UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Osicom Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
688271 30 3
(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)
October 21, 2000
(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 .
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Check the following box if a fee is being paid with the statement .
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(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. 688271 30 3 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RII Partners, Inc.
Par Chadha
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
---
Members of Group: RII Partners, Inc.
RT Investments, Inc.
Par Chadha
Sharon Chadha, individually and as custodian for
minor children
RRC Pension Trust
(b)
---
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
RII Partners, Inc. - Nevada corporation
RT Investments, Inc. - Nevada corporation
Par Chadha - United States
Sharon Chadha - United States
RRC Pension Trust - United States
7. SOLE VOTING POWER
NUMBER OF RII Partners, Inc. - 566,856
SHARES RT Investments, Inc. - 453,589
BENEFICIALLY Par Chadha - 15,698
OWNED BY Sharon Chadha - 9,636
EACH RRC Pension Trust - 6,527
REPORTING Sharon Chadha as custodian for minor children -
PERSON 2,185
WITH
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
RII Partners, Inc. - 566,856
RT Investments, Inc. - 453,589
Par Chadha - 15,698
Sharon Chadha - 9,636
RRC Pension Trust - 6,527
Sharon Chadha as custodian for minor children -
2,185
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
RII Partners, Inc. - 566,856 *
RT Investments, Inc. - 453,589 *
Par Chadha - 15,698 **
Sharon Chadha - 9,636 *
RRC Pension Trust - 6,527 *
Sharon Chadha as custodian for minor children -
2,185 *
* Sharon Chadha expressly disclaims ownership of any shares owned by Par Chadha,
RII Partners, Inc., RRC Pension Trust, and her children.
** Par Chadha expressly disclaims ownership of any shares owned by Sharon
Chadha, RT Investments, Inc., RRC Pension Trust, and his children.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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<PAGE>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
RII Partners, Inc. - 4.9%
RT Investments, Inc. - 3.9%
Par Chadha - 0.1%
Sharon Chadha - 0.1%
RRC Pension Trust - 0.1%
Sharon Chadha as custodian for minor children - 0.2%
14. TYPE OF REPORTING PERSON*
RT Partners, Inc. - CO
Par Chadha - IN
Sharon Chadha - IN
RT Investments, Inc. - CO
RRC Pension Trust - EP
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:
Osicom Technologies, Inc.
2800 28th Street
Suite 100
Santa Monica, CA 90405
Item 2. Identity and Background
(a)(b) Name & Address:
RII Partners, Inc. 2550 East Tropicana Avenue
RT Investments, Inc. Suite 19-264
RRC Pension Trust Las Vegas, NV 89119
Par Chadha 15332 Antioch Street
Sharon Chadha Pacific Palisades, CA 90272
<PAGE>
(c) Occupation/Employment:
Par Chadha served as a director and officer of Osicom Technologies, Inc.
1981 through July 2000. He is currently a consultant and private investor.
Sharon Chadha is Mr. Chadha's wife. RII Partners, Inc. and RT Investments, Inc.
are private corporations owned by Par Chadha, Sharon Chadha and their family.
Sharon Chadha is the Trustee of RRC Pension Trust.
(d) During the last five years, none of the reporting persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the reporting persons have 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.
(f) Citizenship:
RII Partners, Inc. - Nevada corporation
Par Chadha - United States
Sharon Chadha - United States
RT Investments, Inc. - Nevada corporation
RRC Pension Trust - Nevada Trust
Item 3. Source and Amount of Funds or Other Consideration
The reporting persons acquired the securities using personal funds.
Item 4. Purpose of Transaction
The reporting persons intend to continue to hold securities of the Issuer.
The reporting persons may acquire and/or dispose in the open market additional
securities of the Issuer on an ongoing basis.
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 persons is 1,054,491
shares or 9.0%.
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, we
certify that the information set forth in this statement is true, complete and
correct.
RII PARTNERS, INC.
October , 2000 By: /s/ Par Chadha
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Par Chadha, President
/s/ Par Chadha
-----------------------------------------
Par Chadha
