<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KA/NO. 1
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended April 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
--------------------- --------------------
Commission File Number: 0-17168
FASTCOMM COMMUNICATIONS CORPORATION
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1289115
------------------------------------ -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
45472 Holiday Drive
Sterling, Virginia 20166
------------------------------------ ----------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's Telephone Number, including area code: 703/318-7750
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
-------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- -----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. / /
The aggregate market value of the Common Stock of the registrant
held by non-affiliates of the registrant, computed by reference to the last
sale price of such shares as of the close of trading on July 17, 1995, was
$37,707,726 (7,182,424 shares times $5.25). As of July 17, 1995, there were
9,444,531 shares of the Common Stock of the registrant outstanding.
<PAGE> 2
FASTCOMM COMMUNICATIONS CORPORATION
INDEX
PART III.
Item 10. Directors and Executive Officers of
the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain
Beneficial Owners and Management.
Item 13. Certain Relationships and Related
Transactions.
PART II
Item 8 Financial Statements and Supplementary Data 21
2
<PAGE> 3
FASTCOMM COMMUNICATIONS CORPORATION
STATEMENTS OF OPERATIONS
(1995 Form 10-K as amended)
==============================================================================
<TABLE>
<CAPTION>
1995 1994 1993
As Restated
Year ended April 30, (Note 16)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES (Notes 1, 12 and 14)
Products sales $ 3,689,817 $ 3,526,480 $ 6,306,933
Products sales to related parties 414,580 835,044 80,500
License fees and other 61,665 774,831 10,086
- -------------------------------------------------------------------------------------------------------
TOTAL REVENUES 4,166,062 5,136,355 6,397,519
- -------------------------------------------------------------------------------------------------------
OPERATING COSTS AND EXPENSES
Cost of goods sold 2,906,577 2,127,974 3,162,736
Selling, general and administrative 4,224,641 3,936,748 1,937,583
Research and development 916,003 960,042 718,295
Depreciation and amortization 217,326 166,098 154,203
- -------------------------------------------------------------------------------------------------------
TOTAL OPERATING COSTS AND EXPENSES 8,264,547 7,190,862 5,972,817
- -------------------------------------------------------------------------------------------------------
OPERATING (LOSS) INCOME (4,098,485) (2,054,507) 424,702
- -------------------------------------------------------------------------------------------------------
OTHER INCOME (expense)
Other income 9,750 19,150 137,866
Interest income 33,142 52,431 45,426
Interest expense (28,546) (25,994) (30,496)
TOTAL OTHER INCOME 14,346 45,587 152,796
- -------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES (4,084,139) (2,008,920) 577,498
PROVISION (BENEFIT) FOR INCOME TAXES (Note 11) - (10,000) 14,000
- -------------------------------------------------------------------------------------------------------
NET INCOME (loss) $ (4,084,139) $ (1,998,920) $ 563,498
=======================================================================================================
Net income (loss) per common share $ (0.49) $ (0.27) $ 0.08
- -------------------------------------------------------------------------------------------------------
Weighted-average number of common shares
outstanding during each year 8,409,000 7,521,000 6,876,000
=======================================================================================================
</TABLE>
See accompanying summary of accounting policies and notes to consolidated
financial statements.
25
<PAGE> 4
FASTCOMM COMMUNICATIONS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(1995 Form 10-K as amended)
================================================================================
<TABLE>
<S> <C>
13. SUCCESS Effective May 1, 1991, the Company established the FastComm Communications
SHARING PLAN Corporation Success Sharing Plan, a defined contribution plan that covers
substantially all of its employees. Employer contributions are determined using
an actuarially determined factor based on the employee's age and compensation
level. No employer contributions were made for the years ended April 30, 1995 or
1994 or 1993.
14. RELATED PARTY During 1995, 1994 and 1993, the Company had sales of approximately $415,000,
TRANSACTIONS $588,000 and $80,500, respectively, to a customer whose Board of Directors
includes the president of the Company. At April 30, 1995 and 1994, accounts
receivable includes approximately $51,000 and $337,000, respectively from this
related party which was paid to the Company subsequent to year end. During 1994,
the Company sold approximately $247,000 of product to a customer, Texel Systems
Corporation, that is controlled by an individual who is the brother-in-law of the
Company's President and Principal Executive Office. This amount was paid to the
Company in 1994.
15. FOURTH QUARTER During the fourth quarter ended April 30, 1995, the Company recorded adjustments
ADJUSTMENTS to its reserve for inventory obsolescence ($295,000) and allowance for doubtful
accounts ($200,000) which, in the aggregate, had the effect of increasing both
the operating loss and the net loss by approximately $495,000 or by $0.06 per
share.
During the fourth quarter ended April 30, 1994, the Company recorded certain year
end adjustments which, in the aggregate, had the effect of increasing both the
operating loss and the net loss by approximately $726,000 or $0.10 per share.
The fourth quarter adjustments relate to the elimination of product sales, net,
($296,000 or $0.04 per share), the increase in allowance for doubtful accounts
($220,000 or $0.03 per share) and fiscal year end adjustments to inventory and
accounts payable to record book to physical adjustments and to write-off obsolete
inventory ($210,000 or $0.03 per share). The adjustments to product sales and to
the allowance for doubtful accounts, aggregating $516,000 or $0.07 per share,
relate to previously issued quarterly financial statements.
</TABLE>
45
<PAGE> 5
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following lists the directors and executive officers of the Company,
their ages, descriptions of their business experience and positions held with
the Company as of July 17, 1995:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Peter C. Madsen(1) 44 President, Chief Executive Officer and Chairman of the Board
Gary H. Davison 40 Senior Vice President, Chief Operating Officer and Director
Robert C. Abbott 51 Vice President - Engineering, Secretary
William A. Flanagan 53 Vice President - Marketing and Technology
Charles L. Deslaurier 54 Vice President - Contracts and Administration
Mark H. Rafferty 40 Vice President - Finance, Treasurer
Edward R. Olson(1)(2) 55 Director
Thomas G. Amon(2) 47 Director
</TABLE>
(1) Member Stock Option Committee.
(2) Member Audit Committee.
Robert N. Dennis, former Chairman of the Board died on May 28, 1995.
All directors hold office until the next annual meeting of the shareholders and
the election and qualification of their successors. The officers are elected
by and serve at the discretion of the Board of Directors. See "Employment and
Control Arrangements" beneath Item 11.
Peter C. Madsen has been President, Chief Executive Officer and a director of
the Company since September 1992. Mr. Madsen was President of Professional
Marketing Corporation, a telecommunications equipment distributor, from
February 1992 to September 1992. From November 1986 to January 1992, he was an
officer of the Newbridge Networks Corporation, a Canadian telecommunications
company, most recently as Vice President and General Manager, United States
Region, and President of Newbridge Networks Inc., Newbridge Networks
Corporation's United States subsidiary. Mr. Madsen currently serves as a
director of Newbridge Network Corporation.
Gary H. Davison was named Senior Vice President, Chief Operating Officer and a
director of the Company on June 6, 1994. From 1988 to 1994, Mr. Davison held a
variety of positions with Newbridge Networks Inc., most recently as Vice
President; U.S. Sales. From 1986 to 1988, Mr. Davison was General Manager,
Transmission Products at Hekemian Laboratories. From 1974 through 1986, Mr.
Davison held a variety of positions at AT&T Corp.
Robert C. Abbott has served as Vice President - Engineering and as Secretary of
the Company since 1984. From December 1980 until joining the Company, he
served as product manager, VF Products, for the Telesystems Division of Comsat
Corporation in Fairfax, Virginia.
William A. Flanagan has served as Vice President - Marketing and Technology of
the Company since September 1991. Prior to that, from 1987 through September
1991, he was Vice President - Network Marketing and Vice President - Technology
for Newbridge Networks Inc. Mr. Flanagan is the author of a variety of best
selling books on digital communications technology.
50
<PAGE> 6
Charles L. Deslaurier has been Vice President - Contracts and Administration of
the Company since September 1992. Mr. Deslaurier was Vice President and a
director of Professional Marketing Corporation, a telecommunications equipment
distributor, from February 1992 to September 1992. From December 1986 to
January 1992, he was Vice President of Contracts and Administration for
Newbridge Networks Inc.
Mark H. Rafferty has been Vice President, Chief Financial Officer and Treasurer
of the Company since August 1993. From August 1992 to August 1993, Mr.
Rafferty was Vice President, Finance at Newbridge Networks Inc. From August
1987 through August 1992, Mr. Rafferty was Controller of Newbridge Networks
Inc.
Edward R. Olson has served as a director since January 1989. From 1990 to
present, Mr. Olson has served as the President, Chief Executive Officer and
Chairman of M-C Industries, Inc., a fluid hydraulics equipment manufacturer.
For the past five years, Mr. Olson has served as President of Ed Olson
Consulting Group, Ltd., a management consulting firm. From 1992 to 1993 Mr.
Olson was Senior Vice President, Operations of Audiovox Corp., a company
concentrating in the marketing and distribution of consumer electronic devices.
From April 1988 to 1989, Mr. Olson was President of Sector Technology, Inc.
(formerly Polaris, Incorporated), a manufacturer of computer-based access
security systems located in Falls Church, Virginia.
Thomas G. Amon, age 47; Partner, Amon & Sabatini; Director of the Company since
December 16, 1994. Thomas G. Amon has been a partner in the law firm of Amon &
Sabatini for the past five years.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and with the National Association of Securities Dealers, Inc. Automated
Quotations (NASDAQ) system. Officers, directors and greater than ten percent
shareholders are required by regulation to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during its fiscal year
ended April 30, 1994, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION.
BOARD REPORT ON EXECUTIVE COMPENSATION
The Company does not have a formal compensation committee. Compensation levels
for executive officers are set by the Board of Directors. The Board of
Directors is presently comprised of the following individuals: Peter C.
Madsen, Thomas G. Amon, Edward R. Olson and Gary H. Davison. Messrs. Davison
and Amon joined the Board only after the close of fiscal 1994. Robert N.
Dennis resigned from the Board effective October 31, 1994. Salaries are
reviewed annually and are based on individual performance, the extent of
individual responsibility and comparisons with salaries paid in the industry.
The Company recruits for its executive officer positions from within the
communications industry. In most instances, the source Company is
significantly larger than the Company. It is the policy of the Board of
Directors of FastComm to hire executive officers at levels below that of their
current salaries along with a stock option package intended to make up for the
differentiation and to provide a performance incentive. The Company feels that
stock options are an attractive benefit in that they enhance performance and
loyalty at little cost.
51
<PAGE> 7
The Board establishes compensation levels based on experience and
responsibility. No executive officer has received a salary increase.
The Board granted three executive officers options during fiscal 1995. One of
the option grants were based on performance and responsibility. The two
remaining grants were conditions of employment.
The Board adheres to a policy of granting options to executive officers based
upon performance and responsibility. In addition, the Board also considers the
relative importance of the job function being performed and the number of
options currently held by the executive officer.
/s/ Gary H. Davison, /s/ Thomas G. Amon, /s/ Edward R. Olson,
/s/ Peter C. Madsen
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year, Peter C. Madsen and Edward R. Olson, as directors participated
in deliberations of the Company's Board of Directors concerning executive
officer compensation, including their own. Other than the foregoing, none of
such directors was party to any reportable interlock or participation during
fiscal 1995. During the fiscal year ended April 30, 1995, the Company sold
approximately $415,000 of product under normal terms and conditions to
Newbridge Networks, Inc. ("Networks") a United States subsidiary of Newbridge
Networks Corporation, a Canadian Telecommunications Company ("Newbridge").
Peter C. Madsen, President, Chief Executive Officer and a director of the
Company is also a director of Newbridge.
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding compensation paid by the
Company to the six named executives (the "Named Executive Officers") for
services furnished in all capacities to the Company during the fiscal year
ended April 30, 1995, as well as such compensation paid by the Company to the
Named Executive Officers during the Company's two previous fiscal years:
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation Awards
------------------- -----------------------------
Other Annual Shares of
Salary Bonus Compensation Common Stock Underlying
Name and Principal Position Year ($) ($) ($)(1) Options ( #)
--------------------------- ---- ------ --- --------------- ------------
<S> <C> <C> <C> <C> <C>
Peter C. Madsen,(2) 1995 113,344 -0- 6,219 -0-
President and Chairman of the 1994 71,478 -0- 6,219 -0-
Board of Director 1993 -0- -0- 6,000 425,000
Gary H. Davison(3) 1995 113,797 25,000 -0- 100,000
Senior Vice President, COO, 1994 -0- -0- -0- -0-
Director 1993 -0- -0- -0- -0-
Mark H. Rafferty(4) 1995 110,825 -0- 5,824 50,000
Chief Financial Officer 1994 76,505 -0- 4,853 75,000
1993 -0- -0- -0- -0-
Charles L. Deslaurier,(5) 1995 102,429 -0- 6,331 20,000
Vice President - 1994 125,414 -0- 6,331 20,000
Contracts and Administration 1993 27,417 -0- 6,000 150,000
Robert C. Abbot(6) 1995 100,750 -0- -0- -0-
Vice President of Engineering, 1994 96,255 -0- -0- 50,000
Secretary 1993 78,573 -0- -0- -0-
</TABLE>
52
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C>
William A. Flanagan,(7) 1995 * * *
Vice President - 1994 110,923 -0- 6,632 -0-
Marketing and Technology 1993 106,073 -0- 6,500 -0-
- ---------------
</TABLE>
(1) Automobile benefit.
(2) At April 30, 1995, Mr. Madsen held 692,866 restricted shares of
Common Stock with a market value of $3,637,547 at that date; Mr.
Madsen waived the payment of his entire salary in the 1993 fiscal
year and $28,522 of his salary in the 1994 fiscal year.
(3) At April 30, 1995, Mr. Deslaurier held 46,250 restricted shares of
Common Stock with a market value of $242,813 at that date.
(4) At April 30, 1995, Mr. Flanagan held 8,921 restricted shares of
Common Stock with a market value of $46,835 at that date.
(5) At April 30, 1995, Mr. Deslaurier held 143,250 restricted shares
of Common Stock with a market value of $752,063 at that date.
(6) At April 30, 1995, Mr. Abbott held 222,408 restricted shares of
Common Stock with a market value of $1,167,642 at that date.
(7) At April 30, 1995, Mr. Flanagan held 217,421 restricted shares of
Common Stock with a market value of $1,141,460 at that date.
FISCAL 1995 OPTION GRANTS
The following table sets forth information concerning grants of
stock options to the Named Executive Officers made pursuant to the Company's
1992 Stock Option Plan during the fiscal year ended April 30, 1995:
Stock Option Grants in Fiscal Year 1995
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------
Securities Percent of Potential Realizable Value at
Underlying Total Options Exercise Assumed Annual Rates
Options Granted to or of Stock Price Appreciation
Granted Employees in Base Price Expiration For Option Term
Name (#) Fiscal Year ($/sh) Date 5% ($) 10% ($)
-------------------- ------------- ---------------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Peter C. Madsen -0- - - - - -
Gary H. Davison 100,000 26.04% $4.38 7/29/99 121,000 267,000
Mark H. Rafferty 50,000 13.02% $4.38 9/9/99 60,600 133,500
Charles L. Deslaurier 20,000 5.21% $5.88 3/16/00 32,500 71,900
Robert C. Abbott -0- - - - - -
William A. Flanagan -0- - - - - -
- ---------------
</TABLE>
53
<PAGE> 9
On September 9, 1994 all Optionholders were offered the opportunity to have
outstanding options repriced to $4.38 per option conditional upon waiver of
previously vested options and acceptance of a new vesting period. With the
exception of outstanding options to purchase 80,900 shares, all Optionholders
accepted this offer to reprice their options as of that date.
Messrs. Rafferty, Deslaurier, and Abbott accepted the offer to reprice 75,000,
20,000 and 50,000 options respectively as of that date.
FISCAL 1995 AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth information concerning each exercise of stock
options during the fiscal year ended April 30, 1995 by each of the Named
Executive Officers and the fiscal year-end value of unexercised options held by
such persons:
<TABLE>
<CAPTION>
Shares Value of
Underlying Unexercisable
Unexercised in-the-money
Options at Options at
Fiscal Year- Fiscal Year-
Shares Value End ($) End ($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
-------------------- -------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Peter C. Madsen 125,000 $441,406 -0- / -0- -0- / -0-
Gary H. Davison - - -0- / 100,000 -0- / $137,500
Mark H. Rafferty - - -0- / 125,000 -0- / $171,875
Robert C. Abbott - - -0- / 50,000 -0- / $68,750
Charles L. Deslaurier 65,000 221,406 45,000 / 40,000 $209,531 / $25,000
William A. Flanagan - - -0- / -0- -0- / -0--
</TABLE>
EMPLOYMENT AND CONTROL ARRANGEMENTS
Effective September 18, 1992 (the "Effective Date"), the Company, Mr. Robert N.
Dennis and Mr. Edward R. Olson, as the "Current Directors" therein, and Mr.
Peter C. Madsen entered into an employment agreement (the "Employment
Agreement") regarding the terms of Mr. Madsen's employment by the Company and
the scope of the relationships among the parties to the Employment Agreement.
In particular, pursuant to or in connection with the Employment Agreement, as
the case may be, subject to confirmation by the Board of Directors which
occurred as of the Effective Date, (i) Mr. Dennis resigned as President and
from all executive offices held by him in the Company, (ii) Mr. Madsen was
elected President and Chief Executive Officer of the Company for an initial
term expiring on January 31, 1995 at an initial base salary of $100,000 per
year, (iii) Mr. Madsen was granted an option to purchase a maximum of 425,000
shares of Common Stock of the Company at an exercise price of $1.09375 per
share upon certain terms and conditions, (iv) Mr. Deslaurier was elected a Vice
President of the Company, (v) Mr. Deslaurier was granted an option to purchase
a maximum of 150,000 shares of Common Stock of the Company at an exercise price
of $1.09375 per share upon certain terms and conditions, (vi) Mr. Rick Sampley
was granted an option to purchase a maximum of 25,000 shares of Common Stock of
the Company at an exercise price of $1.09375 per share upon certain terms and
conditions,
54
<PAGE> 10
(vii) the Company and Mr. Dennis entered into an Amended and Restated
Employment Agreement providing for, among other things, the employment of Mr.
Dennis as Senior Advisor to the President at an initial salary of $200,000 per
year for an initial term of three years, subject to earlier termination by Mr.
Dennis at any time or by the Company, with or without cause, on or after
September 15, 1993, and (viii) Mr. Madsen and Mr. Peter Sommerer were elected
directors of the Company to fill two vacancies then existing on the Board of
Directors. Mr. Dennis was paid $99,458 pursuant to this arrangement in the
1994 fiscal year during which year he resigned as Senior Advisor to the
President.
Under the Employment Agreement, Mr. Madsen has been granted full control of and
authority over the operations of the Company, subject to the general oversight
of the Board, and the Current Directors have agreed not to take any action
inconsistent with their respective obligations thereunder. The Employment
Agreement and the related actions resulted in an effective change in control of
the Company away from Mr. Dennis to Mr. Madsen.
DIRECTOR COMPENSATION
Directors receive no salary for their services as such; however, the Board of
Directors has authorized payment of reasonable expenses incurred by
non-employee directors in connection with attendance at meetings of the Board
of Directors. The Chairman of the Board receives no compensation for serving
in such capacity. In fiscal 1994, Mr. Dennis received $99,458 in compensation
as Senior Advisor to the President. As Senior Advisor, Mr. Dennis' duties
included consultation with and advise to the President and other Senior
Management on technical and business matters related to past, present and
future operations, products and strategies and the undertaking of special
projects related to the above at the request of the President. Mr. Dennis died
on May 28, 1995.
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock with that of the
cumulative total return of the NASDAQ Stock Market - US Index ("NASDAQ STOCK
MRKT - US") and the NASDAQ Telecommunications Index ("NASDAQ TELECOM") for the
five year period ended on April 30, 1995. The information below is based on an
investment of $100, on April 30, 1990, in the Company's Common Stock, the
NASDAQ STOCK MRKT - US and the NASDAQ TELECOM. THE COMPANY'S MANAGEMENT
CONSISTENTLY CAUTIONS THAT THE STOCK PRICE PERFORMANCE SHOWN IN THE GRAPH BELOW
SHOULD NOT BE CONSIDERED INDICATIVE OF POTENTIAL FUTURE STOCK PRICE
PERFORMANCE.
55
<PAGE> 11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
At July 17, 1995, there were 9,444,529 shares of Common Stock of the Company
issued and outstanding. As of such date, options to purchase 1,123,968 shares
of Common Stock were outstanding.
Each holder of shares of Common Stock, but not holders of unexercised options,
is entitled to one vote per share on each matter which may be presented at a
meeting of shareholders. Cumulative voting is not allowed. The Company's
Common Stock is traded on the NASDAQ National Market System under the symbol
"FSCX."
The following table sets forth information regarding ownership of Common Stock
of the Company at July 17, 1995, by each person who is known by management of
the Company to own beneficially more than five percent of the Common Stock
(setting forth the address of each such person), by each director and nominee
for election as a director, by the Named Executive Officers of the Company
identified beneath "Item 11. Executive Compensation," and by all directors and
executive officers of the Company as a group. Shares issuable on exercise of
warrants or options exercisable within 60 days are deemed to be outstanding for
the purpose of computing the percentage ownership of persons beneficially
owning such warrants or options, but have not been deemed to be outstanding for
the purpose of computing the percentage ownership of any other person. Insofar
as is known to the Company, the persons indicated below have sole voting and
investment power with respect to the shares indicated as owned by them except
as otherwise stated in the notes to the table.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------ ----------------------- ----------------
<S> <C> <C>
Robert N. Dennis - Estate 774,341 8.20%
Peter C. Madsen(1) 692,866 7.34%
Gary H. Davison(1) 79,583(2) .84%
Robert C. Abbott 239,075(3) 2.53%
Charles L. Deslaurier(3) 194,917(4) 2.06%
William A. Flanagan 217,421 2.30%
Edward R. Olson(1) 6,667(6) .07%
Thomas G. Amon(1) 6,650(7) .07%
Mark H. Rafferty 50,588(5) .54%
All Directors and 2,262,107(8) *
Executive Officers as a
group (six persons)
</TABLE>
- -----------------------
(1) Director.
(2) Gives effect to 33,333 options owned by Davison exercisable within 60
days.
(3) Gives effect to 16,667 options owned by Abbott exercisable within 60
days.
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<PAGE> 12
(4) Gives effect to 51,667 options owned by Deslaurier exercisable within
60 days.
(5) Gives effect to 41,667 options owned by Rafferty exercisable within 60
days.
(6) Gives effect to 6,667 options owned by Olson exercisable within 60
days.
(7) Shares are held in the Amon & Sabatini Pension and Profit Sharing
Plans, of which Mr. Amon is Co-Trustee.
(8) Based upon 9,444,531 shares outstanding at July 17, 1995.
- ------------------------
The Company is unaware of any arrangement the operation of which could at a
subsequent date result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the fiscal year ended April 30, 1995, the Company sold approximately
$415,000 of product under normal terms and conditions to Newbridge Networks,
Inc. ("Networks") a United States subsidiary of Newbridge Networks Corporation,
a Canadian Telecommunications Company ("Newbridge"). FastComm sells to
Newbridge Networks Corporation under net 30 day terms with prompt payment
discounts. Such terms are consistent with that of similar customers. Title
passes on shipment of product. Under the terms of the contract, Newbridge may
return purchased and paid for (during the previous six month period) but unused
products to FastComm for either warranty revalidation and/or revision level
change (hardware or firmware). Peter C. Madsen, President, Chief Executive
Officer and a director of the Company is also a director of Newbridge.
The Company paid the law firm of Amon & Sabatini $159,000 in the fiscal year
ended April 30, 1995. Thomas G. Amon, a Director of the Company, since
December 1994, is a partner of Amon & Sabatini.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on December 20, 1995.
FASTCOMM COMMUNICATIONS CORPORATION
By: /s/ PETER C. MADSEN
------------------------------------------
Peter C. Madsen
President
By: /s/ MARK H. RAFFERTY
------------------------------------------
Mark H. Rafferty
Vice President-Finance and Treasurer
(Principal Financial Officer)
58
