UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Entrada Networks, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29382Y 10 2
(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)
August 31, 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 .
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.
29382Y 10 2
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*
Osicom Technologies, Inc. purchased a total of 1,095,718 shares for
$3,694,058, which was paid with Osicom's available cash. The balance of
4,244,155 shares were acquired as a result of a merger between subsidiaries of
Osicom and Entrada, reported by both companies separately.
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
5,339,873
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 5,339,873
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,339,873
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 48.9% of the outstanding common stock of
Entrada Networks, Inc.
14. TYPE OF REPORTING PERSON*
Corporation
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:
Entrada Networks, Inc.
10070 Mesa Rim Road
San Diego, CA 92121
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
designing, manufacturing and marketing 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, Suite 100, Santa Monica,
California 90405.
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
Osicom Technologies, Inc. purchased a total of 1,095,718 shares for
$3,694,058, which was paid with Osicom's available cash. The balance of
4,244,155 shares were acquired as a result of a merger between subsidiaries of
Osicom and Entrada, reported by both companies separately.
Item 4. Purpose of Transaction
The reporting person intends to continue to hold securities of the Issuer
or distribute the securities to its shareholders as a dividend. The reporting
person also has granted options to purchase up to 360,000 shares of these shares
to its officers, directors and employees.
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 5,339,873
shares or 48.9%.
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 E. Sue
--------------------
September 14, 2000 Christopher E. Sue
Vice President, Finance
