UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NETsilicon, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
64115X 10 5
(CUSIP Number)
c/o Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
W. Raymond Felton, Esq.
99 Wood Avenue South
P.O. Box 5600
Woodbridge, New Jersey 07095
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
September 20, 1999
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box ___.
Check the following box if a fee is being paid with the statement X .
(A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO.
64115X 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osicom Technologies, Inc.
Federal Identification No. 22-2367234
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a), (b) Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ___
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7. SOLE VOTING POWER
The shares of common stock owned by Osicom
NUMBER OF Technologies, Inc. is non-voting stock.
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY The shares of common stock owned by Osicom
EACH Technologies, Inc. is non-voting stock.
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 7,500,000
10. SHARED DISPOSITIVE POWER
7,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Osicom Technologies, Inc. owns 55.4% of the outstanding common stock
of NETsilicon, Inc.; however, none of the common stock held by Osicom
Technologies, Inc. is voting stock.
14. TYPE OF REPORTING PERSON*
Corporation
<PAGE>
Item 1. Security and Issuer
(a) The title of the class of equity securities to which this statement
relates is common stock.
(b) The name and address of the principal executive office of the issuer
is:
NETsilicon, Inc.
411 Waverley Oaks Road
Waltham, MA 02545
Item 2. Identity and Background
The reporting person is Osicom Technologies, Inc., a corporation
organized under the laws of the State of New Jersey. Its principal business is a
leading designer, manufacturer and marketer of optical networking products for
use in intra-city (also known as "metropolitan" or "metro") networks. Its
principal place of business is located at 2800 28th Street, Santa Monica,
California 04050.
During the last five years, the reporting person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and, if so, give the dates, nature of conviction, name and location of court,
and penalty imposed, or other disposition of the case.
During the last five years, the reporting person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or final order.
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
The reporting person intends to continue to hold securities of the
Issuer, but also has present intentions to issue options to purchase such
securities to its officers, directors and employees. The reporting person and
any transferees pursuant to such potential options are subject to a lock-up
agreement executed in connection with the initial public offering of the common
stock of the Issuer that for a period of 365 days from the effective date of the
initial public offering, the reporting person cannot sell or otherwise dispose
of the common stock without the consent of the the Issuer's underwriter.
The reporting persons have no plans or proposals which relate to or
would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(c) Any material change in the present capitalization or dividend
policy of the Issuer;
(d) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
(e) Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition or
control of the Issuer by any person;
(f) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association.
(g) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(h) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The aggregate number and percentage of the class of securities identified
pursuant to Item 1 beneficially owned by the reporting person is 7,500,000
shares or 55.4%
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
There are no exhibits filed with this Schedule.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Osicom Technologies, Inc.
/s/Christopher Sue
______________________________
October 5, 1999 Christopher Sue
Name/Title
