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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OSICOM TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
1800 Stewart Street, Santa Monica, California 90404 22-2367234
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(Address of Principal Executive Offices) (Zip Code) (I.R.S. Employer
Identification No.)
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OSICOM TECHNOLOGIES, INC.
1988 Stock Option Plan
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(Full Title of the Plan)
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Sharon Chadha With copy to:
Osicom Technologies, Inc. W. Raymond Felton, Esq.
1800 Stewart Street Greenbaum, Rowe, Smith, Ravin,
Santa Monica, California 90404 Davis and Bergstein
(310) 828-7496 99 Wood Avenue S
(Name, Address, and Telephone Iselin, New Jersey 08830
Number, Including Area Code, of Agent for Service) (908) 549-5600
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Appropriate Date of Commencement of Proposed Sale to Public: From time to
after the effective date of this Registration Statement.
CALCULATION OF PROPOSED REGISTRATION FEE
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<CAPTION>
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Title of Proposed Securities to Amount to be Proposed Proposed Amount of
be Registered Registered Maximum Maximum Registration
Offering Aggregate Fee
Price per Offering
Share(1) Price (1)
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<S> <C> <C> <C> <C>
Common Stock 150,000 shares $11.125 $817,094 $281.76
- -----------------------------------------------------------------------------------------------------
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(1) These shares of Common Stock represent the shares of Common stock with
respect to which options 61,000, 25,000, 43,250, 20,750 have been granted under
the 1988 Stock Option Plan at an exercise price of $2.00, $3.00, $9.00 and
$11.125 respectively.
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PROSPECTUS
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATIONS TO THE
CONTRARY IS A CRIMINAL OFFENSE.
OSICOM TECHNOLOGIES, INC.
1988 STOCK OPTION PLAN
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150,000 SHARES OF COMMON STOCK
($.20 PAR VALUE PER SHARE)
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Options for shares of (the "Shares") of the common stock, $.20 par value per
share (the "Common Stock") of Osicom Technologies, Inc. (the "Company") covered
by this Prospectus have been granted by the Company to employees (including
officers) of the Company under the 1988 Stock Option Plan (the "Plan").
Options covering 150,000 Shares have been granted to certain employees of the
Company. Each employee receiving an option is offered the opportunity to
purchase the number of Shares specified in such option at a price and on the
terms set forth therein.
The maximum gross proceeds will be $817,094.
It is advisable for an optionee to consult with legal counsel concerning the
securities and tax law implications of his acquisition or disposition of shares
under the Plan.
Any officer, director or beneficial owner of more than 10% of the Company's
common stock who holds an option under the Plan should consider the
applicability of Section 16 of the Securities Exchange Act of 1934, as amended,
in connection with the exercise of any such option and the disposition of any
of the Company's common stock acquired thereby.
The principal executive office of the Company is located at 1800 Stewart
Street, Santa Monica, CA 90404 and the telephone number of such office is
(310) 828-7496.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 22, 1995.
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TABLE OF CONTENTS
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AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PURPOSE AND ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF OPTIONS AND TAX STATUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Award of options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-6
Period of Plan; Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Exercise Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Option Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Nontransferability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options . . . . . . . . . . . . . . . 6-7
RESTRICTIONS ON RESALE OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-8
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-8
New Jersey Shareholders Protection Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Registrar and Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
INDEMNIFICATION OF OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934 and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, Washington, D.C.
20049 and at the following regional offices of the Commission: New York
Regional Office, Room 1400, Park Place, New York, NY 10007; and the Chicago
Regional Office, Room 3190, Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, IL 60611. Copies of such material can also be obtained
from the Public Reference Section of the Commission in Washington, D.C. (at the
address above) at prescribed rates.
The Common Stock is traded in the over-the-counter market on the
Automated Quotation System of the National Association of Securities Dealers
(symbol "FIBR"). Copies of all of the Company's reports, proxy statements, and
other information filed with the Commission are also filed with the National
Association of Securities Dealers, Inc. and can be inspected at the appropriate
office of such association.
This Prospectus omits certain information contained in the
Registration Statement on file with the Commission with respect to the Shares
offered hereby. The information omitted may be obtained from the Commission's
office in Washington, D.C. (at the address above) upon payment of the fees
prescribed by the rules and regulations of the Commission, or examined there
without charge.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated by reference in
the Registration Statement of which this Prospectus forms a part (excluding
exhibits to such documents unless specifically incorporated by reference).
Requests for such copies should be directed to the Corporate Secretary, Osicom
Technologies, Inc., 1800 Stewart Street, Santa Monica, CA 90404, 310-828-7496.
The Company furnishes its shareholders with annual reports containing
audited financial statements.
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INTRODUCTION
The Company has adopted the Plan pursuant to a resolution of its Board
of Directors effective March 2, 1988 and the approval by its shareholders on
June 14, 1988. Under the Plan, Shares may be offered to employees of the
Company in accordance with the Plan as described herein. These offers are, or
will be, made at the prices and on the terms and conditions contained in the
respective stock option agreements between the Company and the recipients of
stock option grants.
The Company's principal executive offices and telephone number are set
forth on the Cover Page of this Prospectus.
Following is a summary of the Plan, which is qualified in its entirety
by reference to the Plan and certain other agreements which have been filed
previously with the Commission and are incorporated by reference to the
Registration Statement on Form S-8 relating to this Prospectus.
PURPOSE AND ADMINISTRATION OF PLAN
The Company believes that the Plan provides valuable incentives for
employees of the Company by providing an opportunity for investment in the
Company's Common Stock, as an inducement for such individuals to remain with
the Company, and thereby encouraging them to increase their efforts to make the
Company's business more successful. In accordance with this belief, the Board
of Directors of the Company adopted the Plan, which was duly approved by the
shareholders of the Company on June 14, 1988.
Pursuant to the terms of the Plan, 1,200,000 Shares are reserved for
issuance thereunder. In the event there is any change in the number of issued
shares of the Company without new consideration to the Company (such as by
stock dividends or stock splits) or in the event that the number of outstanding
shares of the Company is changed into or exchanged for a different number of
shares of Common Stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, split-up,
combination of shares, merge or consolidation, the number of Shares reserved
for issuance under the Plan, the number of Shares subject to any outstanding
option and the option price per Share of each outstanding stock option shall
be appropriately adjusted. In the event there is any change in the number or
kind of outstanding shares of Common Stock or of any shares or other securities
into which such shares of Common Stock have been changed or exchanged, other
than the transactions specified in this paragraph, equitable adjustment in the
options may be made in the sole discretion of the Company's Board of Directors.
The Company will provide reports to participating employees as to the
amount and status of their accounts upon request.
The Plan is administered by the Company's Board of Directors or by the
Compensation Committee (the "Committee") of the Company's Board of Directors
which is composed of not less than three members of the Board, each of whom
must be a disinterested person as used in Rule 16b-3 under the Securities and
Exchange Act of 1934. The Company does not currently have any disinterested
directors and the Plan is therefore administered by the Board of Directors.
DESCRIPTION OF OPTIONS AND TAX STATUS
The Plan provides for the grant of incentive and non-qualified stock
options. A description of these options and certain federal income tax aspects
associated therewith is set forth below. Because tax results may vary due to
individual circumstances, each participant in the Plan is urged to consult his
or her personal tax advisor with respect to the federal and state tax
consequences of the exercise of an option or the sale of stock received upon
the exercise thereof.
AWARD OF OPTIONS
Options may be granted under the Plan to all employees (including
employees who are officers and/or directors) of the Company. There is no
specific limitation on the number of Shares with respect to which options may
be granted to any individual under the Plan. However, the Plan provides that
the aggregate fair market value, determined at the time an option is granted,
of the Common Stock with respect to which incentive stock options are
exercisable for the first time by a participant during any calendar year (under
all such plans the Company has or may
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hereafter adopt) shall not exceed $100,000. Non-qualified stock options
covering 150,000 Shares have been granted to certain employees of the Company.
PERIOD OF PLAN; AMENDMENTS
No options may be granted under the Plan after February 26, 1998. The
Board of Directors may amend the Plan as it deems advisable. No amendment may,
without further approval of the shareholders of the Company within twelve
months before or after the date on which such amendment was adopted, (a)
increase the total number of Shares which may be made the subject of options
granted under the Plan, either in the aggregate or to any individual employee,
(b) change the manner of determining the option price, (c) change the criteria
of determining which employees are eligible to receive options, (d) extend the
period during which options may be granted or exercised, (e) withdraw the
administration of the Plan from the Board of Directors, or (f) take any action
which requires shareholder approval under Section 422A of the Internal Revenue
Code of 1986, as amended (the "Code"), or the Treasury regulations (the
"Regulations") promulgated thereunder.
EXERCISE PERIOD
Options granted under the Plan are exercisable, when vested, in such
installments and for such periods as specified by the Board of Directors at
the time of grant, but may, in no circumstance, be exercisable more than ten
years after the date of grant in the case of incentive stock options, and five
years in the case of non-qualified stock options. However, incentive stock
options granted to an employee who, prior to the date of grant, holds more than
10% of the total combined voting power of all classes of stock of the Company
(or, if applicable, of any parent or subsidiary corporations ("10%
Shareholder") may not be exercisable more than five years from the date of
grant.
VESTING
An employee shall become fully vested in options under the Plan on the
date of grant.
TERMINATION OF EMPLOYMENT
Outstanding options may be exercised during employment with the
Company or within three months after termination of employment with the Company
(other than by reason of death). If termination is by reason of the death of
the optionee, any option exercisable by the legal representative or beneficiary
of the optionee's estate within twelve months after the death of the optionee
(but not after the basic term of the option) with respect to the number of
Shares eligible for purchase on the date of death.
OPTION PRICE
The Plan provides that the option price with respect to each option
will be determined by the Plan's administrators, but, in the case of incentive
stock options, shall not be less than 100% (110% in the case of incentive stock
options granted to 10% Shareholders) of the fair market value of the Common
Stock on the date the option is granted. Payment of the option price shall be
made in cash or certified check.
NONTRANSFERABILITY
Each option granted under the Plan is not transferable by the holder
except by will or the laws of descent and distribution of the State wherein the
holder is domiciled at the time of death.
FEDERAL INCOME TAX TREATMENT OF INCENTIVE AND NON-QUALIFIED STOCK OPTIONS
Currently, an employee will not be deemed to have realized income upon
the grant of a non-qualified stock option unless the option has a readily
ascertainable fair market value at the time it is granted. Generally, an
employee will recognize ordinary income upon the exercise of a non-qualified
stock option (or, if the stock subject to the option is restricted within the
meaning of Code Section 83 and the employee does not otherwise elect to
recognize income upon the exercise of the stock option, at such time as the
Shares become transferable or are no longer subject to a substantial risk of
forfeiture) in an amount equal to the excess (if any) of the fair market value
of the Shares purchased, at the time
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of exercise, over the exercise price. The Company will be entitled to deduct an
amount equal to the amount included as income by the employee for the Company's
taxable year which included the close of the employee's taxable year in which
the income is included by the employee.
An employee will also not be deemed to have received income upon the
grant of an incentive stock option or, except as noted below, upon the exercise
of such option. Unless shares acquired upon exercise are disposed of within
two years of the date of grant or within one year of exercise, upon the sale of
such shares, the optionee will generally recognize capital gain or loss
measured by the difference between the amount realized on the sale and the
price paid for the shares. If a sale is made prior to either of such dates, an
optionee's gain on the sale of the shares will be treated a ordinary income to
the extent of the lesser of the excess of the fair market value of the shares
at the time of exercise over the option price and the excess of the amount
realized on the sale of stock over the option price. The Company will be
allowed a deduction at the time of sale in the amount of the ordinary income
recognized by the optionee. The balance of any gain realized will be treated
as long-term or short-term capital gain, depending upon the length of time the
shares were held by the optionee.
Generally, the excess of the fair market value of an incentive stock
option at the time of exercise (or, if the stock subject to the option is
restricted within the meaning of Code Section 83, at such time as the shares
become transferable or are no longer subject to a substantial risk of
forfeiture), over the option price constitutes an item of tax preference for
purposes of the alternate minimum tax. Thus, under certain circumstances, the
exercise of an incentive stock option will result in a tax at the time of
exercise.
There can be no assurance that the Code or the Regulations promulgated
thereunder will not be amended to change these tax consequences.
Reference should be made to the applicable provisions of the Code and
to the Regulations promulgated thereunder for more detailed information as to
the tax treatment of options granted pursuant to the Plan. Optionees should
consult their tax advisors with specific reference to their own tax situations
and with regard to potential changes in the applicable laws.
RESTRICTIONS ON RESALE OF COMMON STOCK
While the Plan does not place restrictions on resales of Shares
acquired thereunder, Shares acquired under the Plan by an "affiliate" as that
term is defined in Rule 405 under the Securities Act of 1933, as amended (the
"Act"), may only be resold pursuant to the registration requirements of the
Act, Rule 144, or another applicable exemption therefrom. Generally, sales of
securities, including Shares, are subject to the antifraud provisions contained
in federal and state securities laws. Acquisitions (including acquisitions
under the Plan) and dispositions of Shares by an officer, director or certain
affiliates of the Company within any six-month period may give rise to the
right of the Company to recapture any profit from such transactions pursuant to
Section 16(b) of the Securities Exchange Act of 1934.
It is advisable for a participant to consult with legal counsel
concerning the securities law implications of his exercise of options and his
acquisition or disposition of Shares under the Plan.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The Company's authorized common stock consists of 20,000,000 shares,
par value $.20 per share. On November 21, 1995, 1,265,898 shares of Common
Stock were outstanding.
COMMON STOCK
Each share of Common Stock has one vote on all matters presented to
the shareholders. Since the Common Stock does not have cumulative voting
rights, the holders of more than 50% of the shares may, if they choose to do
so, elect all the directors and, in that event, the holders of the remaining
shares will not be able to elect any of the Company's directors. The holders
of Common Stock are entitled on liquidation to all assets remaining after
payment
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of or provision for claims against the Company. The Common Stock has no
preemptive or other subscription rights. There are no conversion rights or
sinking fund provisions with respect to the Common Stock.
NEW JERSEY SHAREHOLDERS PROTECTION ACT
Because the Company is incorporated under the laws of New Jersey, it
may be subject to the New Jersey Shareholders Protection Act ("NJSPA"), an
antitakeover law. The NJSPA has the effect of prohibiting the Company from
engaging in any "business combination" with an "interested stockholder"
(defined to include any person who is the beneficial owner of 10% or more of
the Company's outstanding voting securities or is an affiliate or associate of
the Company who has beneficially owned 10% or more of the voting power of the
Company at any time during the five-year period immediately prior to the date
in question) for five years after the date of the transaction in which the
person became an "interested stockholder," unless the "business combination"
was approved by the Board of Directors prior to that date. After the five-year
waiting period has elapsed, a "business combination" between the Company and an
"interested stockholder" will be prohibited unless the "business combination"
is approved by the holders of two-thirds of the voting stock not beneficially
owned be the "interested stockholder," or unless the price per share to be
received by stockholders in the "business combination" exceeds a certain
minimum price which is designated to insure that all stockholders (other than
"interested stockholders") receive at least the highest price paid by the
"interested stockholder."
NJSPA defines "business combination" to include a merger or
consolidation between the Company and the "interested stockholder," any sale,
lease, exchange, mortgage, pledge, transfer, or other disposition to or with
the "interested stockholder" which exceeds 10% of the aggregate market value of
the Company's total assets, outstanding stock or income; the issuance or
transfer to the "interested stockholder" of any stock of the Company's having
an aggregate market value equal to or greater than 5% of the Company's
outstanding stock; and the receipt by the "interested stockholder" of any
loans or other financial assistance from the Company.
The NJSPA does not apply to "business combinations" with persons who
acquired 10% or more of the voting power of the Company prior to the time the
Company was required to file periodic reports pursuant to the Securities
Exchange Act of 1934 or prior to the time the Company's securities began to
trade on a national securities exchange.
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent of the Company's Common Stock is
IDATA, Inc., 14675 Midway Road, Suite 221, Dallas, TX 75244.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by Greenbaum, Rowe, Smith, Ravin &
Davis of Woodbridge, New Jersey.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 14A:3-5 of the New Jersey Business Corporation Act (the
"NJBCA") gives a corporation power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or arbitrative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, sole
proprietorship, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlements actually and reasonable incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The same Section also
gives a corporation power to indemnify any person who was or is party or is
threatened to be made a party to any threatened, pending or completed action or
suit proceeding by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer,
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employee or agent of another corporation, sole proprietorship, partnership,
joint venture, trust or other enterprise, for expenses (including attorney's
fees) actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Superior Court
of the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Superior Court or such court shall deem
proper. Also, the Section states that, to the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any such action, suit or proceeding, or in defense of
any claim, issue, matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Article 6 of the registrant's Certificate of Incorporation provides in
pertinent part:
(a) General. In addition to an without limiting the rights to
indemnification and advancement of expenses specifically provided for in the
other paragraphs of this Article 6, the corporation shall indemnify and advance
expenses to each person who is or was a director or officer, employee or agent
of any Other Enterprise (as hereinafter defined) to the full extent permitted
or authorized by the laws of the State of New Jersey as in effect on the date
of the adoption of this Article 6 and as may hereafter be amended.
(b) Indemnification in Actions by Third Parties. The corporation
shall indemnify each person who has been or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or appellate
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was an officer or director of the corporation or is
or was serving at the corporation's request as a director, officer, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise ("Other Enterprise") against all
liabilities and expenses, including, with limitation, judgments, amounts paid
in settlement, attorneys' fees, ERISA excise taxes or penalties, fines and
other litigation expenses actually or reasonable believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe this conduct
was unlawful; provided, however, that the corporation shall not be required to
indemnify or advance expenses to any such person or persons seeking
indemnification or advancement of expenses in connection with an action, suit
or proceeding initiated by such person unless the initiation of such action,
suit or proceeding was approved in advance by the Board of Directors of the
corporation. The termination of any such action, suit or proceeding by
judgment, order, settlement, conviction or under a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonable believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding that he had reasonable cause to believe that such
person's conduct was unlawful.
Section 14A:2-7 (3) of the N.J.B.C.A., which became effective in 1987,
enables corporations to adopt amendments to their certificates of incorporation
eliminating or limiting liability of directors and officers to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director or officer, except for liability for breach of duty based upon an act
or omission (i) in breach or such person's duty of loyalty to the corporation
or its stockholders, (ii) not in good faith or involving a knowing violation
of law, (iii) resulting in receipt by such person of an improper personal
benefit. Section 14A:2-7 (3) has no effect on the availability of equitable
remedies, such as injunctions or rescission, for breach of fiduciary duty. The
registrant's Certificate of Incorporation provides that no director or officer
of the registrant shall be personally liable to the registrant or its
shareholders for monetary damages for breach of any duty as a director or
officer to the fullest extent permitted under Section 14A: 2-7 (3) of the
N.J.B.C.A.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
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ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement filed
by the Company with the Securities and Exchange Commission, Washington, D.C.,
under the Securities Act of 1933. This Prospectus omits certain of the
information contained in the Registration Statement and reference is hereby
made to the Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the securities to which
this Prospectus relates. Statements herein contained concerning the provisions
of any document are not necessarily complete, and, in each instance, reference
is made to the copy of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such reference.
9
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission are incorported herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the
fiscal year ended January 31, 1995.
(b) All other reports, if any, filed by the Company pursuant to
Section 13 or 15 (d) of the Securities Exchange Act of 1934
for periods since January 31, 1995.
All documents subsequently filed by the Company pursuant to Section 13
(a), 13 (c) and 15 (d) of the Securities Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Information regarding the Company's securities is included on page 7
of the Prospectus comprising part of this Registration Statement.
Item 5. Interests of Named Experts of Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Information regarding indemnification of directors and officers is
included on page 8 of the Prospectus comprising a part of this Registration
Statement.
Item 7. Exemption from Registration Claimed
Not Applicable.
10
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBITS
- ------
<S> <C>
4 1988 Stock Option Plan is incorporated by reference from the Registrant's proxy statement filed with the commission and
dated May 13, 1988.
5 Opinion of Greenbaum, Rowe, Smith, Ravin and Davis as to the shares of Common Stock being registered.
24.1 Consent of Weinbaum and Yalamanchi
24.2 Consent of Greenbaum, Rowe, Smith, Ravin & Davis (contained in its opinion filed as Exhibit 5).
25 Power of Attorney Regarding Registration Statement.
</TABLE>
11
<PAGE> 13
Item 9. Undertakings
The registrant of the securities being registered hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post- effective amendment to this
Registration Statement:
(i) to include any prospectus required by section 10 (a) (3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the 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 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; provided, however, that the undertakings set forth
in paragraphs (1) and (2) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.
(4) 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 (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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to
each employee to whom the prospectus is sent to or given, a copy of the
Registrant's Annual Report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in which case the
registrant shall state in the prospectus that it will promptly furnish, without
charge, a copy of such report, on written request of the employees. If the
last fiscal year of the registrant has ended within 120 days prior to the use
of the prospectus, the Annual Report of the registrant for the preceding fiscal
year may be so delivered, but within such 120-day period the Annual Report for
the last fiscal year will be furnished to each employee.
(6) To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
12
<PAGE> 14
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, State of California, on the 24th day
of November 1995.
OSICOM TECHNOLOGIES, INC.
By: /s/ Par Chadha
-----------------------------
Par Chadha
Chairman
13
<PAGE> 15
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sharon G. Chadha, true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for her and in her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to the
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done and in and about the
premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ SHARON CHADHA Chief Executive Officer November 24, 1995
- ------------------------------------------- Chief Financial Officer
</TABLE>
14
<PAGE> 1
[LETTERHEAD]
EXHIBIT 5
November 22, 1995
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Osicom Technologies, Inc.
Gentlemen:
Osicom Technologies, Inc. (the "Company") is filing a Registration
Statement on Form S-8, covering the registration of 150,000 shares of the
common stock of the Company, par value $.20 per share, for an offering to
employees pursuant to its 1988 Stock Option Plan (the "Plan"). We have been
asked to issue an opinion as to whether the securities being registered will,
when sold, be legally issued, fully paid and non-assessable.
We have examined the Certificate of Incorporation and By-Laws, as
amended to date, and other corporate records of the Company and have made such
other investigations as we have deemed necessary in connection with the
opinions hereinafter set forth. We have relied, to the extent we deem such
reliance proper, upon certain factual representations given in certificates of
officers of the Company, and, although we have not independently varified
certain of the facts contained therein, nothing has come to our attention which
would cause us to believe that any of the statements contained therein are true
or are misleading.
<PAGE> 2
GREENBAUM, ROWE, SMITH, RAVIN & DAVIS
November 22, 1995
Page 2
In making the aforesaid examinations, we have assumed: (i) the
genuineness of all signatures and the conformity to original documents of all
copies furnished to us; (ii) that the corporate records of the Company
furnished to us constitute all of the existing corporate records of the Company
and include all corporate proceedings taken by it; (iii) that the securities
being registered will, when sold, be sold for an amount not less than the sale
price authorized by action of the Board of Directors of the Company or its
designated representatives, and in no event for less than the price required by
the Plan and by applicable state law.
Based solely upon and subject to the foregoing, we are of the opinion
that the securities being registered by the Company will, when sold, be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Very truly yours,
GREENBAUM, ROWE, SMITH
RAVIN & DAVIS
<PAGE> 1
[LOGO] EXHIBIT 24.1
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants for Osicom Technologies, Inc., we hereby
consent to the use of our report dated May 1, 1995 for the year ended January
31, 1995, the eight months ended January 31, 1994 and the five months ended May
31, 1993 which is included in the November 26, 1995 Form S-8 of Osicom
Technologies, Inc.
WEINBAUM & YALAMANCHI
Certified Public Accountants
November 22, 1995
