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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OLICOM A/S
(Exact name of registrant as specified in its charter)
The Kingdom of Denmark None
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
Nybrovej 114
Lyngby, Denmark DK-2800
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on
Title of Each Class which Each Class is to be
to be so Registered Registered
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None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock Purchase Warrants
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Olicom A/S ("Olicom") Common Stock Purchase Warrants (the
"Warrants") will be issued to holders of the common stock of CrossComm
Corporation, a Delaware corporation ("CrossComm"), par value $0.01 per share
("CrossComm Common Stock"), pursuant to the terms of the Agreement and Plan of
Reorganization dated as of March 20, 1997 (the "Merger Agreement") by and among
Olicom, PW Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Olicom, and CrossComm, providing for the merger of PW Acquisition
Corporation with and into CrossComm, whereby CrossComm shall become a
wholly-owned subsidiary of Olicom (the "Merger"). No Warrants to purchase
fractional shares of Olicom common stock, nominal value DKK 0.25 per share
("Olicom Common Stock"), will be issued in the Merger. Each CrossComm
stockholder who would otherwise be entitled to receive a Warrant to purchase a
fractional share of Olicom Common Stock will receive an amount of cash equal to
the value of a Warrant (as determined in the manner described below, the
"Warrant Unit Consideration") multiplied by the fraction of a share of Olicom
Common Stock to which the stockholder would otherwise be entitled upon exercise
of a Warrant. The Warrant Unit Consideration will be calculated using the
Black-Scholes Formula using a volatility equal to the 52-week historical weekly
volatility of Olicom Common Stock and a risk-free rate of interest equal to the
yield to maturity for a United States Treasury Note with a three- year
maturity, as reported by Bloomberg on its historical yield curve page, and will
be determined by and agreed upon by each of the financial advisors to Olicom
and CrossComm prior to the closing date of the Merger (the "Closing Date").
The Warrants will be issued in registered form under, governed by
and pursuant to the terms of a Warrant Agreement between Olicom and American
Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the
"Warrant Agreement"). The following statements are brief summaries of certain
material provisions of the Warrant Agreement. A copy of the form of Warrant
Agreement is incorporated herein by reference to Olicom's registration
statement on Form F-4 (Registration No. 333-24655) as filed with the Securities
and Exchange Commission (the "SEC") on April 7, 1997 (the "Form F-4"), and the
information regarding the Warrant Agreement in this Registration Statement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Warrant Agreement.
Each Warrant entitles the holder thereof to subscribe for shares of
Olicom Common Stock equivalent to 0.1705 multiplied by the number of shares of
CrossComm Common Stock being exchanged by such CrossComm stockholder pursuant
to the Merger. The Warrants are exercisable for whole shares of Olicom Common
Stock (the "Warrant Shares") at an exercise price of $19.74 per Warrant Share
(such exercise price per Warrant Share, as adjusted from time to time as
discussed below, being referred to herein as the "Exercise Price"). No
fractional shares of Olicom Common Stock will be issued. It is anticipated
that approximately 1,100,000 Warrant Shares may be issuable by Olicom pursuant
to the exercise of Warrants. The right to exercise the Warrant will commence
immediately upon the Closing Date and will be exercisable for a period of three
years from the Closing Date (the "Exercise Period"). After the expiration of
the Exercise Period, all rights
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evidenced by the Warrants shall cease and the Warrants shall become void. The
Exercise Price for Warrant Shares can be paid only in lawful money of the
United States.
The Warrant Agreement contains provisions that protect the Warrant
holders against dilution by adjustment of (i) the Exercise Price and the number
of Warrant Shares that may be subscribed upon the exercise of a Warrant and
(ii) the number of Warrants outstanding, in certain events, including, but not
limited to, stock dividends, stock splits, reverse stock splits,
reorganizations, reclassifications, mergers or certain special distributions.
The Warrant Agreement provides that no adjustment in the Exercise Price or in
the number of Warrant Shares that may be subscribed for is required unless such
adjustment would require an increase or decrease of at least one percent (1%)
in such Exercise Price or in the number of Warrant Shares deliverable upon the
exercise of each Warrant. Any adjustments that are not required to be made by
such provision, however, shall be carried forward and taken into account in any
subsequent adjustment.
Olicom may at its option at any time during the Exercise Period,
reduce the then current Exercise Price to any amount and for any period of time
deemed appropriate by the Board of Directors of Olicom or extend the Exercise
Period. The Warrant Agreement may be amended by the written consent of Olicom
and the affirmative vote or the written consent of holders holding not less
than two-thirds in interest of the then outstanding Warrants. Except for the
antidilution provisions discussed above, the Warrant Agreement may not be
amended to change (a) the Exercise Price, (b) the Exercise Period, or (c) the
number or type of securities to be issued upon the exercise of the Warrants,
without the consent of each holder of the Warrants.
A holder of any Warrant shall not, by virtue thereof, be entitled
to any rights of a stockholder in Olicom, either at law or in equity, and the
rights of a Warrant holder are limited to those expressed in the Warrant
Agreement. A Warrant holder will be entitled to receive merger or other
consolidation consideration as if the Warrant holder had exercised the Warrant
prior to the transaction causing such a distribution. Furthermore, upon the
occurrence of an event triggering an antidilution adjustment, or in certain
events including, but not limited to, a merger, sale of substantially all the
assets, consolidation, extraordinary dividend declaration and other special
distributions, liquidation and dissolution, Olicom will provide each Warrant
holder with notice of each such event.
The offer and sale of the Warrants and Warrant Shares are being
registered under the Securities Act of 1933, as amended, pursuant to the Form
F-4. Olicom will use its reasonable best efforts to keep such registration
statement in effect in accordance with applicable federal securities laws,
including preparing and filing with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith, so
long as Warrants are exercisable or until such earlier time as no Warrants
remain outstanding.
There is no established trading market for the Warrants. The
Warrants are not subject to redemption or call.
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At all times during the Exercise Period, Olicom will reserve or
cause to be reserved for subscription and delivery upon exercise of the
Warrants, a sufficient number of shares of Olicom Common Stock issuable upon
exercise of the Warrants. All such shares of Olicom Common Stock shall be duly
authorized, and when issued upon such exercise, will be validly issued, fully
paid and nonassessable, free and clean of all liens, security interests,
charges and other encumbrances or restrictions on delivery and free and clear
of all preemptive rights.
There are no special limitations or provisions in Olicom's Articles
of Association or Danish law applicable to Warrant holders who are not citizens
or residents of Denmark. The Danish tax consequences of ownership of Warrants
are as follows: (i) generally, a United States Person (as defined below) should
not recognize taxable gain or loss upon the exercise of a Warrant; (ii)
generally, a United States Person should not recognize taxable gain or loss
upon the sale of a Warrant; and (iii) upon the expiration of a Warrant, a
United States Person should not recognize taxable gain or loss. For the
purposes hereof, a "United States Person" means a citizen or resident of the
United States (for federal income tax purposes), a corporation or partnership
organized under the laws of the United States or any state thereof, or estates
or trusts the income of which is subject to United States federal income tax
regardless of its source.
Item 2. EXHIBITS.
1.1 Form of Warrant Agreement (filed as Exhibit 10.1 to the
Registrant's Registration Statement on Form F-4 (Registration No.
333-24655) as filed with the Securities and Exchange Commission on
April 7, 1997, and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
OLICOM A/S
Date: April 30, 1997 By: /s/ BOJE RINHART
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Boje Rinhart
Chief Financial Officer
