As filed with the Securities and Exchange Commission on July 13, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. :
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of each Class of to be Price per Offering Registration
Securities to be Registered Registered1 Share2 Price2 Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 4,417,798 $3.4375 $15,186,181 $4,479.92
</TABLE>
- --------------------------
1 Includes an indeterminate number of shares of Common Stock issuable (i)
to prevent dilution resulting from stock splits, stock dividends or similar
transactions and (ii) by reason of changes in the conversion price of the
Company's Series C Convertible Preferred Stock pursuant to Rule 416 under the
Securities Act of 1933, as amended.
2 Estimated pursuant to Rule 457 based upon the closing price of the Common
Stock on July 8, 1998 as reported on The Nasdaq Small Cap Market solely for the
purpose of computing the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
OSICOM TECHNOLOGIES, INC.
Cross Reference Sheet
Form S-3 Item No. and 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 The Company; Risk
Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Shares Eligible for Future Sale;
Potential Dilution
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
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 13 , 1998
PROSPECTUS
4,417,798 SHARES
OSICOM TECHNOLOGIES, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 4,417,798 shares of Common
Stock, par value $.10 per share (the "Shares") of Osicom Technologies, Inc., a
New Jersey corporation "Osicom"or the "Company"), which may be offered and sold
hereby from time to time by certain holders thereof ("Selling Shareholders").
The Shares are issuable pursuant to the terms of the Company's Series C
Convertible Preferred Stock (the "Series C Preferred Stock"), which the Selling
Shareholders acquired from the Company in May 1998. The number of Shares
issuable upon conversion of the Series C Preferred Stock is presently
indeterminate and will depend on the trading price of the Shares during the
period prior to conversion. The number of Shares registered for resale hereunder
has been calculated based on an assumed conversion price of $2.535, and the
Company is registering for resale hereunder 140% of the number of Shares
issuable upon conversion of the Series C Preferred Stock based on such assumed
price. In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Prospectus also relates to such additional number of Shares as may
become issuable (i) to prevent dilution resulting from stock splits, stock
dividends or similar transactions and (ii) by reason of changes in the
conversion price of the Series C Preferred Stock. 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
presently no underwriting arrangements with respect to the sale of the Shares,
however, such arrangements may exist in the future, and that the Selling
Shareholders may sell the Shares to or through broker-dealers from time to time
in the over-the-counter market at then prevailing prices, or in privately
negotiated transactions or otherwise, and that usual and customary brokerage
fees and commissions 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 July 8, 1998, the closing price for the Common Stock was $3.4375 as
reported by Nasdaq. Potential purchasers of the Shares are advised that an
investment in the Shares is speculative and only those purchasers who can afford
to lose their entire investment should purchase Shares. See "Risk Factors"
beginning on page 10 for factors to be considered in connection with purchasing
Shares.
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 July , 1998.
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.
The Company's Quarterly Report on Form 10-Q for the quarter ended April 30,
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>
PROSPECTUS SUMMARY
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 Wavelength 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-mailprinting.
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 orcorporate 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.
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:
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.
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:
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.
Forward-Looking Statements - Cautionary Statement
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.
<PAGE>
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; Potential Dilution
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. A substantial number of Shares are or will be
issuable by the Company upon the conversion of the Series C Preferred Stock.
Such issuances could result in dilution of a shareholder's percentage ownership
interest in the Company and could adversely affect the market price of the
Common Stock. Under the applicable conversion formulas of the Series C Preferred
Stock, the number of Shares issuable upon conversion is inversely proportional
to the market price of the Common Stock at the time of conversion. See "Selling
Shareholders - Note 2".
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 Marshall Capital Management, Inc. and CC Investments, LDC
pursuant to a Securities Purchase Agreement with the Company dated as of April
30, 1998. Other than the Shares offered hereby, neither of the Selling
Shareholders holds more than one (1%) percent or more of the Company's common
stock nor have the Selling Shareholders ever held any position or office with
the Company.
The Shares held by such Selling Shareholders are being registered due to
contractual arrangements between the Company and such holders. The Company has
been advised that such Selling Shareholders intend to sell such Shares at
unspecified times on a delayed or continuous basis depending upon, among other
things, favorable market conditions.
<PAGE>
The following table sets forth certain information with respect to the
beneficial ownership of the Shares by the Selling Shareholders.
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Number of Ownership
of Shares of Shares of of Shares of
Name of Selling Common Stock Common Stock Common Stock
Shareholder Prior to Offering2 to be Offered2 After Offering
<S> <C> <C> <C>
Marshall Capital
Management, Inc.1 2,208,899 2,208,899 0
CC Investments, LDC1 2,208,899 2,208,899 0
- ----------------------
</TABLE>
1 Includes estimated number of shares issuable pursuant to contract
conversion prices. The number of shares of Common Stock shown as beneficially
owned for purposes of this table are stated at 140% of the currently estimated
shares issuable upon conversion, however, the actual number of such shares may
be lesser or greater than the indicated amount as a result of the application of
the floating conversion price to be calculated in accordance with the terms of
the Series C Preferred Stock in effect on the date of conversion thereof.
2 Except under certain limited circumstances, no holder of Series C
Preferred Stock is entitled to convert such securities to the extent that the
shares of Common Stock to be received by such holder upon such conversion would
caused such holder to beneficially own more than 4.9% of the number of
outstanding shares of Common Stock. Therefore, the number of Shares set forth
herein and which a Selling Shareholder may sell pursuant to this prospectus may
exceed the number of shares of Common Stock such Selling Shareholder would
otherwise beneficially own as determined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that there are presently
no underwriting arrangements with respect to the sale of the Shares, however,
such arrangements may exist in the future. The Selling Shareholders, or their
pledges, donees transfers or other successors in interest, 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 at negotiated prices.
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 (which may include long or
short sales) and transactions in which the broker solicits purchases; (d) "at
the market" to or through market makers and into an existing market for the
Shares; (e) in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected through agents;
(f) through transactions in options, swaps or other derivatives (including
transactions with broker-dealers or other financial institutions that require
the delivery by such broker-dealers or institutions of the Shares, which Shares
may be resold thereafter pursuant to this Prospectus); or (g) any combination of
the foregoing, or by any other legally available means. 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 financial statements incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP and Arthur Anderson & Co., independent
certified public accountants, to the extent and for the periods set forth in
their reports incorporated herein in reliance upon such report given upon the
authority of said firms 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.
4,417,798 Shares of Common Stock
PROSPECTUS
PAGE
Available Information 2
Incorporation of Certain Information by Reference 2
Prospectus Summary 6 July , 1998
Risk Factors 10
The Offering 16
Use of Proceeds 16
Selling Shareholders 16
Plan of Distribution 17
Indemnification 18
Legal Matters 18
Experts 18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<PAGE>
Item 14. Other Expenses of Issuance and Distribution.
The registrant estimates expenses in connection with the offering described
in this Registration Statement will be as follows:
Item Amount
Securities and Exchange Commission Registration Fee $ 4,479.92
Printing and Engraving Expenses 1,000.00
Accountants' Fees and Expenses 3,800.00
Legal Fees and Expenses 34,000.00
NASDAQ Listing Fees 7,500.00
Placement Agent's Fees and Expenses 529,782.41
Miscellaneous 437.67
--------------
Total $581,000.00
Item 15. Indemnification of Directors and Officers.
The description set forth under the caption "Indemnification of Directors
and Officers" in the Company's Registration Statement on Form S-4, filed
September 6, 1996, No. 33-10667, is incorporated herein by reference.
Item 16. Exhibits.
Exhibit Number Description of Document
2.ab Stock Purchase Agreement dated as of June 1, 1996 between Osicom and
BWAI (A).
3.1 Restated Certificate of Incorporation dated June 14, 1988 (B).
3.2 Amended and Restated By-Laws of the Registrant, dated April 13, 1988
(C).
3.3 Series A Preferred Stock Certificate of Designation (D).
3.4 Series B Preferred Stock Certificate of Designation (A).
3.5 Series C Preferred Stock Certificate of Designation (A).
3.6 Series D Preferred Stock Certificate of Designation (E).
3.7 Series E Preferred Stock Certificate of Designation (F). 3.8 Series B
Preferred Stock Certificate of Designation (F).
3.9 Certificate of Amendment to the Certificate of Incorporation dated
January 16, 1998 (G).
3.10 Amendment to the By-Laws dated January 30, 1998 (G).
3.11 Amended Certificate of Designation of Series C Convertible Preferred
Stock (H).
4.1 Stock Option Agreement by and between the Registrant and United Jersey
Bank dated as of February 28, 1991 (C).
4.2 Incentive Stock Option Plan, as amended (I).
4.3 1988 Stock Option Plan (J).
4.4 1997 Incentive and Non-Qualified Stock Option Plan (K).
4.5 1997 Directors Stock Option Plan (K).
5. Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP - Page 25.
10.1 Line of Credit Agreement with Coast Business Credit dated May 28, 1995
and Modification dated January 1996 (L).
10.2 Acquisition Agreement of Dynair Electronics, Inc. dated June 8, 1995
(L).
10.3 Acquisition Agreement of Rockwell Network Systems, Inc. dated January
31, 1996 (L).
10.4 Acquisition Agreement of Digital Products, Inc. - US (M).
10.5 Acquisition Agreement of Cray Communications, Inc.(N).
10.6 Share Purchase Agreement of Asia Broadcasting and Communications
Network, Ltd. dated as of March 20, 1997 (O).
10.7 Cooperation and Supply Agreement with Asia Broadcasting and
Communications Network, Ltd. dated as of March 20, 1997 (O).
10.8 Securities Purchase Agreement dated as of April 30, 1998 (H).
21. Subsidiaries of the Registrant (G).
23.1 Consent of BDO Seidman LLP - Page 26.
23.2 Consent of Arthur Andersen & Co., L.L.P.- Page 27.
23.3 Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP (included
in opinion filed as Exhibit 5).
The foregoing are incorporated by reference from the Registrant's filings
indicated:
(A)ab Form S-4 dated September 6, 1996 (B)ab Form 10QSB for quarter ended
April 30, 1996 (C)ab Form 10K for year ended January 31, 1993 (D)ab Form 10K/A
for year ended January 31, 1994 (E)ab Form S-3 dated February 25, 1997 (F)ab
Form 10-KSB for year ended January 31, 1997 (G)ab Form 10-KSB for year ended
January 31, 1998 (H)ab Form 8-K dated May 14, 1998 (I)ab Proxy Statement dated
August 18, 1989 (J)ab Proxy Statement dated May 13, 1988 (K)ab Proxy Statement
dated November 21, 1997 (L)ab Form10-KSB for year ended January 31, 1996 (M)ab
Form 8-K dated September 12, 1996 (N)ab Form 8-K dated September 23, 1996 (O)
Form 8-K dated April 10, 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:
<PAGE>
(1)ab 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)ab To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)ab 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)ab 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)ab 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)ab 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 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
July, 1998.
OSICOM TECHNOLOGIES, INC.
By:/s/ Par Chadha
------------------------
Par Chadha,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Par Chadha Chief Executive July 13, 1998
- --------------------- Officer, Director
PAR CHADHA
/s/ Humbert Powell Director July 13, 1998
- ---------------------------
HUMBERT POWELL
/s/ Xin Cheng, Ph.D. Director July 13, 1998
- --------------------------
XIN CHENG, Ph.D
/s/ Leonard Hecht
- -------------------------- Director July 13, 1998
LEONARD HECHT
/s/ Renn Zaphiropoulos Director July 13, 1998
- -----------------------------------
RENN ZAPHIROPOULOS
</TABLE>
Exhibit 5
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Metro Corporate Campus One
P.O. Box 5600
Woodbridge, NJ 07095-0988
July 13, 1998
Osicom Technologies, Inc.
2800 28th Street, Suite 100
Santa Monica, California 90405
Re: Osicom Technologies, Inc.
Gentlemen:
We have acted as counsel to Osicom Technologies, Inc., a New Jersey
Corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-3 (Registration No. 333- ), covering the
registration of 4,417,798 shares of common stock, par value $.10 per share
("Common Stock"). We have been asked to issue an opinion as to whether the
Common Stock being registered will, when sold, be legally issued, fully paid,
non-assessable, and binding obligations of the Company.
As counsel to the Company, we have examined the Certificate of
Incorporation and By-Laws, as amended to date, and other corporate records of
the Company and have made such other investigations as we have deemed necessary
in connection with the opinion hereinafter set forth. We have relied, to the
extent we deem such reliance proper, upon certain factual representations of
officers and directors of the Company given in certificates, in answer to our
written inquiries and otherwise, and, although we have not independently
verified all of the facts contained therein, nothing has come to our attention
that would cause us to believe that any of the statements contained therein are
untrue or misleading.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us. We have assumed that the corporate records of the Company furnished to us
constitute all of the existing corporate records of the Company and include all
corporate proceedings taken by it.
Based solely upon and subject to the foregoing, we are of the opinion that
the shares of Common Stock are duly authorized, issued and full paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Very truly yours,
Greenbaum, Rowe, Smith,
Ravin, Davis & Himmel LLP
<PAGE>
Exhibit 23.1
BDO Seidman, LLP
1900 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
Consent of Independent Certified Public Accountants
Osicom Technologies, Inc.
Santa Monica, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated March 5, 1998, accompanying the financial statements of Osicom
Technologies, Inc. (the "Company") as of January 31, 1998 and 1997, and for each
of the years then ended, as included in the Company's Annual Report on Form
10-KSB for the year ended January 31, 1998, and to the reference to us under the
heading "Experts" in the Prospectus which is part of such Registration
Statement.
BDO SEIDMAN, LLP
Los Angeles, California
July 13, 1998
<PAGE>
Exhibit 23.2
ARTHUR ANDERSEN & CO.
Certified Public Accountants
25/F., Wing On Centre
111 Connaught Road Central
Hong Kong
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference of our report dated March 4,
1998, relating to the financial statements of Uni Precision Industrial Limited,
appearing in Form 10-KSB for the year ended January 31, 1998 and 1997, on the
financial statements of Osicom Technologies, Inc. in the Registration Statement
on Form S-3 for Osicom Technologies, Inc. and to the reference to us under the
heading as "Experts" in the Prospectus which is part of such Registration
Statement.
ARTHUR ANDERSEN & CO.
Independent Public Accountants
July 13, 1998
