SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 18, 1998
OSICOM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 1-15810 22-2367234
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2800 28th Avenue, Suite 100, Santa Monica, CA 90405
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:(310) 581-4030
N/A
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposal of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
Attached is a press release issued by the Registrant.
Item 6. Resignation of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
Press Release dated May 18, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OSICOM TECHNOLOGIES, INC.
BY: /s/ John H. Gorman
--------------------------
JOHN H. GORMAN
Chief Financial Officer
Secretary
Dated: May 18, 1998
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EXHIBIT
Press Release
FOR IMMEDIATE RELEASE
Contacts:
Kanti Purohit John Gorman
Constantine Theodoropulos Chief Financial Officer
Public Relations Osicom Technologies
Boston Communications Worldwide, LLC 310.581.4030
617.912.1100 [email protected]
[email protected]
[email protected]
Osicom Technologies Proposes Rights Offering for NET+ARM
Santa Monica, CA, May 18, 1998 - Osicom Technologies, Inc. (Nasdaq: FIBR), today
announced that it is proposing an initial public offering (IPO) of its embedded
networking (EN) business unit, which includes the NET+ARM family of networking
system-on-silicon products. The IPO would be fully effected through a
distribution of common stock purchase rights to the holders of Osicom securities
(Rights Offering). The Rights Offering will grant holders of Osicom securities
the right to purchase shares of the EN business unit in proportion to their
ownership in Osicom's common stock on a fully diluted basis. Any distribution
will be subject to a registration statement to be filed with the U.S. Securities
and Exchange Commission. The offering will be made only by means of a
prospectus.
The EN business unit was created following Osicom's September 1996 acquisition
of Digital Products, Inc., the Waltham, Massachusetts-based producer of
networking devices. The NET+ARM chip, which resulted from post-acquisition
development activity at the Company, is the industry's first complete network
connectivity system-on-silicon. NET+ARM makes it easy for manufacturers to
network-enable their products by allowing engineers to add Ethernet and Internet
connections to their products. Unlike other network solutions, NET+ARM
consolidates all the necessary hardware and software subsystems on a single
chip, thereby helping manufacturers cut development costs, reduce
time-to-market, and simplify the design of network-enabled products. As a
result, manufacturers of a wide array of potentially networkable devices are now
able to network-enable their products, therefore making possible a new
generation of devices and systems connected to Ethernet and the Internet.
The market opportunity for NET+ARM can be understood in the context of the
substantial growth of the Internet. Until now, this growth resulted from
people-centric networks - people connected to each other and to information rich
servers. The emergence of device-centric networks - devices connected to people
and to each other - is potentially an order of magnitude larger than current
people-centric networks and NET+ARM's technology and products address this
developing market.
Since the product was introduced in January, 1998, NET+ARM has been designed
into a broad range of OEM applications. These include printers and
multi-function peripherals (MFP), industrial automation systems, digital
cameras, SOHO routers, test equipment, Internet telephony equipment, utility
monitoring equipment, building security equipment and a variety of data
communications devices.
"We are very pleased with the development of our embedded networking business
and technology," said Par Chadha, Chief Executive Officer of Osicom. "We believe
this business has significant potential for growth that will require additional
capital. Positioning our business unit to have access to the public capital
markets would be advantageous for the unit as well as to Osicom, as it would
permit us to focus our resources on the continued development of our other
product areas, including transmission and network access technologies. We
believe the Rights Offering technique will give Osicom's securities holders the
initial opportunity to fund the growth of our embedded networking business and
realize the benefits of ownership that otherwise would go to unrelated investors
if we were to do a traditional IPO."
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About ARM
ARM is a registered trademark of ARM Holdings, PLC.
About Osicom
Osicom Technologies is a leading provider of integrated networking and bandwidth
aggregation solutions for enhancing the performance of existing data and
telecommunications networks. The Company combines expertise across multiple
disciplines to offer fiber transport, remote access, virtual private networking,
video switching and transport, and network systems-on-silicon to carrier and
enterprise customers. The Company brings value to its customers by offering
end-to-end, single vendor solutions as an integrated set. Osicom's offerings
feature open architectures, offer complete scalability and fully support
industry standards. The Company's flagship products are the GigaMux family of
Dense Wavelength Division Multiplexers (DWDM) for short-haul Metro applications,
the NET+ARM system-on-silicon for network connectivity, and the IQX-200 family
of scaleable Remote Access Servers.
For additional company, product or financial information, visit the Osicom
website, www.osicom.com, or call toll free 888-OSICOM8. For calls originating
outside the United States, call 301-317-7710.
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties. The forward-looking statements in this release are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. As in any IPO, the completion of the proposed IPO is subject to
uncertainties and prevailing market conditions. Actual results may differ
materially due to a variety of factors, including without limitation the
company's ability to develop, produce, and market products that incorporate new
technology on a timely basis, that are priced competitively and achieve
significant market acceptance; higher expenses associated with the development
and marketing of new products; changes in product mix; risks of dependence on
third-party component suppliers; inventory risks due to shifts in market demand;
the presence of competitors with broader product lines and greater financial
resources; intellectual property rights and litigation; needs for liquidity; and
the other risks detailed from time to time in the company's reports filed with
the Securities and Exchange Commission.
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