As filed with the Securities and Exchange Commission on June 5, 1995.
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROCOM, INC.
(Exact name of registrant as specified in its charter)
04-2710644
(I.R.S. employer identification no.)
Massachusetts
(State or other jurisdiction of incorporation or organization)
500 River Ridge Drive, Norwood, MA 02062-5028
(Address of principal executive offices) (Zip Code)
1987 Employee Stock Purchase Plan
(Full title of plan)
Roland D. Pampel, President and Chief Executive Officer
Microcom, Inc.
500 River Ridge Drive
Norwood, MA 02062-5028
(Name and address of agent for service)
(617) 551-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
securities to be maximum maximum of
to be registered offering aggregate registration
registered (1) price per offering fee
share (2) price (2)
___________ __________ __________ _________ ______________
Common Stock, 300,000 $11.0625 $3,318,750 $1,144.40
$.01 par shares
value
(1) Plus such additional number of shares as may be required pursuant to the
Plan in the event of a stock dividend, split-up of shares, recapitalization
or other similar change in the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the average of the high and
low prices of the Common Stock as reported on The Nasdaq Stock Market on June
1, 1995.
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance
with the requirements of General Instruction E to Form S-8, as
amended. The purpose of this Registration Statement is to
register an additional 300,000 shares of Common Stock, $.01 par
value, of Microcom, Inc. (the "Company") which have been reserved
for issuance under the Company's 1987 Employee Stock Purchase
Plan (the "Plan"). A total of 1,045,000 shares reserved under
the Plan have previously been registered pursuant to Registration
Statements numbered 33-63454, 33-18426, 33-29771 and 33-40893.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The contents of the Company's previously filed Registration
Statements on Form S-8 relating to shares issuable under the Plan
(Registration Statements numbered 33-63454, 33-18426, 33-29771
and 33-40893) are hereby incorporated by reference.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock offered hereby
has been passed upon for the Company by Choate, Hall & Stewart,
53 State Street, Exchange Place, Boston, Massachusetts 02109.
William C. Rogers, a partner of the firm, is Clerk of the
Company. Partners at Choate, Hall & Stewart are deemed (under
the rules of the Securities and Exchange Commission) to be the
beneficial owners of an aggregate of 7,300 shares of Microcom
Common Stock, beneficial ownership of which is disclaimed by such
partners.
-2-
Item 8. Exhibits
5.1 Opinion of Choate, Hall & Stewart as to the legality of
the shares being registered.
10.1 The Company's 1987 Employee Stock Purchase Plan (As
Amended and Restated Effective April 24, 1995).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Choate, Hall & Stewart (included in Exhibit
5.1).
25.1 Power of Attorney (included in page 4).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing a Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Norwood, Commonwealth of Massachusetts on June 5, 1995.
Microcom, Inc.
(Issuer and Employer)
By: Roland D. Pampel, President
and Chief Executive Officer
-3-
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Roland D.
Pampel, Peter J. Minihane and William C. Rogers, jointly and
severally, his true and lawful attorneys-in-fact and agents with
full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be 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 attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below on June 5, 1995
by the following persons in the capacities indicated.
Name Capacity
Roland D. Pampel President, Chief Executive
Officer and Director
(Principal Executive Officer)
Peter J. Minihane Executive Vice President,
Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
James M. Dow Director
Donald G. Kennedy Director
Michael I. Schneider Director
-4-
INDEX TO EXHIBITS
Exhibit Number
5.1 Opinion of Choate, Hall & Stewart as to the legality of
the shares being registered.
10.1 The Company's 1987 Employee Stock Purchase Plan (As
Amended and Restated Effective April 24, 1995).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Choate, Hall & Stewart (included in Exhibit
5.1).
25.1 Power of Attorney (included in page 4).
-5-
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
June 5, 1993
Microcom, Inc.
500 River Ridge Drive
Norwood, Massachusetts 02062-5028
Gentlemen:
This opinion is delivered to you in connection with the
registration statement on Form S-8 (the "Registration Statement")
to be filed on June 5, 1995 by Microcom, Inc. (the "Company")
under the Securities Act of 1933, as amended, for registration
under said Act of 300,000 shares of common stock, $.01 par value
(the "Common Stock"), of the Company.
We are familiar with the Company's Articles of Organization,
as amended, its By-Laws, as amended, and its corporate minute
book as well as the Registration Statement. We have also
examined such other documents, records and certificates and made
such further investigation as we have deemed necessary for the
purposes of this opinion.
Based upon and subject to the foregoing, we are of the
opinion that the shares of Common Stock to be sold by the Company
under its 1987 Employee Stock Purchase Plan, as in effect on the
date hereof, when issued against receipt of the agreed purchase
price therefor, will be legally issued, fully paid and
nonassessable.
We understand that this opinion is to be used in connection
with the Registration Statement and consent to the filing of this
opinion as an exhibit to the Registration Statement. We further
consent to the reference to this firm in the section entitled
"Interests of Named Experts and Counsel" incorporated by
reference in the Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART
Exhibit 10.1
MICROCOM, INC.
1987 EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective as of April 24, 1995)
1. PURPOSES. The Microcom, Inc. 1987 Employee Stock
Purchase Plan (the "Plan") is intended to provide a method
whereby employees of Microcom, Inc. ("Microcom") and its
subsidiary corporations (collectively referred to, unless the
context otherwise requires, as the "Company") will have an
opportunity to share in the growth and development of the Company
by acquiring a proprietary interest therein through the purchase
of shares of the common stock, $0.01 par value per share, of
Microcom, Inc. (the "Common Stock"). It is the intention of the
Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as
it may be amended (the "Code"). Accordingly, the provisions of
the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of
that section of the Code.
2. DEFINITIONS.
(a) "Base Pay" means regular straight time earnings including
commissions and shift premiums, but excluding payments for
overtime, incentive compensation, bonuses, and other special
payments.
(b) "Eligible employee" means any person who is customarily
employed for 20 or more hours per week and more than five months
in a calendar year by the Company and whose period of employment
by the Company is at least three months; provided that for
purposes of determining eligibility under this Section, the
Company, in its discretion may credit an employee with the period
of time he was employed by a subsidiary of the Company or an
entity acquired by and merged into the Company if, at the time
such entity is acquired, the employee was so employed. An
eligible employee shall not include an employee of the Company
who is an officer and who is also a highly compensated employee,
as this term is defined in Section 414(q) of the Code.
(c) "Subsidiary corporation" shall mean any present or future
corporation which is a "subsidiary corporation" of Microcom as
that term is defined in Section 425 of the Code.
3. ELIGIBILITY.
(a) Only eligible employees shall be eligible to participate
in an Offering (as defined below) under the Plan.
(b) Any provision of the Plan to the contrary
notwithstanding, no employee shall be granted an Option under the
Plan:
(i) If, immediately after the grant, such employee would
own stock, and/or hold outstanding options to purchase stock,
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company or any subsidiary of the
Company (for purposes of this paragraph the rules of Section
425(d) of the Code shall apply in determining stock ownership of
any employee); or
(ii) Which permits such employee to purchase stock during
a calendar year having a fair market value which exceeds the
difference between $25,000 and the fair market value of any other
shares of stock purchased or purchasable during that calendar
year under any other employee stock purchase plans of the Company
which meet the requirements of Section 423 of the Code. For
purposes of this Section 3(b)(ii), the fair market value of the
stock shall be determined as of the date the option to which it
relates was granted.
4. OFFERING DATES. The Plan will be implemented by a series
of offerings (each of which is referred to herein individually as
an "Offering") of such number of shares of Common Stock as is
determined prior to the Offering by the Board of Directors of the
Company (the "Board"). An Offering shall begin on June 1st and
December 1st of each year or such other dates as are approved by
the Board, except for the first Offering which shall begin on
December 3, 1987 (each such date referred to as the "Offering
Commencement Date"). Each Offering shall be of such duration and
shall end as of such date (each such date referred to as the
"Offering Termination Date"), as is determined prior to the
Offering by the Board, provided that the duration of an Offering
shall in no event exceed 27 months from the Offering Commencement
Date.
5. PARTICIPATION. An eligible employee may become a
participant in an Offering by completing such application form as
is provided by the Company and filing it with the Company's
Treasurer at such time as is determined by the Board (or
person(s) to whom the Board has delegated such authority).
6. METHOD OF PAYMENT. With respect to each Offering:
(a) The method of payment for shares of Common Stock
purchased upon exercise of rights granted hereunder shall be
through regular payroll deductions or by lump sum cash payment or
both, as determined with respect to each Offering by the Board.
To the extent a participant's method of payment is through
regular payroll deductions, the participant shall elect to have
deductions made from his or her pay on each payday during the
time he or she is a participant in the Offering at a specified
percentage of the participant's compensation, in whole integers,
that, when aggregated with the amount of any lump sum cash
payment the participant elects, does not exceed 10% of the
participant's base pay. If on an Offering Commencement Date a
participant is participating in one or more other Offerings under
the Plan, the aggregate percentage of the participant's
compensation he or she may elect as a payment (by payroll
deduction, lump sum cash payment, or both) with respect to all
such Offerings shall not exceed 10% of the participant's base
pay.
(b) Payroll deductions for a participant shall commence on
the first pay day after the Offering Commencement Date, or as of
such later date as a prospectus with respect to the offering of
Common Stock covered by the Plan is provided to the participant,
and shall end with the last pay day prior to the Offering
Termination Date unless sooner terminated by the participant as
provided in Paragraph 10.
(c) All payroll deductions and lump sum cash payments made
for or by a participant shall be credited to the participant's
account under the Plan.
(d) A participant may discontinue participation in an
Offering as provided in Paragraph 10 and may reduce prospectively
the rate of payroll deduction once during the Offering (effective
on the first pay day following the twentieth day after the
participant notifies the Human Resources Department of the
Company of such reduction), but no other changes can be made
during such Offering.
7. GRANTING OF OPTION. With respect to each Offering during
the term of the Plan:
(a) Subject to the limits of Paragraph 3(b), a participant
shall be deemed to have been granted, on the Offering
Commencement Date, an option (an "Option") to purchase a maximum
number of shares of Common Stock determined as follows: 15% of
the participant's base pay, determined as of the Offering
Commencement Date (with changes, if any, in such base pay which
are made applicable to the Offering by the Board) for the period
of the Offering divided by 85% of the fair market value of a
share of Common Stock on the Offering Commencement Date.
(b) The purchase price of a share of Common Stock in any
Offering (the "Option Exercise Price") shall be the lower of:
(i) 85% of the fair market value of a share of Common
Stock on the Offering Commencement Date; or
(ii) 85% of the fair market value of a share of Common
Stock on the Offering Termination Date.
(c)(i) For purposes of this Paragraph, the fair market value
of a share of Common Stock shall be the last sales price for a
share of Common Stock on the appropriate date (or on the next
regular business day on which the Common Stock is traded in the
over-the-counter market in the event that no shares of Common
Stock are traded on such date), as reported on the National
Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ") National Market, rounded up to the nearest one-
fourth of a dollar.
(ii) If the Common Stock is listed on a national
securities exchange, the fair market value shall then be the
closing price of a share of Common Stock on such exchange on the
appropriate date (or on the next regular business day on which
shares of the Common Stock be traded on the exchange in the event
that no shares of the Common Stock shall have been traded on such
date), rounded up to the nearest dollar.
8. EXERCISE OF OPTION. With respect to each Offering during
the term of the Plan:
(a) Unless a participant gives written notice of withdrawal
to the Company as hereinafter provided, the Option will be deemed
to have been exercised automatically on the Offering Termination
Date for the purchase of the number of full shares of Common
Stock which the accumulated payroll deductions and lump sum cash
payments, if any, in the account at that time will purchase at
the Option Exercise Price (but not in excess of the maximum
number of shares calculated pursuant to Paragraph 7(a)).
(b) By written notice to the Human Resources Department of
the Company at an time prior to the Offering Termination Date, a
participant may elect to withdraw all of the accumulated payroll
deductions and lump sum cash payments, if any, in the
participant's account at such time, as provided in Paragraph
10(a), and the Option will terminate unexercised.
(c) Fractional shares will not be issued under the Plan and
any accumulated payroll deductions and lump sum cash payments, if
any, which would have been used to purchase fractional shares
shall be reported to the participant and will be carried forward
to the next Offering unless the participant does not elect to
participate in such Offering, in which event such amounts will be
returned to the participant promptly following the Offering
Termination Date. Any accumulated payroll deductions and lump
sum cash payments, if any, which are in excess of the limitations
of Paragraphs 7(a) and 12(a) will also be returned to the
participant promptly following the Offering Termination Date.
9. DELIVERY. As promptly as practicable after the Offering
Termination Date, the Company will deliver to each participant,
as appropriate, the certificate or certificates representing the
shares of Common Stock purchased upon the exercise of the Option.
10. WITHDRAWAL.
(a) As indicated in Paragraph 8(b), a participant may
withdraw payroll deductions and lump sum cash payments, if any,
credited to his or her account under any such Offering at any
time prior to the Offering Termination Date by giving written
notice of withdrawal to the Human Resources Department of the
Company. All of the participant's payroll deductions and lump
sum cash payments, if any, credited to such account will be paid
to the participant promptly after receipt of notice of
withdrawal, and the participant's Option will terminate. The
participant will not be permitted to elect any further payroll
deductions or lumps sum cash payments during such Offering. The
Company may, in its discretion, treat any attempt by a
participant to borrow on the security of accumulated payroll
deductions or lump sum cash payments as an election to withdraw
such amounts.
(b) A participant's withdrawal from an Offering will not have
any effect upon eligibility to participate in any future Offering
pursuant to the Plan or in any similar plan which may hereafter
be adopted by the Company.
(c) Upon termination of the participant's employment with the
Company for any reason, including retirement but excluding death
during an Offering, the participant's Option will terminate and
the payroll deductions and lump sum cash payments, if any,
credited to the participant's account with respect to the then
current Offering will be returned to the participant or, in the
case of death subsequent to the termination of employment, to the
person or persons entitled thereto under Paragraph 14.
(d) Upon termination of the participant's employment with the
Company because of death, the beneficiary (as defined in
Paragraph 14) shall have the right to elect, by written notice
given to the Human Resources Department of the Company prior to
the expiration of 30 days commencing with the date of death of
the participant, either:
(i) To withdraw all of the payroll deductions and lump
sum cash payments, if any, credited to the participant's account
with respect to the then current Offering; or
(ii) To exercise the participant's Option for the
purchase of stock pursuant to the then current Offering on the
Offering Termination Date for the purchase of the number of full
shares of stock specified in the participant's Option (or, if
less, for periods with respect to which payroll deductions and
lump sum cash payments, if any, have been made for participation
generally, the number of full shares of stock that the
accumulated payroll deductions and lump sum cash payments, if
any, in the participant's account at the date of the
participant's death will purchase at the Option Exercise Price
(subject to the limitations contained in Paragraphs 7(a) and
12(a)), and any excess in such account will be returned to the
beneficiary). In the event that no such written notice of
election shall be received by the Human Resources Department of
the Company, a notice of withdrawal shall be deemed to have been
received within the meaning of Paragraph 10(a), and the amounts
due shall be paid promptly to the beneficiary in accordance with
the terms of Paragraph 14.
11. INTEREST. No interest will be paid or allowed on any
money paid into the Plan or credited to the account of any
participant.
12. STOCK.
(a) The maximum number of shares of Common Stock which shall
be made available for sale under all Offerings in the aggregate
pursuant to the Plan shall be 1,345,000 shares subject to
adjustment upon changes in capitalization of Microcom as provided
in Paragraph 17. Such shares may be authorized and unissued
shares or may be "treasury" shares. Any shares subject to an
Option which for any reason expires or is terminated unexercised
as to such shares may again be subject to an Option under the
Plan. If the total number of shares for which Options are
exercised on any Offering Termination Date in accordance with
Paragraph 8 exceeds the number of shares offered in such Offering
or available under the Plan, the Company shall make a pro rata
allocation of the shares available for delivery and distribution
in as nearly a uniform manner as shall be practicable and as it,
in its sole discretion, shall determine to be equitable, and the
balance of payroll deductions and lump sum cash payments, if any,
credited to the account of each participant under the Plan shall
be handled as provided in Paragraph 8(c).
(b) The participant will have no interest in shares of Common
Stock covered by an Option until such Option has been exercised.
(c) Stock to be delivered to a participant pursuant to an
Offering under the Plan will be registered in the name of the
participant, or, if the participant so directs by written notice
to the Human Resources Department prior to the Offering
Termination Date, in the names of the participant and one other
person designated by the participant, as joint tenants with right
of survivorship, to the extent permitted by applicable law.
(d) The Board may, in its discretion, require as conditions
to the exercise of any Option that the shares of Common stock
reserved for issuance upon the exercise of the Option shall have
been duly listed upon official notice of issuance upon any
national securities exchange upon which the Common Stock is
listed, and that either:
(i) A Registration Statement under the Securities Act of
1933, as amended, with respect to such shares shall have become
effective; or
(ii) The participant shall have represented in form and
substance satisfactory to the Company that it is the
participant's intention to purchase such shares for investment.
13. ADMINISTRATION. The Plan shall be administered by the
Board or, to the extent delegated by the Board, a compensation
committee (the "Committee"). Subject to the provisions of the
Plan, the Board or the Committee shall have full power to
construe and interpret the Plan and to establish, amend and
rescind rules and regulations for its administration.
Determinations made by the Committee and approved by the Board
with respect to any other matter or provision contained in this
Plan shall be final, conclusive and binding upon the Company and
upon all participants, their heirs or legal representatives. Any
rules or regulations adopted by the Committee or the Board shall
remain in full force and effect unless and until altered, amended
or repealed by the Committee or the Board.
14. DESIGNATION OF BENEFICIARY. A participant may file with
the Human Resources Department of the Company a written
designation of a beneficiary who is to receive any shares of
Common Stock and/or cash in the event of the death of the
participant prior to the delivery of such shares or cash to the
participant. Such designation of beneficiary may be changed by
the participant at any time by written notice to the Human
Resources Department. Within 30 days after the participant's
death, the beneficiary may, as provided in Paragraph 10(d), elect
to exercise the participant's Option when it becomes exercisable
on the Offering Termination Date of the then current Offering.
Upon the death of a participant and upon receipt by the Company
of proof of identity and existence at the participant's death of
a beneficiary validly designated by him or her under the Plan and
notice of election of the beneficiary to exercise the Option, the
Company shall deliver such stock and/or cash to such beneficiary.
In the event of the death of a participant and in the absence of
a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver
such stock and/or cash to the executor or administrator of the
estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the
Company) the Company, in its discretion, may deliver such stock
and/or cash to the spouse or to any one or more dependents of the
participant as the Company may designate. No beneficiary shall,
prior to the death of the participant by whom he or she has been
designated, acquire any interest in the shares of Common Stock or
cash credited to the participant under the Plan.
15. TRANSFERABILITY. Neither payroll deductions and lump
sum cash payments, if any, credit to a participant's account nor
any rights to exercise an Option or to receive shares of Common
Stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the participant otherwise
than by will or the laws of descent and distribution, and no
rights under the Plan may be exercisable during the participant's
lifetime by anyone other than the participant or his guardian or
legal representative.
16. USE OF FUNDS. All payroll deductions and lump sum cash
payments, if any, received or held by the Company under this Plan
may be used by the Company for any corporate purpose and the
Company shall not be obligated to segregate such payroll
deductions and lump sum cash payments, if any.
17. EFFECT OF CHANGES IN THE COMMON STOCK. In the event of
any changes of the shares of the Common Stock by reason of stock
dividends, subdivisions, combinations and exchanges of shares,
recapitalizations, mergers in which Microcom is the surviving
company, consolidations, and the like, the aggregate number and
class of shares available under this Plan and the Option Exercise
Price per share shall be appropriately adjusted by the Board,
whose determination shall be conclusive. Any such adjustments
may provide for the elimination of any fractional shares which
would otherwise become subject to any options.
18. AMENDMENT OR TERMINATION. The Board may at any time
terminate or amend the Plan. No such termination can affect
Options previously granted, nor may an amendment make any change
in any Option theretofore granted which would adversely affect
the rights of any participant without the participant's consent
nor may an amendment be made without prior approval of the
stockholders of Microcom if such amendment would:
(a) Materially increase the number of securities which may be
issued under the Plan; or
(b) Materially modify the requirements as to eligibility for
participation in the Plan.
19. NOTICES. All notices or other communications by a
participant under or in connection with the Plan shall be deemed
to have been duly given when received by the Treasurer of the
Company.
20. MERGER OR CONSOLIDATION. If Microcom shall at any time
merge into or consolidate with another corporation, the holder of
each Option then outstanding will thereafter be entitled to
receive at the Offering Termination Date, in lieu of each share
of Common Stock to which the holder would otherwise be entitled,
the securities or property which a holder of one share of the
Common Stock was entitled to receive upon and at the time of such
merger or consolidation. The Board shall take such steps in
connection with such merger or consolidation as the Board shall
deem necessary to assure that the provisions of Paragraph 17
shall thereafter be applicable, as nearly as reasonably may be,
in relation to said securities or property which the holder might
thereafter be entitled to receive pursuant to the Option. A sale
of all or substantially all of the assets of Microcom shall be
deemed a merger or consolidation for the foregoing purposes.
21. APPROVAL OF STOCKHOLDERS. The Plan was originally
approved by the Board on August 13, 1987, and was approved by
stockholders on July 19, 1988. Subsequent amendments and
restatements of the Plan were approved by the Board and
stockholders effective as of March 31, 1989, April 18, 1991 and
April 21, 1993. This amendment and restatement of the Plan was
approved by the Board effective April 24, 1995, subject to
approval of the stockholders on or before April 23, 1996.
22. REGISTRATION AND QUALIFICATION OF THE PLAN UNDER
APPLICABLE SECURITIES LAWS. No option shall be exercised under
the Plan until such time as the Company has qualified or
registered the shares which are subject to options under the
applicable state and Federal securities laws to the extent
required by such laws.
23. TERMINATION OF THE PLAN. Unless the Plan is terminated
earlier by the Board of Directors, the Plan shall terminate and
no shares offered hereunder shall be purchased after August 12,
1997. Upon termination of the Plan, all amounts in the accounts
of participants, to the extent not used to purchase shares of
Common Stock under the Plan, shall be promptly refunded to
participants.
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 12, 1994 (except with respect to the matter
discussed in the credit line note thereof, as to which the date
is May 1, 1994) included in Microcom, Inc.'s 1994 Annual Report
to Stockholders for the year ended March 31, 1994 and all
references to our firm included in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
June 2, 1995
