As filed with the Securities and Exchange Commission on November 11, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYCOMM INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
WYOMING 54-1779046
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1420 Springhill Road, Suite 420, McLean, Virginia 22102, (703) 903-9548
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal
Executive Offices)
ALBERT I. HAWK
President and Chief Executive Officer
Cycomm International Inc.
1420 Springhill Road, Suite 420, McLean, Virginia 22102, (703) 903-9548
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copy to:
DAVID J. LEVENSON, ESQ.
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W.
Washington, D.C. 20005
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. / /
Cover of Registration Statement continued on following page
<PAGE>
Cover of Registration Statement continued from previous page
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate Amount
of
Title of Each Class of to be Aggregate Price Offering Registration
Securities to be Registered Registered Per Security Price (1)
Fee(1)(2)
Common Shares 881,978 $3.656(1) $3,224,512 $1,112
Common Shares Underlying 505,000 $3.656(1) $1,846,380 $ 637
Warrants
Warrants to Purchase 500,000 $4.75(2) $2,375,000 $ 819
Common Shares 5,000 $3.75(2) $ 18,750 $ 6
Total $7,464,642 $2,574
</TABLE>
(1)Estimated solely for the purpose of calculating the Registration Fee
pursuant to Rule 457(c) under the Securities Act of 1933 based upon the
average high and low price for the Common Shares reported on the American
Stock Exchange, Inc. of 3 3/4 and 3 9/16 per share, respectively,
determined as of the close of business on November 7, 1996.
(2)Calculated in accordance with Rule 457(g).
The registrant hereby amends this Registration Statement on such date
and dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
CYCOMM INTERNATIONAL INC.
Cross Reference Sheet Showing Location in Prospectus of Information
Required by Items of Form S-3 Pursuant to Item 501(b) of Regulation S-K
<TABLE>
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Item No. Registration Statement Heading Location in Prospectus
1. Forepart of Registration Statement Cover Page of Registration
and Outside Front Cover Page of Statement; Outside Front
Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Inside Front Cover and
Cover Pages of Prospectus Outside Cover Page of
Prospectus
3. Summary Information, Risk Factors Prospectus Summary; Risk
and Ratio of Earnings to Fixed Factors
Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
and Plan of Distribution
8. Plan of Distribution Selling Security Holders
and Plan of Distribution
9. Description of Securities Description of Securities
to be Registered
10. Interest of Named Experts and Not Applicable
Counsel
11. Material Changes Material Changes
12. Incorporation of Certain Not Applicable
Information by Reference
13. Disclosure of Commission Position Indemnification
on Indemnification for Securities
Act Liabilities
</TABLE>
<PAGE>
Red Herring Legend (to be inserted on the left hand margin of the
Prospectus Cover Page)
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such State.
<PAGE>
Subject to Completion, dated November 11, 1996
Prospectus
Cycomm International Inc.
1,386,978 Common Shares
505,000 Warrants to Purchase Common Shares
___________________________________
This Prospectus relates to (a) 1,386,978 Common Shares of Cycomm
International Inc., a Wyoming corporation ("Cycomm"), being
offered from time to time by stockholders of Cycomm (the "Selling
Security Holders"), which consists of (i) 76,978 Common Shares
previously issued to Midcomm, Inc. in connection with certain
obligations of Cycomm, (ii) 800,000 Common Shares previously
issued in connection with the exercise of Cycomm's Series A
Convertible Redeemable Preferred Stock and 500,000 Common Shares
underlying warrants (the "XL Warrants"), issued in connection
with the acquisition of XL Computing Corporation, and (iii) 5,000
Common Shares previously issued and 5,000 Common Shares issuable
upon conversion of warrants (the "Wall Street Warrants"), in
connection with the settlement of a dispute with The Wall Street
Group and (b) the XL Warrants and Wall Street Warrants, being
offered from time to time by the Selling Security Holders. This
registration statement also covers the issuance and sale to
holders of the XL Warrants and Wall Street Warrants of Common
Shares upon the conversion of the XL Warrants and Wall Street
Warrants.
The XL Warrants are exercisable at any time until March 20, 1999
at an exercise price of $3.75 per share. The Wall Street
Warrants are exercisable at any time until November 30, 2000 at
an exercise price of $4.75 per share. Unless exercised before
their respective expiration dates, the XL Warrants and the Wall
Street Warrants will expire and will be of no value. See
"Description of Securities."
The names of the Selling Security Holders and their respective
holdings are set forth under "Selling Security Holders." The
Common Shares, XL Warrants or Wall Street Warrants may be offered
by the Selling Security Holders from time to time in transactions
for their own accounts (which may include block transactions), in
negotiated transactions, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices
prevailing at the time of the sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Security Holders may effect such transactions by selling Common
Shares, XL Warrants or Wall Street Warrants to or through broker-
dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling
Security Holders or the purchasers of Common Shares, XL Warrants
or Wall Street Warrants for whom/which such broker-dealers may
act as agent or to whom/which they sell as principal, or both
(which compensation as to a particular broker-dealer might be in
excess of customary commissions). None of the proceeds from the
sale of the Common Shares, XL Warrants or Wall Street Warrants by
the Selling Security Holders pursuant to this Prospectus will be
received by Cycomm. Cycomm will receive an aggregate of
$1,898,750, assuming all of the XL Warrants and Wall Street
Warrants are exercised.
Cycomm's Common Shares are traded on the American Stock Exchange,
Inc. ("AMEX") and on The Alberta Stock Exchange ("ASE") under the
symbol "CYI." On November 7, 1996, the closing price of a Common
Share was $3.625 as reported on AMEX. See "Selling Security
Holders and "Plan of Distribution." The XL Warrants and Wall
Street Warrants are not listed on any exchange.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
______________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
___________________________________________________________
The date of this Prospectus is November 11, 1996
<PAGE>
AVAILABLE INFORMATION
Cycomm is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the American Stock Exchange, Inc. ("AMEX"), and in accordance
therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and
other information may be inspected and copied at certain regional
offices of the Commission located at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
and 75 Park Place, 14th Floor, New York, New York 10007 and at
AMEX, 86 Trinity Place, New York, New York 10006-1881, and may be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549-1004. Copies of such
material can be obtained from the Public Reference Section of the
Commission, Washington, DC 20549, at prescribed rates. In
addition, Cycomm is an electronic filer and the Commission
maintains a Website that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address of the
Commission's Website is http://www.sec.gov.
Cycomm has filed with the Commission, a Registration
Statement on Form S-3 under the Securities Act of 1933 as amended
(the "Securities Act"). As permitted by the rules and
regulations of the Commission, this Prospectus does not contain
all of the information set forth in the Registration Statement
and exhibits thereto which Cycomm has filed with the Commission
and to which reference is hereby made.
Cycomm furnishes or makes available to its shareholders
annual reports containing financial and other information.
Cycomm also from time to time furnishes to its shareholders other
reports containing information about material corporate
developments. The annual reports contain financial information
that has been examined and reported upon, with an opinion
expressed by, independent certified public accountants. Such
reports will be provided upon request to Cycomm.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Cycomm's annual report on Form 10-KSB for the fiscal year
ended May 31, 1996, as previously filed by Cycomm with the
Commission pursuant to the Exchange Act, is incorporated by
reference in this Prospectus.
All other documents subsequently filed by Cycomm with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of the offering covered by
this Prospectus shall be deemed to be incorporated by reference
herein and to be part hereof from the date any such document is
filed. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein, or in any other
subsequently filed document which also is, or is deemed to be,
incorporated by reference herein, modified or supersedes that
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Cycomm will provide without charge to each person to whom a
Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents that are
incorporated by reference herein (other than exhibits to such
documents which are not specifically incorporated by reference
into such documents). Requests should be directed to Corporate
Secretary, Cycomm International Inc., 1420 Springhill Road, Suite
420, McLean, Virginia; telephone (703) 903-9548.
No person has been authorized to give any information or to
make any representation not contained in or incorporated by
reference in this Prospectus, and, if given or made, such
information or representation not contained herein must not be
relied upon as having been authorized. This Prospectus does not
constitute an offer to sell, or the solicitation of an offer to
purchase, any of the securities offered by this Prospectus, in
any jurisdiction to or from any person to or from whom it is
unlawful to made such offer or solicitation of an offer, or proxy
solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor the issuance or sale of any securities hereunder
shall under any circumstances create any implication that there
has been no change in the information set forth herein since the
date hereof or delivered and incorporated by reference herein
since the date hereof.
<PAGE>
<TABLE>
TABLE OF CONTENTS
<S> <C>
PAGE NUMBER
PROSPECTUS SUMMARY 4
RISK FACTORS 4
BUSINESS 5
THE OFFERING 12
USE OF PROCEEDS 13
PLAN OF DISTRIBUTION 13
SELLING SECURITY HOLDERS 13
DESCRIPTION OF SECURITIES 14
EXPERTS 15
LEGAL MATTERS 15
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 16
</TABLE>
<PAGE>
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by
the more detailed information and financial statements and notes
thereto appearing elsewhere in this Prospectus.
THE COMPANY
Cycomm International Inc., a Wyoming corporation ("Cycomm"),
through its subsidiaries and interests in other corporations,
designs and develops privacy products for the telecommunications
industry and government, particularly for voice, data, and fax
landline and wireless systems. In addition, Cycomm designs,
develops and manufactures secure and ruggedized computing
products. Cycomm's principal business is carried out by its
subsidiaries and Cycomm performs administrative functions. Unless
the context otherwise requires, references in the Prospectus to
"Cycomm" refers to Cycomm International Inc. and its subsidiaries
and interests in other corporations.
Cycomm has four active, wholly owned subsidiaries consisting
of (i) Cycomm Corporation, an Oregon corporation ("Cycomm U.S."),
(ii) XL Computing Corporation, a Delaware corporation ("XL
Computing"), (iii) XL Computing Canada, Inc., a Quebec
corporation ("XL Computing Canada") and (iv) Val-Comm, Inc., a
New Mexico corporation ("Val-Comm"). Cycomm also has a 25.5%
interest in Sistemas de Recepcion de Satelite Galactica C.A.
("Galactica"). See "Business."
Cycomm's principal executive offices are located at 1420
Springhill Road, Suite 420, McLean, Virginia 22102, and its
telephone number is (703) 903-9548.
RISK FACTORS
The securities offered by this Prospectus are speculative
and involve a high degree of risk. Prospective investors should
carefully consider the following factors before purchasing the
securities offered hereby.
Lack of Profits and Auditors' Going Concern Disclosure.
Since the commencement of its business operations in 1986,
Cycomm has experienced a history of losses. Cycomm has been
engaged primarily in the design and development of cellular
privacy products since 1990 and, accordingly, has not received
any significant revenues. For the fiscal years ended May 31,
1996, 1995 and 1994, Cycomm incurred losses of $7,784,605,
$4,630,446, and $9,061,502, respectively. As a result of
Cycomm's significant losses and negative cash flows from
operations, Cycomm's ability to continue as a going concern is
uncertain and is dependent upon achieving a profitable level of
operations.
Dependence Upon Telecommunications Privacy Products for Revenues.
Cycomm believes that there will be a demand for
telecommunications privacy products. Further, in light of media
stories publishing cellular telephone conversations involving
famous individuals, Cycomm believes that security concerns
involving cellular transmission have increased. As a result,
cellular service carriers and independent cellular telephone
dealers have indicated the need for telecommunication privacy
products, including Cycomm's privacy products. Since Cycomm
U.S.'s products all relate to securing telephone conversations
and data transmissions, Cycomm U.S. will not meet its business
objectives in the event that sales of products do not
materialize.
Potential Additional Capital Requirements; Dependence on Equity
and Debt Financing to Fund Operations.
Cycomm has experienced significant operating losses and has
not yet achieved a level of profitable operations. In the event
that Cycomm is unable to generate adequate cash flows, Cycomm may
be required to seek additional financing to complete its business
objectives. If additional capital is necessary, Cycomm does not
anticipate that it will raise such capital through registered,
public offerings. Cycomm, traditionally, has raised capital
through the private placement of its equity and debt securities
and anticipates that it will raise additional capital in the same
manner, if necessary. No assurance can be given that Cycomm will
be able to raise such additional financing. Failure to obtain
additional working capital in a timely manner could have a
material adverse effect on Cycomm, its operations, financial
results and prospects. In the event Cycomm is required to raise
<PAGE>
additional capital through private placement of its securities,
such placement of securities will have the effect of diluting
existing shareholders of their ownership interest in Cycomm.
Competition.
The secure communications market is highly competitive and
subject to rapid technological advances. Cycomm's future success
is dependent on obtaining technological superiority in its
products, its ability to upgrade its products from time to time
and its ability to respond to technological change in the
communications industry. The entry of large established
telecommunications equipment suppliers or consumer electronics
manufacturers into the market segments targeted by Cycomm could
negatively affect Cycomm's competitive position. Further, there
can be no assurance that other companies will not adopt
technology which is similar or equally as effective as those
adopted by Cycomm or that new technology will not render Cycomm's
current technology obsolete.
Intellectual Property Protection.
Cycomm has or has applied for patent protection for certain
of its principal proprietary technologies. There can be no
assurance that the patent applications will be successful, that
any patents issued are or will be valid, or that others will not
develop functionally equivalent or superior technology that does
not infringe on Cycomm's patents. There can also be no assurance
that Cycomm's existing patents will go unchallenged or that non-
disclosure and confidentiality agreements with employees and
others will provide meaningful protection for Cycomm's trade
secrets. In addition, Cycomm's commercial success may depend on
its future products not infringing on the intellectual property
rights of others. If any of its products infringes on such
rights, Cycomm may be required to obtain a license from the
holder of the intellectual property rights in order to make, use
or sell the product in the jurisdiction in which the infringement
occurs. There can be no assurance that such license will be
available to Cycomm on acceptable terms, if at all. If not,
Cycomm may be prohibited from manufacturing or selling the
infringing product in the jurisdiction of infringement, and may
be forced to commit substantial resources to patent infringement
litigation. In either event, this could have a material adverse
effect on Cycomm's business, results of operations and business
prospects.
Fluctuation of Stock Price.
Cycomm's Common Shares are listed on AMEX and ASE and have
traded between $7.31 and $2.88 on such exchanges, during the
twelve month period ended October 31, 1996. In addition, in
recent years the stock market in general, and the market for
shares of small capitalization stock in particular, have
experienced price fluctuations. As a result, factors such as
Cycomm's and its competitors' announcements, including products,
patents, technology, strategic alliances and financial results
could cause the price of Cycomm's Common Shares to fluctuate
substantially.
BUSINESS
Cycomm, through its subsidiaries and interests in other
corporations, designs and develops security products for the
telecommunications industry and government, particularly for
voice, data, and fax landline and wireless systems. Cycomm's
principal business is carried out by its subsidiaries and Cycomm
performs administrative functions. Cycomm receives revenues from
the sale of cellular privacy products to distributors of cellular
telephones and cellular service carriers, and from the
development and sale of certain telecommunications equipment for
high-security clearance U.S. governmental agencies.
Cycomm was formed on April 30, 1986, under the laws of
the Province of Ontario, by the amalgamation of Webbwood Mobile
Home Estates Limited and its wholly-owned subsidiary 658676
Ontario Limited. After undergoing several name changes to
reflect various business ventures, Cycomm entered the
telecommunications industry in May 1990 and changed its name to
Cycomm International Inc. on February 20, 1992. Effective
November 1, 1995, Cycomm redomiciled and continued under the laws
of the State of Wyoming.
Cycomm has four active, wholly owned subsidiaries
consisting of Cycomm U.S., XL Computing, XL Computing Canada,
and Val-Comm, Inc. Cycomm also has a 25.5% interest in Galactica
a Venezuela company engaged in the business of developing
cellular telephone systems in Venezuela.
<PAGE>
Cycomm's principal executive offices are located at
1420 Springhill Road, Suite 420, McLean, Virginia 22102, and its
telephone number is (703) 903-9548.
Subsidiaries
Cycomm U.S. Located in Portland, Oregon, this wholly-owned
subsidiary provides security through both encryption and
scrambling of voice and facsimile signals for the wireless and
wireline telecommunications industry. Cycomm U.S. is a leader in
cellular security products and is developing new technologies to
meet the rapid expansion of wireless applications and customer
demands.
On March 15, 1995, as amended on April 11, 1995, Cycomm
U.S., entered into an agreement with Datotek, Inc. ("Datotek"), a
wholly owned subsidiary of AT&T Corp. ("AT&T"), under which
Cycomm U.S. acquired certain assets and products of Datotek's
Advanced Cellular Privacy System ("ACPS") business. ACPS is an
analog-based scrambler system which provides privacy for cellular
communications. Cycomm U.S. also obtained a five-year exclusive
license for the use of ACPS technology and certain licenses,
agreements, customers and sales contracts of ACPS. AT&T will
support the integration of ACPS's existing systems into Cycomm
U.S.'s privacy products. AT&T also granted Cycomm U.S. a non-
exclusive, royalty-free license for its current and future
Telephone Security Device ("TSD") technology which is currently
used in AT&T's wireless and wireline products. Cycomm U.S. will
utilize the TSD technology in its existing and future cellular
telephone privacy systems in order to make them compatible with
AT&T's current and future TSD-encrypted voice systems.
Total consideration for the acquisition was $1,617,500 and
consisted of $250,000 cash, a $430,000 promissory note payable
and $100,000 Common Shares of Cycomm with an assigned value of
$937,500.
XL Computing. Effective March 15, 1996, Cycomm entered into
a Stock Purchase Agreement by and among Cycomm and XL Vision,
Inc. ("XLV") and XL Computing whereby Cycomm acquired 100% of the
outstanding stock of XL Computing from XLV for an aggregate
purchase price of $5,785,165.
XL Computing is based in Sebastian, Florida and is engaged
in the design, manufacturing, sale and support of secure,
ruggedized, TEMPEST specified (TEMPEST is the classified standard
for securing computer equipment and peripherals), computer and
communication equipment for niche markets worldwide. XL
Computing presently employs 85 people, all located at its
Sebastian, Florida facility, a 44,000 square feet leased complex.
The lease expires on March 12, 2001, with two options to extend
the lease for five years, respectively.
Cycomm acquired 100% of the outstanding stock of XL
Computing in exchange for cash of $2,000,000, a promissory note
in the amount of $635,165 payable in installments with a balloon
payment to be made on December 31, 1996, 30,000 shares of Series
A Convertible Redeemable Preferred Stock ("Series A Preferred
Stock") valued at $3,000,000 and acquisition costs of $150,000,
for an aggregate purchase price of $5,785,165. Cycomm also
granted XL Warrants to purchase 500,000 Common Shares of Cycomm
at $3.75 per share. See "Description of Securities - XL
Warrants." In March 1996, Cycomm issued a series of convertible
debentures, and received gross proceeds of $1,800,000 to Cycomm;
such proceeds were used to fund the cash portion of the XL
Computing acquisition.
XL Computing Canada, Inc. On June 3, 1996, Cycomm
incorporated 9036-8028 Quebec, Inc., a wholly-owned subsidiary,
for the sole purpose of acquiring certain assets of M3i
Technologies Inc. and M3i Systems Inc. (collectively, the
"Seller"). On June 21, 1996, Cycomm completed the Asset Purchase
Agreement by and among Cycomm and 9036-8028 Quebec, Inc.
(collectively, the "Buyer") and the Seller whereby the Buyer
acquired substantially all of the assets of the Seller, for an
aggregate purchase price of a maximum of $5,000,000. Seller
designs and markets ruggedized mobile computing and
communications systems primarily to the utility and public safety
markets. The principal product of XL Canada is PCMobile, a
ruggedized portable RF ready computer currently being sold into
the state and local public safety markets.
The maximum purchase price of $5,000,000 consisted of
$1,000,000 in cash and up to $4,000,000 in Common Shares of
Cycomm, payable on a quarterly basis at the average current
market price for the quarter of issuance. The amount of Common
Shares is subject to earn-out provisions based on the achievement
of certain unit sales volumes for a five year period. The earn-
out provisions will be fully satisfied upon Cycomm recording
approximately $31,000,000 in revenues from the sales of computer
units. Subsequent to completing the transaction, Cycomm changed
the name of 9036-8028 Quebec, Inc. to XL Computing Canada Inc.
<PAGE>
XL Canada expanded Cycomm's ruggedized computer product line
by adding state, local and commercial markets to XL Computing's
core government and military business. In addition, by
integrating the secure communications technology of Cycomm and
utilizing the design and manufacturing capabilities of XL
Computing, significant cost advantages will be achieved as the
PCMobile line begins full-scale production.
Val-Comm, Inc. Val-Comm is a communications, engineering
and consulting company, located in Albuquerque, New Mexico, which
provides feasibility studies for possible development projects
and custom communications equipment developed for classified U.S.
government agencies. These activities can include prototype
development but generally involve the modification of one or more
products available from unrelated companies into an integrated
communications system to meet its clients' requirements. Such
work involves classified U.S. government contracts for which Val-
Comm maintains U.S. government facilities security clearances.
Val-Comm has a complementary engineering capability and a
high level security clearance which enables it to contract on
U.S. government projects requiring such levels of security
clearance. On March 27, 1996, the Voting Trust governing Val-
Comm was dissolved subsequent to Cycomm's continuance from the
province of British Columbia to the State of Wyoming.
Sistemas de Recepcion de Satelite Galactica C.A. Cycomm
entered into a Stock Purchase Agreement with Corporation Inc.,
S.A., a subsidiary of Inelectra, S.A. ("Inelectra") on October
29, 1993 and acquired a 25.5% interest in Galactica. Inelectra
is a large diversified Venezuelan corporation with interests in
engineering and construction as well as the telecommunications
industry. Galactica is a telecommunications systems integration
and distribution company located in Venezuela, which specializes
in the design, supply, installation and maintenance of digital
telecommunications networks for voice, data and video through the
use of digital links (microwave, UHF, satellite and fiber optics)
as well as television reception and retransmission systems
utilizing satellites in UHF-VHF bands. CANTV, the Venezuelan
national telephone company, has advised a consortium of
companies, of which Galactica is a member, that it has been
selected as one of the few groups to act as a primary supplier of
outside plant telecommunications and related equipment to CANTV.
In April 1994, Corporation Inc. S.A. purchased the remaining 49%
of Galactica, giving Inelectra majority control with a 74.5%
interest.
Cycomm does not anticipate any future funding requirements
in connection with its equity investments in Galactica and will
continue to focus on developing its current relationships and
investments to position the Cycomm in South America.
Market for Cycomm 's Products and Services
General. Cellular telephone service is a form of
telecommunications designed to provide high quality wireless
telephone service to a large number of simultaneous users from
hand held, vehicle mounted or fixed radio telephones. Cellular
telephones are designed to meet the growing demands of an
increasingly mobile society and allow people to have
instantaneous communications for business, pleasure or safety.
In the United States, Europe and other developing areas the
construction and use of cellular systems during the past five
years has accelerated and is expected to continue for the next
ten years until the next generation of technologies is
commercialized.
Wireless Security. Beginning in the early 1990's, public
awareness of the ease of unauthorized cellular telephone
monitoring increased. A radio scanner available from consumer
electronic stores can be easily modified to receive all cellular
bands, thus allowing users' telephone calls to be intercepted.
Cellular conversations generally take place within a single cell
site, so cell site switching offers little, if any, additional
protection.
Cycomm's full line of products provide an array of
protection against unwanted eavesdropping on calls and is a
critical protection to business, governmental and professional
groups which need to protect industrial secrets and clients'
confidential information. Cycomm's sophisticated voice privacy
technology scrambles or encrypts the cellular and landline calls
so that all an eavesdropper hears is garbled speech.
Voice Security Systems. Cycomm began to develop its
cellular security products in response to security concerns.
Cycomm believes that the commercial success of its cellular
security products depends upon both the level of security and
voice quality such products provide. Commercial security
products must balance the degree of security provided by encoding
of speech with the decoded voice quality of such speech. Cycomm
<PAGE>
believes that the best product is a security product that would
make it difficult and prohibitively expensive to intercept a
conversation while maintaining voice quality at such a level that
the user finds it difficult to discern any degradation compared
to normal cellular usage. Cycomm's voice security products are
designed to balance the need for security with the desire for a
high level of voice quality.
Computer Security. Computers, monitors, keyboards, printers
and related peripherals produce emissions that can be intercepted
with relatively inexpensive equipment through the building
structure from various distances. In this regard, it is possible
to obtain the content being inputted or transmitted on such
computers or related peripherals.
Cycomm manufacturers a full line of TEMPEST and EMI (Electro-
Magnetic Interface) computers, both stationary and portable and
related products that protect against the interception of
emissions.
Ruggedized Computers. Off the shelf computers are designed
to be operated in stable, controlled environments, such as
offices or homes. As end user applications demand mobile
computing, traditional computers will not operate or are
susceptible to damage under harsh conditions. The growing market
for value added ruggedized computers has paralleled the growth in
mobile computing requirements, applications and end users.
Cycomm manufactures a full line of ruggedized computers and
peripherals for operation under harsh environments. This
ruggedized technology is an extension of the TEMPEST and EMI
manufacturing process from which Cycomm produces a product line
that is both rugged and TEMPEST compliant.
Cycomm's Business Strategy
Cycomm. Cycomm has focused on three segments of the
communications and security market: 1) voice and data network
providers; 2) hardware manufactures; and 3) value-added computer
and telecommunications systems providers. It also has pursued a
strategy of alliances with other segments of the computing and
telecommunications industry to commercialize applications of its
technologies to meet other emerging security requirements.
Included in this strategy is the Fall 1996 roll out of its
"Slice" CSD (cellular security device) technology developed with
Bell Laboratories and resold by Lucent Technologies, Inc.
("Lucent").
Cycomm's marketing strategy envisions the installation by
the various cellular carriers of Cycomm's Privacy Rack Mobil
Telephone Switching Office ("MTSO"), which allows any cellular
telephone call to be sent in scrambled form over the air without
the need for special decoders at the receiving telephone end.
Currently, Cycomm has installed more than 30 cellular security
systems in various cities in North America, Mexico and Africa.
Sales of Cycomm cellular security products, primarily MTSOs, have
been made to major cellular service carriers throughout North
America, including Bell Cellular of Canada, McCaw Cellular
Communications, Inc. (now AT&T Wireless) through its various
Cellular One subsidiaries, Bellsouth Cellular Corp., Rochester
Mobile, Air Touch, Southern New England Bell, Alltel Cellular and
Nynex Cellular.
In addition, Cycomm believes that the establishment of an
800 number privacy service through its PrivaCall Network
("PrivaCall") will supplement the cellular carriers' service
offering. An 800 number privacy service will allow a subscriber,
having a Cycomm privacy device on the cellular telephone, to call
an 800 number while roaming outside the owner's home area. The
radio link between the cellular phone and PrivaCall's facility is
secured while the signal to the called phone is in the clear.
Currently, the majority of cellular service carriers in the
United States utilize analog transmission and industry
projections are that analog backbone systems will continue to
dominate the market for the next five years. As digital cellular
systems continue to grow, the industry is expected to operate in
a dual-mode phase with products that will incorporate both analog
and digital capability. During this phase the analog portions of
user's calls will continue to be protected by the use of security
technologies and products installed in, or attached to, such dual-
mode phones. Cycomm has developed the Slice CSD technology as a
platform to provide security for voice, fax and data
transmissions that utilize digital cellular service.
XL Computing and XL Canada. XL Computing's primary
customers are the United States and foreign governments; XL
Canada targets police and fire, other local and state public
safety agencies, and the commercial, industrial and utility
markets. These companies have fourteen full time sales persons.
<PAGE>
While some direct sales are made, the majority of revenues are
generated by systems integrators, other third party resellers,
vendors and Original Equipment Manufacturers ("OEM"). A
substantial portion of revenues is derived from foreign
customers, which is expected to continue and grow.
Cycomm's Product Line and Services
Cycomm has developed the Series 300 Privacy system as an
integrated set of products that, working together, provide a
complete privacy solution for individuals, corporations and
cellular carriers. Individual needs are addressed through
privacy units for cellular phones that secure communication from
cellular phone to cellular phone, or cellular phone to landline
phone, with no involvement or support from the cellular carrier.
In this case, each user must have a privacy unit on their phone.
Corporations use the Privacy Rack to secure calls into a building
switch board or PBX, negating the requirement to have a privacy
unit on each phone in the building. In this case, calls are
secure from the cell phone to the PBX. Finally, the MTSO Privacy
Rack is available for cellular carriers to incorporate into their
switching equipment and offer a privacy service to their
subscribers. With the carrier service, each individual cellular
subscriber need only purchase one device for their cell phone.
They are able to call anyone through the carrier's service, with
no need for the called party to have a privacy unit on their
phone, and still have a secure cellular line.
Handheld Privacy Unit or HPU-300 ("Slice HPU"). The Slice HPU
provides voice privacy for the Motorola MicroTACo series of hand-
held cellular telephones using signal scrambling technology. The
Slice HPU attaches easily between the MicroTAC telephone and the
battery. Privacy is activated and deactivated from the phone
keypad, providing flexible operation and protection of sensitive
information.
Cellular Privacy Unit or CPU-300 ("CPU"). The CPU is a small box
that connects between the handset and the phone transceiver of
many mobile and transportable cellular phones, such as car phones
and bag phones. Privacy is activated and deactivated through the
hand-set keypad.
Cellular Security Device ("Slice CSD"). The Slice CSD
incorporates voice encryption security in a Cycomm Slice package
for the Motorola MicroTAC line of cellular phones. The Slice CSD
uses Lucent Surityo encryption technology, acquired from Lucent
in 1995, and is compatible with Lucent's TSD 3600 family of
products. Over 10,000 TSDs are installed in various agencies of
the US Government. The Slice CSD has been under development
since late 1995 with contract support from Bell Laboratories, and
began initial shipments in August 1996.
Telephone Privacy Unit or TPU-300 ("TPU"). This is a landline
telephone version of the CPU. It attaches to a landline
telephone simply by plugging the telephone into the TPU and then
plugging the TPU into the telephone wall outlet. It allows
private communications to take place between cellular and
landline telephones or between landline telephones without the
necessity for the cellular service provider having installed an
MTSO Privacy Rack.
MTSO Privacy Rack. This is a standard 19-inch telephone rack
with power supplies and digital network interface modules which
would be purchased by the cellular service carrier. It is a
universal platform that connects to the 24-channel digital
telephone network in North America (in its 24-channel form) or to
the 30-channel format used in Europe and other parts of the world
(in its 30-channel form). The MTSO rack holds up to 24 voice
privacy cards. Multiple racks may be used for larger customer
bases. The digital interconnect is accomplished via the T-1, 24
Channel Digital Interface Module. Cycomm has also developed a
modified version of the MTSO Privacy Rack, for use by Regional
Bell Operating Companies to satisfy their requirements for
providing cellular security service connections.
PrivaCall Network. PrivaCall provides secured roaming or 800-
number communications by exclusively utilizing Cycomm's privacy
products. PrivaCall utilizes a customized version of Cycomm's
MTSO Privacy Rack equipment to allow telephone users with
Cycomm's privacy products to place secure cellular telephone
calls anywhere in North America by dialing a special 800 number.
Any user of the service can place a secure cellular or landline
telephone call to another party without that called party having
a decoding device at the receiving end. As with the MTSO
equipment developed by Cycomm for cellular service carriers, the
cellular transmission is protected from unauthorized monitoring
and the call is transferred in a decoded format over the
telephone line portion of the communications link from the MTSO
to the called party.
<PAGE>
Cycomm views the PrivaCall operation as a key marketing
service since it can be utilized anywhere, is cost effective to
the customer and requires no interaction with a particular
cellular service carrier. Cycomm also believes this concept
provides an enhancement to the services provided by cellular
service carriers who have purchased Cycomm's MTSO privacy
products for local city areas as these carriers, acting as re-
sellers for such 800 privacy services, can now offer roaming
capabilities outside their own protected MTSO territories.
XL Computing and XL Canada Product Lines and Services
XL Computing and XL Canada manufacture and sell a complete line
of computers and peripherals from a ruggedized laptop computer to
an "office in a suitcase" for the Mobile Field Office market that
incorporates Cycomm's encryption technology. Transmission
options include both wired and a variety of wireless modes
including satellite links. Security options range from encryption
to a "TEMPEST" configuration.
TEMPEST Pentium Computer. The TEMPEST Pentium Computer (486KT)
incorporates an Intel Pentiumo microprocessor into the industry
standard ISA/PL1 bus packaged TEMPEST 205P Cabinet. This unit
has been tested to meet NSTISSAM TEMPEST - 1/92 and AMSG emission
specifications.
TEMPEST Laptop Computer. The TEMPEST laptop computer
incorporates an Intel 486DX41100 driven laptop computer into an
aluminum alloy case. The 486LT is significantly more rugged than
commercial units and will meet the strictest TEMPEST
requirements.
TEMPEST Inkjet Printer. The 3414T is the TEMPEST version of the
popular Hewlett Packard 320 Inkjet Printer. Monochrome and color
versions are available. The 3414T supports 3OOdpi (color) at up
to 3 pages per minute.
TEMPEST Monitors. XL Computing offers a full line of ruggedized
TEMPEST and EMI compliant monitors. The EMI and TEMPEST designs
use a combination of containment and suppression techniques that
retain the OEM cabinetry. A high quality OCLI glass screen with
anti-reflective coating is incorporated into the display
providing maximum resolution and brightness.
Rugged Laser Printer. The 3418T deskjet printer meets and
exceeds standards for printing in the military environment. The
3418T based on the popular Deskjet 340 from Hewlett Packard, is
shock isolated to accommodate the shock and vibration of the
severe military platform. It is also shielded to meet EMI/RFI
(and TEMPEST) requirements of these demanding applications. The
rugged design allows for easy access to all OEM functionality,
while providing a high degree of protection required in the harsh
environment to which it will be exposed. This printer has been
engineered to survive the shock and vibration environmental
extremes found in ground-mobile and shipboard applications. The
rugged printer offers performance identical to the commercial
version of the printer. Modular construction and ease of access
to all LRUs (line replacable units) supports an MTTR (mean time
to repair) of less than 30 minutes.
Mobile Field Office Systems. The rugged mobile imaging and
communications system ("MICS") is a portable office that fits
into a lightweight, rugged, suitcase-type carrier suitable for
commercial travel. This self-contained system is easily taken
into harsh field environments and provides personnel with the
capability to accomplish their data collection and transmission
tasks using landline, cellular and satellite communications with
state-of-the-art technology in the military environment.
Standard peripherals include a ruggedized computer (486 or
Pentium driven) a removable hard disk drive, modem, fax card,
cellular phone, printer, scanner, and a battery backup. A
digital camera is an optional feature allowing the operator to
take pictures or collect data and immediately transfer it to
other users or a central location.
PCMobile 486. The PCMobile 486 is a "ruggedized" mobile computer
specifically developed for optimal mobility, flexibility and
performance under severe operating conditions. It is ideal for
field service and public safety. The PCMobile is certified to be
used almost anywhere, performing reliably in spite of extreme
conditions. The rugged magnesium housing makes the PCMobile
spill and shock-proof and preserves the unit's structural
integrity even at high temperatures. The light blue casing
reflects rather than absorbs light, helping to maintain the
electronic circuitry at lower operating temperatures. Rubber
gaskets are fitted around door openings and between case mating
parts. All external connectors have been rain-tested. The
PCMobile also stands up to vibration and meets the standards for
protection from electrostatic discharge.
<PAGE>
Recent Developments
In September 1996, Cycomm issued $400,000 of 10% convertible
debentures due September 30, 1998, which are convertible at the
option of the holder into Common Shares of Cycomm at the lesser
of $4.80 per share or a range of 80% to 82% of the average
closing bid of Cycomm's Common Shares as reported by the American
Stock Exchange for five consecutive trading days prior to
conversion. The debentures are fully eligible for conversion
after February 2, 1997.
In October 1996, Cycomm completed a private placement of
155,000 Common Shares for gross proceeds of $589,000.
Reliance Upon Certain Customers/Suppliers
Although Cycomm relies on a limited number of companies to
manufacture its products, it believes that the specific parts
employed in the manufacturing process are available from a
variety of suppliers. Further, management believes that
additional manufacturing sources could be found if necessary.
Cycomm is not dependent upon any single customer that
purchases its products. Sales to three major customers comprise
25%, 20% and 9% respectively, of sales for the year ended May 31,
1996. Sales to one major customer amounted to 20% of sales for
the year ended May 31, 1995.
Research and Development
During fiscal 1996 and 1995, Cycomm spent $749,041 and
$428,391 respectively, on research and product development,
primarily for development of products complementary to the
existing line of cellular voice privacy products. Cycomm
anticipates additional research and development expenditures on
future development of products.
Environmental Issues
Compliance cost with environmental laws has not been
material and is not expected to materially adversely affect the
business of Cycomm.
Employees
Cycomm currently employs approximately 143 people, of which
approximately 125 are employed in the United States and 18 in
Canada. Approximately 16 employees work in customer sales and
service, 22 work in administration, 30 work in research and
development and 65 employees work in manufacturing.
Patents
Cycomm has or has applied for patent protection for certain
of its principal proprietary technologies. There can be no
assurance that the patent applications will be successful, that
any patents issued are or will be valid, or that others will not
develop functionally equivalent or superior technology that does
not infringe Cycomm's patents. There can also be no assurance
that Cycomm's existing patents will go unchallenged.
Cycomm is the assignee of U.S. Patent No. 4,864,566 issued
on September 5, 1989, entitled "Precise Multiplexed Transmission
and Reception of Analog and Digital Data Through a Narrow-Band
Channel." This patent covers the basic synchronization that makes
it possible to achieve a certain level of voice quality and
security. Cycomm voice privacy products are partially protected
by this patent because an adaptation of the synchronization
technique is used. Furthermore, protection is enhanced by using
large amounts of microcode embedded in microprocessor chips that
are dependent upon semi-custom gate array circuits. Both
microcode and circuits are proprietary.
On May 14, 1996, Cycomm received, as assignee, U.S. Patent
No. 5,517,683 entitled "Conforment Compact Portable Cellular
<PAGE>
Phone Case System and Connector." The patent covers Cycomm's
Slice packaging and functionality, as it applies to a number of
potential applications for the Motorola MicroTAC line of cellular
phones. Cycomm's current Slice products, the Series 300BPU and
Series 500 CSD, now have full patent protection. Management
plans to pursue new products and licensing opportunities to
exploit the Slice technology, and to protect against any
infringement of the Slice patent claims.
Cycomm uses a voice scrambling, privacy technique referred
to as "Variable Split Band Inversion." The technique is not
patented by Cycomm since it is a known technique and Cycomm
purchases the integrated circuit presently utilized from a third-
party vendor. However, any usage of a scrambling method over a
communications network is difficult to implement while retaining
good speech quality when the speech is decoded at the remote end
of the conversation. Cycomm's proprietary technology is used in
conjunction with this scrambler integrated circuit to accomplish
the task of bringing decoded voice quality up to a level
acceptable to the general business user. Management believes
that the lack of patent protection does not present a material
risk to Cycomm because it is better protected with proprietary
means since Cycomm believes that other competitors may try to
avoid the patent procedure through the use of different circuits
or software.
Cycomm is the assignee of U.S. Patent No. 4,972,479 issued
on November 20, 1990 entitled "Method and Apparatus for Providing
Privacy/Security in a Communication System" (the "Patent"). The
Patent covers apparatus and methods for providing privacy on
communications systems which include radio links in a manner
which does not require both a scrambler and descrambler at each
called party location. This allows the cellular user to route
calls in encrypted form through a central location and then on to
the called party in decoded form without the necessity of routing
the call through a cellular service carrier's MTSO. In addition,
Cycomm owns certain trademarks in the marketing of Cycomm's
cellular and telephone voice privacy products.
Regulatory Approvals
Cycomm's products are subject to approval by the Federal
Communications Commission (the "FCC") in the United States. The
FCC requires that products not exceed certain levels of radio
wave emanation so that they will not interfere with other
electronic equipment. Furthermore, telephone products must meet
certain standards for interfacing into the telephone line, such
as impedance matching and isolation. All of the Cycomm products
have received FCC approval for both radiation and telephone
connection.
In general, the FCC approval processes is objective.
Product designs are required to meet these objective criteria and
specifications. In the event that a Cycomm privacy product fails
a test, the production of the product will be delayed.
To date, Cycomm has been able to comply with all government
requirements without incurring significant costs. However,
Cycomm cannot determine the extent to which future earnings may
be affected by new legislation or regulations affecting its
industry.
Competition
The markets for privacy and encryption products and secure
and rugged computing are niche value added markets. As the
markets grow and/or Cycomm is successful, it is anticipated that
competitors will enter these markets. Such competitors, who may
be bigger and better capitalized than Cycomm, will face
significant cost and time commitments necessary to compete
directly with Cycomm. In this regard, Cycomm believes that its
focus on niche markets of which it has developed various
strategic relationships, its proprietary technology and the
uncertainty of the developing markets barriers to entry against
competitors.
THE OFFERING
The securities covered by this Prospectus are to be offered
and sold from time to time by and on behalf of the persons
referred to herein as "Selling Security Holders" and whose names
and holdings are set forth under "Selling Security Holders."
Cycomm will not receive any proceeds from the sale of Common
Shares, XL Warrants, CRG Options or Wall Street Warrants and will
bear all of the expenses of the offering. The Selling Security
Holders will receive all sales proceeds and will not bear any of
the offering expenses. Cycomm will receive an aggregate of
$1,898,750 upon the exercise of the XL Warrants and Wall Street
Warrants.
As of October 11, 1996, there were 7,617,087 Common Shares
of Cycomm issued and outstanding. Assuming exercise of all the
XL Warrants, CRG Options and Wall Street Warrants and issuance of
all underlying shares to be sold by the Selling Security Holders,
<PAGE>
there will be 9,004,065 Common Shares of Cycomm issued and
outstanding. See "Description of Securities."
USE OF PROCEEDS
Assuming all of the XL Warrants and Wall Street Warrants are
exercised, Cycomm will receive $1,898,750 before deducting
expenses associated with this offering of approximately $36,574.
Cycomm intends to use the proceeds from the exercise of warrants
for working capital and for general corporate purposes.
Cycomm will not receive any proceeds upon the sale of Common
Shares by the Selling Security Holders.
PLAN OF DISTRIBUTION
Cycomm will receive proceeds upon the exercise of the XL
Warrants and Wall Street Warrants, but will not receive any
proceeds from the sale of the Common Shares. See "Use of
Proceeds."
Under the Exchange Act, any person engaged in a distribution
of the Common Shares offered by this Prospectus may not
simultaneously engage in market making activities with respect to
the Common Shares during the applicable "cooling off" period
prior to the commencement of such distribution. In addition, and
without limiting the foregoing, the Selling Security Holder will
be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder including, without limitation,
Rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of Common Shares by the Selling Security
Holder. The applicable provisions of the Exchange Act and the
rules and regulations thereunder may affect the marketability of
the Common Shares and the ability of any person to engage in
market making activities for the Common Shares.
With regard to the Common Shares offered by Selling Security
Holders, such shares may be sold on the AMEX or ASE or in private
transactions at prices to be determined at the time of sale.
Such Common Shares may be offered through broker-dealers, acting
on the Selling Security Holder's behalf, who may offer the Common
Shares at then current market prices. Any sales may be by block
trade. The Selling Security Holders and any brokers, dealers or
others who participate with the Selling Security Holders in the
distribution of such Common Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any
commissions or fees received by such persons and any profit on
the resale of such shares purchased by such person may be deemed
to be underwriting commissions or discounts under the Securities
Act. The Selling Security Holders may sell all or none of the
Common Shares. Cycomm will not receive any proceeds from the
sale of the Common Shares by the Selling Security Holders.
SELLING SECURITY HOLDERS
The following table identifies Selling Security Holders as of
October 31, 1996, and indicates (i) the number of Common Shares
beneficially owned by the Selling Security Holders, (ii) the
amount to be offered for the Selling Security Holders' account,
and (iii) the number of shares and percentage of outstanding
shares of Common Shares to be owned by Selling Security Holders
after the sale of the Common Shares offered by each Selling
Security Holder pursuant to this Offering.
<TABLE>
<CAPTION>
Beneficial Shares Beneficial Shares
Name of Selling Owned Prior to Shares to be Owned After
Security Holder Offering Sold Offering
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
XL Vision, Inc. 1,300,000 16.5% 1,300,000 -0- -0-
Midcomm, Inc. 76,978(1) * 76,978 -0- -0-
Donald Kirsch 7,500(1) * 7,500(2) -0- -0-
Anapol, Schwartz,
Weiss & Cohen, P.C.2,500(3) * 2,500(4) -0- -0-
___________________
* Less than 1%
</TABLE>
<PAGE>
(1) Includes 3,750 Common Shares issuable upon exercise of the
Wall Street Warrant issued to Mr. Kirsch . See "Description of
Securities."
(2) Assuming exercise of the Wall Street Warrant issued to Mr.
Kirsch. See "Description of Securities."
(3) Includes 1,250 Common Shares issuable upon conversion of the
Wall Street Warrant issued to Anapol, Schwartz, Weiss & Cohen,
P.C. See "Description of Securities."
(4) Assuming exercise of the Wall Street Warrant issued to
Anapol, Schwartz, Weiss & Cohen. See "Description of
Securities."
DESCRIPTION OF SECURITIES
Common Shares
Cycomm is authorized to issue an unlimited number of Common
Shares, without par value, of which 7,617,087 were outstanding as
of October 11, 1996, and an unlimited number of Preference
Shares, without par value, issuable in series.
All issued and outstanding Common Shares are, and the Common
Shares to be issued upon the exercise of the XL Warrants and Wall
Street Warrants will be, fully paid and non-assessable. Each
holder of record of Common Shares is entitled to one vote for
each Common Share so held on all matters requiring a vote of
shareholders, including the election of directors. There are no
preferences, conversion rights, preemptive rights, subscription
rights, or restrictions or transfers attached to the Common
Shares. In the event of liquidation, dissolution, or winding up
of Cycomm, the holders of Common Shares are entitled to
participate in the assets of Cycomm available for distribution
after satisfaction of the claims of creditors.
The Preference Shares may be issued at any time and from time
to time in one or more series. Except as provided in the Series
A Preferred Stock, the Board of Directors, without further
shareholder approval, may determine the rights, and preferences
of each series of Preference Shares. The issuance of Preference
Shares by the Board of Directors with voting conversion or other
rights could have the effect of delaying, deferring, or
preventing a change in control of Cycomm, or could adversely
affect the voting power of the holders of Common Shares.
Wall Street Warrants
In January 1996, pursuant to a settlement agreement
between The Wall Street Group, Inc., Donald Kirsch and Cycomm,
3,750 Common Shares were issued to Donald Kirsch (the "Kirsch
Shares"), 1,250 Common Shares were issued to Anapol, Schwartz,
Weiss and Cohan, P.C. (the "Anapol Shares"). In addition,
Warrants to purchase 3,750 Common Shares were issued to Donald
Kirsch (the "Kirsch Warrant") and Warrants to purchase 1,250
Common Shares were issued to Anapol, Schwartz, Weiss and Cohan,
P.C. (the "Anapol Warrant," and together with the Kirsch Warrant,
the "Wall Street Warrants").
The Kirsch Warrant when exercised, will entitle the
holder thereof, to receive 3,750 Common Shares. The Anapol
Warrant, when exercised, will entitle the holder thereof, to
receive 1,250 Common Shares. The exercise price for both the
Anapol Warrant and Kirsch Warrant is $4.75 per Common Share (the
"Exercise Price"). Both the Anapol Warrant and Kirsch Warrant
are exercisable, in whole or in part (but not for less than 1000
Common Shares), at any time until November 30, 2000.
Adjustments. Upon any reorganization, reclassification
of the capital stock of Cycomm, or any merger or consolidation of
Cycomm with or into another corporation in which Cycomm is not
the surviving entity, or any sale or transfer of all or
substantially all of Cycomm's properties and assets to any other
entity, the Wall Street Warrants will thereafter be exercisable
for the number of shares of stock or other securities or property
of Cycomm or the successor corporation resulting from such
consolidation or merger, as the case may be, to which the holder
of shares deliverable upon exercise or conversion of the Wall
Street Warrants would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if the
Wall Street Warrants had been exercised or converted immediately
before such reorganization, merger consolidation or transfer, all
subject to further adjustments as provided in the Wall Street
Warrants. Without the prior written consent of the holders of
the Wall Street Warrants, Cycomm may not make any dividend or
other distribution in respect of its Common Shares or issue any
Common Shares or securities convertible into or exercisable for
the purchase of its Common Shares, otherwise then for cash at a
price per Common Share at least equal to the Exercise Price. The
number of Common Shares issuable upon the exercise of the Wall
Street Warrants and the Exercise Price must be proportionately
adjusted in the event of splits subdivision or combinations.
Registration Rights. Pursuant to the settlement
agreement, in the event Cycomm engages in a public offering of
any of its securities, other than a registration relating solely
to employee benefit plans or to a Rule 145 transaction or a
registration on a registration form that does not permit
secondary offerings, Cycomm must use its best efforts to include
the Kirsch Shares, Anapol Shares, Kirsch Warrants, Anapol
Warrants and Common Shares underlying the Kirsch Warrants and
Anapol Warrants.
Voting Rights. The Wall Street Warrants do not entitle
the holders to any voting rights or other rights as stockholders
of Cycomm.
XL Warrants
On March 21, 1996, Cycomm entered into a Stock Purchase
Agreement by and among Cycomm, XLV and XL Computing whereby
Cycomm acquired 100% of the outstanding stock of XL Computing
from XLV for an aggregate purchase price of $5,785,165, which
purchase price included the XL Warrant.
The XL Warrant when exercised, will entitle the holder
thereof, to receive 500,000 Common Shares at an exercise price of
$3.75 per Common Share (the "XL Warrant Exercise Price"). The XL
Warrant is exercisable, in whole or in part (but not for less
than 50,000 Common Shares), at any time until March 20, 1999.
Adjustments. Upon any reorganization, reclassification
of the capital stock of Cycomm, or any merger or consolidation of
Cycomm with or into another corporation in which Cycomm is not
the surviving entity, or any sale or transfer of all or
substantially all of Cycomm's properties and assets to any other
entity, the XL Warrant will thereafter be exercisable for the
number of shares of stock or other securities or property of
Cycomm or the successor corporation resulting from such
consolidation or merger, as the case may be, to which the holder
of shares deliverable upon exercise or conversion of the XL
Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if the XL
Warrant had been exercised or converted immediately before such
reorganization, merger consolidation or transfer, all subject to
further adjustments as provided in the XL Warrant. Without the
prior written consent of the holders of the XL Warrant, Cycomm
may not make any dividend or other distribution in respect of its
Common Shares or issue any Common Shares or securities
convertible into or exercisable for the purchase of its Common
Shares, otherwise then for cash at a price per Common Share at
least equal to the XL Warrant Exercise Price. The number of
<PAGE>
Common Shares issuable upon the exercise of the XL Warrants and
the XL Warrant Exercise Price must be proportionately adjusted in
the event of splits subdivision or combinations.
Registration Rights. Pursuant to the settlement
agreement, in the event Cycomm engages in a public offering of
any of its securities, other than a registration relating solely
to employee benefit plans or to a Rule 145 transaction or a
registration on a registration form that does not permit
secondary offerings, Cycomm must use its best efforts to include
the XL Warrant and the shares underlying the XL Warrants.
Voting Rights. The XL Warrants do not entitle the
holders to any voting rights or other rights as stockholders of
Cycomm.
EXPERTS
The consolidated financial statements of Cycomm incorporated
by reference in this Prospectus have been audited by Ernst &
Young, Independent Chartered Accountants, as indicated in their
report with respect thereto, and incorporated herein by reference
in reliance upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
The legality of the Common Shares offered by this Prospectus
will be passed upon for Cycomm by Hirst & Applegate, Cheyenne,
Wyoming.
<PAGE>
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Wyoming Business Corporation Act ("WBCA"), W.S. 17-16-
850 et seq., provides for indemnification of Cycomm's officers,
directors, employees, and agents against liabilities which they
may incur in such capacities.
Under Section 1 of Article IX of Cycomm's Bylaws, Cycomm has
the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in
the right of Cycomm) by reason of the fact that he or she is or
was a director, officer, employee, or agent of Cycomm, or is or
was serving at the request of Cycomm as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with
such action, suit, or proceeding if he or she acted in good faith
and in a manner reasonably believed to be in or not opposed to
the best interests of Cycomm, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendre or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of Cycomm, and, with respect to
any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
Cycomm also has power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of Cycomm
to procure a judgment in its favor by reason of the fact that he
or she is or was a director, officer, employee or agent of
Cycomm, or is or was serving at the request of Cycomm as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of Cycomm; except that no
indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or
her duty to Cycomm unless, and only to the extent that, the court
in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
deems proper.
Section 2 of Article IX of Cycomm's Bylaws provides that, to
the extent that a director, officer, employee, or agent of Cycomm
has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in paragraphs (a) or (b)
of Section 1 of Article IX of the Bylaws, or in defense of any
claim, issue, or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit, or proceeding may be paid by
Cycomm in advance of the final disposition of such action, suit,
or proceeding as authorized in the manner provided in Section 3
of Article IX of the Bylaws upon receipt of an undertaking by or
on behalf of the director, officer, employee, or agent to repay
that amount unless it shall ultimately be determined that he is
entitled to be indemnified by Cycomm as authorized.
Section 3 of Cycomm's Bylaws provides that any
indemnification under paragraphs (a) or (b) of Section 1 of
Article IX of the Bylaws (unless ordered by a court) shall be
made by Cycomm only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because the
applicable standard of conduct has been met as set forth in
paragraph (a) or (b) of Section 1 of Article IX of the Bylaws.
Such determination shall be made: (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding; (2) if a quorum
is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion; or (3) by the shareholders.
<PAGE>
Pursuant to Section 4 of Article IX of Cycomm's Bylaws, the
indemnification provided by Section IX of Cycomm shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators
of that person.
Section 5 of Article IX of Cycomm's Bylaws provides that
Cycomm shall have power to purchase and maintain insurance on
behalf of any persons who are or were directors, officers,
employees, or agents of Cycomm, or are or were serving at the
request of Cycomm as directors, officers, employees, or agents of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against them and
incurred by them in any such capacity or arising out of their
status whether or not Cycomm would have the power to indemnify
them against such liability under the provisions of this section.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or others
pursuant to the foregoing provisions, Cycomm has been informed
that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable
<PAGE>
.
Part II. Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses in
connection with distribution of the Common Shares hereby
registered. All amounts are estimated except the SEC and
American Stock Exchange fees and are expressed in U.S. dollars.
<TABLE>
<S> <C>
Payable by Registrant
SEC Registration fee U.S. $2,574
American Stock Exchange fee U.S. $17,500
Legal fees U.S. $10,000
Accounting fees U.S. $5,000
Printing Costs U.S. $500
Miscellaneous fees U.S. $1,000
Total U.S. $36,574
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Wyoming Business Corporation Act ("WBCA"), W.S. 17-16-
850 et seq., provides for indemnification of Registrant's
officers, directors, employees, and agents against liabilities
which they may incur in such capacities. A summarization of
circumstances in which such indemnification may be available
follows, but is qualified by reference to Registrant's Articles
of Incorporation and the text of the statute.
In general, any officer, director, employee, or agent may be
indemnified against expenses, fines, settlements, or judgments
arising in connection with a legal proceeding to which such
person is a party, as a result of such relationship, if that
person's actions were in good faith, reasonably believed by him
or her to be in (or at least not opposed to) the Registrant's
best interests, and in the case of any criminal proceeding, he or
she had no reasonable cause to believe his or her conduct was
unlawful. Unless such person is successful upon the merits in
such an action, indemnification may be awarded only after a
determination by decision of the Board of Directors (by directors
not at the time parties to the proceeding) or by majority
shareholder vote (excluding shares held or controlled by
directors who are at the time parties to the proceeding), or by
opinion of special legal counsel.
The circumstances under which indemnification would be made
in connection with an action brought on behalf of the Registrant
are generally the same as stated above, except that
indemnification is permitted only for reasonable expenses.
In addition, Registrant has statutory authority to purchase
insurance to protect its officers, directors, employees, and
agents against any liabilities asserted against them, or incurred
in connection with their service in such capacities. Further,
the Registrant may advance or reimburse funds to a director who
is a party to a proceeding, for reasonable expenses incurred in
connection with a proceeding.
Under Section 1 of Article IX of Cycomm's Bylaws, Cycomm has
the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in
the right of Cycomm) by reason of the fact that he or she is or
was a director, officer, employee, or agent of Cycomm, or is or
was serving at the request of Cycomm as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with
such action, suit, or proceeding if he or she acted in good faith
and in a manner reasonably believed to be in or not opposed to
the best interests of Cycomm, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the
<PAGE>
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendre or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of Cycomm, and, with respect to
any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
Cycomm also has power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of Cycomm
to procure a judgment in its favor by reason of the fact that he
or she is or was a director, officer, employee or agent of
Cycomm, or is or was serving at the request of Cycomm as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of Cycomm; except that no
indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or
her duty to Cycomm unless, and only to the extent that, the court
in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
deems proper.
Section 2 of Article IX of Cycomm's Bylaws provides that, to
the extent that a director, officer, employee, or agent of Cycomm
has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in paragraphs (a) or (b)
of Section 1 of Article IX of the Bylaws, or in defense of any
claim, issue, or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit, or proceeding may be paid by
Cycomm in advance of the final disposition of such action, suit,
or proceeding as authorized in the manner provided in Section 3
of Article IX of the Bylaws upon receipt of an undertaking by or
on behalf of the director, officer, employee, or agent to repay
that amount unless it shall ultimately be determined that he is
entitled to be indemnified by Cycomm as authorized.
Section 3 of Cycomm's Bylaws provides that any
indemnification under paragraphs (a) or (b) of Section 1 of
Article IX of the Bylaws (unless ordered by a court) shall be
made by Cycomm only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because the
applicable standard of conduct has been met as set forth in
paragraph (a) or (b) of Section 1 of Article IX of the Bylaws.
Such determination shall be made: (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding; (2) if a quorum
is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion; or (3) by the shareholders.
Pursuant to Section 4 of Article IX of Cycomm's Bylaws, the
indemnification provided by Section IX of Cycomm shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators
of that person.
Section 5 of Article IX of Cycomm's Bylaws provides that
Cycomm shall have power to purchase and maintain insurance on
behalf of any persons who are or were directors, officers,
employees, or agents of Cycomm, or are or were serving at the
request of Cycomm as directors, officers, employees, or agents of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against them and
incurred by them in any such capacity or arising out of their
status whether or not Cycomm would have the power to indemnify
them against such liability under the provisions of this section.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
3.1 Certificate of Incorporation(1)
3.2 Certificate of Incorporation on Change of Name(1)
3.3 Certificate of Continuance(1)
3.4 Restated Bylaws of Cycomm*
5.1 Opinion re legality *
10.1 Stock Purchase Agreement between Mel K. and Pauline
J. Pfeffer and Cycomm Corporation(2)
10.2 Joint Venture Agreement between Cycomm Corporation
and Cellular Service Group, Inc. dated April 1, 1992(2)
10.3 Agreement By and Among Cycomm International Inc.
and Cycomm Corporation and Datotek, Inc. and AT&T
Corp.(3)
10.4 Voting Trust Agreement - Cycomm Corporation(3)
10.5 Release Agreement - Cycomm Corporation(3)
10.6 Stock Purchase Agreement among Cycomm International
Inc., Cycomm Corporation, and Cellular Service Group(3)
10.7 GEC-Marconi Secure Systems and Cycomm Corporation
Distributor Agreement dated April 29, 1992(3)
10.8 Cycomm Corporation and GEC-Marconi Secure Systems
Distributor Agreement dated May 1, 1992(3)
10.9 Bell Cellular Contract(3)
10.10 Stock Purchase Agreement among and between XL Vision,
Inc., Cycomm International Inc. and XL
Computing Corporation(4)
10.11 Asset Purchase Agreement among 9036-8028 Quebec,
Inc.,
Cycomm International Inc. and M3i Technologies,
Inc.
and M3i Systems Inc. dated June 21, 1996(5)
10.12 Management Services Agreement - Peter Hickey(6)
10.13 Management Services Agreement - Rick E. Mandrell(6)
10.14 Management Services Agreement - Gordon Collett(6)
10.15 Management Services Agreement - Albert I. Hawk(6)
21.1 Subsidiaries of Cycomm(3)
23.1 Consent of Ernst & Young, Independent Chartered
Accountants*
23.2 Consent of Hirst & Applegate*
<PAGE>
* To be filed by amendment.
(1) Incorporated by reference to Cycomm's Registration Statement
on Form 20-F dated November 21, 1990.
(2) Incorporated by reference to Cycomm's Registration Statement
on Form 8-A dated December 23, 1992.
(3) Incorporated by reference to Cycomm's Registration Statement
on Form F-1 filed with Commission on May 9, 1995, amended on
June 20, 1995.
(4) Incorporated by reference to Cycomm's Form 8-K dated March
21, 1996.
(5) Incorporated by reference to Cycomm's Exhibit to Form 8-K
dated June 21, 1996.
(6) Incorporated by reference to Cycomm's Exhibit to Form 8-K
dated April 5, 1996.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, Cycomm has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of Cycomm in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, Cycomm will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of McLean, State of Virginia, on November 11, 1996.
Cycomm International Inc.
/s/Albert I. Hawk
Albert I. Hawk, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/ Albert I. Hawk Date: November 11, 1996
Albert I. Hawk, President, Chief
Executive Officer and Chairman of the Board
(Principal executive, financial and
accounting officer)
/s/ Hubert R. Marleau Date: November 11, 1996
Hubert R. Marleau, Director
/s/ Rick E. Mandrell Date: November 11, 1996
Rick E. Mandrell, Director
DC1DOCS1.42020
