As filed with the Securities and Exchange Commission on March 7, 1997.
Registration No. 333-22291
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OSICOM TECHNOLOGIES, INC.
(exact name of registrant as specified in its charter)
New Jersey 3672 22-2367234
(State or other jurisdiction of(Primary Standard Industrial(I.R.S. Employer
incorporation or organization) Classification Code Number)Identification No.)
2800 28th Street, Suite 100
Santa Monica, California 90405
(310) 581-4030
(Address, including zip code, and telephone number, including area code, of
registrant's principal offices)
PAR CHADHA
Chief Executive Officer
Osicom Technologies, Inc.
2800 28th Street, Suite 100
Santa Monica, California 90405
(310) 581-4030
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
W. RAYMOND FELTON, ESQ.
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
Metro Corporate Campus I
Post Office Box 5600
Woodbridge, New Jersey 07095
(908) 549-5600
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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, check the following box. _____
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of each Class of to be Price per Offering Registration
Securities to be Registered Registered Share (1) Price Fee
Common Stock, par
value $.10 per share 2,396,907 $10.375(1) $24,867,910 $7,535.73
</TABLE>
(1) Estimated pursuant to Rule 457 based upon the closing price of the Common
Stock on February 21, 1997 as reported on The Nasdaq Small Cap Market solely
for the purpose of computing the registration fee.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
OSICOM TECHNOLOGIES, INC.
Cross Reference Sheet
Form S-3 Item No. and Caption Prospectus Caption
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus Inside Front Cover;
Outside Back Cover Page
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges Prospectus Summary;
The Company; Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering
Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Outside Front Cover Page;
Plan of Distribution
9. Description of Securities
to be Registered Not Applicable
10. Interest of Named Experts and
Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain
Information by Reference Incorporation of Certain
Documents by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities Indemnification
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 7, 1997
PROSPECTUS
2,396,907 SHARES
OSICOM TECHNOLOGIES, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 2,396,907 shares of Common
Stock, par value $.10 per share (the "Shares") of Osicom Technologies,
Inc., a New Jersey corporation ("Osicom" or the "Company"). The Shares
being registered hereby are to be offered for the account of the
holders thereof ("Selling Shareholders"). The Company will not receive
any of the proceeds from the sale of the Shares by the Selling
Shareholders. See "Selling Shareholders" and "Plan of Distribution."
All expenses incurred in connection with this offering are being borne
by the Selling Shareholders.
The Company has been advised by the Selling Shareholders that there
are no underwriting arrangements with respect to the sale of the
Shares, that the Shares may be sold from time to time in the over-the-
counter market at then prevailing prices or in privately negotiated
transactions, and that usual and customary brokerage fees may be paid
by the Selling Shareholders in connection therewith. See "Selling
Shareholders" and "Plan of Distribution."
The Company's Common Stock is quoted on the Nasdaq Market under the
symbol "FIBR." On February 21, 1997, the closing price for the Common
Stock was $10.375 as reported by Nasdaq.
_________________________
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 REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
<PAGE>
No dealer, salesperson or other person is authorized in connection
with any offering made hereby to give any information or to make any
representation not contained in this Prospectus, and, if given or made,
such information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the Shares to
any person in any jurisdiction in which it is unlawful to make such an
offer or solicitation to such person. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances
create any implication that the information contained herein is correct
as of any date subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the information 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
can be inspected and copies at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at 500
West Madison Street, Chicago, Illinois 60601 and 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Company's Common
Stock is quoted on Nasdaq, and such reports,
proxy statements and other information can also be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C.
The Company has filed with the Commission a registration statement on
Form S-3 (copies of which may be obtained from the Commission at its
principal office in Washington, D.C. upon payment of the charges
prescribed by the Commission, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"). This Prospectus does
not contain all of the information set forth in the Registration
Statement and the exhibits thereto. Statements contained in this
Prospectus as to the contents of any contract or any other documents
are not necessarily complete and, in each such instance, reference is
made to the copy of such contract or document filed as an exhibit to
the Registration Statement, each such statement being qualified by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act (File No. 0-15810) are hereby incorporated
by reference in this Prospectus, except as otherwise superseded or
modified herein:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 1996.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended October 31, 1996.
(c) The Company Registration Statement on Form S-4 dated September
9, 1996.
(d) All documents subsequently filed by the Company pursuant to
Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of the offering to which this Prospectus relates
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 statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed documents
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 furnish without charge to each person to whom this
Prospectus is delivered, upon his written or oral request, a copy of
any of all of the documents referred to above which have been
incorporated into this Prospectus by reference (other than exhibits to
such documents). Requests for such copies should be directed to:
OSICOM TECHNOLOGIES, INC.
2800 28th Street, Suite 100
Santa Monica, California 90405
Attention: Par Chadha
(310) 581-4030
<PAGE>
OFFERING SUMMARY
The following summary is qualified in its entirety by the detailed
information and financial statements appearing elsewhere in this
Prospectus.
THE COMPANY
Osicom designs, manufactures and markets transmission, networking,
remote access and connectivity products for use in local area networks
("LANs"), wide area networks ("WANs") and broadband global networks.
Osiocm's products include remote access products, hubs and switches,
high-performance network adapters, network peripherals, video switches and
routers, and a family of products to build broadcast systems over
copper, fiber or wireless transmission media.
Osicom targets high growth markets in the networking arena that
leverages our core competencies in:
. High speed LAN workgroup and Remote Access routing product
portfolio
. Growing diversified customer base
. Competency in distributed LAN connectivity
. Modular media and access chip design and data flow modeling
. Tuneable drivers
. Communications protocols
. Operating Systems Knowledge
. Systems integration
Market segments targeted are the extended workgroup, featuring high
speed LAN solutions (i.e. speeds in excess of 100 Mbps) and the
connection of those groups to network backbones via public switched
facilities through the use of remote access router based technologies.
In September 1996, Osicom acquired the five operating subsidiaries of
Builders Warehouse Association, Inc. ("BWAI"). The BWAI subsidiaries
design, manufacture and market networking, connectivity and add-on
products for LAN markets. The BWAI products include network adapters,
hubs, Ethernet switches, video cards, shared printer network servers
and adapters and printer enhancement products and products utilizing
Phase-Locked Loop, direct analog, and direct digital RF synthesis. The
products are sold worldwide to OEMs and distributors.
RISK FACTORS
Prospective investors should carefully consider the following factors
regarding an investment in Osicom Common Stock, in addition to the
other information contained in this Prospectus.
Volatility of Common Stock Prices
There has been significant volatility in the market prices of
securities of companies in the networking industry, including the
Osicom Common Stock. Various factors and events, including those
relating specifically to Osicom, its vendors or its competitors and
those relating generally to the industry, may have a significant impact
on the trading price of the Osicom Common Stock.
Competition
The markets for the products and services of the Company are
intensely competitive, highly fragmented and characterized by rapidly
changing technology, evolving industry standards, price competition and
frequent new product introductions. A number of companies offer
products that compete with one or more of the Company's products. The
Company's current and prospective competitors include original
equipment manufacturers ("OEMs"), product manufacturers of Internet
access and remote LAN access equipment, and manufacturers of LAN
servers and client access and network systems products. In the
Internet access and remote LAN access equipment market, the Company
competes primarily with Cisco, 3Com, U.S. Robotics, Ascend
Communications, Tektronics, Scientific Atlanta, Grandalf, Cabletron,
BAY Network, Network Peripherals, Interphase, Microdyne, Asante, and
several other companies. The Company has experienced and expects to
continue to experience increased competition from current and potential
competitors, many of whom have substantially greater financial,
technical, sales, marketing and other resources, as well as greater
name recognition and a larger customer base than the Company.
Accordingly, such competitors or future competitors may be able to
respond more quickly to new or emerging technologies and changes in
customer requirements or devote greater resources to the development,
promotion and sales of their products than the Company. In particular,
established companies in the personal computer industry may seek to
expand their product offerings by designing and selling products using
competitive technology that could render the Company's products
obsolete or have a material adverse effect on the Company's sales. The
markets in which the Company competes currently are subject to intense
competition and the Company expects additional price and product
competition as other established and emerging companies enter these
markets and new products and technologies are introduced. Increased
competition may result in further price reductions, reduced gross
margins and loss of market share, any of which could materially and
adversely affect the Company's business, operating results and
financial condition. There can be no assurance that the Company will
be able to compete successfully against current and future competitors,
or that competitive factors faced by the Company will not have a
material adverse effect on the Company's business, operating results
and financial conditions.
New Product Development and Rapid Technological Change; Dependence on
LAN and WAN Technologies
The personal computer industry is characterized by rapidly changing
technologies, evolving industry standards, frequent new product
introductions, short product life cycles and rapidly changing customer
requirement. The introduction of products embodying new technologies
and the emergence of new industry standards can render existing
products obsolete and unmarketable. The Company's future success will
depend on its ability to enhance its existing products and to introduce
new products to meeting changing customer requirements and emerging
technologies. As other communications technologies such as Gigabit
Ethernet, Fibre Channel, Frame Relay, Asynchronous Transfer Mode
("ATM"), Asymmetric Digital Subscriber Line ("ADSL") and communication
over copper, fiber or wireless networks, are developed and gain market
acceptance, the Company will be required to enhance its connectivity
products to support new LANs and WANs, including Internet access
technologies, or if its current and prospective future products do not
achieve widespread customer acceptance as a result of the adoption of
alternative technologies, the Company's business, operating results and
financial condition would be materially and adversely affected. The
Company has historically derived a substantial majority of its revenues
from the sale of networking products. In the event that current LAN
and WAN technology is modified or replaced and the Company is unable to
modify its products to support new technology, or alternative
technologies, the Company's business, operating results and financial
condition could be materially and adversely affected. The Company has
in the past and may in the future experience delays in new product
development. There can be no assurance that the Company will be
successful in developing and marketing product enhancements or new
products that respond to technological change, evolving industry
standards and changing customer requirements; that the Company will not
experience difficulties that could delay or prevent the successful
development, introduction and marketing of these products or product
enhancements, or that its new products and product enhancements will
adequately meet the requirements of the marketplace and achieve any
significant degree of market acceptance. Failure of the Company, for
technological or other reasons, to develop and introduce new products
and product enhancements in a timely and cost-effective manner would
have a material adverse effect on the Company's business, operating
results and financial condition. In addition, the future introductions
or even announcement of products by the Company or one of its
competitors embodying new technologies or changes in industry standards
or customer requirements could render the Company's then-existing
products obsolete or unmarketable. There can be no assurance that the
introduction or announcement of new product offerings by the Company or
one or more of its competitors will not cause customers to defer
purchase of existing Company products. Such deferment of purchases
could have a material adverse effect on the Company's business,
operating results and financial condition.
Complex products such as those offered by the Company may contain
undetected or unresolved defects when first introduced or as new
versions are released. There can be no assurance that, despite testing
by the Company, defects will not be found in new products or new
version or products following commercial release, resulting in loss of
market share, delay in or loss of market acceptance, or product recall.
Any such occurrence could have a material adverse effect upon the
Company's business, operating results or financial condition.
Dependence on Contract Manufacturers and Limited Source Suppliers
Though the Company manufactures many of its own products, it also
materially relies upon independent contractors to manufacture to
specification certain of its other components, subassemblies, systems
and products. The Company also relies upon limited-source suppliers
for a number of components used in the Company's products, including
certain key microprocessors and integrated circuits. There can be no
assurance that these independent contractors and suppliers will be able
to meet the Company's future requirements for manufactured products,
components and subassemblies in a timely fashion. The Company
generally purchases limited-source components pursuant to purchase
orders and has no guaranteed supply arrangements with these suppliers.
In addition, the availability of many of these components to the
Company is dependent in part by the Company's ability to provide its
suppliers with accurate forecasts of its future requirements. The
Company believes that there are alternative suppliers of alternative
components for all of the components contained in its products.
However, any extended interruption in the supply of any of the key
components currently obtained from a limited source would disrupt its
operations and have a material adverse effect on the Company's
business, operating results and financial condition.
Dependence on Proprietary Rights and Technology
The Company's ability to compete is dependent in part on its
proprietary rights and technology. The Company relies primarily on a
combination of patent, copyright and trademark laws, trade secrets,
confidentiality procedures and contract provisions to protect its
proprietary rights. The Company generally enters into confidentiality
agreements with its employees, and sometimes with its resellers,
distributors, customers and potential customers and limits access to
the distribution of its software, hardware designs, documentation and
other proprietary information. There can be no assurance that the
steps taken by the Company in this regard will be adequate to prevent
the misappropriation of its technology. Furthermore, though the
Company has been issued patents, there can be no assurance that the
patent application process will be beneficial to the Company. Patents
applications may be denied. Any patents, once issued, may be
circumvented by competitors of the Company. Furthermore, there can be
no assurance that others will not develop technologies that are
superior to the Company's. Despite the Company's efforts to protect
its proprietary rights, unauthorized parties may attempt to copy
aspects of the Company's products or to obtain and use information that
the Company regards as proprietary. In addition, the laws of some
foreign countries do not protect the Company's proprietary rights as
fully as do the laws of the United States. There can be no assurance
that the Company's means of protecting its proprietary rights in the
United States or abroad will be adequate or that competing companies
will not independently develop similar technology.
Dependence on Key Personnel
The Company's business and prospects depend to a significant degree
upon the continuing contributions of its key management, sales,
marketing, product development, and administrative personnel. The
Company does not have employment contracts with most of its key
personnel and does not maintain any key person life insurance policies.
The loss of key management or technical personnel could materially and
adversely affect the Company's business, operating results and
financial condition. The Company believes that its prospects depend in
large part upon its ability to attract and retain highly-skilled
engineering, managerial, sales, marketing and administrative personnel.
Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting and
retaining such personnel. Failure to attract and retain key personnel
could have a material adverse effect on the Company's business,
operating results and financial conditions.
Compliance and Regulations and Evolving Industry Standards
The market for the Company's products is characterized by the need to
meet a significant number of communications regulations and industry
standards, some of which are evolving as new technologies are deployed.
In the United States, the Company's products must comply with various
regulations defined by the Federal Communications Commission and
standards established by Underwriters Laboratories and Bell
Communications Research for some public carrier services, installed
equipment does not fully comply with current industry standards, and
this noncompliance must be addressed in the design of the Company's
products. Standards for new services such as Frame Relay, ATM, Gigabit
Ethernet and Fibre Channel are still evolving. The Company is a member
of several standards committees including Gigabit Ethernet, ATM and
FDDI, to enable the Company to participate in the development of
standards for emerging technologies. However, as the standards evolve,
the Company will be required to modify its products or develop and
support new versions of its products. The failure of the Company's
products to comply or delays in compliance, with the various existing
and evolving industry standards could delay introduction of the
Company's products, which could materially and adversely affect the
Company's business, operating results and financial condition.
Government regulatory policies are likely to continue to have a major
impact on the pricing of existing as well as new public network
services and therefore are expected to affect demand for such services
and the telecommunications product that support such services. Tariff
rates, whether determined by network service providers or in respondent
regulatory directives, may affect the cost-effectiveness of deploying
communication services. Such policies also affect demand for
telecommunications equipment, including the Company's current and
planned products.
In foreign countries, the Company's products are subject to a wide
variety of governmental review and certification requirements. Any
future inability to obtain on a timely basis foreign regulatory
approvals could materially and adversely affect the Company's business,
operating results and financial condition.
Control by Directors, Executive Officers and Principal Shareholders
The present directors, executive officers and principal shareholders,
and their affiliates and related persons beneficially own approximately
34% of the outstanding shares of the Company's Common Stock. As a
result, these shareholders will have a significant influence upon all
matters requiring shareholder approval, including the election of
directors, and will continue to have significant influence over the
affairs of the Company. Such concentration of ownership may have the
effect of delaying, deferring or preventing a change in control of the
Company.
Shares Eligible for Future Sale
No prediction can be made as to the effect, if any, that future sales
of Common Stock, or the availability of Common Stock for future sales,
will have on the market price of Common Stock prevailing from time to
time. Sales of a substantial number of shares of Common Stock in the
public market could adversely affect the market price for the Company's
common stock.
Forward-Looking Statements
This Prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Such forward-looking statements
include the Company's plans to introduce Gigabit Ethernet, ATM switches
for workgroups and enterprise markets, scalable routers with broad
practical support and aggregation possibilities, and the Company's
plans to develop new products, expand its sales force, expand its
customer base, make acquisitions and expand within international
markets. Such forward-looking statements also include the Company's
expectations concerning factors affecting the markets for its products,
such as demand for increased bandwidth, the migration from private to
public networks, growth in the corporate use of the Internet, expansion
of switches between LANs, remote access for corporate networks,
deregulation and increased competition, the introduction of a wide
range of new communication service and technologies and growth in the
domestic and international market for network access solution. Actual
results could differ from those projected in any forward-looking
statements for the reasons detailed in the other sections of the "Risk
Factors" portion of this Prospectus, and the Company assumes no
obligation to update the forward-looking statements, or to update the
reasons why actual results could differ from those projected in the
forward-looking statements.
Fluctuations in Quarterly Operating Results
The Company's backlog at the beginning of each quarter typically is
not sufficient to achieve expected sales for the quarter. To achieve
its sales objective the Company is dependent upon obtaining orders
during each quarter for shipment in that quarter. Furthermore, the
Company's agreements with its customers typically provide that they may
change delivery schedules and cancel orders within specified time
frames, typically 30 days or more prior to the scheduled shipment date,
without significant penalty. The Company's customers have in the past
built, and may in the future build, significant inventory in order to
facilitate more rapid deployment of anticipated major projects or for
other reasons. Decisions by such customers to reduce their inventory
levels have led and could lead to reductions in purchases from the
Company. These reductions, in turn, have and could cause fluctuations
in the Company's operating results and have had and could have an
adverse effect on the Company's business, financial condition and
results of operations in the periods in which the inventory is reduced.
Delays or lost sales have and can be caused by other factors beyond
the Company's control, including late deliveries by other vendors of
components in a customer's system, changes in implementation
priorities, slower than anticipated growth in demand for the services
that the Company's products support and delays in obtaining regulatory
approvals for new services. Delays and lost sales have occurred in the
past and may occur in the future. Operating results in recent periods
have been adversely affected by delays in receipt of significant
purchase orders from customers. In addition, the Company has in the
past experienced delays as a result of the need to modify its products
to comply with unique customer specifications. These and similar
delays or lost sales could materially and adversely affect the
Company's business, operating results and financial condition.
The Company's industry is characterized by declining prices of
existing products, therefore continual improvements of manufacturing
efficiencies and introduction of new products and enhancements to
existing products are required to maintain gross margins. In response
to customer demands or competitive pressures, or to pursue new product
or market opportunities. The Company may take certain pricing or
marketing actions, such as price reductions, volume discounts, or
provisions of services at below market rates. These actions could
materially and adversely affect the Company's business, operating
results and financial condition.
Management of Growth
The Company has experienced growth through acquisitions as well as
internal growth. The future near-term success of the Company will
depend upon achieving harmonious relations among key employees,
combining operations to realize efficiencies in manufacturing,
marketing and sales, and implementing product strategies which allow
the benefits of research and development advances in individual
subsidiaries to be utilized throughout the Company as a whole. The
Company's ability to achieve these objectives will materially affect
its business, prospects and financial condition.
<PAGE>
THE OFFERING
Shares of Common Stock offered...................2,396,907 Shares
Use of Proceeds..................................The Shares are not
owned by the Company;
accordingly, the
Company will receive
none of the proceeds
from the sale thereof.
NASDAQ Market Symbol.............................FIBR
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares are being registered pursuant to registration rights
obligations the Company has to the former shareholders of four (4)
companies acquired by Osicom in stock-for-stock acquisitions or
triangular mergers: Cray Communications, Inc.; Digital Products, Inc.;
Distributed Systems International, Inc.; and Software Export (Private),
Ltd., and to former option holders of Sciteq Electronics, Inc., also
acquired by the Company. None of the Selling Shareholders has ever
held any position or office with the Company. The following table sets
forth certain information with respect to the beneficial ownership of
the Shares by the Selling Shareholder.
Beneficial Beneficial
Ownership Ownership of
of Shares of Shares of
Name of Selling Common Stock to be Offered Common Stock
Shareholder Prior to Sale for Sale After Sale
F. Roy Carlson 21,408 21,408 0
Reilrop, B.V. 500,000(1)(3) 500,000(1) 0
Adaptec, Inc. 67,929 67,929 0
John R. Composto 97 97 0
Ross Dryer 2,115 2,115 0
Edward D. English 1,480 1,480 0
William A. Kahn 41,957 41,957 0
Cornelius Peterson, VIII 168,757 168,757 0
Gerald Reinan 8,915 8,915 0
Phyllis Reinan 4,122 4,122 0
Edward Roberts 6,147 6,147 0
Edward and Nancy Roberts 6,591 6,591 0
Grant Saviers 6,727 6,727 0
William Wolf 360 360 0
Steve Chludzinski 1,174 1,174 0
Crystal Freedland 3,952 3,952 0
Charles Gordon 2,289 2,289 0
Cynthia Hansen 1,148 1,148 0
Norman Kahn 753 753 0
Philip A. Krawitz 5,446 5,446 0
Kenneth and Virginia Mason 1,128 1,128 0
Elizabeth Masse 1,481 1,481 0
William Peisel 8,861 8,861 0
Charles Peterson 14,006 14,006 0
Cornelius Peterson IX 15,414 15,414 0
Marilyn Peterson 16,080 16,080 0
Garth Rose 4,364 4,364 0
George Simmons 4,716 4,716 0
Donald J. Stone 4,041 4,041 0
William Suarez 1,428 1,428 0
John Thompson 970 970 0
William Wagner 1,405 1,405 0
Ronald E. Mackey 15,078 15,078 0
Bruce F. Wong 14,727 14,727 0
Subrata Datta 13,325 13,325 0
James M. Wood, III 10,520 10,520 0
Mark D. Lanoux 10,169 10,169 0
Jerry and Joan Mackey 4,208 4,208 0
Jayant Kadambi 1,052 1,052 0
Frank Matthews 1,052 1,052 0
William Lennartz 22,391 22,391 0
Anthony Mauro 15,922 15,922 0
Phil Feinberg 9,951 9,951 0
Chris Hill 5,971 5,971 0
Thahn Tran 3,184 3,184 0
Roberta Wright 1,990 1,990 0
John Stiska 796 796 0
Marilyn Peterson as Trustee 10,545 10,545 0
MIM Alpha L.P. 281,375(2)(3) 281,375 0
VantagePoint Venture
Partners 1996 724,638(2)(3) 724,638 0
LM LDC 324,750(2)(3) 324,750 0
(1) Represents an estimate of the number of Shares issuable to
Reilrop, B.V. upon conversion of 3,000 shares of the Company's
Series D Preferred Stock held by Reilrop, B.V.. The conversion
is based upon market price of the Company common stock, and the
estimate is based upon a market price of $6.00 per share.
(2) Represents an estimate of the number of Shares issuable to these
shareholders upon conversion of shares of the Company's Series E
Preferred Stock based upon a market price of $8.00 per share.
(3) Shares are subject to contractual restrictions on transfer from one
to six months.
PLAN OF DISTRIBUTION
Although the Company has been advised by the Selling Shareholders
that there are no underwriting arrangements with respect to the sale of
the Shares, pursuant to this registration the Selling Shareholders may
choose to sell all or a portion of the shares from time to time as
market conditions permit in the over-the-counter market, or otherwise,
at prices and terms then prevailing or at prices related to the then-
current market price, or in negotiated transactions.
The Shares may be sold by one or more of the following methods,
without limitation: (a) block trades in which a broker or dealer so
engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the trans-
action; (b) purchases by a broker or dealer as principal and resale by
such broker and dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker
solicits purchases; and (d) face-to-face transactions between sellers
and purchasers without a broker/dealer. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Such broker or dealers may receive
commissions or discounts from Selling Shareholders in amounts to be
negotiated. Such brokers and dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the
meaning of the 1933 Act in connection with such sales.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised
that in the opinion the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as express in the Act
and will be governed by the final adjudication of such issue.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed
upon by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, Woodbridge, New
Jersey.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-KSB for the fiscal year
ended January 31, 1996, have been so incorporated in reliance on the
report of Weinbaum & Yalamanchi, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
<PAGE>
No dealer, salesperson or other
person has been authorized to give
any information or to make any
representations in connection with
this offering other than those
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. This Prospectus does OSICOM TECHNOLOGIES, INC.
not constitute an offer to sell or a
solicitation of an offer to buy by
anyone in any jurisdiction in which
such offer or solicitation is not
authorized, or in which the person
making such offer or solicitation is 2,396,907 Shares of
not qualified to do so, or to any Common Stock
person to whom it is unlawful to
make such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an implication
there has not been any change in the
affairs of the Company since the
date hereof.
Page
Available Information 2
Incorporation of _________________________
Certain Information
by Reference 2 PROSPECTUS
Offering Summary 4 _________________________
The Company 4
Risk Factors 5
The Offering 11 , 1977
Use of Proceeds 11
Selling Shareholders 11
Plan of Distribution 12
Indemnification 13
Legal Matters 13
Experts 13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The registrant estimates expenses in connection with the offering
described in this Registration Statement will be as follows:
Item Amount
Securities and Exchange Commission Registration Fee $ 7,536.00
Printing and Engraving Expenses 1,000.00
Accountants' Fees and Expenses 2,000.00
Legal Fees and Expenses 5,000.00
Miscellaneous 464.00
___________
Total $ 16,000.00
___________
___________
Item 15. Indemnification of Directors and Officers.
The description set forth under the caption "Indemnification of
Directors and Officers" in the Company's Registration Statement on Form
S-4, filed September 6, 1996, No. 33-10667, is incorporated herein by
reference.
Item 16. Exhibits.
Exhibit Number Description of Document
2. Stock Purchase Agreement dated as of June 1,
1996 between Osicom and BWAI (G).
3.1 Restated Certificate of Incorporation dated
June 14, 1988 (A).
3.2 Amended and Restated By-Laws of the
Registrant, dated April 13, 1988 (B).
3.3 Series A Preferred Stock Certificate of
Designation (C).
3.4 Series B Preferred Stock Certificate of
Designation (G).
3.5 Series C Preferred Stock Certificate of
Designation (G).
* 3.6 Series D Preferred Stock Certificate of
Designation.
* 5. Opinion of Greenbaum, Rowe, Smith, Ravin,
Davis & Himmel.
10.1 Acquisition Agreement of Adtech Micro
Systems, Inc. dated June 16, 1994 (D).
10.2 Acquisition Agreement of Stratuslink NA,
Inc. dated November 19, 1994 (E).
10.3 Line of Credit Agreement with Coast
Business Credit dated May 28, 1995 and
Modification dated January 1996 (F).
10.4 Acquisition Agreement of Dynair
Electronics, Inc. dated June 8, 1995 (K).
10.5 Acquisition Agreement of Rockwell Network
Systems, Inc. dated January 31, 1996 (J).
10.6 Acquisition Agreement of Cray
Communications, Inc.- US (H).
10.7 Acquisition Agreement of Digital Products,
Inc. (I).
*21 Subsidiaries of the Registrant.
23.1 Consent of Weinbaum & Yalamanchi - Page II-6.
23.2 Consent of Arthur Andersen & Co., L.L.P. -
Page II-7.
23.3 Consent of Jay J. Shapiro, CPA - Page II-12.
23.4 Consent of Greenbaum, Rowe, Smith, Ravin,
Davis & Himmel (included in opinion filed
as Exhibit 5).
*24. Power of Attorney.
The foregoing are incorporated by reference from the Registrant's
filings indicated:
(A) Form 10QSB for quarter ended April 30, 1996
(B) Form 10K for year ended January 31, 1993
(C) Form 10K/A for year ended January 31, 1994
(D) Form 8K dated June 16, 1994
(E) Form 10-KSB for year ended January 31, 1995
(F) Form 10-KSB for year ended January 31, 1996
(G) Form S-4 dated September 6, 1996
(H) Form 8-K dated September 23, 1996
(I) Form 8-K dated September 12, 1996
(J) Form 8-KA dated February 2, 1996
(K) Form 8-K dated June 8, 1995
Item 17. Undertakings.
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 that is incorporated by
reference in this 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised
that in the opinion the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as express in the Act
and will be governed by the final adjudication of such issue.
The undersigned registrant 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 information set
forth in the Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided however that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the Registration Statement is on Form S-3 or
Form S-8 and 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable ground to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 2 to its 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 7th day of March, 1997.
OSICOM TECHNOLOGIES, INC.
*
__________________________
By: /s/ Par Chadha
Par Chadha,
Chief Executive Officer
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:
Signature Title Date
* Chairman and March 7, 1997
_______________________ Director
SHARON G. CHADHA
* Chief Financial March 7, 1997
_______________________ Officer, Principal
CHRISTOPHER E. SUE Financial and
Accounting Officer
* Chief Executive March 7, 1997
_______________________ Officer, Director
PAR CHADHA
/s/ Barry Witz Director March 7, 1997
_______________________
BARRY WITZ
* Director March 7, 1997
______________________
XIN CHENG, Ph.D
* Director March 7, 1997
______________________
LEONARD HECHT
*By: /s/ Barry Witz
_________________
BARRY WITZ
<PAGE>
Exhibit 23.1
Weinbaum & Yalamanchi
Certified Public Accountants
1800 North Argle Avenue, Suite 413
Los Angeles, California 90028
(213) 467-8945
CONSENT OF INDEPENDENT ACCOUNTANTS
Osicom Technologies, Inc.
We consent to the use in this registration statement of our
report dated April 11, 1996 (except as to note P, as to which the date
is August 21, 1996), relating to the consolidated financial statements
of Osicom Technologies, Inc., and subsidiaries, and to the references
to us under the caption "Experts" in the Prospectus.
We consent to the use in this registration statement through
incorporation by reference of our report dated August 5, 1996 (except
as to Note 14, as to which the date is August 21, 1996), relating to
the consolidated financial statements of Builders Warehouse
Association, Inc., and subsidiaries (contained in the Registration
Statement on Form S-4 for Osicom Technologies, Inc., dated September 6,
1996).
WEINBAUM & YALAMANCHI
Los Angeles, California
February 21, 1997
<PAGE>
Exhibit 23.2
ARTHUR ANDERSEN & CO.
Certified Public Accountants
25/F., Wing On Centre
111 Connaught Road Central
Hong Kong
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference of our report dated
July 12, 1996, relating to the financial statements of Uni Precision
Industrial Limited, appearing in Form 10-KSB for the year ended May 31,
1996, on the financial statements of Builders Warehouse Association,
Inc. (contained in the Registration Statement on Form S-4 for Osicom
Technologies, Inc. dated September 6, 1996) in the Registration
Statement on Form S-3 for Osicom Technologies, Inc. (which shall be
filed on or about February 21, 1997).
ARTHUR ANDERSEN & CO.
Independent Public Accountants
February 21, 1997
<PAGE>
Exhibit 23.3
Jay J. Shapiro, C.P.A.
A Professional Corporation
1650 Ventura Boulevard
Suite 650
Encino, California 91436
Tel: (818) 990-4878
Fax: (810) 990-4944
February 21, 1997
I consent to the incorporation by reference of my report dated
September 16, 1995, appearing in Form 10-KSB for the year ended May 31,
1996, on the financial statements of Builders Warehouse Association,
Inc. (contained in the Registration Statement on Form S-4 for Osicom
Technologies, Inc. dated September 6, 1996) in the Registration
Statement on Form S-3 for Osicom Technologies, Inc. (which shall be
filed on or about February 21, 1997).
/s/ JAY J. SHAPIRO
__________________________
Jay J. Shapiro, C.P.A.
a professional corporation
