SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 1998
OSICOM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in charter)
Commission File number: 0-15810
New Jersey 22-2367234
(State or other jurisdiction
of incorporation or organization (IRS Employer Identification Number)
2800 28th Street, Suite 100
Santa Monica, California 90405
(Address of principal executive offices) (Zip Code)
(310) 581-4030
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The Company's Board of Directors has authorized management to explore the
following strategic opportunities:
1. After NETsilicon, Inc. ("NSI") becomes a public entity, the Company
intends to distribute the shares of NSI held by the Company to its shareholders,
with such distribution subject to various restrictions placed upon it by the
underwriters.
2. Sale of the Far East operations; the Company is currently in discussions
with potential buyers.
3. Available funds received by the Company as a result of the application
of proceeds from the NSI offering, the sale of the Far East operations, and the
Company's operations, if any, in excess of its working capital needs will be
used to reduce the number of shares outstanding.
4. The Transmission and Network Access operations of the Company will be
made autonomous, with separate management and Board of Directors, in
anticipation of an Initial Public Offering of these operations.
5. Distribution to the shareholders of the Company of shares in the
Transmission and Network Access operations after the completion of an IPO,
subject to various restrictions placed by the underwriters of the Initial Public
Offering.
There can be no assurances that any of these events will occur and the
Board of Directors reserves the right to modify this strategy in light of market
conditions and other factors.
Management Changes:
James L. Chitkowski was appointed to the newly created position of Vice
President of Sales and Marketing focusing on the Company's Transmission
products.
John H. Gorman, Chief Financial Officer of the Company, has resigned
effective September 30, 1998 in order to pursue other interests.
Except for the historic information contained herein, the matters discussed
in this Form 8-K are forward-looking statements that involve risks and
uncertainties. The forward-looking statements in this release are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The occurrence of actual events may differ materially due to a variety of
factors, including without limitation the Company's ability to develop, produce,
and market products that incorporate new technology on a timely basis, that are
priced competitively and achieve significant market acceptance; higher expenses
associated with the development and marketing of new products; changes in
product mix; risks of dependence on third-party component suppliers; inventory
risks due to shifts in market demand; the presence of competitors with broader
product lines and greater financial resources; intellectual property rights and
litigation; needs for liquidity; and the other risks detailed from time to time
in the Company's reports filed with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OSICOM TECHNOLOGIES, INC.
(registrant)
DATE: September 30, 1998 By: /s/Christopher E. Sue
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Christopher E. Sue
Vice-President Finance
