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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month ending June 30, 1997
________________________
OLICOM A/S
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NYBROVEJ 114
DK-2800 LYNGBY
DENMARK
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
__________________________________
[Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
[Indicate by check mark whether the registrant by finishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 13g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
--- ---
[If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 13g3-2(b): Not Applicable
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Acquisition or Disposition of Assets.
Olicom A/S, a corporation organized under the laws of the Kingdom of
Denmark (the "Company") has completed a transaction with CrossComm Corporation,
a Delaware corporation ("CrossComm"), whereby a wholly-owned subsidiary of the
Company merged with and into CrossComm (the "Merger"). Upon consummation of the
Merger, CrossComm became a wholly-owned subsidiary of the Company.
The Merger was consummated on June 12, 1997, pursuant to that certain
Agreement and Plan of Reorganization dated as of March 20, 1997, among the
Company, PW Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of the Company, and CrossComm (the "Merger Agreement"). In
connection therewith, the Company exchanged each outstanding share of common
stock in CrossComm, par value $0.01 per share ("CrossComm Common Stock") for
$5.00 in cash, 0.2667 shares of common stock in the Company, nominal value DKK
0.25 per share ("Common Shares"), and three-year warrants to acquire 0.1075
Common Shares at an exercise price of $19.74 per full Common Share
("Warrants"). No fractional Common Shares and no Warrants to purchase
fractional Common Shares were issued in connection with such acquisition. The
Company issued approximately 2,535,000 Common Shares, issued Warrants to
purchase approximately 1,023,000 additional Common Shares, and assumed options
to purchase approximately 943,000 additional Common Shares. The Company funded
the cash portion of the consideration (net of acquired liquid assets) from
available working capital. The terms of the Merger Agreement were the result of
arm's-length negotiations between the parties.
The Merger will be recorded using purchase accounting, and the Company
anticipates recognizing a significant non-recurring expense during the second
quarter of 1997 in order to write off in-process research and development and
certain other acquisition-related expenses. There can be no assurance that the
Company will not incur additional charges to reflect costs associated with such
transaction.
The Company prepared and filed with the Securities and Exchange
Commission a registration statement on Form F-4 with respect to the Common
Shares and Warrants issued in the Merger. Such registration statement became
effective on May 14, 1997. In addition, the Company contemplates registering on
Form S-8 the offer and sale of approximately 943,000 Common Shares upon
exercise of stock options formerly exercisable for shares of CrossComm Common
Stock, which options were assumed by the Company in connection with the Merger.
A copy of the press release announcing the effectiveness of the Merger
is attached as Exhibit 99.2 and is incorporated herein by reference.
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Item 2. Exhibits.
Exhibit No. Description
99.1 Agreement and Plan of Reorganization dated as of
March 20, 1997, among Olicom A/S, PW Acquisition
Corporation and CrossComm Corporation.
99.2 Press Release dated June 12, 1997, announcing the
consummation of the Merger.
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SIGNATURES
Pursuant to the requirements 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.
OLICOM A/S
Date: June 30, 1997 By: /s/ Boje Rinhart
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Boje Rinhart,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1* Agreement and Plan of Reorganization dated as of March 20,
1997, among Olicom A/S, PW Acquisition Corporation and
CrossComm Corporation.
99.2 Press Release dated June 12, 1997, announcing the consummation
of the Merger.
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* Filed as Appendix A to the Registration Statement on Form F-4
(Registration No. 333-24655), filed by the Company with the Securities and
Exchange Commission on April 7, 1997, and incorporated herein by reference.
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EXHIBIT 99.2
PRESS RELEASE
OLICOM COMPLETES ACQUISITION OF CROSSCOMM;
MERGER STRENGTHENS OLICOM'S POSITION IN CORE MARKET
Newly Merged Company Uniquely Suited To Deliver High-Availability Networking
Solutions in IBM-Centric Token-Ring Environments
================================================================================
COPENHAGEN and DALLAS, June 12, 1997 -- Olicom (Nasdaq: OLCMF), a leading
global supplier of high-performance networking solutions, today announced that
the company has completed its acquisition of CrossComm Corporation (formerly
Nasdaq: XCOM), a leading provider of ATM and multi-protocol router technology
for mission-critical IBM-centric Token-Ring environments. The combined company
will retain the name Olicom and the Nasdaq stock listing OLCMF.
Each of the approximately 9.5 million outstanding shares of CrossComm will be
exchanged for $5.00 in cash, 0.2667 shares of Olicom common stock, and
three-year warrants to purchase 0.1075 shares of Olicom common stock at an
exercise price of $19.74 per whole share. The acquisition will be accounted for
using purchase accounting, and Olicom anticipates recognizing a significant
non-recurring expense during the second quarter in order to write off
in-process R&D and certain other acquisition-related expenses. Olicom warrants
will trade on the Nasdaq National Market under the symbol OLCFW. The total
value of the transaction is estimated in excess of $90 million.
With the completion of this acquisition, Olicom is positioned to address the
global market for end-to-end connectivity solutions in IBM-centric Token-Ring
environments, and provide solutions that deliver on the promise of ATM in the
real world. The combination of Olicom and CrossComm enables a single company to
provide customers worldwide with comprehensive end-to-end networking solutions,
with a specific focus on fault-tolerant connectivity for large enterprises
running mission-critical applications.
"Both Olicom and CrossComm have proven track records building networking
solutions for enterprises that simply cannot afford downtime, and we share an
important philosophy in migrating our users to future technologies," said Lars
Stig Nielsen, founder and CEO of Olicom A/S. "This is great news for the
customers of both companies. Not only have we leapfrogged ahead by at least 18
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months in the delivery of comprehensive network solutions, but our heightened
focus on our core market - Token-Ring and SNA - gives Olicom and CrossComm
customers a clear advantage as we help them migrate to higher-speed
technologies."
This merger represents an important advance for the Token-Ring market, as many
customers with large installed Token-Ring networks are still looking for the
company that will lead them into the future of networking. "Our acquisition of
CrossComm gives us a critical boost in the market in terms of providing
investment protection for the existing network infrastructure while ensuring a
cost-effective and intelligent migration path to ATM," said Stig Nielsen. "Even
though Fast Ethernet and Gigabit Ethernet are important to Olicom's high speed
networking strategy, Olicom will continue to fortify its commitment to the
Token-Ring market. We want to make sure that Token-Ring users do not feel
abandoned."
"At Prudential Securities, we anticipate an important benefit from this merger
in terms of the complementary fit of products," said Ed Mann, senior vice
president of network services at Prudential Securities, Inc. in New York.
Prudential Securities is now one of the largest customers of the newly merged
company. "The integration of Olicom's workgroup switches into CrossComm's XL
backbone platform enables us to consolidate network management and get much
tighter integration of services between the desktop and the backbone. In
addition, we're now dealing with a company that can cover a much broader range
of our needs."
The two companies have already made considerable progress in aligning their R&D
and product development efforts. The first phase of Olicom's joint product road
map has been completed, wherein Olicom's advanced LAN and ATM switching
technology will be integrated into CrossComm's XL Series of backbone chassis
systems.
Olicom has chosen to standardize on CrossComm's industry-leading IMS network
management platform, which will enable the industry's first end-to-end
networking solution that is integrated and unified under a single network
management interface. Similarly, with the integration of Olicom's product line,
CrossComm's recently announced ClearSession fault-tolerance protocol (see
CrossComm press release, May 6, 1997) will soon be implemented from one end of
the network to the other.
Olicom develops and markets a broad range of Token-Ring, Fast Ethernet and ATM
local area network products. Olicom products are distributed worldwide by a
network of strategic partners and resellers. More information on Olicom is
available from the company's SEC filings or by contacting the company directly.
Olicom news and product/service information are available at the company's Web
sites.
This news release contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ from predicted results.
Achieving the anticipated benefits of the merger will depend in part upon
whether the integration of the two companies' businesses is accomplished
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in an efficient manner, and there can be no assurance that this will occur. The
combination of the two companies will require, among other things, integration
of the companies' respective product offerings, coordination of their sales and
marketing organizations, and the research and development efforts. There can be
no assurance that integration will be accomplished smoothly or successfully.
The difficulties of such integration may be increased by the necessity of
coordinating geographically-separated organizations. The integration of certain
operations following the merger will require the dedication of management
resources which may temporarily distract attention from the day-to-day business
of the respective companies. The inability of management to successfully
integrate the operations of the two companies could have an adverse affect on
the business and results of operations of the combined companies. In addition,
there can be no assurance that present and potential customers of CrossComm and
Olicom will continue their current buying patterns and any significant delay or
reduction in orders could have an adverse affect on the results of operations.
Further information on factors that could affect the combined company's results
are detailed from time to time in Olicom's filings with the Securities and
Exchange Commission.
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