<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1998.
Registration No. 333-51445
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 (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation
or organization)
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 LLP
Metro Corporate Campus I
Post Office Box 5600
Woodbridge, New Jersey 07095
(732) 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 delay or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. x
<PAGE>
CALCULATION OF REGISTRATION FEE
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<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 2,309,432 $ 4.125(1) $9,526,407 $2,810.29 *
Common Stock, par
value $.10 per share 37,500 $ 3.781(2) $ 141,788 41.83
</TABLE>
(1) Estimated pursuant to Rule 457 based upon the closing price of the Common
Stock on April 29, 1998 as reported on The Nasdaq Small Cap Market solely for
the purpose of computing the registration fee.
(2) Estimated pursuant to Rule 457 based upon the closing price of the
Common Stock on May 6, 1998 as reported on the Nasdaq Small Cap Market solely
for the purpose of computing the registration fee.
* Previously paid
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
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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 Selling Shareholders
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
</TABLE>
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 13, 1998
PROSPECTUS
2,346,932 SHARES
OSICOM TECHNOLOGIES, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 2,346,932 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 May 12, 1998 , the closing price for the Common Stock was $3.75
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
<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 document filed by the Company with the Commission pursuant to the
Exchange Act (File No. 0-15810) is hereby incorporated by reference in this
Prospectus, except as otherwise superseded or modified herein:
The Company's Annual Report on Form 10-KSB for the fiscal year ended
January 31, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering shall be deemed to be incorporated by reference into this Prospectus.
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 including any
beneficial owner, to whom this Prospectus is delivered, upon his written or
oral request, a copy of any or 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, Chief Executive Officer
(310) 581-4030
<PAGE>
THE COMPANY
The Company is a Santa Monica, California-based business which designs,
manufactures and markets integrated networking and bandwidth aggregation
products for enhancing the performance of data and telecommunications networks.
The Company's products are deployed to telephone companies, Internet Service
Providers and corporate/campus environments to provide transport within and
access to their networks. The Company, incorporated in 1981, operates in one
business segment, with primary facilities in Annapolis Junction, Maryland,
Waltham, Massachusetts, Naperville, Illinois, San Diego, California, and Hong
Kong. The Company's research and development activities are dedicated to
developing products in three main areas:
Dense Wave Division Multiplexing - The Company utilizes the unique
combination of its many years of research and development in photonic networking
and its parallel expertise in data communications to offer state-of-the-art
products which employ dense wavelength division multiplexing ("DWDM"). A DWDM
product, when connected to an optical fiber, increases that fiber's capacity to
transmit information and enhance the flexibility with which that transmission is
accomplished. The growth in utilization of the Internet and the rapid expansion
of private networks have placed the capacity and flexibility of the world's
already-laid fiber at a premium. To meet these increased demands, telephone
companies and other owners of existing fiber have turned to DWDM and other
technology solutions as an alternative to paying the very high cost of laying
new fiber. The Company's competitors in the DWDM arena have historically
designed their products for use in city-to-city or "long haul" applications,
operating under the apparent assumption that this would be the only, or only
significant market for DWDM products. By contrast, the Company has designed its
DWDM products specifically for intra-city networks, also known as "short-haul"
or "metropolitan" networks. This strategy reflects the Company's unique
expectation that the need for DWDM in the "metro" arena will be significant and
perhaps even greater than the need for DWDM in the "long haul" arena. The
Company's DWDM technology, for which it currently has five patents pending, is
designed specifically for the "metro" market. The Company's DWDM product is
GigaMuxTM, a 16 channel DWDM that features transparency across the entire range
of data transfer rates, from 51 Mbps to 2.5 Gbps. Even more versatile is the
Company's optical add/drop DWDM. A unique time division multiplexer ("TDM") and
a line of optical amplifiers round out the current product family.
Embedded Networking Solutions - The Company has significant experience
in the design and sale of chip-level products to address the networking
requirements of its customers. The growth in utilization of the Internet and
various private networks for business, institutional and other uses has created
an opportunity for the Company to exploit this expertise. A wide variety of new
devices, from printers to cameras to industrial controls and domestic appliances
may now be managed or controlled over the Internet (or other networks). The
manufacturers of these products must therefore design them to be network-ready
or face the loss of market share to competitors whose products are
network-ready. Manufacturers, however, generally lack the in-house expertise or
resources to offer affordable, state-of-the-art network connectivity. The
Company's newly-launched NET+ARMTM product solves this dilemma for
manufacturers. NET+ARMTM is a single chip that, when designed into the
manufacture of a product, makes it network-ready. This network-readiness
includes facilitating Internet/intranet connectivity, network administration via
a Web browser, and (for printers) embedded HTTP/HTML and e-mail printing.
Remote Access - A facet of growing Internet and other private network
utilization has been the growth in the need for network users to "dial in" to an
Internet Service Provider (ISP) in order to gain access to the Internet, or, for
example, corporate users to dial into their corporate network. These connections
are accepted by products generally know as "remote access" equipment. The
Company has based its product offerings in this area in response to a variety of
basic and perhaps under appreciated facts about the marketplace. For example,
every user dialing into an ISP or network rarely does so via an identical device
or connection. One user may wish to connect using an analog modem, which has one
data transfer rate, while another may wish to dial in across an ISDN line, which
has a different data transfer rate. The ISP or corporate network is therefore
faced with the costly (and space consuming) alternative of buying two separate
devices or turning down potential connections from one or the other user. The
Company's new remote access product, the IQX-200TM, accepts a variety of network
connections in a single device, and thus resolves this dilemma in a cost- and
space-effective manner. Another key dilemma facing ISPs and others offering
network connections has been the need to match their capacity for accepting
those connections with the current and future demand from users. The Company's
typical competitor offers a device with a fixed or inflexible capacity for
accepting concurrent connections. By contrast, the IQX-200TM is scalable from 8
to 168 connections. This scalability allows growing ISPs and networks to
economically match capacity to current demand, and then grow their capacity as
that demand builds over time. The Company believes that these and other features
of IQX-200TM make it an attractive remote access solution.
BUSINESS STRATEGY
Since 1993, the Company has been executing a three-phase strategic plan
for growth. Phase I of the Plan, completed in the fourth quarter of fiscal 1997,
called for the Company to acquire the assets it felt were necessary to compete
successfully in the networking arena.
Phase II of the Plan, which is expected to continue two to five years,
calls for the Company to leverage and exploit its technology, to expand its
development of new products, to further establish and leverage its strategic
partnerships, and to grow its customer base and sales channels. The goal of
these activities will be to further establish first-to-market footholds in
selected, emerging segments of the networking market. These market segments are
ones that are today characterized by relatively low levels of current
competition and relatively high potentials for profitability and growth.
The Company's strategic goal of being first-to-market in areas of high
potential growth has so far been advanced in Phase II with the introduction of
the new product families addressing the three market areas described above. The
Company believes that GigaMux(TM) is the first DWDM product available in the
market today which was designed specifically to enhance the information-carrying
capacity and flexibility of fiber networks managed by the Regional Bell
Operating Companies (RBOCs) and Competitive Local Exchange Carriers (CLEC's) in
their short-haul, metropolitan markets. The Company believes that its Net +
ARM(TM) products are the first products of their kind to offer Internet-enabled
solutions addressing those vertical product markets (e.g. network printing,
industrial control, etc.) where remote monitoring, memory and code density are
significant requirements. The Company believes that IQX-200(TM) is the first
cost-effective remote access solution whose flexibility and scalability were
designed specifically for the mid-level Internet Service Provider.
Also during Phase II, the Company forged a number of important
strategic relationships which the Company expects will enhance its ability to
compete in both the near-term and long-term. In the area of network
systems-on-silicon, the Company entered into a relationship with Advanced RISC
Machines to offer the ARM processor core. In this area, it also established
strategic relationships with Adobe, Xionics and Peerless, three leading
suppliers of printer controllers and imaging technology. These three firms
adopted the Company's networking technology, thereby enhancing the
attractiveness of the Company's Net+ARM product to their customers, the major
printer original equipment manufacturers ("OEMs"). The Company also positioned
itself to design and market wireless-enabled networking technologies in Asia,
via its agreement with Thailand-based Asia Broadcasting and Communications
Network ("ABCN"). The agreement calls for the Company to be the major provider
of a variety of networking equipment supporting ABCN's planned DBS,
satellite-based Digital TV and data transmission services.
In Phase III of its Plan, the Company expects to capitalize on these
and other milestones achieved in Phase II in order to compete more directly with
the largest industry players in what the Company expects will then be the
largest segments of the market. There are no assurances that these results will
be achieved.
MARKETS FOR THE COMPANY'S PRODUCTS
The Company's products address the growing needs for networked, high
bandwidth data and voice communications. The networking industry has experienced
dramatic growth since the early 1990's as corporations discovered increasing
value in connecting desktop devices through local area networks. The emergence
of the Internet and the cultural movement toward mobile and home computing in
the early to mid-1990's further accelerated this trend, pushing annual industry
growth rates above the 50% level. Today, two significant trends in the
networking market are driving demand and shaping the terms of competition among
suppliers:
Convergence - As data traffic has taken on a greater importance in the
overall telecommunications infrastructure, it is widely believed the
next significant growth driver in the networking industry will be the
integration of voice and data on a single network. This convergence -
of enterprise data networks (i.e. local area networks, "LANs", and wide
area networks, "WANs") and access networks (i.e., telecommunications
networks and cable TV) - is hastened by recent changes in
telecommunications regulation and the adoption of common standards.
Bandwidth - The increased power of conventional applications, the
proliferation of graphics intensive applications such as multimedia and
video conferencing, as well as the rise of the Internet/intranets, are
resulting in increased demand for solutions that enhance the speed,
capacity and efficiency of existing networks.
<PAGE>
The Company's products address both the demand for converged solutions
and the increased requirements for bandwidth in the traditional data networking,
fiber optic, and system-on-silicon embedded solutions markets:
Traditional Data Networking Markets
The market for traditional data networking equipment, consisting of LAN
Switch, ATM LAN Switch, ATM WAN Switch, Remote Access, Routers, Frame Relay,
Network Interface Cards and Shared Media Hubs, comprised an estimated $22.8
billion in revenues in 1997. While results varied by segment, unit/port
shipments climbed an average of 55% over 1996 levels.
Industry estimates indicate that networking sales may climb to over $36
billion in 2001, driven by the upgrading of corporate LAN/WAN networks, further
investments to extend the reach of corporate networks via remote access
solutions, and the continued build-out of Internet-enabled networking
capabilities including remote access, network routing and WAN access.
Fiber Optic Transmission
The market for fiber optic communications systems, comprised mainly of
SONET transport, digital cross-connect and optical digital loop carrier
equipment, is estimated at over $7 billion in annual worldwide sales. Since its
introduction in the 1970's, optical fiber communications technology has gained
widespread adoption among network operators. Transmission over optical fiber
offers key advantages over electrical signals on traditional copper cabling,
including: higher capacity; superior transmission distance; higher reliability;
and lower maintenance costs. Initially the cost to implement fiber optic
circuits and their associated opto-electronic equipment was high, but that cost
has dropped significantly in recent years, leading to a broadened adoption of
the technology throughout public switched telephone networks. Today, fiber
networks are installed across most interexchange networks, interoffice networks,
and metropolitan rings.
To keep up with ever increasing traffic levels, brought on by increased
Internet traffic, video conferencing, mass data transfers, telemedicine,
distance learning, and "plain old telephone service" ("POTS") usage, carriers
are now looking to increase existing network throughput without incurring the
expense of laying new fiber. To meet this need, new fiber optic markets are
emerging. One such market is the market for Wave Division Multiplexing, a
technique that allows network operators to make the most of their currently
installed fiber networks by combining multiple signals into separate wavelengths
on the same fiber. The market for WDM and higher capacity DWDM (dense wavelength
division multiplexing systems that transmit eight or more wavelengths) equipment
is estimated to grow from $1.6 billion in 1997 to $4.4 billion by 2001, driven
by continued competitive pressure on carriers to reduce their infrastructure
costs and improve network performance while supporting ever increasing traffic
levels.
The Company's DWDM products specifically address the requirements of
metropolitan and interoffice networks. To date, adoption of DWDM technology has
been most rapid amongst long-haul interexchange carriers, whose backbone
networks concentrate an immense amount of traffic for transport between major
metro areas and across the country. More recently, the market needs of local
exchange carriers, the growth of business campuses, and the desire for business
access rings have caused local carriers to test and install DWDM technology. As
with the long-haul network, both short-haul point-to-point links and
metropolitan fiber access rings today are primarily based on TDM SONET
technology at the OC-48 level and below. As more bandwidth accumulates in these
networks, carriers and network operators may look to DWDM to upgrade capacity
without moving to higher-line-rate SONET multiplexers. According to certain
scenarios, then, the market for short-haul DWDM equipment may surpass the
long-haul market.
Embedded Networking Solutions
The Company's NET+ARMTM products fall under the broad umbrella market
for system-on-silicon technology, including ASIC hardware/software solutions.
These solutions reduce system complexity by combining multiple hardware/software
functions onto one chip. ASICs continue to gain rapid acceptance by
manufacturers and designers of a wide variety of products and equipment, driven
primarily by the following factors:
<PAGE>
Time - by combining several functions onto the same chip, ASICs minimize
the processing delays inherent in sending electrical signals between chips.
Space - in consolidating functionality at one location, ASICs free up
valuable space on a sponsoring motherboard.
Efficiency - fewer components translate to lower power consumption. Cost -
lower production and operating costs result from all of the above.
<PAGE>
One recent industry study sized the market for custom logic products at
$19 billion in annual revenues and forecasts compound annual growth of 19%
through the year 2000. The Company's Embedded Solutions products fall within the
Standard Cell, or Cell Based Integrated Circuit segment of this market. Standard
Cell Solutions currently represent a $7 billion market and, according to that
recent industry study, may be expected to grow 28% annually through the year
2000.
As ASICs continue to gain acceptance, it is expected that the
technology will be applied in new vertical markets where the benefits of open
networking -- distributed access, scalability, low operating cost -- will become
increasingly important. Future demand for ASIC solutions is expected to be
particularly strong in the area of industrial measurement, control and sensing
devices. As monitoring functions are increasingly performed remotely, via
Internet/Ethernet network connections, ASICs are expected to emerge as
cost-effective and energy efficient means for delivering network/web
functionality within industrial devices. Indicative of this trend, an industry
leader, Hewlett-Packard, recently integrated Ethernet-based management
capabilities into a third party's industrial sensor product family.
The Company's Technology Approach
The Company believes that, as network operator needs become more
sophisticated, opportunities may be available for those who are able to provide
flexible, comprehensive networking solutions at attractive entry price points.
The Company seeks to offer products that address four significant requirements
within carrier and enterprise networks:
<PAGE>
Bandwidth - provisioning scaleable bandwidth within local and distributed
environments remains the number one network challenge. New applications and
climbing usage rates suggest bandwidth demands will continue to plague operators
in the future. The Company's aggregation and transmission products support
bandwidth solutions across T-1 through OC-48 environments.
Integration - increasingly, carriers and large enterprise customers seek
converged, single product solutions capable of addressing their full range of
voice, data and video communications requirements. Point solutions from legacy
providers may therefore no longer be sufficient. The Company's converged
solutions, with multiple application profiles co-resident within the same rack,
offer space and ease-of-use advantages and support cost effective migration as
needs evolve.
Intelligent Management - bandwidth alone does not reduce network complexity
or increase reliability. Today's managers want a complete view of how traffic
flows within their networks. The Company offers policy-based management models,
creating intelligent networks that can guarantee service quality and bandwidth
levels, allocate costs appropriately, and can filter, correlate and prioritize
network events.
Reduced Total Cost of Ownership - operating costs have increased as
networks have grown and technologies have become more complex. Cost sensitivity
is inversely proportional to size, with smaller network operators frequently
overburdened by heavy up-front investments, follow-on maintenance requirements,
and integration costs. The Company's products are designed to feature attractive
entry price points and end-to-end product designs that meaningfully reduce total
cost of ownership.
Historically, the Company's products have fallen within traditional,
distinct market segments including diversified LAN / WAN networking equipment,
broadband cable and fiber optic equipment, and network print servers. Recent
product introductions will meaningfully change the Company's revenue mix in
fiscal year 1999 and beyond and diversify the Company's customer base to
include--or include to a greater extent than in years past--competitive local
exchange carriers, local exchange carriers, competitive access providers,
inter-exchange carriers, corporate and college campuses, ISPs and remotely
located businesses.
When used anywhere in this Form S-3, in future filings by the Company with
the Securities and Exchange Commission, in the Company's press releases and in
oral statements made with the approval of an authorized executive officer of the
Company, the words or phrases, "will likely result," "will continue," "are
expected to," "is anticipated," "estimated," "project," or "outlook" or similar
expressions made by a third party with respect to the Company) are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
include the Company's plans to introduce DWDM, network management, all optical
networking equipment, Gigabit Ethernet, scaleable remote access servers 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, establish strategic relationships 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
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 services and technologies and growth in the
domestic and international market for network access solutions.
The Company wishes to caution readers not to place undue reliance on any
such forward- looking statements, which speak only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. These risks and uncertainties are described in the
following section. The Company specifically declines any obligation to publicly
release the result of any revisions which may be made to any forward-looking
statements to reflect anticipated or unanticipated events or circumstances
occurring after the date of such statements, or to update the reasons why actual
results could differ from those projected in the forward-looking statements.
RISK FACTORS
Prospective investors should carefully consider the following risk
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 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
intensively 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 OEMs, product manufacturers of internet access and remote
access equipment, and manufacturers of WAN servers and client access and
transmission products. In the internet access and LAN access equipment market,
the Company competes primarily with Cisco, 3Com, Ascend Communications,
Cabletron, Bay Networks, Lucent, Cienna, Northern Telecom, Pirelli, NEC,
Allatel, Siemens, IBM, Motorola, Intel 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 larger customer based 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 from 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 condition.
New Product Development and Rapid Technological Change; Dependence on LAN and
WAN Technologies
The telecommunications and data networks industry is characterized by
rapidly changing technologies, evolving industry standards, frequent new product
introductions, short product life cycles and rapidly changing customer
requirements. 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, to introduce new products to meet changing customer
requirements and emerging technologies, and to demonstrate performance and cost
advantages of cost-effectiveness of its products over competing products. As
other technologies such as DWDM, Sonet, Gigabit Ethernet, Fiber Channel, Frame
Relay, Asynchronous Transfer Mode ("ATM"), Asymmetric Digital Subscriber Line
("ASDL") and communication over copper, fiber, wireless networks or all optical
networks ("AON"), are developed and gain market acceptance, the Company will be
required to enhance its connectivity products, 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 material difference 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, or if the
Company's introduction of transmission and system-on-silicon products is
unsuccessful, 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 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 manner 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 product 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. While the Company has not experienced any material errors in the past,
the occurrence of such errors in the future could, and the inability to correct
such errors would, result in the loss of market share, the delay or loss of
market acceptance of the Company's products, material warranty expense,
diversion of engineering and other resources from the Company's product
development efforts, the loss of credibility with the Company's customers or
product recall. Any of such occurrences 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, lasers,
optical filters and other components. 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 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 propriety
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 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. While the Company
has filed various patent applications and will file additional applications in
the future, such 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 significant degree upon
the continuing contributions of its key 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 is
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
condition.
Compliance and Regulations and Evolving Industry Standards
The market 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 Underwriters
Laboratories and Bell Communications Research for some public carrier services.
Some of the Company's products do not comply with current industry standards,
and this noncompliance must be addressed in the design of those products.
Standards for new services and network management are still evolving. The
Company is a member of several standards committees in order that the Company
may 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 products 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 the 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.
Potential Fluctuations in Operating Results
The Company's revenue and operating results could fluctuate
substantially from quarter to quarter and from year to year. This could result
from any one or a combination of factors such as the cancellation or
postponement of orders, the timing and amount of significant orders from the
Company's largest customers, and the Company's success in developing,
introducing and shipping product enhancements and new products, the product mix
sold by the Company, new product introductions by competitors, pricing actions
by the Company or its competitors, the timing of delivery and availability of
components from suppliers, changes in material costs and general economic
conditions.
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 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 repaid deployment of anticipated major projects 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 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 vendors of components, 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 significant growth through acquisitions as
well as internal growth. This growth has placed a significant strain on the
Company's financial and management personnel and information systems and
controls, and the Company must implement new and enhance existing financial and
management information systems and controls and must add and train personnel to
operate such systems effectively. The Company's intention to continue to pursue
its growth strategy through efforts to increase sales of existing products and
new products can be expected to place event greater pressure on the Company's
existing personnel and compound the need for increased personnel, expanded
information systems, and additional financial and administrative control
procedures. There can be no assurance that the Company will be able to
successfully manage expanding operations.
The future near-term success of the Company will depend upon achieving
harmonious relations among key employees, continuing to combine 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.
Recent Acquisitions and Potential Future Acquisitions
As described more fully in Note A to the Consolidated Financial
Statements contained in the Company's annual report on Form 10-KSB for the year
ended January 31, 1998 the Company has made several major acquisitions during
the two years ended January 31, 1997. The Company has incurred significant
charges for purchased technologies, restructuring, and valuation allowances in
connection with the assets acquired in these acquisitions. There can be no
assurance that any future acquisitions will not result in similar charges.
The Company's strategy is to review acquisition prospects that would
complement the Company's existing products, augment its market coverage and
distribution ability or enhance its technological capabilities. While the
Company has no current agreements or negotiations underway with respect to any
new acquisitions, the Company may acquire additional businesses, products or
technologies in the future. Future acquisitions by the Company could result in
charges similar to those incurred in connection with prior acquisitions,
issuance of potentially dilutive equity securities, the incurrence of debt and
contingent liabilities and amortization expenses related to goodwill and other
intangible assets, any of which could materially and adversely affect the
Company's business, results of operations, financial condition, and the price of
the Company's common stock. Acquisitions entail numerous risks, including the
assimilation of the acquired operations, technologies and products, diversion of
management's attention to other business concerns, risks of entering markets in
which the Company has no or limited prior experience and potential loss of key
employees of acquired organizations. There can be no assurance as to the ability
of the Company to successfully integrate the products, technologies or personnel
of any business that may be acquired in the future, and the failure of the
Company to do so could have a material and adverse effect on the Company's
business, financial condition and results of operations.
Shares Eligible for Future Sale
No prediction can be made as to the effect, if any, that future sales
of common stock by the Company, 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
and reported earnings per share.
<PAGE>
THE OFFERING
Shares of Common Stock offered.
2,346,932 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
<PAGE>
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 (i) Distributed Systems International pursuant to a Share
Purchase Agreement by and between the Company and Distributed Systems
International, dated October 23, 1996 (ii) former shareholders of UniPrecision
Industrial, Ltd. pursuant to a Stock Purchase Agreement between Builder's
Warehouse Association, Inc. (a predecessor to the Company) and UniPrecision
Industrial, Ltd. dated March 1, 1996, (iii) various shareholders with respect to
purchases of shares in private placements; and (iv) certain key employees in
connection with an Acquisition Agreement with Rockwell Network Systems, Inc. by
the Company dated January 31, 1996. Except for those Selling Shareholders
indicated by an asterisk (*), each of whom is a current or former employee of
the Company or one of its subsidiaries, none of the Selling Shareholders holds
more than one (1%) percent or more of the Company's common stock or the Selling
Shareholders has ever held any position or office with the Company.
The Shares held by such Selling Shareholders are being registered due to
various contractual arrangements between the Company and such holders; however,
the Company has been advised by such Selling Shareholders that they do not
intend to sell such Shares at the present time, rather than at unspecified times
in the future on a delayed or continuous basis depending upon, among other
things, favorable market conditions.
The following table sets forth certain information with respect to the
beneficial ownership of the Shares by the Selling Shareholders.
<PAGE>
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
Bruce Wong 46,764 32,037 14,727
James M. Wood III 22,883 22,883 -0-
Mark D. Lanoux 32,289 22,120 10,169
Jerry & Joan Mackey 13,311 9,153 4,158
Jayant Kadambi 3,340 2,288 1,052
Frank Matthews 2,288 2,288 -0-
Orez, Ltd. 65,447 13,272 52,175
Wadhurst Investments, Inc. 100,000 100,000 -0-
Queensville Investment
Holding, Ltd. 109,348 109,348 -0-
Merchant Investments
Management, Ltd. 85,106 85,106 -0-
Anne Keay Wallace 4,882 4,300 582
The Atlantis Group, Inc. 106,057 106,057 -0-
LaRocque Trading Group, LLC 782,888 782,888 -0-
Alex Pui 124,547 124,547 -0-
Joel Steven Wall * 2,000 2,000 -0-
Paul Davis * 5,760 5,760 -0-
Robert Guilfoyle * 4,428 4,428 -0-
Robert Miller * 6,600 6,600 -0-
Timothy Hayes * 2,000 2,000 -0-
Corey Anderson * 6,986 6,986 -0-
John Bennett * 7,740 7,740 -0-
Lars Poulsen * 11,575 6,000 5,575
Michael Cawley * 3,800 3,800 -0-
Michael McCammon * 2,000 2,000 -0-
Franko Tse 35,472 35,472 -0-
Edward Lam 54,947 54,947 -0-
Simon Leung 15,735 15,735 -0-
William Yung 4,677 4,677 -0-
Pyramid Trading
Limited Partnership 735,000(1) 735,000(1) -0-
Volpe, Brown, Whelan 37,500 37,500 -0-
& Company, LLC
(1) Includes estimated number of shares issuable pursuant to
contractual reset provisions relating to shares held by Pyramid
Trading Limited Partnership assuming a market price of $3.40.
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 Selling Shareholders may enter into hedging transactions with
broker-dealers or other financial institutions with respect to the Shares. In
connection with such transactions, such broker-dealers or other financial
institutions may engage in short sales of common stock of the Company in the
course of hedging the positions they assume with the Selling Shareholders. Such
hedging transactions may require or permit the Selling Shareholders to deliver
Shares to such broker-dealers or other financial institutions to settle such
hedging transactions. The Selling Shareholders may also sell common stock short
and deliver Shares to close out such short positions. If so required by
applicable law, this Prospectus, as amended or supplemented may be used to
effect (i) the short sales of common stock referred to above, (ii) the sale or
other disposition by the broker-dealers or other financial institutions of any
Shares they receive pursuant to hedging transactions referred to above, or (iii)
the delivery by the Selling Shareholders of Shares to close our short positions.
The Selling Shareholders may also pledge the Shares registered hereunder to
broker-dealer or other financial institution and, upon a default, such
broker-dealer or other financial institution may effect sales of the pledged
Shares pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). In addition, any Shares covered by this Prospectus that qualifies
for sale pursuant to Rule 144 may be sold under Rule 144 under the Securities
Act rather than pursuant to the Prospectus.
The Shares may also 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 transaction; (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 LLP, 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, 1998, have been so incorporated in reliance on the reports of BDO
Seidman LLP independent certified public 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 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 not qualified to do so, or to any 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.
OSICOM TECHNOLOGIES, INC.
2,346,932 Shares of Common Stock
PROSPECTUS PAGE
Available Information 2
Incorporation of
Certain Information
by Reference 2
Prospectus Summary 4
Risk Factors 10
The Offering 17
Use of Proceeds 17
Selling Shareholders 17
Plan of Distribution 18
Indemnification 19
Legal Matters 20
Experts 20
, 1998
<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:
<TABLE>
<CAPTION>
<S> <C>
Item Amount
Securities and Exchange Commission Registration Fee $ 292,852.12
Printing and Engraving Expenses 1,000.00
Accountants' Fees and Expenses 2,000.00
Legal Fees and Expenses 5,000.00
NASDAQ Listing Fees 15,000.00
Miscellaneous 1,147.88
----------
Total $ 27,000.00
</TABLE>
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 (E).
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
(E).
3.5 Series C Preferred Stock Certificate of Designation
(E).
3.6 Series D Preferred Stock Certificate of Designation
(I).
3.7 Series E Preferred Stock Certificate of Designation
(I).
3.8 Series B Preferred Stock Certificate of Designation
(I).
3.9 Certificate of Amendment to the Certificate of
Incorporation dated January 16, 1998 (K)
3.10 Amendment to the By-Laws dated January 30, 1998 (K)
4.1 Stock Option Agreement by and between the Registrant
and United Jersey Bank dated as of February 28, 1991
(B)
4.2 Incentive Stock Option Plan, as amended (L)
4.3 1988 Stock Option Plan (M)
4.4 1997 Incentive and Non-Qualified Stock Option Plan
(N)
4.5 1997 Directors Stock Option Plan (N)
*5. Opinion of Greenbaum, Rowe, Smith, Ravin, Davis &
Himmel LLP - Page 30.
10.1 Line of Credit Agreement with Coast Business Credit
dated May 28, 1995 and Modification dated January
1996 (D).
10.2 Acquisition Agreement of Dynair Electronics, Inc.
dated June 8, 1995 (D).
10.3 Acquisition Agreement of Rockwell Network Systems,
Inc. dated January 31, 1996 (D).
10.4 Acquisition Agreement of Cray Communications, Inc.-
US (F).
10.5 Acquisition Agreement of Digital Products, Inc. (G).
10.6 Share Purchase Agreement of Asia Broadcasting and
Communications Network, Ltd. dated as of March 20,
1997 (J).
10.7 Cooperation and Supply Agreement with Asia
Broadcasting and Communications Network, Ltd. dated
as of March 20, 1997 (J).
21 Subsidiaries of the Registrant (K).
*23.1 Consent of BDO Seidman LLP - Page 29.
*23.2 Consent of Arthur Andersen & Co., L.L.P.- Page 30
*23.3 Consent of Greenbaum, Rowe, Smith, Ravin, Davis &
Himmel LLP (included in opinion filed as Exhibit 5).
___________________
* Previously filed.
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
10-KSB for year ended January 31, 1996 (E) Form S-4 dated September 6, 1996
(F) Form 8-K dated September 23, 1996 (G) Form 8-K dated September 12, 1996
(H) Form S-3 dated February 25, 1997 (I) Form 10-KSB for year ended January
31, 1997 (J) Form 8-K dated April 10, 1997 (K) Form 10-KSB for year ended
January 31, 1998 (L) Proxy Statement dated August 18, 1989 (M) Proxy
Statement dated May 13, 1988 (N) Proxy Statement dated November 21, 1997
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
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 13th
day of May, 1998.
OSICOM TECHNOLOGIES, INC.
By:/s/ Par Chadha
------------------------
Par Chadha,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to this Registration Statement has been signed by the following
persons in the capacities and on the date indicated:
Signature Title Date
/s/ Par Chadha Chief Executive May 13, 1998
- ---------------------
PAR CHADHA Officer, Director
/s/ Humbert Powell Director May 13, 1998
HUMBERT POWELL
/s/ Xin Cheng, Ph.D. Director May 13, 1998
- ---------------------
XIN CHENG, Ph.D
/s/ Leonard Hecht
- --------------------- Director May 13, 1998
LEONARD HECHT
/s/ Renn Zaphiropoulos
- ---------------------- Director May 13, 1998
RENN ZAPHIROPOULOS
