selling
Shareholders Shares at less than market prices may depress the market price of
the Company's Common Stock. Moreover, the Selling Shareholders are not
restricted as to the number of Selling Shareholders Shares which may be sold at
any one time, and it is possible that a significant number of Selling
Shareholders Shares could be sold at the same time.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Selling Shareholders Shares may not
simultaneously engage in market making activities with respect to the Selling
Shareholders Shares for a period of nine business days prior to the commencement
of such distribution. In addition and without limiting the foregoing, the
Selling Shareholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including without limitation rules
10b-6 and 10b-7, which provisions may limit the timing of purchases and sales of
the Selling Shareholders Shares by the Selling Shareholders.
In order to comply with certain states' securities laws, if applicable, the
Selling Shareholders Shares may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the Selling
Shareholders Shares may not be sold unless the Selling Shareholders Shares have
been registered or qualified for sale in such state, or unless an exemption from
registration or qualification is available and is obtained.
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the securities being offered hereby has been passed upon
for the Company by the law firm of Benesch, Friedlander, Coplan & Aronoff,
Cleveland, Ohio, of which law firm Richard D. Margolis, a director of the
Company, is a Partner.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended July 31, 1995 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports 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.
Filing Fee -- Securities and Exchange Commission $2,905
Accounting Fees and Expenses 2,000
Legal Fees and Expenses 2,000
Miscellaneous Expenses 1,000
-----
Total $7,905
=====
All expenses other than the Securities and Exchange Commission filing fee are
estimated. All expenses will be borne by the Company.
____________________
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such officer or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
illegal. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions against
expenses (including attorney's fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action, except that
no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.
The Amended and Restated Certificate of Incorporation of the Company
provides that each person who was or is made a party to or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she,
or a person of whom he or she is the legal representative, is or was a director
or officer of the Company or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Company to the fullest extent authorized by the Delaware
General Corporation Law against all expense, liability and loss reasonably
incurred by such person in connection therewith. The Amended and Restated
Certificate of Incorporation provides that the right to indemnification is a
contract right.
The Company has purchased directors' and officers' liability insurance in
an amount of $2,000,000, covering certain liabilities incurred by its officers
and directors in connection with the performance of their duties.
<PAGE>
Item 16. Exhibits.
Exhibit No. Description
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit (3)(a)(iii)
to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1989).
4.2 Certificate of Amendment of Certificate of Incorporation
of the Company (incorporated by reference to Exhibit 4.3
to the Company's Registration Statement on Form S-3 filed
April 29, 1991).
4.3 By-laws of the Company (incorporated by reference to
Exhibit (3)(a)(ii) to the Company's Annual Report on Form
10-K for the year ended July 31, 1987).
4.4 Stock Purchase Agreement dated as of September 22, 1995
among the Company, Pequot Partners Fund, L.P., Pequot
Endowment Fund, L.P. and Pequot International Fund Inc.
(incorporated by reference to Exhibit 4.01 to the
Company's Report on Form 8-K filed October 6, 1995).
4.5 Registration Rights Agreement dated as of September 22,
1995 among the Company, Pequot Partners Fund, L.P.,
Pequot Endowment Fund, L.P. and Pequot International Fund
Inc. (incorporated by reference to Exhibit 4.02 to the
Company's Report on Form 8-K filed October 6, 1995).
5 * Opinion of Benesch, Friedlander, Coplan & Aronoff,
counsel for the Company.
23.1 * Consent of Deloitte & Touche LLP.
23.2 * Consent of Benesch, Friedlander, Coplan & Aronoff
(included as part of Exhibit 5).
24* Power of Attorney (included on Signature page hereto).
____________________
* Filed Herewith
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement;
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represents no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is continued in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To 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.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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, in the City of Gaithersburg, State of Maryland on the 20th day of
November, 1995.
PENRIL DATACOMM NETWORKS, INC.
By: \s\Henry D. Epstein
-------------------------------
Henry D. Epstein, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry D. Epstein and Richard D. Rose, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, agent,
or their substitutes 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 and on the date indicated.
\s\Henry D. Epstein
----------------------------------
Henry D. Epstein
Dated: November 20, 1995 Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
\s\Richard D. Rose
----------------------------------
Richard D. Rose
Dated: November 20, 1995 Vice President, Chief Financial Officer
and Chief Accounting Officer (Principal
Financial and Accounting Officer)
\s\John P. Lowe, Jr.
----------------------------------
John P. Lowe, Jr.
Dated: November 20, 1995 Director
\s\Richard D. Margolis
----------------------------------
Richard D. Margolis
Dated: November 20, 1995 Director
\s\ Michael H. Newlin
----------------------------------
Michael H. Newlin
Dated: November 20, 1995 Director
\s\Howard M. Schneider
----------------------------------
Howard M. Schneider
Dated: November 20, 1995 Director
\s\Norman Einspruch
----------------------------------
Dated: November 20, 1995 Norman Einspruch
Director
\s\Ronald A. Howard
----------------------------------
Ronald A. Howard
Dated: November 20, 1995 Director
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement, relating to 1,465,000 shares of Common Stock of Penril
DataComm Networks, Inc. on Form S-3 of our reports dated October
17, 1995, appearing in the Annual Report on Form 10-K of Penril
DataComm Networks, Inc. for the year ended July 31, 1995 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
Washington, D.C.
November 13, 1995
November 17, 1995
Board of Directors
Penril DataComm Networks, Inc.
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
Re: Registration Statement on Form S-3
Gentlemen:
It is our understanding that Penril DataComm Networks, Inc., a
Delaware corporation ("Company"), intends to file with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, a Registration Statement on Form S-3
("Registration Statement"), which Registration Statement relates to
1,465,000 shares of common stock, par value $.01 per share, of the
Company (the "Shares"), of which 636,000 are owned by Pequot
Partners Fund, L.P., 260,000 are owned by Pequot Endowment Fund,
L.P., and 569,000 are owned by Pequot International Fund, Inc.
We have examined and relied on originals or copies, certified or
otherwise identified to our satisfaction as being true copies, of
all such records of the Company, all such agreements, certificates
of officers of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed
necessary as a basis for the opinion expressed in this letter.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us
as certified or photostatic copies. As to facts material to the
opinions expressed in this letter, we have relied on statements and
certificates of officers of the Company and of state authorities.
We have investigated such questions of law for the purpose of
rendering the opinions in this letter as we have deemed necessary.
We express no opinion in this letter concerning any law other than
the Delaware General Corporation Law.
On the basis of the foregoing, we are of the opinion that the
Shares have been validly issued and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
\s\Benesch, Friedlander,Coplan
& Arnoff
------------------------------
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF
