As filed with the Securities and Exchange Commission on November 27, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MICROCOM, INC.
(Exact name of registrant as specified in its charter)
Massachusetts No. 04-2710644
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
500 River Ridge Drive
Norwood, Massachusetts 02062-5028
(617) 551-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Roland D. Pampel
President and Chief Executive Officer
MICROCOM, INC.
500 River Ridge Drive
Norwood, Massachusetts 02062-5028
(617) 551-1000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
WILLIAM C. ROGERS, ESQ.
Choate, Hall & Stewart
Exchange Place
53 State Street
Boston, Massachusetts 02109
(617) 248-5000
Approximate date of commencement of proposed sale to the public:
From time to time or at one time after 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, 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, check the following box and list the Securities
Act registration statement number of earlier effective
registration statement for the same offering. / / ______________
If this Form is a post-effective amendment filed
pursuant to a 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
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Unit(1) Price(1) Fee
_____________ ____________ __________ __________ _____________
Common Stock,
par value $.01 308,469 $23.9375 $7,383,976.69 $2,546.20
per share shares
(1) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(c) based on the average
of the high and low sales prices of Microcom, Inc. Common Stock
as reported on the Nasdaq National Market on November 17, 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.
PROSPECTUS SUBJECT TO COMPLETION
308,469 Shares
MICROCOM, INC.
Common Stock
The Prospectus relates to the resale of up to
308,469 shares (the "Shares") of Common Stock, $.01 par value per
share, of Microcom, Inc. (the "Company" or "Microcom") held by
certain shareholders of the Company (the "Selling Shareholders").
_____________________
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD
BE CONSIDERED IN CONNECTION WITH THE PURCHASE OF THESE
SECURITIES, SEE "RISK FACTORS" BEGINNING ON PAGE 5.
_____________________
It is anticipated that the 266,429 Shares held by
The Parthenon Group, Inc. ("Parthenon"), one of the Selling
Shareholders, will be distributed to certain of Parthenon's
current and former employees as soon as practicable after the
date of this Prospectus as compensation for employment services
rendered. The Selling Shareholders and their agents, donees,
distributees, pledgees and other successors in interest may offer
and sell the remainder of the Shares from time to time in one or
more transactions on The Nasdaq Stock Market, or otherwise, at
market prices then prevailing or in negotiated transactions. The
Shares may also be sold pursuant to option, hedging or other
transactions with broker-dealers. The Shares may also be offered
in one or more underwritten offerings. The underwriters in an
underwritten offering, if any, and the terms and conditions of
any such offering will be described in a supplement to this
Prospectus. See "Selling Shareholders" and "Plan of
Distribution."
The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Shareholders. See
"Use of Proceeds".
The Common Stock of the Company is traded on the
National Market of The Nasdaq Stock Market (the "Nasdaq National
Market") under the symbol "MNPI". On November ___, 1995, the
last reported sale price of Common Stock on the Nasdaq National
Market was $___ per share.
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 __, 1995.
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,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such 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 Commission's regional
offices located at Seven World Trade Center, 13th Floor, New
York, New York 10048, and at Northwestern Atrium 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. The Common Stock of
the Company is traded on the Nasdaq National Market. Reports,
proxy statements and other information concerning the Company
also 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
Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement
and the exhibits and schedules filed therewith. For further
information with respect to the Company and the Common Stock
offered hereby, reference is hereby made to such Registration
Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of
any agreement or other document are not necessarily complete, and
in each instance reference is made to the copy of such agreement
or document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such
reference. The Registration Statement, including the exhibits
and schedules thereto, may be inspected without charge at the
principal office of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof
may be obtained from such office upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with
the Commission (File No. 0-14805) are incorporated herein by
reference: (1) the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1995; (2) the Company's interim
reports on Form 10-Q for the fiscal quarters ended June 30, 1995
and September 30, 1995; and (3) the Company's Registration
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Statement on Form 8-A filed on April 28, 1987 registering the
Company's Common Stock under Section 12(g) of the Exchange Act.
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 of
such documents. Any statements 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
a written request of such person, a copy of any or all of the
foregoing documents incorporated by reference into this
Prospectus (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to the
Chief Financial Officer of the Company, 500 River Ridge Drive,
Norwood, Massachusetts 02062-5028, Telephone: (617) 551-1000.
THE COMPANY
The Company is a leading provider of remote
network access solutions. The Company's products enable users to
access and communicate with on-line computer networks, such as
the Internet, America Online, CompuServe and Prodigy, and
corporate networks from remote locations. Microcom provides its
customers with remote network access management and security
capabilities, and high quality, reliable products that are easy
to install and use.
The Company was founded in 1980 as a developer of
data communications software, high performance modems and related
technologies. In the early 1990s, the Company responded to
changes in the data communications industry by undertaking a
series of strategic initiatives and restructurings designed to
reposition the Company to address the needs of the emerging
remote network access markets. These initiatives included the
development of products with remote network access functionality,
divestitures of non-core products, a restructuring of the
worldwide sales organization, the hiring of a new Chief Executive
Officer and the acquisition of Integrated Services Digital
Network (ISDN) product technologies. By implementing these
initiatives and by leveraging its technology and expertise, the
Company has developed a broad range of remote network access
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products for central site network managers and remote users. The
Company believes that its recent results of operations reflect
the ongoing implementation of these initiatives.
Microcom's products serve both central site
network managers and individual remote users. Products designed
for the central site include the High Density Management System
(HDMS) -- a dial-up access management system; and LANexpress --
remote local area network (LAN) access systems which include
expressWATCH, a comprehensive remote network access management
solution. Products designed for the individual remote user
include high performance V.34 (28.8 Kbps) PCMCIA, desktop and
other modems; Carbon Copy remote control/remote PC access
software; LANexpress Remote client software, a remote node and
remote control LAN access product; and ISDN terminal adapters.
The Company's customers include (i) Internet and
on-line service network access providers, such as Sprint
Corporation, (ii) "Corporate 2000" companies such as American
Airlines, Inc., Blockbuster Entertainment Corporation, NYNEX
Corporation and State Farm Insurance Company, (iii) large
international corporations, (iv) governmental agencies and
universities and (v) individual remote users seeking to access
the Internet, on-line services and corporate networks. The
Company distributes its products through direct sales and
multiple indirect channels, including value added resellers
(VARs), distributors and original equipment manufacturers (OEMs)
in the United States and international markets.
Microcom's strategy is to continue to be a leading
provider of remote network access solutions and to capitalize on
the emerging trends in this market. The key components of the
Company's strategy are as follows:
Continue Focus on Remote Network Access Market by
developing new products and enhancements to existing
products to meet or exceed the evolving requirements
of both the central site network manager and the
remote user.
Maintain Technology Leadership by investing in
research and development to enhance existing
products, develop new products, and respond to
emerging technologies in a cost effective and timely
manner.
Leverage Existing Customer Base by aggressively
marketing new products and enhancements to existing
customers and utilizing this installed base as
references for new customers, particularly
telecommunications companies.
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Develop and Expand Strategic Relationships with
telecommunications companies, equipment providers,
OEMs and software vendors to enhance the Company's
product development activities and leverage shared
technologies and joint marketing efforts.
Expand Worldwide Distribution to develop further
demand for remote network access products both
domestically and internationally.
MICROCOM, the Microcom logo, MNP and TravelPorte
are registered trademarks of the Company and Advanced Parallel
Technology, APT, Carbon Copy, DeskPorte, DeskPorte FAST,
expressWATCH, High Density Management System, HDMS, Intelligent
Network Controller, INC, LANexpress, Microcom Networking Protocol
and TravelPorte FAST are trademarks of the Company. This
Prospectus and the documents incorporated by reference herein
also include trade names and trademarks of companies other than
Microcom.
The Company's principal executive offices are
located at 500 River Ridge Drive, Norwood, Massachusetts
02062-5028, and its telephone number is (617) 551-1000.
RISK FACTORS
In addition to the other information contained in
this Prospectus and in the documents incorporated herein by
reference (see "Incorporation of Certain Documents by Reference"
above), the following factors should be considered carefully in
evaluating an investment in the Common Stock.
New Product Development and Rapid Technological Change
The market for Microcom's products is
characterized by rapidly changing technology, evolving industry
standards and frequent introductions of new products and
enhancements. Microcom's future success will depend in part on
its ability to enhance its existing products and to introduce new
products on a timely basis to meet and adapt to changing customer
requirements, evolving industry standards and emerging
technologies. There can be no assurance that Microcom will be
successful in developing, manufacturing and marketing new
products or product enhancements that respond to technological
changes or evolving industry standards, that the Company will not
experience difficulties that could delay or prevent the
successful development, introduction and marketing of these
products or that its new products will adequately meet the
requirements of the marketplace and achieve market acceptance.
If the Company is unable, for technological or other reasons, to
develop new products or enhancements of existing products in a
timely manner in response to changing market conditions or
5
customer requirements, the Company's business, results of
operations and financial condition would be materially and
adversely affected. In addition, there can be no assurance that
services, products or technologies developed by others will not
render Microcom's products or technologies uncompetitive or
obsolete. The introduction of new or enhanced products also
requires the Company to manage the transition from older products
in order to minimize disruption in customer ordering patterns,
avoid excessive levels of older product inventories and ensure
that adequate supplies of new products can be delivered to meet
customer demand. There can be no assurance that the Company will
successfully manage the transition to new products. The failure
to manage any such transition successfully could have a material
adverse effect on the Company's business, results of operations
and financial condition.
Highly Competitive Environment
The market for remote network access products is
highly competitive. In the central site remote network access
market, the Company competes with remote LAN access server
vendors such as Shiva Corporation, Digital Communications
Associates, Inc., Novell, Inc. and 3Com Corporation and vendors
of dial-up access management systems such as U.S. Robotics
Corporation, Primary Access Corporation (recently acquired by
3Com Corporation) and Motorola, Inc. The Company also faces
increasing competition from operating system (OS) and network
operating system (NOS) vendors such as Microsoft Corporation,
Novell, Inc. and International Business Machines Corporation who
are including remote access capabilities in their products. In
the remote site personal computer (PC) communications software
market, the Company competes with a number of providers of remote
control, file transfer and remote LAN access software, including
Symantec Corporation, Stac Electronics, Inc. and Shiva
Corporation. The Company's remote site modems compete with those
of U.S. Robotics Corporation, Hayes Microcomputer Products, Inc.
and Practical Peripherals, Inc. Increased competition could
result in price reductions and loss of market share which would
materially and adversely affect Microcom's business, results of
operations and financial condition. The Company believes that
its ability to compete successfully depends on a number of
factors, including price, product features, product quality,
performance and reliability, name recognition, international
certification, experienced sales, marketing and service
organizations, development of new products and enhancements,
evolving industry standards and announcements by competitors.
Many of Microcom's current and potential competitors have
significantly greater financial, marketing, technical and other
resources than Microcom. As a result, they may be able to
respond more quickly to new or emerging technologies and changes
in customer requirements, or to devote greater resources to the
development, promotion and sale of their products than the
6
Company. The Company also expects competition to increase as a
result of industry consolidations. In addition, current and
potential competitors have established or may establish
cooperative relationships among themselves or with third parties
to address the remote network access needs of the Company's
prospective customers. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly
acquire significant market share. There can be no assurance that
Microcom will be able to continue to compete successfully with
existing or new competitors or that competitive pressures faced
by the Company would not materially and adversely affect its
business, results of operations or financial condition.
Sales to Telecommunications Carriers; Customer Concentration
As part of its sales and marketing strategy,
Microcom is seeking to increase the sales of its central site
remote network access products to telecommunications carriers and
affiliated entities. These entities usually have long purchasing
cycles and extensive vendor qualification requirements.
Accordingly, sales efforts to such entities typically require
significant investments of time and resources with no assurance
that such efforts will be successful. Sales by Microcom to
Sprint Corporation ("Sprint") accounted for 13% and 24% of net
sales in fiscal 1994 and 1995, respectively, and 15% in the first
six months of fiscal 1996. Sprint is not obligated to make any
minimum level of future purchases from the Company or to provide
the Company with binding forecasts of product purchases for any
future period. While the Company expects that Sprint will
continue to be a significant customer, the Company anticipates
that net sales to Sprint in fiscal 1996 will be significantly
less than in fiscal 1995. Although the Company has recently
established a relationship with another major telecommunications
carrier, there can be no assurance that the Company will make any
significant sales to such carrier or that sales to it and other
telecommunications carriers will offset any decline in sales to
Sprint. The failure to achieve and maintain significant sales to
telecommunications carriers or to offset any decline in sales to
Sprint would have a material adverse effect on the Company's
business, results of operations and financial condition.
Fluctuations in Quarterly Results
Microcom's quarterly operating results have
fluctuated significantly in the past and may fluctuate
significantly in the future. Such fluctuations may result in
volatility in the price of the Company's Common Stock. Quarterly
revenues and operating results may fluctuate as a result of a
variety of factors including the timing of significant orders,
the timing of product enhancements and new product introductions
by Microcom and its competitors, the pricing of the Company's
products, changes in product mix, changes in customers' budgets,
7
competitive conditions, the proportion of international sales to
total net sales, the proportion of sales made pursuant to the
Company's various distribution channels and general economic
conditions. The Company has historically operated with limited
backlog because its products are shipped shortly after orders are
received. The Company has often recognized a substantial portion
of its net sales in the last month of the quarter. As a result,
net sales in any quarter are substantially dependent on orders
booked and shipped in the last month of a quarter. A small
variation in the timing of orders is likely to adversely and
disproportionately affect the Company's results of operations as
the Company's expense levels are based, in part, on its
expectations as to future net sales and only a small portion of
the Company's expenses vary with its net sales. Moreover,
Microcom's net sales may fluctuate based on the level of
inventories of the Company's products maintained by the Company's
resellers in any particular quarter. Accordingly, the Company
believes that period to period comparisons of results of
operations are not necessarily meaningful and should not be
relied upon as indicative of future performance. Although the
Company's net sales have increased and the Company has been
profitable in recent quarterly periods, there can be no assurance
that the Company's net sales will increase in future quarters or
that the Company will remain profitable on a quarterly basis, if
at all. Due to the foregoing factors, it is possible that in
some future quarters the Company's results of operations will be
below the expectations of public market analysts and investors.
In such event, the price of the Company's Common Stock would be
materially and adversely affected.
Limited History of Profitable Operations
Although the Company's net income was $5,761,000,
in fiscal 1995 and $5,203,000 in the first six months of fiscal
1996, the Company incurred net losses of $10,913,000 and
$10,694,000 for fiscal 1994 and 1993, respectively, which net
losses included restructuring and other costs of $7,875,000 and
$4,268,000 in those years, respectively. At September 30, 1995,
the Company had an accumulated deficit of $16,386,000. There can
be no assurance that the net sales and net income growth Microcom
has experienced in recent quarters can be sustained or that in
the future Microcom will be profitable and not incur additional
restructuring charges.
Dependence on Suppliers and Subcontractors
The Company is dependent on a small number of
subcontractors for the manufacture and assembly of all of its
remote network access products. In the event that any of these
subcontractors were to become unable or unwilling to manufacture
Microcom's products in required volumes, Microcom would have to
identify and qualify additional subcontractors. The
8
identification and qualification process could be lengthy and no
assurances can be given that any replacement subcontractors will
be available to the Company on a timely basis. The failure to
identify and qualify replacement subcontractors on a timely basis
would have a material and adverse effect on the Company's
business, results of operations and financial condition. In
addition, certain components used in the Company's products are
only available from a single supplier or a limited number of
suppliers. Components for the Company's products which are only
available from a single supplier include certain semiconductor
components used in the Company's modems sourced from Rockwell
International Corporation ("Rockwell") and the power supply
component obtained from TDK for the Company's PCMCIA modem. It
was recently reported that Rockwell would be required to allocate
among its customers, including Microcom, the supply of a certain
component incorporated into V.34 modems. This component is
included in the Company's HDMS, LANexpress and modem products.
If Rockwell is unable to supply sufficient quantities of this
component to the Company on a timely basis, it would cause a
delay in Microcom's product shipments and such delay would have a
material adverse effect on the Company's business, results of
operations and financial condition. The Company believes,
however, that it will be able to obtain from Rockwell sufficient
quantities of the component to satisfy its anticipated
requirements. The Company generally purchases single or limited
source components pursuant to purchase orders and has no
guaranteed supply arrangements with its suppliers. Further, the
availability of many of these components is dependent in part on
the Company's ability to provide its suppliers with accurate
forecasts of its future requirements. A reduction or
interruption in supply of these components could result in delays
or reductions in product shipments which would materially and
adversely affect the Company's business, results of operations
and financial condition and could damage customer relationships.
The Company may also be subject to increases in component costs,
which could also have a material adverse effect on the Company's
business, results of operations or financial condition.
Dependence on Proprietary Technology
The Company's success and ability to compete is
dependent in part upon its ability to protect its proprietary
technology. The Company relies on a combination of patent,
copyright and trade secret laws and non-disclosure agreements to
protect its proprietary technology. The Company currently holds
fourteen United States patents, three of them involving ISDN
technology, and has five United States patent applications and
two foreign patent applications pending in a number of
jurisdictions. There can be no assurance that patents will be
issued with respect to pending or future patent applications or
that the Company's patents will be upheld as valid or will
prevent the development of competitive products. The Company's
9
United States patents expire between 2004 and 2011. The Company
has not sought foreign patents for some of its technologies,
including technologies which have been patented in the United
States, which may adversely effect the Company's ability to
protect its technologies and products in foreign countries. The
Company generally enters into confidentiality or license
agreements with its employees, distributors, customers and
potential customers and limits access to and distribution of its
software, documentation and other proprietary information. There
can be no assurance that the steps taken by the Company to
protect its proprietary rights will be adequate to prevent
misappropriation of its technology or that the Company's
competitors will not independently develop technologies that are
substantially equivalent or superior to the Company's technology.
In addition, the laws of some foreign countries do not protect
the Company's proprietary rights to the same extent as do the
laws of the United States. The Company is also subject to the
risk of adverse claims and litigation alleging infringement of
the proprietary rights of others. From time to time the Company
has received claims of infringement of other parties' proprietary
rights. In addition, the Company periodically reviews recent
patents that have been issued to third parties. As a result of
such reviews, the Company has from time to time identified and
investigated the validity and scope of issued patents for
technologies similar to, or related to, the Company's
technologies. Although the Company believes that it does not
infringe the valid patents of others, there can be no assurance
that third parties will not assert infringement claims in the
future with respect to the Company's current or future products
or that any such claims will not require the Company to enter
into license arrangements or result in protracted and costly
litigation, regardless of the merits of such claims. No
assurance can be given that any necessary licenses will be
available or that, if available, such licenses can be obtained on
commercially reasonable terms. The failure to obtain such
royalty or licensing agreements on a timely basis would have a
material adverse effect upon the Company's business, results of
operations and financial conditions.
Risks Associated with International Operations
The Company expects that sales outside North
America, which accounted for approximately 28% of net sales in
fiscal 1995 and 38% in the first six months of fiscal 1996, will
continue to represent a significant portion of its total net
sales. In addition, the Company uses subcontractors in China,
Malaysia, Singapore and Hong Kong to manufacture a substantial
portion of its products and obtains certain components from
foreign suppliers. Sales to customers outside the United States
and reliance on foreign manufacturers and suppliers involve a
number of risks, including unexpected changes in regulatory
requirements and tariffs, difficulties enforcing agreements and
10
collecting receivables, longer payment cycles, exchange rate
fluctuations, difficulties enforcing intellectual property
rights, difficulties obtaining export licenses, the imposition of
withholding or other taxes, embargoes or exchange controls or the
adoption of other restrictions on foreign trade.
Reliance on Remote Network Access Market
Microcom currently devotes virtually all of its
research and development, manufacturing, marketing and sales
resources to service the remote network access market. The
Company's future financial performance will depend in large part
on continued growth in the remote network access market, which in
turn will depend in part on the growth in the number of
organizations utilizing remote network access products and the
number of applications developed for use with those products.
There can be no assurance that this market will continue to grow
or that the Company will be able to respond effectively to the
evolving requirements of this market. If this market fails to
grow or grows more slowly than the Company currently anticipates,
the Company's business, results of operations and financial
condition would be materially and adversely affected.
Reliance on Indirect Distribution Channels
Sales through indirect distribution channels
accounted for approximately 69% of the Company's net sales in
fiscal 1995 and 60% in the first six months of fiscal 1996. The
Company's agreements with VARs, distributors and OEMs are
typically non-exclusive and in many cases may be terminated by
either party without cause, and many of the Company's VARs,
distributors and OEMs carry competing product lines. Therefore,
there can be no assurance that any VAR, distributor or OEM will
continue to represent the Company's products and the loss of
important VARs, distributors or OEMs could adversely affect the
Company's business, results of operations and financial
condition.
Dependence on Personnel
Microcom believes that its future success will
depend in large part upon its ability to attract and retain
highly skilled engineering, managerial, sales, marketing and
product development personnel. Except with respect to the
President and Chief Executive Officer, the Company does not have
employment contracts with its key personnel and does not maintain
any key person life insurance policies. Competition for such
personnel is intense, especially in the areas of engineering and
sales and marketing. The loss of key management or technical
personnel could materially and adversely affect the Company's
business, results of operations and financial condition, and
there can be no assurance that Microcom will be able to attract
11
and retain the personnel required to engineer, manage, market or
develop its products and conduct its operations successfully.
Management of Growth
Microcom has recently experienced rapid growth
which has placed, and could continue to place, a significant
strain on the Company's management and operations. If Microcom's
management is unable to manage future growth effectively,
Microcom's business, results of operations and financial
condition could be materially and adversely affected.
Potential Volatility of Stock Price
The market price of the Company's Common Stock has
been, and could be, subject to wide fluctuations in response to,
among other things, quarterly fluctuations in operating results,
adverse circumstances affecting the introduction or market
acceptance of new products or enhancements offered by the
Company, announcements of new products or enhancements by
competitors, changes in earnings estimates by analysts, changes
in accounting principles, sales of Common Stock by existing
holders, loss of key personnel and market conditions in the
industry, shortages of key components as well as general economic
conditions. In addition, stock prices for many technology
companies, including the Company, have experienced significant
volatility for reasons unrelated to operating results. These
fluctuations may adversely affect the market price of the
Company's Common Stock.
Potential Adverse Effects of Anti-Takeover Provisions
The Company's Restated Articles of Organization
and By-laws contain provisions that may make it more difficult
for a third party to acquire, or discourage acquisition bids for,
a majority of the outstanding Common Stock of the Company. These
provisions include the classification of the Company's Board of
Directors and super-majority voting requirements to remove
directors and to amend the provisions relating to the
classification of the Board of Directors and the removal of
directors. In addition, the Company's Restated Articles of
Organization prohibit a holder of 10% or more of the Common Stock
from engaging in certain transactions with the Company, including
a merger or sale of stock or assets, without the approval of the
holders of at least 80% of the Common Stock. These provisions
could delay or make more difficult a merger, tender offer or
proxy contest involving the Company, and may limit or reduce the
price that investors might be willing to pay in the future for
shares of the Company's Common Stock.
12
USE OF PROCEEDS
The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Shareholders.
13
SELLING SHAREHOLDERS
Set forth below, with respect to each Selling
Shareholder, is the number of shares of Common Stock beneficially
owned on November 21, 1995, the number of Shares offered pursuant
to this Prospectus and the number of shares to be owned after
completion of the offering (assuming the sale of all the Shares
offered hereunder).
Total Number of Number of
Shares Owned on Shares to be Number of Shares
November 21, Offered or to be Owned After
Name 1995 Sold the Offering (1)
______ ________________ _____________ _________________
The Parthenon Group, Inc. 311,429 266,429(2) 45,000
Walter Y.C. Chang & Sylvia 21,256 21,256(3) 0
S.W. Chang
Sinn Tai Chinn & Sylvia S.W. 2,682 2,682(3) 0
Chang
David Y. Chin & Pauline C. 4,930 4,930(3) 0
Chin
Robert G. Segel 308 308(3) 0
Joanne S. Chertok 304 154(3) 150
Walter C.J. Pang & Carol L. 2,533 2,033(3) 500
Pang
Jimin Ling & Hanna S.H. Ling 1,479 1,479(3) 0
Clarence S. Chinn & Agatha Y. 1,788 1,788(3) 0
Chinn
Franklin K.S. Leong & Darlene 1,448 1,448(3) 0
D. Leong
Kwock Y. Leong 1,448 1,448(3) 0
Gerald W.S. Ching & Gladys 616 616(3) 0
K.S. Ching
James J.L. Fitzgerald & Ida M. 616 616(3) 0
Fitzgerald
Leor Zolman & Lisa Zolman 771 771(3) 0
William M.H. Dung & Daisy P. 1,685 1,685(3) 0
Dung
Steven G. Finn 826 826(3) 0
_________________________
(1) Assumes that the respective Selling Shareholders will
each sell all of the Shares registered hereunder. Each
Selling Shareholder may sell all or any part of his, her
or its Shares pursuant to this Prospectus.
14
(2) Such Shares were acquired by Parthenon, a management and
consulting company of which John C. Rutherford, a
director of the Company, is a managing director and fifty
percent shareholder, as compensation for various
consulting services rendered to the Company.
(3) Such Shares were issued by the Company to such Selling
Stockholders in exchange for their shares of preferred
stock of Extension Technology Corp., a Delaware
corporation ("Extension"), on January 5, 1995 in
connection with the merger of Extension with and into a
wholly-owned subsidiary of the Company.
PLAN OF DISTRIBUTION
Parthenon has advised the Company that it intends to
distribute the 266,429 of its Shares covered by this Prospectus
to certain of its current and former employees (approximately 62
persons total) as compensation for employment services rendered
as soon as practicable after the date of this Prospectus. The
remaining Shares, and any of the Shares which may not be
distributed by Parthenon as described in the preceding sentence,
will be distributed as described below.
The Selling Shareholders and their agents, donees,
distributees, pledgees and other successors in interest may, from
time to time, offer for sale and sell or distribute the Shares to
be offered by them hereby (a) in transactions executed on the
Nasdaq National Market, or any securities exchange on which the
shares may be traded, through registered broker-dealers (who may
act as principals, pledgees or agents) pursuant to unsolicited
orders or offers to buy, (b) in negotiated transactions, or (c)
through other means. The Shares may be sold from time to time in
one or more transactions at market prices prevailing at the time
of sale or a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated
prices. Such prices will be determined by the Selling
Shareholders or by agreement between the Selling Shareholders and
their underwriters, dealers, brokers or agents. The Shares may
also be offered in one or more underwritten offerings. The
underwriters in an underwritten offering, if any, and the terms
and conditions of any such offering will be described in a
supplement to this Prospectus.
In connection with distribution of the Shares, the
Selling Shareholders may enter into hedging or other option
transactions with broker-dealers in connection with which, among
other things, such broker-dealers may engage in short sales of
15
the Shares pursuant to this Prospectus in the course of hedging
the positions they may assume with one or more of the Selling
Shareholders. The Selling Shareholders may also sell Shares
short pursuant to this Prospectus and deliver the Shares to close
out such short positions. The Selling Shareholders may also
enter into option or other transactions with broker-dealers which
may result in the delivery of Shares to such broker-dealers who
may sell such Shares pursuant to this Prospectus. The Selling
Shareholders may also pledge the Shares to a broker-dealer and
upon default the broker-dealer may effect the sales of the
pledged Shares pursuant to this Prospectus.
The distribution of the Shares by the Selling
Shareholders is not subject to any underwriting agreement. Any
underwriters, dealers, brokers or agents participating in the
distribution of the Shares may receive compensation in the form
of underwriting discounts, concessions, commissions or fees from
the Selling Shareholders and/or purchasers of Shares, for whom
they may act. Such discounts, concessions, commissions or fees
will not exceed those customary for the type of transactions
involved. In addition, the Selling Shareholders and any such
underwriters, dealers, brokers or agents that participate in the
distribution of Shares may be deemed to be underwriters under the
Securities Act, and any profits on the sale of Shares by them and
any discounts, commissions or concessions received by any of
such persons may be deemed to be underwriting discounts and
commissions under the Securities Act. Those who act as
underwriter, broker, dealer or agent in connection with the sale
of the Shares will be selected by the Selling Shareholders and
may have other business relationships with the Company and its
subsidiaries or affiliates in the ordinary course of business.
The aggregate proceeds to the Selling Shareholders from
the sale of the Shares offered by the Selling Shareholders hereby
will be the purchase price of such Shares less any broker s
commissions.
In order to comply with the securities laws of certain
states, if applicable, the Shares will be sold in such
jurisdiction only through registered or licensed brokers or
dealers. In addition, in certain states the Shares may not be
sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration of
qualification requirement is available and is complied with.
The Selling Shareholders and any broker-dealer, agent or
underwriter that participates with the Selling Shareholders in
the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any
commissions received by such broker-dealers, agents or
underwriters and any profit on the resale of the Shares purchased
16
by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
Under applicable rules and regulations under the Exchange
Act, any person engaged in the distribution of the Shares offered
hereby may not simultaneously engage in market making activities
with respect to the Shares for a period of two 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-2, 10b-5, 10b-6 and 10b-7, which provisions may limit
the timing of sales of the Shares by the Selling Shareholders.
There is no assurance that the Selling Shareholders will
sell any or all of the Shares described herein and may transfer,
devise or gift such securities by other means not described
herein. The Company is permitted to suspend the use of this
Prospectus in connection with sales of the Shares by holders
during certain periods of time under certain circumstances
relating to pending corporate developments and public filings
with the Commission and similar events. Expenses of preparing
and filing the registration statement all post-effective
amendments will be borne by the Company.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby is being
passed upon for the Company by Choate, Hall & Stewart, Boston,
Massachusetts. William C. Rogers, a partner of Choate, Hall &
Stewart, is the Clerk of the Company.
17
No dealer, salesman or
any other person has been
authorized to give any
information or to make any
representations not contained
in this Prospectus, and, if
given or made, such
information or representations
must not be relied upon as
having been authorized by the
Company or any of the
Underwriters. This Prospectus
does not constitute an offer
of any securities other than
those to which it relates or
an offer to sell, or a
solicitation of an offer to
buy, to any person in any
jurisdiction where such an
offer or solicitation would be
unlawful. Neither the
delivery of this Prospectus
nor any sale hereunder shall,
under any circumstances,
create any implication that
the information contained
herein is correct as of any
time subsequent to the date
hereof.
TABLE OF CONTENTS
Page
Available Information . . . 2
Incorporation of Certain
Documents by Reference . 2
The Company . . . . . . . . 3
Risk Factors . . . . . . . 5
Use of Proceeds . . . . . . 13
Selling Shareholders . . . 14
Plan of Distribution . . . 15
Interests of Named Experts
and Counsel . . . . . . . 17
____________________
308,469 SHARES
MICROCOM, INC.
COMMON STOCK
_____________________
PROSPECTUS
NOVEMBER__, 1995
______________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses
payable by the registrant in connection with the distribution of
the securities being registered hereunder. All of the amounts
shown are estimates, except the Securities and Exchange
Commission registration fee.
Securities and Exchange Commission
Registration Fee . . . . . . . . . . . . $ 2,546
Legal Fees and Expenses . . . . . . . . . 15,000
Accountants' Fees and Expenses . . . . . 2,500
Total . . . . . . . . . . . . . . $20,046
Item 15. Indemnification of Directors and Officers
Article 6 of the Registrant's Restated Articles of
Organization provides as follows:
No director of this corporation shall be personally liable
to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability; provided, however, that
this Article shall not eliminate or limit any liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation 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 61 and 62 of the
Massachusetts Business Corporation Law, or (iv) with respect to
any transaction from which director derived an improper personal
benefit.
The provisions of this Article shall not eliminate or limit
the liability of a director of this corporation for any act or
omission occurring prior to the date on which this Article became
effective. No amendment or repeal of this Article shall
adversely affect the rights and protection afforded to a director
of this corporation under this Article for acts or omissions
occurring while this Article is in effect.
Article VII of the Registrant's By-Laws, as amended,
provides as follows:
The corporation shall, to the extent legally permissible,
indemnify any person serving or who has served as a Director or
officer of the corporation, or at its request as a Director,
Trustee, Officer, Employee or other Agent of any organization in
which the corporation owns shares or of which it is a creditor,
against all liabilities and expenses, including amounts paid in
II-1
satisfaction of judgments, in compromise or settlement or as
fines and penalties, and counsel fees, reasonably incurred by him
in connection with the defense or disposition of any action, suit
or other proceeding or investigation (internal or external),
whether civil or criminal, in which he may be involved or with
which he may be threatened, while serving or thereafter, by
reason of his being or having been such a Director, Officer,
Trustee, Employee or Agent, except with respect to any matter as
to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action
was in the best interests of the corporation or, to the extent
that such matter relates to service with respect to an employee
benefit plan, in the best interest of the participants or
beneficiaries of such employee benefit plan.
Expenses including counsel fees, reasonably incurred by any
such Director, Officer, Trustee, Employee or Agent in connection
with the defense or disposition of any such action, suit or other
proceeding or investigation may be paid from time to time by the
corporation in advance of the final disposition thereof with
respect to such individual upon receipt of an undertaking by such
individual to repay the amounts so paid to the corporation if it
is ultimately determined that indemnification for such expenses
is not authorized under this section.
Any indemnification or advance pursuant to this Article
shall be made no later than forty-five (45) days after receipt of
the written request of such Director, Officer, Trustee, Employee
or Agent, unless a determination is made within said forty-five
(45) day period by (i) the Board of Directors by a majority vote
of a quorum consisting of directors who are not parties to such
action, suit, or other proceeding or investigation, or (ii)
independent legal counsel in a written opinion (which counsel
shall be appointed if such a quorum is not obtainable), that such
individual has not met the relevant standards for indemnification
set forth in this Article.
The right to indemnification or advances as provided by this
Article shall be enforceable by such Director, Officer, Trustee,
Employee or Agent in any court of competent jurisdiction. The
burden of proving that indemnification or advances are not
appropriate shall be on the corporation. Neither the failure of
the corporation (including its Board of Directors or independent
legal counsel) to have made a determination prior to the
commencement of such action, suit or other proceeding or
investigation that indemnification or advances are proper in the
circumstances because such individual has bet the applicable
standard of conduct, or an actual determination by the
corporation (including its Board of Directors, or independent
legal counsel) that such individual has not met such applicable
standard of conduct, shall be a defense to the action, suit or
other proceeding or investigation or create a presumption that
such individual has not met the applicable standard of conduct.
II-2
The expenses of such Director, Officer, Trustee, Employee or
Agent incurred in connection with successfully establishing his
right to indemnification or advances, in whole or in part, shall
also be indemnified by the corporation.
The indemnification provided by this Article shall be deemed
to be a contract between each Director, Trustee, Officer,
Employee or other Agent of the corporation and the corporation
while such individual serves the corporation, and shall not be
diminished by any subsequent repeal or modification of this
Article.
The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any such
Director, Officer, Trustee, Employee or Agent may be entitled.
Nothing contained in this Article shall affect any rights to
indemnification to which corporate personnel other than such
Directors, Officers, Trustees, Employees or Agents may be
entitled by contract or otherwise under law. As used in this
Article, the terms "Director", "Officer", "Trustee", "Employee"
and "Agent" include their respective heirs, executors and
administrators, and an "interested" Director, Officer, Trustee,
Employee or Agent is one against whom in such capacity the
proceedings in question or other proceedings on the same or
similar grounds is then pending.
This Article may be amended only by the affirmative vote of
the stockholders, provided that any reduction in the
indemnification provided by this Article shall be prospective in
effect.
II-3
Item 16. Exhibits
* 4.1 Article 6 of Restated Articles of Organization of the
Registrant.
** 4.2 Articles III and VIII of By-Laws of the Registrant, as
amended.
* 4.3 Registration Rights Agreement dated as of December 30,
1994 by and between the Registrant and Extension
Technology Corp.
5.1 Opinion of Choate, Hall & Stewart as to validity of
shares being registered and Consent.
23.1 Consent of Arthur Anderson LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit
5.1).
25.1 Power of Attorney (part of Signature Page).
_________________________
* Filed as an exhibit to the registrant's Registration Statement
on Form S-3 (No. 33-59471)
** Filed as an exhibit to the registrant's Registration
Statement on Form S-1 (No. 33-28399)
Item 17. Undertakings
The undersigned registrant 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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such 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.
The undersigned registrant hereby undertakes 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 section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
II-4
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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, 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 that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, 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 any of 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.
II-5
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 Town of Norwood, The Commonwealth of Massachusetts, on the
17th day of November, 1995.
MICROCOM, INC.
By:/s/ Roland D. Pampel
Roland D. Pampel
President and Chief Executive Officer
II-6
POWER OF ATTORNEY
We, the undersigned officers and directors of Microcom,
Inc., hereby severally constitute and appoint Roland D. Pampel,
Peter J. Minihane, William C. Rogers and Robert V. Jahrling, and
each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration
Statement on Form S-3 filed herewith and any and all pre-
effective and post-effective amendments to said Registration
Statement, and generally to do all such things in our names and
on our behalf in our capacities as officers and directors to
enable Microcom, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on November 17,
1995 by the following persons in the capacities indicated.
Signature Capacity
/s/ Roland D. Pampel President, Chief Executive
Roland D. Pampel Officer and Director (Principal
Executive Officer)
/s/ Peter J. Minihane Executive Vice President,
Peter J. Minihane Chief Financial Officer and
Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ James M. Dow Chairman of the Board
James M. Dow
/s/ Donald G. Kennedy Director
Donald G. Kennedy
/s/ John C. Rutherford Director
John C. Rutherford
/s/ Michael I. Schneider Director
Michael I. Schneider
II-7
Index to Exhibits
Exhibit Number
* 4.1 Article 6 of Restated Articles of Organization of the
Registrant.
** 4.2 Articles III and VIII of By-Laws of the Registrant, as
amended.
* 4.3 Registration Rights Agreement dated as of December 30,
1994 by and between the Registrant and Extension
Technology Corp.
5.1 Opinion of Choate, Hall & Stewart as to validity of
shares being registered and Consent.
23.1 Consent of Arthur Anderson LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit
5.1).
25.1 Power of Attorney (part of Signature Page).
_________________________
* Filed as an exhibit to the registrant's Registration Statement
on Form S-3 (No. 33-59471)
** Filed as an exhibit to the registrant's Registration
Statement on Form S-1 (No. 33-28399)
II-8
Exhibit 5.1
CHOATE, HALL & STEWART
A Partnership Including Professional Corporations
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617) 248-5000
FACSIMILE (617) 248-4000
TELEX 49615860
November 27, 1995
Microcom, Inc.
500 River Ridge Drive
Norwood, MA 02062-5028
Gentlemen:
This opinion is delivered to you in connection with a registration
statement on Form S-3 (the "Registration Statement") to be filed on November
27, 1995, by Microcom, Inc. (the "Company") under the Securities Act of 1933,
as amended, for registration under said Act of 308,469 shares of Common Stock,
$.01 par value per share (the "Common Stock") of the Company. Terms not
otherwise defined herein shall be deemed to have the meaning ascribed such
term in the Registration Statement.
In connection with rendering this opinion, we have examined such
corporate records, certificates and other documents as we have considered
necessary for the purposes of this opinion. In such examination, we have
assumed the genuineness of all signatures, 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 authenticity of the originals of
such latter documents. As to any facts material to our opinion, we have, when
relevant facts were not independently established, relied upon the aforesaid
records, certificates and documents.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be sold by the Selling Shareholders are and, when sold by the
Selling Shareholders, will be, legally issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and in any
amendments thereto as counsel for the Company, to the statements with
reference to our firm made in the Registration Statement, and to the filing
and use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
April 11, 1995 included in Microcom, Inc.'s 1995 Annual Report to Stockholders
for the year ended March 31, 1995 and all references to our firm included in
this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
November 20, 1995
