<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Osicom Technologies, Inc.
--------------------------
(Name of Issuer)
Common Stock
-------------
(Title of Class of Securities)
688271501
---------
(CUSIP Number)
Mr. Rohit Phansalkar With a copy to:
FIBR Holdings, LLC David S. Rosenthal, Esq.
1330 Avenue of the Americas, 36th Floor Swidler Berlin Shereff Friedman, LLP
New York, New York 10022 405 Lexington Avenue
(212) 842-1600 New York, New York 10174
(212) 973-0111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 18, 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
statement because of Rule 13d-1(e), (f) or (g), check the following: [ ].
Note: An EDGAR version of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-7 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).
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<TABLE>
<CAPTION>
SCHEDULE 13D
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CUSIP No. 688271501 Page 2 of Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIBR Holdings, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 142,692 **
REPORTING --------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
142,692 **
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
142,692 **
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
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14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
* SEE INSTRUCTIONS
** SEE ITEMS 5 AND 6
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<TABLE>
<CAPTION>
SCHEDULE 13D
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CUSIP No. 688271501 Page 3 of Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Libra Fund L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 107,358 **
REPORTING --------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
107,358 **
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
107,358 **
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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14 TYPE OF REPORTING PERSON*
PN
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</TABLE>
* SEE INSTRUCTIONS
** SEE ITEMS 5 AND 6
Page 3
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<TABLE>
<CAPTION>
SCHEDULE 13D
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CUSIP No. 688271501 Page 4 of Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Topaz Fund Holdings, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 393,647 **
REPORTING --------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
393,647 **
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
393,647 **
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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14 TYPE OF REPORTING PERSON*
IV, CO
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</TABLE>
* SEE INSTRUCTIONS
** SEE ITEMS 5 AND 6
Page 4
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<TABLE>
<CAPTION>
SCHEDULE 13D
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CUSIP No. 688271501 Page 5 of Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael B. Targoff
- ---------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 35,786 **
BENEFICIALLY ----------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 35,786 **
----------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
35,786 **
- ---------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
* SEE INSTRUCTIONS
** SEE ITEMS 5 AND 6
Page 5
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SCHEDULE 13D
This Amendment No.1 relates to the Schedule 13D (the "Schedule") filed
by FIBR Holdings, LLC, a New York limited liability company ("FIBR") on December
13, 1999, to report the beneficial ownership of common stock (the "Common
Stock"), par value $.30 per share, of Osicom Technologies, Inc., a New Jersey
corporation (the "Company" or the "Issuer"). Unless otherwise specified, all
capitalized terms herein have the meanings assigned to them in the Schedule.
ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby supplemented as follows:
(a), (b), (c) and (f) In addition to the Reporting Person identified in
the Schedule, each of the following parties shall constitute a Reporting Person:
Libra Fund L.P., a Delaware limited partnership ("Libra Fund") involved in
investment activities with a principal address of 277 Park Avenue, 26th Floor,
New York, New York 10172; Topaz Fund Holdings, Ltd., a Cayman Islands
corporation ("Topaz Fund") involved in investment activities with a principal
address of 153 East 53rd Street, 55th Floor, New York, New York 10022; and
Michael B. Targoff ("Targoff"), sole proprietor of Michael B. Targoff & Co., a
company involved in investment activities with a principal address of 1330
Avenue of the Americas, 36th Floor, New York, New York 10019.
In accordance with the requirements of Schedule 13D, responses to Items
2 through 6 of Schedule 13D are also being provided with respect to Libra
Advisors, LLC ("Libra Advisors"), Ranjan Tandon ("Tandon"), Viraj Parikh
("Parikh"), Harish Fabiani ("Fabiani"), Americorp Investment Company Ltd.
("Americorp"), Topaz Capital, LLC ("Topaz Capital") and the directors of Topaz
Fund, as set forth in Schedule A attached hereto.
Libra Advisors is a New York limited liability company involved in
investment activities with a principal address of 277 Park Avenue, 26th Floor,
New York, New York 10172. Libra Advisors is a general partner of Libra Fund.
Tandon is a United States citizen with a business address of 277 Park
Avenue, 26th Floor, New York, New York 10172. Tandon is a general partner of
Libra Fund and the sole member of Libra Advisors.
Parikh is a citizen of the United States of America with a business
address of 153 East 53rd Street, 55th Floor, New York, New York 10022. Parikh is
a principal of Topaz Fund.
Fabiani is a citizen of Spain with a business address of 153 East 53rd
Street, 55th Floor, New York, New York 10022. Fabiani is a principal of Topaz
Fund.
Americorp is a Cayman Islands corporation involved in investment
activities with a principal address of Elizabeth Square, P.O. 1984 GT, George
Town, Grand Cayman, Cayman Islands, B.W.I. Americorp is the investment manager
of Topaz Fund. Fabiani is a principal of Americorp.
Topaz Capital is a Delaware limited liability company involved in
investment activities with a principal address of 153 East 53rd Street, 55th
Floor, New York, New York 10022. Topaz Capital is the investment advisor of
Topaz Fund. Parikh is the managing member of Topaz Capital.
Page 6
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The term "Covered Persons" is hereby supplemented to include each of
Libra Fund, Topaz Fund, Targoff, Libra Advisors, Tandon, Parikh, Fabiani,
Americorp, Topaz Capital and the persons listed on Schedule A attached hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby
supplemented as follows:
Libra Fund, Topaz Fund and Targoff acquired shares of Common Stock from
FIBR, as more fully described in Item 4 herein.
ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby supplemented as follows:
Libra Fund, Topaz Fund and Targoff (collectively, the "Members") are
each members of FIBR. On February 18, 2000, the Members executed the First
Amendment to the Limited Liability Company Operating Agreement of FIBR (the
"Amended Operating Agreement"). The Amended Operating Agreement provides, among
other things, that upon its execution, FIBR shall distribute a number of
Purchase Agreement Shares (as such term is defined in Item 6 herein) to each of
the Members according to the following:
Member Number of shares of Common Stock
------ --------------------------------
Libra Fund 107,358
Topaz Fund 393,647
Targoff 35,786
All of the shares of Common Stock reported herein were acquired for
investment purposes. Each of the Covered Persons may acquire or dispose of
securities of the Issuer, including shares of Common Stock, directly or
indirectly, in open-market or privately negotiated transactions, depending upon
the evaluation of the performance and prospects of the Issuer by the Covered
Persons, and upon other developments and circumstances, including, but not
limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing, no Covered Person has any present plans or
proposals which relate to or would result in any of the actions or events
described in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the
Covered Persons retain their respective rights to modify their plans with
respect to the transactions described in this Item 4, to acquire or dispose of
securities of the Issuer and to formulate plans and proposals which could result
in the occurrence of any such events, subject to applicable laws and
regulations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and
supplemented as follows:
(a) and (b) FIBR is the direct beneficial owner of 142,692 shares of
Common Stock (representing 1.3% of the outstanding shares of Common Stock). FIBR
has shared power with AW, Andersen, Weinroth and Phansalkar to vote and dispose
of such shares.
Page 7
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AW is the beneficial owner of 142,692 shares of Common Stock
(representing 1.3% of the outstanding shares of Common Stock). Such shares are
directly owned by FIBR and may be deemed to be indirectly owned by AW, in its
capacity as the sole voting member of FIBR. AW has shared power with FIBR,
Andersen, Weinroth and Phansalkar to vote and dispose of such shares.
Andersen is the beneficial owner of 180,992 shares of Common Stock
(representing 1.6% of the outstanding shares of Common Stock), of which (i)
142,692 shares of Common Stock are owned directly by FIBR and may be deemed to
be indirectly owned by Andersen, in his capacity as one of the general partners
of AW and a manager of FIBR, and with respect to such shares, Andersen has
shared power with FIBR, AW, Weinroth and Phansalkar to vote and dispose of such
shares and (ii) 38,300 shares of Common Stock are owned directly by Andersen,
and with respect to such shares, Andersen has sole power to vote and dispose of
such shares.
Weinroth is the beneficial owner of 142,692 shares of Common Stock
(representing 1.3% of the outstanding shares of Common Stock). Such shares are
directly owned by FIBR and may be deemed to be indirectly owned by Weinroth in
his capacity as one of the general partners of AW. Weinroth has shared power
with FIBR, AW, Andersen, and Phansalkar to vote and dispose of such shares.
Phansalkar is the beneficial owner of 156,760 shares of Common Stock
(representing 1.4% of the outstanding shares of Common Stock), of which (i)
142,692 shares of Common Stock are owned directly by FIBR and may be deemed to
be indirectly owned by Phansalkar in his capacity as a manager of FIBR, and with
respect to such shares, Phansalkar has shared power with FIBR, AW, Andersen,
Weinroth to vote and dispose of such shares and (ii) 14,068 shares of Common
Stock are owned directly by Phansalkar, and with respect to such shares,
Phansalkar has sole power to vote and dispose of such shares.
Libra Fund is the direct beneficial owner of 107,358 shares of Common
Stock (representing 1.0% of the outstanding shares of Common Stock). Libra Fund
has shared power with Libra Advisors and Tandon to vote and dispose of such
shares.
Libra Advisors is the beneficial owner of 107,358 shares of Common
Stock (representing 1.0% of the outstanding shares of Common Stock). Such shares
are directly owned by Libra Fund and may be deemed to be indirectly owned by
Libra Advisors, in its capacity as the general partner of Libra Fund. Libra
Advisors has shared power with Libra Fund and Tandon to vote and dispose of such
shares.
Tandon is the beneficial owner of 107,358 shares of Common Stock
(representing 1.0% of the outstanding shares of Common Stock). Such shares are
directly owned by Libra Fund and may be deemed to be indirectly owned by Tandon,
in his capacity as the general partner of Libra Fund and sole member of Libra
Advisors. Tandon has shared power with Libra Fund and Libra Advisors to vote and
dispose of such shares.
Topaz Fund is the direct beneficial owner of 393,647 shares of Common
Stock (representing 3.5% of the outstanding shares of Common Stock). Topaz Fund
has shared power with Parikh, Fabiani, Americorp and Topaz Capital to vote and
dispose of such shares.
Page 8
<PAGE>
Parikh is the beneficial owner of 393,647 shares of Common Stock
(representing 3.5% of the outstanding shares of Common Stock). Such shares are
directly owned by Topaz Fund and may be deemed to be indirectly owned by Parikh,
in his capacity as principal of Topaz Fund. Parikh has shared power with Topaz
Fund, Fabiani, Americorp and Topaz Capital to vote and dispose of such shares.
Fabiani is the beneficial owner of 393,647 shares of Common Stock
(representing 3.5% of the outstanding shares of Common Stock). Such shares are
directly owned by Topaz Fund and may be deemed to be indirectly owned by
Fabiani, in his capacity as principal of Topaz Fund. Fabiani has shared power
with Topaz Fund, Parikh, Americorp and Topaz Capital to vote and dispose of such
shares.
Americorp is the beneficial owner of 393,647 shares of Common Stock
(representing 3.5% of the outstanding shares of Common Stock). Such shares are
directly owned by Topaz Fund and may be deemed to be indirectly owned by
Americorp, in its capacity as investment manager of Topaz Fund. Americorp has
shared power with Topaz Fund, Parikh, Fabiani and Topaz Capital to vote and
dispose of such shares.
Topaz Capital is the beneficial owner of 393,647 shares of Common Stock
(representing 3.5% of the outstanding shares of Common Stock). Such shares are
directly owned by Topaz Fund and may be deemed to be indirectly owned by Topaz
Capital, in its capacity as investment advisor of Topaz Fund. Topaz Capital has
shared power with Topaz Fund, Parikh, Fabiani and Americorp to vote and dispose
of such shares.
Targoff is the beneficial owner of 35,786 shares of Common Stock
(representing 0.3% of the outstanding shares of Common Stock). Targoff has sole
power to vote and dispose of such shares.
The number of shares beneficially owned by each of the Covered Persons
and the percentage of outstanding shares represented thereby, have been computed
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The ownership of the Covered Persons is based on 11,107,666 outstanding
shares of Common Stock of the Issuer as represented by the Company in its
Quarterly Report (Form 10-Q) for the quarterly period ended October 31, 1999,
filed with the Securities and Exchange Commission on December 15, 1999.
(c) Except for the transactions described in Item 4 and in this Item
5(c), none of the Covered Persons has effected any transactions in the Common
Stock during the past sixty days.
(i) The following describes transactions effected by Andersen
during the past sixty days:
(A) On February 18, 2000, Andersen sold, on the open
market, 6,700 shares of Common Stock at a price of
$89.28 per share.
(B) On March 1, 2000, Andersen sold, on the open
market, at a price of $24.78 per option, covered call
options (the "140 Options") exercisable by the holder
thereof to purchase 83,000 shares of Common Stock at
a price of $140 per share. The 140 Options expire in
April 2000. On March 16, 2000,
Page 9
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Andersen repurchased, on the open market, the 140
Options on the open market at a price of $14.42 per
option.
(C) On March 14, 2000, Andersen sold, on the open
market, at a price of $22.09 per option, covered call
options (the "150 Options") exercisable by the
holder thereof to purchase 5,000 shares of Common
Stock at a price of $150 per share. The 150 Options
expire in April 2000. On March 16, 2000, Andersen
repurchased, on the open market, the 150 Options at a
price of $11.04 per share.
(ii) The following describes transactions effected by Targoff
during the past sixty days:
(A) On March 16, Targoff sold short 7,500 shares of
Common Stock on the open market at a price of $65 per
share.
(B) On March 16, Targoff sold short 15,000 shares of
Common Stock on the open market at a price of $60 per
share.
(iii) Transactions effected by Libra Fund during the past
sixty days are listed on Schedule B attached hereto.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER
FIBR and the Company are parties to a Stock Purchase Agreement (the
"Stock Purchase Agreement"), pursuant to which FIBR purchased shares of Common
Stock (the "Purchase Agreement Shares") from the Company. The Stock Purchase
Agreement provides that FIBR has the right to designate one member of the Board
of Directors of the Company to serve until the annual meeting of the
shareholders of the Company in 2001. The nominee shall be required to complete a
questionnaire in the same form as has been executed by all other directors of
the Company. Subject to the approval of the existing directors upon review of
such questionnaire and any other relevant information, such approval not to be
unreasonably withheld, the existing directors will elect such nominee to the
Board of Directors, and such individual shall receive the same compensation as
each other non-employee director of the Company.
Pursuant to the Stock Purchase Agreement, FIBR must use its reasonable
best efforts to cause any of its members to which FIBR transfers the Purchase
Agreement Shares, to vote the Purchase Agreement Shares at all times prior to
their sale at any regular or special meeting of the shareholders of the Company
called for the purpose of filling positions on the Board of Directors of the
Company, or in any written consent executed in lieu of such a meeting of
shareholders, in favor of the nominees proposed by the Company's Board of
Directors. In the event that FIBR or its members do not cast its vote in
accordance with the previous sentence, the Company's Board of Directors is
authorized
Page 10
<PAGE>
to do so. As a condition precedent to having the Company's transfer agent effect
a transfer of any Purchase Agreement Shares to a member of FIBR, the Company may
require such transferee(s) to execute a document granting the Board of Directors
authority consistent with this paragraph.
A copy of the Stock Purchase Agreement is attached hereto as Exhibit 1.
On February 18, 2000, the Members (as such term is defined in Item 4
hereof) executed the First Amendment to the Limited Liability Company Operating
Agreement of FIBR (the "Amended Operating Agreement"). The Amended Operating
Agreement provides, among other things, that upon its execution, FIBR shall
distribute a number of Purchase Agreement Shares to each of the Members
according to the following:
Member Number of shares of Common Stock
------ --------------------------------
Libra Fund 107,358
Topaz Fund 393,647
Targoff 35,786
A copy of the Amended Operating Agreement is attached hereto as
Exhibit 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Stock Purchase Agreement, dated December 1, 1999, between
Osicom Technologies, Inc. and FIBR Holdings, LLC, is
incorporated herein by reference to Exhibit 2 to Schedule 13D
previously filed by FIBR with the Commission on December 13,
1999.
Exhibit 2 First Amendment to Limited Liability Company Operating
Agreement of FIBR Holdings, LLC, dated February 18, 2000.
Exhibit 3 Joint Filing Agreement of the Reporting Persons
Page 11
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SIGNATURE
- ---------
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
FIBR HOLDINGS, LLC
By: /s/ Rohit Phansalkar
------------------------------
Name: Rohit Phansalkar
Title: Manager
LIBRA FUND L.P.
By: Libra Advisors, LLC
Its: General Partner
By: /s/ Ranjan Tandon
------------------------------
Name: Ranjan Tandon
Title: Member
TOPAZ FUND HOLDINGS, LTD.
By: /s/ Harish Fabiani
------------------------------
Name: Harish Fabiani
Title: Principal and Director
MICHAEL B. TARGOFF
/s/ Michael B. Targoff
-----------------------------------
Dated: April 21, 2000
Page 12
<PAGE>
SCHEDULE A
DIRECTORS OF TOPAZ FUND
The following sets forth the directors of Topaz Fund. Viraj Parikh and
Lasbart Oseni are citizens of the United States of America. Harish Fabiani and
Kamal Fabiani are citizens of Spain. Inter Caribbean Services Ltd. is an
International Business Company existing under the laws of the British Virgin
Islands with a business address of Citco Fund Services (BVI) Ltd., Citco
Building, Wickhams Cay, P.O. Box 662, Road Town Tortola, British Virgin Islands.
The business address of the other directors listed in this Schedule A is 153
East 53rd Street, 55th Floor, New York, New York 10022. To the best of the
Reporting Persons' knowledge, except as otherwise set forth in this statement on
Schedule 13D, this Schedule A provides all information called for by Items 2-6,
inclusive, of Schedule 13D with respect to all directors of Topaz Fund.
NAME POSITION
---- --------
Viraj Parikh Principal and Director
Harish Fabiani Principal and Director
Kamal Fabiani Director
Lazbart Oseni Director
Inter Caribbean Services Ltd. Director 1
- --------
1 Inter Caribbean Services Ltd., an International Business Company existing
under the laws of the British Virgin Islands, is a corporate director of Topaz
Fund. The directors of Inter Caribbean Services Ltd. are Kariem Abdellatif,
Fay Roberts and Anthony J. Stocks.
Page 13
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EXHIBIT 2
FIBR HOLDINGS, LLC
FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
THIS FIRST AMENDMENT TO THE LIMITED LIABILITY OPERATING
AGREEMENT OF FIBR HOLDINGS, LLC., is made and entered into as of the 18th day of
February, 2000. Terms not otherwise defined herein shall have the meanings
ascribed to them in the Operating Agreement of the Company.
WHEREAS, the Company was organized to pool the capital of the
Members to acquire Securities of FIBR and to realize the income and gains to be
derived therefrom for the mutual benefit of the Members;
WHEREAS, the Securities were acquired in December, 1999, and
are now valued substantially in excess of cost, but prior to any proposed
disposition, certain Members have petitioned the Company to distribute
Securities to the Members so that each Member will be in a position to realize
the income or gains to be derived therefrom in accordance with such Member's own
schedule; and
WHEREAS, under the Operating Agreement, Andersen Weinroth, the
sole Voting Member of the Company, is entitled to an allocation of 20% of
Cumulative Gains realized by the Company upon the disposition of the Securities,
and a distribution of the Securities in accordance with the wishes of the
Members may diminish the amount of Gain otherwise allocable to Andersen
Weinroth.
NOW, THEREFORE, the Members unanimously agree to amend the
Operating Agreement as follows:
1. The Company shall immediately upon the execution of
this Amendment and subject to obtaining the necessary
legal clearance to do so distribute 79% of the
Securities to the Members in accordance with their
Participation Percentages; and Andersen Weinroth
shall receive no allocation of the unrealized Gain
inherent in the Securities so distributed. Such
distribution shall be accounted for as a return of
79% of the Capital Contributions of the Members.
2. Paragraphs 4.6(b) 4.6(c) and 4.6(e) shall be deleted
and the following provisions shall be substituted
therefor: Upon any sale, exchange or other
disposition by the Company of the Securities retained
by the Company following the distribution provided
for in paragraph 1, if the Company does not have
Cumulative Loss, Gain shall be allocated 95.24% to
<PAGE>
Andersen Weinroth, and 4.76% to the Members in
accordance with their Participation Percentages; and
if the Company has Cumulative Gain, Loss shall be
allocated 95.24% to Andersen Weinroth and 4.76% to
the Members in accordance with their Participation
Percentages until such Cumulative Gain is eliminated.
3. Sections 2.3, 5.5, 5.6, 5.8, 5.9, 5.10 and 5.11 are
hereby deleted from the Operating Agreement, it being
the agreement of the Members that no additional
Issuance of Interests shall be made by the Company
and that a Transfer of Interests shall not be
encumbered by the Right of First Refusal or Tag-Along
right as provided therein.
4. Except as modified by the provisions of this
Amendment and any conforming changes required hereby,
the Operating Agreement is hereby ratified and
affirmed.
5. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned Members have executed and
adopted this Amendment as of the date first above written.
MEMBER:
---------------------------------
(Print Name)
By:
------------------------------
Name:
Title:
EXHIBIT 3
Page 15
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, each of the persons named below agree to the joint
filing of a statement on Schedule 13D, including amendments thereto, with
respect to the common stock, par value $.30 per share, of Osicom Technologies,
Inc., and further agree that this Joint Filing Agreement be included as an
exhibit to such filings, provided that, as contemplated by Section
13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of
counterparts, all of which collectively shall constitute one and the same
instrument.
Dated: April 21, 2000
FIBR HOLDINGS, LLC
By: /s/ Rohit Phansalkar
----------------------------
Rohit Phansalkar
Its: Manager
LIBRA FUND L.P.
By: Libra Advisors, LLC
Its: General Partner
By: /s/ Ranjan Tandon
----------------------------
Ranjan Tandon
Its: Member
TOPAZ FUND HOLDINGS, LTD.
By: /s/ Harish Fabiani
----------------------------
Harish Fabiani
Its: Principal and Director
MICHAEL B. TARGOFF
/s/ Michael B. Targoff
---------------------------
Michael B. Targoff
Page 16
<PAGE>
SCHEDULE B
The following table lists transactions effected by Libra Fund during
the past sixty days. All transaction listed below, other than the distribution
of shares to Connecticut Life**, were effected on the open market.
Date Action* Number of Shares of Common Stock Price per Share ($)
---- ------- -------------------------------- -------------------
1/4/00 SS 7,800 40.15
1/21/00 S 10,000 25
1/21/00 S 38,000 30
1/21/00 S 25,000 40
1/31/00 B 43,200 49.18
1/31/00 ** 43,200 --
2/15/00 BC 2,500 85.87
2/15/00 BC 12,500 83.72
2/17/00 BC 14,800 85.88
*
B = Buy
BC = Buy Cover
S = Sell
SS = Sell Short
** Distribution of shares to Connecticut Life, an investor of Libra Fund
Page 17
