SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
REGISTRATION STATEMENT
Under the Securities Act of 1933
PENRIL DATACOMM NETWORKS, INC.
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
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants 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. [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. [ ]
<PAGE>
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 25,000 $5.75 $143,750 $100
(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 Shareholder 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.
25,000 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 25,000 shares (the "Shareholder Shares") offered for sale by Henry D.
Epstein (the "Shareholder"), Chairman of the Board and Chief Executive Officer
of the Company. See "Shareholder." The Shareholder Shares were issued by the
Company upon the exercise of Class E Warrants (the "Warrants") granted by the
Company to the Shareholder. 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
Shareholder Shares being offered hereby.
All brokerage commissions and other similar expenses incurred by the
Shareholder will be borne by the Shareholder. The aggregate proceeds to the
Shareholder from the sale of the Shareholder Shares will be the purchase price
of the Shareholder 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
February 9, 1996 was $7.75.
The Shareholder and any broker-dealers, agents or underwriters that
participate with the Shareholder in the distribution of the Shareholder
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 Shareholder Shares purchased by them
may be deemed underwriting commissions or discounts under the Securities Act.
The Shareholder Shares to be offered by the Shareholder 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 Shareholder Shares to be offered by the
Shareholder 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 Shareholder, 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 February 9, 1996
<PAGE>
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 amended Annual Report on Form 10-K/A, for fiscal year
ended July 31, 1995, filed with the Commission on February 23, 1996.
3. The Company's Quarterly Report on Form 10-Q, for the quarter ended
October 31, 1995, filed with the Commission on December 15, 1995.
4. The Company's amended Quarterly Report on Form 10-Q/A, for the quarter
ended October 31, 1995, filed with the Commission on February 23,
1996.
5. The Company's Current Report on Form 8-K filed with the Commission on
October 6, 1995.
6. 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.
7. 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.
<PAGE>
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.
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 Shareholder Shares being offered are for the account of the
Shareholder. Accordingly, the Company will receive none of the proceeds from
the sale of the Shareholder Shares.
SELLING SHAREHOLDER
The shares covered by this Prospectus were acquired by the Shareholder
pursuant to his exercise of the Warrants. The following table sets forth as of
February 9, 1996, certain information with respect to the Shareholder, provided
by it, including the number of shares that may be offered by him. The number of
shares which may actually be sold by the Shareholder will be determined from
time to time by him and will depend upon a number of factors, including the
price of the Company's Common Stock from time to time. Because the Shareholder
may offer all or none of the Shareholder Shares that he holds and because the
offering contemplated by the Prospectus is not being underwritten, no estimate
can be given as to number of Shareholder Shares that will be held by the
Shareholder upon termination of such offering. It is anticipated that the
Shareholder will offer all of the Shareholder Shares for sale. See "Plan of
Distribution."
Number of shares of Shares of Common
Common Stock owned by Stock offered
Shareholder hereby
Name of --------------------- ------------------
Shareholder Shares % of Class Shares % of Class
--------------------- -------- ---------- ------- ----------
Henry D. Epstein,
Chairman of the Board and
Chief Executive Officer 848,149(1) 8.5% 25,000 (2)
(1) Includes 723,029 shares owned directly by the Shareholder, 72,000 shares
which may be acquired from the Company within 60 days of February 9, 1996
pursuant to the exercise of options granted under the Company's 1986
Incentive Plan, and 53,120 shares the Shareholder transferred to Henriette
Wenkart Epstein but has the right to vote so long as she is the beneficial
owner of such shares, pursuant to a seven year, irrevocable proxy.
(2) Represents less than 1%.
<PAGE>
PLAN OF DISTRIBUTION
The Shareholder Shares offered hereby are being sold by the Shareholder
acting as principal for its own account. The Company will receive none of the
proceeds from such offering.
The distribution of the Shareholder Shares by the Shareholder is not
subject to any underwriting agreement. The Company expects that the
Shareholder will sell its shares covered by this Prospectus through customary
brokerage channels, either through broker-dealers acting as agents or brokers
for the Shareholder, or through broker-dealers acting as principals, who may
then resell their Shareholder 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
Shareholder may effect such transactions by selling Shareholder Shares through
broker-dealers, and such broker-dealers will receive compensation in the form of
commissions from the Shareholder and/or the purchasers of the Shareholder
Shares for whom they may act as agent (which compensation may be in excess of
customary commissions). The Shareholder and any broker-dealers that
participate with the Shareholder in the distribution of the Shareholder Shares
may be deemed to be underwriters and any commissions received by such broker-
dealers and any profit on resale of Shareholder 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, but all brokerage commissions and other similar expenses
incurred by the Shareholder will be borne by the Shareholder.
At the time a particular offer of Shareholder 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 Shareholder Shares being offered
and the terms of the offering.
The Shareholder is not restricted as to the price or prices at which he
may sell its Shareholder Shares. Sales of Shareholder Shares at less than
market prices may depress the market price of the Company's Common Stock.
Moreover, the Shareholder is not restricted as to the number of Shareholder
Shares which may be sold at any one time, and it is possible that a significant
number of Shareholder 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 Shareholder Shares may not simultaneously
engage in market making activities with respect to the Shareholder Shares for a
period of nine business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Shareholder 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 and SEC Release
23611 relating thereto, which provisions may limit the timing of purchases and
sales of the Shareholder Shares by the Shareholder. The Company has informed
the Selling Shareholder that such rules may apply to their sales of the
Company's Common Stock in the market and has furnished each of the Selling
Shareholder with a copy of such rules and release. The Company has also
informed the Selling Shareholder of the need for delivery of this Prospectus in
connection with sales hereunder.
In order to comply with certain states' securities laws, if applicable, the
Shareholder Shares may be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Shareholder Shares may not
be sold unless the Shareholder Shares have been registered or qualified for
sale in such state, or unless an exemption from registration or qualification is
available and is obtained.
<PAGE>
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing Fee -- Securities and Exchange Commission $ 100
Accounting Fees and Expenses 2,000
Legal Fees and Expenses 2,000
Miscellaneous Expenses 1,000
-----
Total $5,100
=====
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).
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).
____________________
* Previously filed
** Filed herewith
<PAGE>
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: February 16, 1996 Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
\s\Richard D. Rose
----------------------------------
Richard D. Rose
Dated: February 16, 1996 Vice President, Chief Financial Officer and
Chief Accounting Officer (Principal Financial
and Accounting Officer)
