[OSICOM TECHNOLOGIES, INC. LETTERHEAD]
May 29, 1998
Dear Shareholders:
We cordially invite you to attend the Meeting of the Shareholders of Osicom
Technologies, Inc. (the "Company") to be held at 10:00 a.m. on Monday, June 29,
1998, at the Miramar Sheraton, 101 Wilshire Boulevard, Santa Monica, California.
The purposes of this meeting are to elect a Board of five (5) directors and
ratify the appointment of auditors. These matters are described in the
accompanying Notice of Meeting and Proxy Statement.
The Board of Directors recommends that Shareholders vote in favor of each
proposal. We encourage all Shareholders to participate by voting their shares by
Proxy whether or not they plan to attend the meeting. Please sign, date and mail
the enclosed Proxy as soon as possible. If you do attend the Annual Meeting, you
may still vote in person.
Sincerely,
Par Chadha
Chairman and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on June 29, 1998
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Osicom Technologies, Inc. (the "Company") will be held at the
Miramar Sheraton, 101 Wilshire Boulevard, Santa Monica, California on June 29,
1998 at 10:00 a.m. Pacific Time, for the following purposes:
1. To elect a Board of Directors of five (5) persons to serve until the
1999 Annual Meeting of Shareholders or until a successor is duly elected and
qualified.
2. To approve the appointment of BDO Seidman, LLP as the Company's
independent auditors.
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Only shareholders of record at the close of business on May 22, 1998 will
be entitled to notice of and to vote at the Meeting.
Whether or not you intend to attend the Meeting, please complete, date and
sign the enclosed Proxy. Your Proxy will be revokable, either in writing or by
voting in person at the Meeting, at any time prior to its exercise.
By Order of the Board of Directors
------------------------------------
JOHN H. GORMAN, Secretary
Santa Monica, California
May 29, 1998
<PAGE>
OSICOM TECHNOLOGIES, INC.
2800 28th Avenue
Santa Monica, California 90405
PROXY STATEMENT
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Shareholders and a form of Proxy for such meeting solicited by the Board of
Directors. The Board of Directors has fixed the close of business on May 22,
1998, as the record date for the determination of shareholders who are entitled
to notice of and to vote at the meeting or any adjournment thereof. The holders
of one-third of the outstanding shares of Common Stock present in person, or
represented by Proxy, shall constitute a quorum at the meeting.
As of the record date, the Company had 21,452,388 outstanding shares of
common stock, $.10 par value (the "Common Stock"), the holders of which are
entitled to one vote per share.
A Proxy that is properly submitted to the Company may be revoked at any
time before it is exercised by written notice to the Secretary of the Company,
and any Shareholder attending the meeting may vote in person and by doing so
revokes any Proxy previously submitted by him. Where a Shareholder has specified
a choice on his Proxy with respect to Proposals 1 and 2, it will be complied
with. If no direction is given, all the shares represented by the Proxy will be
voted in favor of such Proposals.
The cost of soliciting Proxies will be paid by the Company, which will
reimburse brokerage firms, custodians, nominees and fiduciaries for their
expenses in forwarding proxy material to the beneficial owners of the Company's
stock. Officers and regular employees of the Company may solicit Proxies
personally and by telephone. The Annual Report on Form 10-KSB of the Company for
the fiscal year ended January 31, 1998, containing audited financial statements
for such year, is enclosed with this Proxy Statement. This Proxy Statement and
the enclosed Proxy are being sent to the shareholders of the Company on or about
May 29, 1998.
IN ORDER THAT YOUR SHARES MAY BE REPRESENTED AT THIS MEETING, YOU ARE REQUESTED
TO PLEASE SIGN, DATE AND MAIL THE PROXY PROMPTLY.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
According to the Company's By-Laws, the Board of Directors is composed of
five (5) members. At each Annual Meeting, all directors will be elected to serve
for one year expiring on the date of the Annual Meeting of Shareholders the
following year. Each director elected will continue in office until a successor
has been elected or until resignation or removal in the manner provided by the
Company's By-Laws. The names of the nominees for the Board of Directors are
listed below. Shares represented by a properly executed proxy in the
accompanying form will be voted for such nominees. However, discretionary
authority is reserved to vote such shares in the best judgment of the persons
named in the event that any person or persons other than the nominees listed
below are to be voted on at the meeting due to the unavailability of any nominee
so listed.
All persons named below are directors of the Company at the present time.
There are no family relationships between any nominee, director or executive
officer of the Company.
NOMINEES FOR ONE YEAR TERMS
Par Chadha, 43, has been Chief Executive Officer of the Company since
November 1996. Mr. Chadha founded the Company in 1981 and has been a director
for the Company since that time. He served as President and Chief Executive
Officer of the Company from July 1981, through May 1993, and as Chairman from
July 1981 through June 1996. Mr. Chadha was a director and Chairman of Builders'
Warehouse Association, Inc. from March 1995 through September 1996. Mr. Chadha
was a director of Saratoga Brands, Inc. from January 1995 through July 1995, and
a director and Chairman of Phoenix Laser Systems, Inc. from September, 1993
through November, 1993. He has been Chairman, President and Chief Executive
Officer of Oxford Acquisitions Group, Inc. since February 1994. Mr. Chadha is
also a director of Rand Research Corporation, RII Partners, Inc., and RT
Investments, Inc., which are privately held companies.
<PAGE>
Leonard N. Hecht, 61, has been a director of the Company since June 1996.
Since 1994, he has been President of Chrysalis Capital Group, an investment
banking company specializing in mergers, acquisitions and financing which he
founded. From 1987 to 1993, Mr. Hecht was Managing Director of the Investment
Banking Group and head of the Technology Assessment Group of Houlihan Lokey
Howard & Zukin, a financial advisory firm. From 1984 to 1987, Mr. Hecht was the
Vice Chairman of the Board and Chief Executive Officer of Quantech Electronics
Corp., a diversified publicly-held electronics company. Prior to joining
Quantech, Mr. Hecht was a founding principal of Xerox Development Corporation, a
wholly-owned subsidiary of the Xerox Corporation. Xerox Development Corporation
was active in strategic planning, mergers and acquisition, divestitures,
licensing, joint ventures and venture investing for the Xerox Corporation.
Humbert B. Powell III, 59, became a director of the Company on June 30,
1997. Mr. Powell is a Managing Director of Sanders Morris Mundy, a financial
services and investment banking firm based in Houston, Texas. Mr. Powell was
Vice Chairman and Director of Marleau, Lemire, Securities Inc. and Chairman of
Marleau, Lemire USA. Mr. Powell served as a Senior Managing Director in the
Corporate Finance Department of Bear Stearns & Co. from 1988 through February
1995, with responsibilities for both domestic and international investment
banking efforts. Prior to his employment with Bear Stearns in 1994, Mr. Powell
served as a Senior Vice President and Director of E.F. Hutton & Co., where he
served 18 years in various capacities. Mr. Powell also currently serves on the
Boards of Directors of Bikers Dream Inc., Tatham Offshore Corp., Salem-Teikyo
University, and PCS World.
Xin Cheng, Ph.D., 42, has been a President and director of the Company
since September 1995, and was Secretary from June 1993 to February 1997. Dr.
Cheng holds a Ph.D. in electrical engineering from the University of California,
Irvine. From 1988 to 1990, Dr. Cheng served as Senior Staff Scientist, and from
1990 to 1993 as Director of Advanced Technology for the Company. Dr. Cheng is
responsible particularly for business and technology development of the
Company's photonic transmission products.
<PAGE>
Renn Zaphiropoulos, 72, became a director of the Company on March 25, 1998.
Mr. Zaphiropoulos also serves as a director of Optical Coating Laboratories,
Inc. and a director and consultant to a number of private, development stage
high-tech firms. Mr. Zaphiropoulos is presently an Adjunct Professor of Business
at Southern Utah University and is a frequent lecturer on a variety of
management subjects at the University of California at Santa Clara, Harvard
Business School, Columbia University and Stanford University. Mr. Zaphiropoulos
is a pioneer in the development of the electrostatic writing techniques for the
production of hard copy. In 1969 he co-founded Veratec which was merged into
Xerox Corporation in December 1975.
INFORMATION CONCERNING BOARD
The Board of Directors met 9 times in fiscal 1998. No director attended
fewer than 75% of the meetings of the Board of Directors. In addition, the Board
acted by unanimous consent 9 times during fiscal 1998.
The Board of Directors has an Audit Committee and a Compensation Committee.
The Audit Committee is responsible for reviewing the Company's audited financial
statements, meeting with the Company's independent accountants to review the
Company's internal controls and financial management practices and examining all
agreements or other transactions between the Company and its directors and
officers (other than those compensation functions assigned to the Compensation
Committee) to determine whether such agreements or transactions are fair to the
Company's shareholders. Messrs. Hecht and Powell currently serve on the Audit
Committee.
The Compensation Committee is responsible for reviewing the compensation
and benefits of the Company's executive officers, making recommendations to the
Board of Directors concerning compensation and benefits for such executive
officers, reviewing overall company-wide compensation plans and administering
the Company's stock option plans. Messrs. Hecht, Powell and Chadha currently
serve on the Compensation Committee.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 30, 1998,
regarding the ownership of the Common Stock by (i) each Director of the Company;
(ii) each of the executive officers named in the Summary Compensation Table,
above; (iii) each person known to the Company to beneficially own 5% or more of
Common Stock; and (iv) all Directors and executive officers of the Company as a
group. Except as indicated, all persons named as beneficial owners of Common
Stock have sole voting and investment power with respect to the shares indicated
as beneficially owned by them. All persons named have an address at c/o 2800
28th Street, Suite 100, Santa Monica, CA 90405.
<PAGE>
Name of Beneficial Owner (A) Common Stock
=================================
Number of Shares Percentage of
Outstanding
(I)
================ ==============
Par Chadha 1,180,119 (B) *
Leonard Hecht 164,992 (C) *
Humbert B. Powell III. 195,097 (D) *
Renn Zaphiropoulos 11,667 (E) *
Xin Cheng 163,648 (F) *
PG Narayanan 33,819 *
Arthur Trakas 34,400 (G) *
Kelvin Y.O. Li 105,214 (H) *
Ronald Mackey 47,877 *
John H. Gorman - -
All Directors and executive officers as a
group 1,957,167 8.7%
* Less than 1%
A) All information with respect to beneficial ownership of the shares is
based upon filings made by the respective beneficial owners with the Securities
and Exchange Commission or information provided by such beneficial owners to the
Company.
B) Includes shares and options held in the name of R II Partners, Inc., RT
Investments, Inc., and Rand Research Corporation. Mr. Chadha owns, directly and
indirectly, 100% of the outstanding capital stock of R II Partners, Inc., and RT
Investments, Inc. Mr. Chadha holds exercisable options to acquire 552,500 shares
of common stock at prices ranging from $1.50 to $7.92 per share (market price on
the date granted).
<PAGE>
Mr. Chadha disclaims beneficial ownership of shares held by his wife,
Sharon Chadha.
C. Includes shares and options held in the name of Chrysalis Capital Group.
Mr. Hecht owns, directly and indirectly, 100% of the outstanding capital stock
of Chrysalis Capital Group. Mr. Hecht holds exercisable options to acquire
95,000 shares of common stock at prices ranging from $1.00 to $9.49 per share
(market price on the date granted).
D. Includes shares, options and warrants held in the name of HMS Advisors,
LLC. Mr. Powell owns, directly and indirectly, 50% of the outstanding capital
stock of HMS Advisors, LLC. Mr Powell holds exercisable options to acquire
50,000 shares of common stock at prices ranging from $4.50 to $8.13 (market
price on the date granted).
E. Includes exercisable options held by Mr. Zaphiropoulos to acquire 11,667
shares of common stock at a price of $3.50 (market price on the date granted).
F. Includes exercisable options held by Mr. Cheng to acquire 161,448 shares
of common stock at prices ranging from $1.00 to $7.92 per share (market price on
the date granted).
G. Includes exercisable options held by Mr. Trakas to acquire 20,000 shares
of common stock at a price of $3.50 per share (market price on the date
granted).
H. Includes exercisable options held by Mr. Li to acquire 105,214 shares of
common stock at prices ranging from $2.35 to $5.32 per share (market price on
the date granted).
I. For each beneficial owner, the "Percentage of Outstanding" equals each
owner's actual holdings of shares plus shares represented by unexercised options
and warrants held, divided by total shares outstanding of the Company at April
30, 1998, of 21,452,388, plus the above-referenced unexercised options and
warrants of the referenced holder only. In other words, individual percentages
of the listed holders will not add to the group total because the calculations
are made separately for each holder.
CERTAIN TRANSACTIONS
During May 1997, 279,207 warrants exercisable at $5.638 held by R II
Partners, Inc. and 279,207 warrants exercisable at $5.638 held by Brite Lite
Industries, Inc. were exercised in cashless transactions. Of the $1,877,000
liability representing the difference between the closing price of the Company's
common shares at exercise and the exercise price of $1,567,000 was paid in cash
with the remaining $310,000 balance applied to amounts due the Company under
indemnification agreements. Par Chadha, Chairman and Chief Executive Officer,
owns directly and indirectly 100% of the outstanding capital stock of R II
Partners, Inc. Barry Witz, a former director of the Company, owns directly and
indirectly 100% of the outstanding capital stock of Brite Lite Industries, Inc.
During fiscal 1998, the Company made 8% demand loans totaling $165,000 to
Chrysalis Capital Group; the loans are collateralized by 61,224 shares of the
Company's common stock. Accrued and unpaid interest at January 31, 1998 totaled
$9,300. Leonard Hecht, Director, owns directly and indirectly 100% of the
outstanding capital stock of Chrysalis Capital Group.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes all compensation awarded to, earned by, or
paid to (i) all individuals who served or functioned as the Company's Chief
Executive Officer ("CEO") during the fiscal year ended January 31, 1998 and (ii)
the Company's four most highly compensated executive officers who were serving
at the end of the fiscal year ended January 31, 1998 whose annual salary and
bonus exceeded $100,000 (all of the foregoing individuals being hereinafter
referred to collectively as the "Named Executive Officers"), for services
rendered in all capacities to the Company and its subsidiaries for the Company's
last fiscal year, ended January 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
All Other
Name and Principal Year Annual Compensation Long-Term Compensation Compensation
Position ($)
----------- ----------- ---------- ------------ ------------ ------------ ------------
Salary ($) Bonus ($) Other Restricted Securities Long-Term
Annual Stock Under-Lying Incentive
Compen- Award(s) Options Plan
sation Payouts
($) ($) (#)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Par Chadha, Chairman, 1998 60,000 0 0 0 50,000 0 0
Chief Executive Officer 1997 0 0 0 0 50,000 0 0
1996 0 0 0 0 402,500 0 0
PG Narayanan, Executive
VP Operations 1998 149,150 0 0 0 0 0 0
Arthur Trakas,
Executive VP Worldwide 1998 154,146 0 0 0 0 0 0
Sales
Kelvin Y.O.Li, President
Far East Division 1998 142,338 0 0 0 50,000 0 0
</TABLE>
<PAGE>
Long-Term Incentive Plans
The Company has no long-terms incentive plans other than the 1988 and 1997
Stock Option Plans and the 1997 Directors Stock Option Plan.
Option Grants - Year Ended January 31, 1998
The following table summarizes all grants of stock options made during the
year ended January 31, 1998 to each of the Named Executive Officers.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
=========================================================================================
Name Number of % of Total Exercise Market Expiration Potential Realizable Value at
Securities Options or Base Price on Date Assumed Rates of Stock Price
Underlying Granted to Price Date Appreciation for Option Term (B)
Options Employees ($/Sh) (B) Granted
Granted (#) in Fiscal ($/Sh) (B)
Year
----------- ----------- ============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0% ($) 5% ($) 10% ($)
Par Chadha 50,000 4.41% $4.50 $4.00 26-Sep-2006 141,501 358,592
0
PG Narayanan 0
Arthur Trakas 0
Kelvin Y.O.Li (A) 50,000 4.41% $2.35 $2.13 22-Dec 2007 0 73,895 187,265
</TABLE>
(A) The exercisability of 40,000 of these options are subject to
performance based conditions.
(B) The value indicated is a net amount, since the aggregate exercise price
has been deducted from the final appreciated value. 5% and 10% appreciation
would result in per share prices of approximately $ 7.33 and $11.67,
respectively, as of February 1, 2006 and $3.83 and $6.10, respectively as of
December 22, 2007.
<PAGE>
Aggregated Option Exercises during the Year Ended January 31, 1998 and January
31, 1998 Option Values
The following table sets forth information concerning each exercise of
stock options during the year ended January 31, 1998 by each of the Named
Executive Officers and the January 31, 1998, value of unexercised options.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1998 AND
JANUARY 31, 1998 OPTION VALUES
Name Shares Value Number of Securities Underlying Value of Unexercised
Acquired Realized ($) Unexercised Options at Fiscal In-the-Money Options at FY-End
on Year-End (#) ($)(A)
Exercise
(#)
--------------------------------- ----------------------------------
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Par Chadha - - 552,500 0 927,450 0
PG Narayanan - - 0 70,000 0 3,800
Arthur Trakas - - 0 70,000 0 40,000
Kelvin Y. O. Li - - 69,964 75,250 90,239 132,345
</TABLE>
(A) Options are "in-the-money" if, on January 31, 1998, the market price of
the Common Stock ($5.50) exceeded the exercise price of such options. The value
of such options is calculated by determining the difference between the
aggregate market price of the Common Stock covered by such options on January
31, 1998, and the aggregate exercise price of such options.
<PAGE>
Employment Agreements
The Company has a three year employment agreement with Mr. Mackey ending
October 23, 1999 under which the Company is obligated to make payments of
$90,000 per year; additionally, Mr. Mackey is entitled to receive a $50,000
bonus, payable in cash or stock at the Company's option, at the end of the
contract term if Mr. Mackey is still employed at the Company. This contract may
be terminated for cause.
COMPENSATION COMMITTEE REPORT
The Compensation Committee is comprised of Messrs. Hecht, Powell and
Chadha. The Compensation Committee reviews, recommends and approves changes to
the Company's compensation policies and programs and is responsible for
reviewing and approving the compensation of the Chief Executive Officer and
other senior officers of the Company.
The following report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Compensation Committee is responsible for reviewing the compensation
and benefits of the Company's executive officers, making recommendations to the
Board of Directors concerning compensation and benefits for such executive
officers and administering the Company's stock option plans.
The Company believes that executive compensation should be based upon value
returned to shareholders. The Company has developed and is developing
compensation programs designed to reflect Company performance and to be
competitive in the marketplace. In designing compensation programs, the Company
attempts to reflect both value created for shareholders while supporting the
company's strategic goals. The Company's compensation programs reflect the
following themes:
. Compensation should be meaningfully related to the value created for
shareholders.
. Compensation programs should support the Company's short-term and
long-term strategic goal and objectives.
. Compensation programs should promote the Company's value and reward
individuals for outstanding contributions to the Company's success.
. Short-term and long-term compensation should be designed to attract and
retain superior executives.
The Company's executive compensation is based upon three components, base
salary, annual incentive bonuses and long-term incentives, which are intended to
serve the overall compensation philosophy.
<PAGE>
Base Salary
The base salary of each executive officer is determined as a function of
three principal factors: the individual's performance, the relationship of the
individual's salary to similar executives in comparable companies, and increases
in the individual's responsibilities, whether through promotions or otherwise.
Annual Incentive Bonus
The Company's annual incentive bonuses are designed to reflect the
individual officer's contribution to the profitability of the Company and any
special achievements by the respective officers. Each officer's bonus is based
upon the Company's performance in various areas, such as sales, profit margins,
operating expenses and net income, as compared to a pre-determined plan for each
officer for each year.
<TABLE>
<CAPTION>
PERFORMANCE GRAPH
INDEX VALUES
CSRP Computer & Data Process Osicom Technologies, Inc. NASDAQ Market Index
<S> <C> <C> <C>
1/29/93 401.455 3.100 223.918
1/31/94 428.770 5.500 257.511
1/31/95 428.302 1.656 245.668
1/31/96 744.405 6.313 347.203
1/31/97 1012.357 10.500 455.154
1/31/98 1226.859 5.500 538.166
Pct. Ch. 205.603% 77.419% 140.341%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROWTH OF $100
================== --------------------------------- -------------------------------- ==============================
CRSP Computer & Data Process Osicom Technologies, Inc. NASDAQ Market Index
================== --------------------------------- -------------------------------- ==============================
1/29/93 100.000 100.000 100.000
1/31/94 106.804 177.419 115.002
1/31/95 120.138 53.419 109.713
1/31/96 185.427 203.645 155.058
1/31/97 252.172 338.710 293.268
1/31/98 305.603 177.419 240.341
</TABLE>
This graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or under the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporate this graph by reference,
and shall not otherwise be deemed filed under such Acts.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE TO ELECT THE
AFOREMENTIONED NOMINEES TO SERVE ON THE BOARD OF DIRECTORS.
<PAGE>
PROPOSAL 2
RATIFICATION OF THE
SELECTION OF INDEPENDENT AUDITORS
The selection of independent auditors to examine the financial statements
of the Company for the fiscal year ending January 31, 1999 to be transmitted or
made available to shareholders and filed with the Securities and Exchange
Commission is to be submitted to the meeting for ratification. BDO Seidman, LLP
has been selected by the Company's Board of Directors to examine such financial
statements. A member of BDO Seidman, LLP will be present at the Annual Meeting
and will be available to respond to appropriate questions and will have the
opportunity to make a statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF BDO SEIDMAN, LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Securities Exchange Act of 1934 requires the Company's directors and
executive officers and person who own more than ten percent of a registered
class of the Company's equity securities to file reports of beneficial ownership
and changes in beneficial ownership with the Securities and Exchange Commission.
To the knowledge of the Company, all filing requirements under Section 16(a) in
respect of the Company were complied within the year ended January 31, 1998.
GENERAL
The expense of this solicitation is to be borne by the Company. The Company
may also reimburse persons holding shares in their names or in the names of
their nominees for their expenses in sending proxies and proxy material to their
principals.
Unless otherwise directed, the persons named in the accompanying form of
proxy intend to vote all proxies received by them in favor of the election of
nominees to the Board herein, and the ratification of selected independent
auditors. All proxies will be voted as specified.
Management does not intend to present any business at the meeting other
than that set forth in the accompanying Notice of Annual Meeting, and it has no
information that others will do so. If other matters requiring the vote of the
shareholders properly come before the meeting and any adjournments thereof, it
is the intention of the persons named in the accompanying form of proxy to vote
the proxies held by them in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
Shareholder proposals for inclusion in the proxy materials related to the
1999 Annual Meeting of Shareholders must be received by the Company no later
than January 1, 1999. A Shareholder must have been a record or beneficial owner
of the Company's common stock for at least one year prior to January 1, 1999,
and the shareholder must continue to own such shares, worth at least $1,000,
through the date on which the Meeting is held.
The Company's by-laws outline procedures, including minimum notice
provisions, for shareholder nominations of directors and other shareholder
business to be brought before shareholders at the Annual Meeting. A copy of the
pertinent by-law provisions is available upon request to John H. Gorman,
Secretary, Osicom Technologies, Inc., 2800 28th Street, Santa Monica, California
90405.
FORM 10-KSB ANNUAL REPORT
Upon written request by any shareholder entitled to vote at the 1998 Annual
Meeting, the Company will furnish that person without charge a copy of the Form
10-KSB Annual Report which it filed with the Securities and Exchange Commission
for 1998, including financial statements and schedules. If the person requesting
the report was not a shareholder of record on May 22, 1998, the request must
contain a good faith representation that the person making the request was a
beneficial owner of the Company's common stock at the close of business on that
date. Requests should be addressed to John H. Gorman, Chief Financial Officer,
Osicom Technologies, Inc., 2800 28th Street, Santa Monica, California 90405.
By Order of the Board of Directors
OSICOM TECHNOLOGIES, INC.
--------------------------
JOHN H. GORMAN
Secretary
Santa Monica, California
May 29, 1998
