<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1997
REGISTRATION NO. 333-24655
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM F-3
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
OLICOM A/S
(Exact name of registrant as specified in its charter)
KINGDOM OF DENMARK NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
NYBROVEJ 114
DK-2800 LYNGBY
DENMARK
+45 45 27 00 00
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
<TABLE>
<S> <C>
J. MICHAEL CAMP Copy to:
OLICOM, INC. LAWRENCE D. GINSBURG
900 EAST PARK BLVD., SUITE 250 LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P.
PLANO, TEXAS 75074 2200 ROSS AVENUE, SUITE 900
(972) 423-7560 DALLAS, TEXAS 75201
(Name, address, including zip code, and telephone TELEPHONE: (214) 220-4800
number, including area code, of agent for service) TELECOPIER: (214) 220-4899
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from
time to time after this Post-Effective Amendment becomes effective.
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, 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, 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, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
On June 12, 1997, the Registrant acquired CrossComm Corporation
("CrossComm") pursuant to an agreement and Plan of Reorganization among the
Company, PW Acquisition Corporation and CrossComm (the "Merger"). In connection
with the Merger, the Registrant registered with the Securities and Exchange
Commission, Registration Number 333-24655 the offer and sale of 3,805,647
common shares in the Registrant ("Common Shares") and warrants ("Warrants") to
purchase 1,093,285 Common Shares. In connection with the Merger, the Company
issued 2,537,423 Common Shares and Warrants to purchase 1,022,771 Common
Shares. Accordingly, the Registrant is hereby de-registering (i) 245,453 of the
Common Shares the offer and sale of which were previously registered, and (ii)
Warrants to purchase 70,514 Common Shares, the offer and sale of which were
previously registered. Such de-registration shall be effective at such time as
this Post-Effective Amendment is declared effective.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR 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.
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<PAGE> 2
PROSPECTUS
OLICOM A/S
---------------
Up to 1,022,771 Common Shares
$19.74 per Common Share
---------------
This Prospectus relates to an aggregate of 1,022,771 common shares,
nominal value DKK 0.25 per share ("Common Shares"), in Olicom A/S, a
corporation organized under the laws of the Kingdom of Denmark ("Olicom" or the
"Company"), issuable on exercise of warrants to purchase Common Shares
("Warrants") that were originally issued in connection with the Company's
acquisition of CrossComm Corporation ("CrossComm").
On June 12, 1997, PW Acquisition Corporation, a wholly-owned
subsidiary of the Company ("MergerSub"), was merged with and into CrossComm
(the "Merger") pursuant to that certain Agreement and Plan of Reorganization
dated as of March 20, 1997, among the Company, MergerSub 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, for
$5.00 in cash, 0.2667 Common Shares and Warrants to acquire 0.1075 Common
Shares at an exercise price of $19.74 per full Common Share. No fractional
Common Shares,, no fractional Warrants and no Warrants to purchase fractional
Common Shares were issued in connection with the Merger. The Company issued
Warrants to purchase 1,022,771 Common Shares in connection with the acquisition
of CrossComm.
SEE "RISK FACTORS," BEGINNING ON PAGE 2 FOR A DESCRIPTION OF CERTAIN
RISKS RELATING TO THE COMPANY AND ITS OPERATIONS.
NO PERSON HAS BEEN AUTHORIZED BY OLICOM TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY THE SECURITIES OFFERED BY THIS PROSPECTUS IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT WOULD BE UNLAWFUL TO MAKE SUCH
AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
DISTRIBUTION OF THE SECURITIES TO WHICH THIS PROSPECTUS RELATES SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION CONTAINED HEREIN SINCE THE DATE HEREOF.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
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 October ___, 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements applicable to
"foreign private issuers" under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
These materials can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street N.W., Washington,
D.C. 20549 and at the Commission's regional offices at Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, New York, New York 10048. Copies of these materials can also be
obtained from the Commission at prescribed rates by writing to the Public
Reference Section of the Commission, 450 Fifth Street N.W., Washington, D.C.
20549. Common Shares are traded on the Nasdaq National Market under the symbol
"OLCMF," and Warrants are traded on the Nasdaq National Market under the symbol
"OLCWF." Reports and other information concerning the Company can also be
inspected at the offices of the National Association of Securities Dealers,
Inc., Market Listing Section, 1735 K Street, N.W., Washington, D.C. 20006. The
Commission also maintains a web site that contains reports, proxy and
information statements and other information regarding the Company and other
registrants that have been filed electronically with the Commission. The
address of such site is http://www.sec.gov.
Olicom has filed with the Commission a Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offering of Common Shares described
herein. This Prospectus constitutes the prospectus of the Company that is filed
as part of the Registration Statement, but does not contain all the information
set forth in the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission. Such
additional information may be obtained from the Commission's principal office
in Washington, D.C., as well as through the Commission's web site at
http://www.sec.gov. Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or other such
document, each such statement being qualified in all respects by such
reference.
REPORTS TO SHAREHOLDERS
The Company is currently exempt from the rules under the Exchange Act
prescribing the furnishing and content of proxy statements, and its securities
are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act. The Company is not required under
the Exchange Act to publish financial statements as frequently or as promptly
as are United States companies subject thereto. However, the Company furnishes
and will continue to furnish, its shareholders with annual reports containing
audited financial statements and periodic interim reports containing unaudited
results of operations as well as other reports. The Company's management has in
the past solicited proxies from its shareholders intends to continue this
practice.
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<PAGE> 4
The Company prepares its consolidated financial statements in United
States dollars in accordance with accounting principles generally accepted in
both the Kingdom of Denmark and the United States. All references to "dollars"
or "$" in this Prospectus are to United States dollars, and all references to
"kroner" or "DKK" are to Danish kroner.
ENFORCEMENT OF CIVIL LIABILITIES
The Company is a corporation organized under the laws of the Kingdom
of Denmark. All of its directors, substantially all members of corporate
management, and all of its experts named herein are nonresidents of the United
States, and all or a substantial portion of the assets of such persons are
located outside the United States. A substantial portion of the Company's
assets are located in the Kingdom of Denmark. See "Risk Factors -- Risks
Relating to the Company: Consequences of Danish Incorporation" and "-- Risks
Relating to the Company: Service and Enforcement of Legal Process." As a
result, it may not be possible for investors to effect service of process
within the United States upon such persons or to enforce against such persons
or the Company judgments of United States courts predicated upon the civil
liability provisions of the federal securities laws of the United States. The
Company has been advised by Advokatfirmaet O. Bondo Svane, its Danish legal
counsel, that liabilities predicated solely upon the federal securities laws of
the United States are not enforceable in original actions instituted in the
Kingdom of Denmark, or in actions instituted in the Kingdom of Denmark for
enforcement of judgments of United States courts.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated by
reference in this Prospectus:
1. Olicom's Annual Report on Form 20-F for the fiscal
year ended December 31, 1996.
2. Olicom's Report on Form 6-K with respect to the
quarter ended March 31, 1997.
3. Olicom's Report on Form 6-K dated June 30, 1997, with
respect to the acquisition of CrossComm.
4. The description of the Common Shares contained in
Olicom's Registration Statement on Form 8-A (file no. 0-20738) dated
October 15, 1992, including any amendment or report filed for the
purpose of updating such description.
5. The description of the Warrants contained in Olicom's
Registration Statement on Form 8-A (file no. 0-20738) dated April 30,
1997, including any amendment or report filed for the purpose of
updating such description.
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<PAGE> 5
All Annual Reports on Form 20-F, and any Form 6-K so designated,
subsequently filed by the Company pursuant to Sections 13(a), 13(c) or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering under this Prospectus shall be deemed to be
incorporated by reference into this Prospectus from the date of filing of each
such document. Any statement contained in a document incorporated or deemed to
be incorporated herein shall be deemed to be modified or superseded for
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 modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. OLICOM HEREBY UNDERTAKES TO PROVIDE
WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A
PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL DOCUMENTS INCORPORATED BY REFERENCE HEREIN (EXCLUDING
EXHIBITS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
HEREIN). REQUESTS FOR DOCUMENTS SHOULD BE DIRECTED TO OLICOM A/S, AT ITS
INVESTOR RELATIONS OFFICES AT NYBROVEJ 114, DK-2800 LYNGBY, DENMARK (TELEPHONE
+45 45 27 00 00), OR 900 EAST PARK BOULEVARD, SUITE 250, PLANO, TEXAS 75074
(TELEPHONE (972) 423-7560).
TRADEMARKS
The "Olicom" mark is a registered trademark of Ing. C. Olivetti & C.,
S.p.A., that has been licensed to Olicom. "GoCard" and the Olicom clasped hands
logo are registered trademarks of Olicom, and "RapidFire," "CrossFire,"
"CellDriver," "CrossComm," "ClearPath," "Riserswitch" and "ExpertWatch" are
trademarks of Olicom. This Prospectus also contains trademarks of companies
other than Olicom and its subsidiaries and affiliates.
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<PAGE> 6
SUMMARY
THE COMPANY
Olicom develops and markets local area network ("LAN") software and
hardware products that enable computer users to communicate, exchange data and
share computing resources in workgroup and enterprise LANs or in wide area
networks ("WANs"). Olicom believes that its products offer superior
performance, are price competitive and are fully compatible with industry
standards and networking and internetworking products manufactured by
International Business Machines Corporation ("IBM") and other vendors. Olicom's
products are marketed worldwide primarily through distributors, value-added
resellers (including dealers, systems integrators and other resellers) ("VARs")
and original equipment manufacturer customers ("OEMs").
Pursuant to the Merger, the Company acquired CrossComm (now known as
Olicom Enterprise Products, Inc.), which develops, manufactures, markets and
supports advanced networking products that concurrently support bridging,
multi-protocol routing and high speed LAN switching functions and asynchronous
transfer mode ("ATM") switching. Such products are marketed to customers
transitioning mission-critical business applications from legacy hierarchical
computing environments, typically dominated by IBM mainframe systems with
Systems Network Architecture ("SNA"), to client/server environments, where
computing power is distributed throughout the organization and interconnected
by an enterprise-wide network. This product line presently consists of a family
of multi-protocol routers and high speed LAN and ATM switches, which supports a
variety of LAN and WAN connections and LAN communications protocols and can be
readily integrated with a customer's existing computer equipment. These
products are designed to provide non-stop scalable networks that are easy to
use, install and maintain, and provide customers a migration path to high
bandwidth ATM networks.
Unless otherwise indicated, the "Company" and "Olicom" refer to Olicom
A/S, a corporation organized under the laws of the Kingdom of Denmark, and its
wholly-owned and majority-owned subsidiaries. Olicom was incorporated in the
Kingdom of Denmark in 1985. Olicom's principal executive offices are located at
Nybrovej 114, DK-2800 Lyngby, Denmark. Its telephone number is +45 45 27 00 00.
PRINCIPAL TERMS OF THE WARRANTS
In connection with the Merger, the Company issued to the former
shareholders of CrossComm Warrants to purchase 1,022,771 Common Shares at an
exercise price of $19.74 per full Common Share. Such Warrants were issued
effective June 12, 1997, and will expire on June 11, 2000. No fractional
Warrants and no Warrants to purchase fractional Common Shares were issued in
connection with the Merger.
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RISK FACTORS
The following risk factors should be considered by holders of Warrants
in evaluating whether to exercise Warrants and thereby purchase Common Shares.
These factors should be considered in conjunction with the other information
included and incorporated by reference in this Prospectus.
Certain statements included in this Prospectus are forward-looking,
such as statements regarding rapidly changing technology, improvement of
manufacturing efficiencies, new product introductions and enhancements to
existing products, availability of licenses with respect to intellectual
property, anticipated synergies in connection with the Merger, and expected
transaction charges and expenses relating to the integration of CrossComm into
the Company,. Such forward-looking statements, in addition to information
included in this Prospectus and other information incorporated by reference
herein, are based on current expectations and are subject to a number of risks
and uncertainties that could cause actual results in the future to differ
significantly from results expressed or implied in any forward-looking
statements by, or on behalf of, the Company. These and other risks are detailed
below.
RISKS RELATING TO THE COMPANY
Rapid Technological Change; New Products and Evolving Markets. The
market for the products of the Company is characterized by frequent new product
introductions, rapidly changing technology, changes in customer requirements,
short product life cycles and continued emergence of new industry standards,
any one of which could render the existing products of the Company obsolete.
The success of the Company will depend to a substantial degree upon its ability
to develop and introduce, on a cost-effective and timely basis, new products
and enhancements to existing products that meet changing customer requirements
and emerging industry standards, and take advantage of technological advances.
The development of new, technologically advanced products is a complex and
uncertain process requiring high levels of innovation, as well as the accurate
anticipation of technological and market trends. The Company has on occasion
experienced delays in the introduction of new products and product
enhancements. There can be no assurance that the Company will be able to
identify, develop, manufacture or market new or enhanced products successfully
or on a timely basis, that new products will gain market acceptance, or that
the Company will be able to respond effectively to product announcements by
competitors, technological changes, emerging industry standards or changing
customer requirements. From time to time, the Company may announce new products
or product enhancements, capabilities or technologies that have the potential
to replace or shorten the life cycle of existing product offerings and that may
cause customers to defer purchases of existing products or cause resellers to
return products. Any failure to introduce new products or product enhancements
on a timely basis, customer delays in purchasing products in anticipation of
new product introductions, or any inability of the combined company to respond
effectively to product announcements by competitors, technological changes,
changing customer requirements or emerging industry standards could have a
material adverse effect on the business, financial condition or results of
operations of the Company.
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The markets for the Company's products are characterized by evolving
methods of building and operating networks. The Company's operating results
will depend to a significant extent on its ability to reduce costs of existing
products. The success of many new products is dependent on several factors,
including proper new product definition, product cost, timely completion and
introduction of new products, differentiation of new products from those of
competitors, market acceptance of these products, and the activities of parties
with whom the Company has joint development projects. Any failure of the
Company's new product development efforts could have a material adverse effect
on its business, financial condition or results of operations.
The Company believes that the ability to compete successfully in the
market for LAN products is dependent upon the continued compatibility and
interoperability of its products with products and architectures offered by
various vendors, including workstation and personal computer architectures and
computer and network operating systems. There can be no assurance that the
Company will be able to effectively address the compatibility and
interoperability issues raised by technological changes or evolving industry
standards. Any failure to so address compatibility and interoperability issues
could have a material adverse effect on the business, financial condition or
results of operations of the Company.
Industry standards for ATM technology are still evolving. One of the
bodies setting industry standards is the ATM Forum, a group of industry
participants including equipment manufacturers, telecommunications service
providers and end users. As these standards evolve, the Company may be required
to modify its products or develop and support new versions of products. Any
failure of such products to comply promptly and cost-effectively, or delays in
achieving such compliance, with the various existing and evolving industry
standards could delay introduction of the Company's products, which could have
a material adverse effect on the business, financial condition or results of
operations of the Company.
Competition. The Company experiences significant competition and
expects substantial additional competition from established and emerging
computer, communications and networking companies. There can be no assurance
that or the Company will be able to compete successfully in the future with
existing or new competitors. The networking industry has become increasingly
competitive, and the results of operations of the Company may be adversely
affected by the actions of existing or future competitors. Such actions may
include the development or acquisition of new technologies, the introduction of
new products, marketing and sales activities directed at the Company's
customers, the assertion by third parties of patent or similar intellectual
property rights, and the reduction of prices by competitors to gain or retain
market share. Industry consolidation or alliances may also affect the
competitive environment. In particular, competitive pressures from existing or
new competitors that offer lower prices or introduce new products could result
in delayed or deferred purchasing decisions by potential customers and price
reductions, both of which could adversely affect the sales and operating
margins of the Company. The industry in which the Company competes is
characterized by declining average selling prices. This trend could adversely
impact the sales and operating margins of the Company. Many of the Company's
current and potential competitors have longer operating histories and
substantially greater financial, technical,
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sales, marketing and other resources, as well as greater name recognition and a
larger installed customer base, than the Company. As a result, these
competitors may be able to devote greater resources to the development,
promotion, marketing and support of their products than the Company. In
addition, competitors with a larger installed customer base may have a
competitive advantage over the Company when selling similar products or
alternative networking solutions to such customers. Increased competition could
result in significant price competition, reduced profit margins or loss of
market share, any of which could have a material adverse effect on the
business, financial condition or results of operations of the Company. See "--
Rapid Technological Change; New Products and Evolving Markets" and "-- Patents,
Intellectual Property and Licensing."
Fluctuations in Operating Results. The revenue and operating results
of the Company have fluctuated, and the revenue and operating results of the
Company may in the future fluctuate, from quarter to quarter and from year to
year due to a combination of factors, including, without limitation, (i) the
integration of personnel, operations and products from acquired businesses,
(ii) increased competition, (iii) capital spending of end-users, (iv) the
timing and amount of significant orders from distributors, VARs and OEMs,
including decisions by such customers as to the quantity of products to be
maintained in inventories, (v) the mix of distribution channels and products,
(vi) the Company's success in developing, introducing and shipping product
enhancements and new products, (vii) the ability to attain and maintain
production volumes and quality levels for products, (viii) manufacturing lead
times, and changes in material costs, (ix) the ability to obtain manufacturing
economies when planned, (x) new product introductions by competitors, (xi)
pricing actions by the Company or its competitors, (xii) overall demand for
communications and networking products, and (xiii) general economic conditions,
together with economic and other considerations specific to the computer and
networking industries. The results of operations for any quarter are not
necessarily indicative of results to be expected in future periods.
A significant portion of the expenses of the Company are relatively
fixed in advance, based in large part on forecasts of future sales. If sales
are below expectations in any given period, the adverse effect of a shortfall
in sales on the Company's operating results may be magnified by the inability
to adjust spending to compensate for such shortfall. The backlog of the Company
at the beginning of each quarter typically is not sufficient to achieve
expected revenue for that quarter. To achieve its revenue objectives, the
Company will be dependent upon obtaining orders in a quarter for shipment
during that quarter. Furthermore, the Company's agreements with its customers
typically provide that they may change delivery schedules, cancel orders within
specified time frames without significant penalty, and within certain limits,
return unsold products in connection with rotation of inventory. Distributors,
VARs and OEMs have no long-term obligations to purchase products, which in turn
creates the risk of unanticipated declines in sales to customers for
competitive reasons or because of the internalization of the manufacture of
products previously purchased on an OEM basis. The Company's industry is
characterized by short product life cycles and declining prices of existing
products, which require continual improvement of manufacturing efficiencies and
introduction of new products and enhancements to existing products to maintain
gross margins. Moreover, in response to competitive pressures or to pursue new
product or market opportunities, the Company may take certain pricing or
marketing actions that could have a material
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<PAGE> 10
adverse effect on the business, financial condition or results of operation of
the Company. As a result of all of the foregoing, it is possible that in some
future quarter the Company's operating results may be below the expectations of
securities analysts and investors. In such event, the price of the Common
Shares would likely be materially and adversely affected. See "-- Volatility of
Stock Price."
Volatility of Stock Price. The trading price of the Common Shares has
been subject to wide fluctuations in response to quarterly variations in the
Company's financial performance, shortfalls in revenue or earnings from levels
forecast by securities analysts, changes in estimates by such analysts, market
conditions in the computer software or hardware industries, product
introductions by the Company or its competitors, announcements of extraordinary
events such as acquisitions or litigation, or general economic conditions. In
addition, in recent years the stock market has experienced extreme price and
volume fluctuations. These fluctuations have had a substantial effect on the
market prices for many high technology companies, often unrelated to the
operating performance of the specific companies. Such market fluctuations could
adversely affect the market price for the Common Shares. See "-- Fluctuations
in Operating Results."
Reliance on Indirect Channels of Distribution. The revenues of the
Company have been, and are anticipated to be, highly dependent upon the sales
efforts and success of distributors, VARs and OEMs, which have not been and
will not be within the control of the Company. These resellers also represent
other lines of products that are complementary to, or compete with, those of
the Company. While the Company encourages its resellers to focus on the
Company's products through marketing and support programs, there can be no
assurance that these resellers will not give higher priority to products of
other suppliers, thereby reducing the efforts devoted to selling products of
the Company. See "-- Fluctuations in Operating Results."
Risks Associated with Failure to Manage Growth. The Company has
undergone a period of rapid growth and expansion. The Company has also
experienced significant growth in its employee base. The Company's ability to
compete effectively and execute its strategies will depend in part upon its
ability to manage the integration of acquired companies, to continue to improve
its operational, management and financial systems and controls, and to
integrate new employees. See "-- Risks Relating to the Merger: Integration of
Certain Operations." The failure of the Company's management team to
effectively manage further growth could have a material adverse effect on the
Company's business, financial condition or results of operations.
Dependence on Sole and Limited Source Suppliers and Availability of
Components. Several key components used in the manufacture of the Company's
products are currently purchased only from single or limited sources. In
general, the Company does not have long-term agreements with any of these
single or limited sources of supply. Any interruption in the supply of any sole
or limited source components, or the inability of the Company to procure these
components from alternate sources at acceptable prices and within a reasonable
time, could have a material adverse effect upon the business, financial
condition or results of operations of the Company. Qualifying additional
suppliers is time consuming, and the likelihood of errors is greater with new
suppliers.
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<PAGE> 11
Lead times for materials and components ordered by the Company vary
significantly, and depend on factors such as the specific supplier, contract
terms and demand for a component at a given time. If orders do not match
forecasts, the Company may have excess or inadequate inventory of certain
materials and components. From time to time the Company has experienced
shortages and allocations of certain materials and components, and has
experienced delays in filling orders while waiting to obtain the necessary
components. Given current worldwide demand for certain components used by the
Company and the complexity and yield problems in manufacturing such components,
such shortages and allocations are likely to occur in the future and could have
a material adverse effect on the business, financial condition or results of
operations of the Company.
Dependence on Contract Manufacturing. The Company currently
subcontracts product assembly and aspects of component procurement. Further,
two of the Company's subcontractors conduct manufacturing of products in
Thailand. The importation of products from Thailand exposes the Company to the
possibility of product supply disruption and increased costs in the event of
political unrest, unstable economic conditions or developments that are adverse
to trade. The inability of contract manufacturers to provide the Company with
adequate supplies of high-quality products, or the loss of any of the Company's
contract manufacturers, could cause a delay in the Company's ability to fill
orders while production is shifted to alternative manufacturers or replacement
manufacturers are identified, and could have a material adverse effect on the
Company's business, financial condition or results of operations. See also "--
Risks Associated with International Operations; Currency Exchange Rate
Fluctuations."
Product Concentration. During 1996, sales of network interface cards
accounted for approximately 74.4% of the Company's net revenues. Declines in
the demand for the Company's network interface cards, whether as a result of
competition, technological change or otherwise, could have a material adverse
effect on the Company's business, financial condition or results of operations.
Moreover, the future performance of the Company in the network switching market
will depend in part on the successful development, introduction and market
acceptance of new and enhanced products. Any failure of the Company's products
to achieve market acceptance could have a material adverse effect on the
business, financial condition or results of operations of the Company.
Patents, Intellectual Property and Licensing. The success of the
Company has been and will be dependent on its proprietary technology. The
Company has generally relied, and will continue to rely, on copyright,
trademark and trade secret laws to establish and maintain proprietary rights in
its technologies and products. There can be no assurance that the steps taken
by the Company to protect proprietary rights will be adequate to prevent
misappropriation of its technologies or that competitors will not independently
develop technologies that are substantially equivalent or superior to its
technologies. In the event that protective measures are not successful, the
Company's business, financial condition or results of operations could be
materially and adversely affected. In addition, the laws of some foreign
countries may not permit the protection of proprietary rights to the same
extent as do the laws of the United States. Although the Company believes the
protection afforded by its copyrights and trademarks have value, the rapidly
changing technology in the networking industry makes the Company's future
success dependent primarily on the innovative skills,
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technological expertise and management abilities of its employees rather than
on patent, copyright and trademark protection.
Many of the Company's products are designed to include software or
other intellectual property licensed from third parties, and the loss of the
right to use such software or other rights might require significant changes
in, or otherwise disrupt or delay the distribution of, such products. While it
may be necessary in the future to seek or renew licenses relating to various
aspects of its products, the Company believes that, based upon past experience
and standard industry practice, such licenses generally could be obtained on
commercially reasonable terms. From time to time the Company receives
communications from third parties asserting that its use of trademarks, or that
its products, infringe or may infringe the rights of third parties. In this
connection, CrossComm (now known as Olicom Enterprise Products, Inc.) is a
defendant in an action filed by Datapoint Corporation ("Datapoint") alleging
infringement by CrossComm of Datapoint patents. There can be no assurance that
any such claims will not result in protracted and costly litigation; however,
based upon general practice in the industry the Company believes that such
matters can ordinarily be resolved without any material adverse impact on their
business, financial condition or results of operations. Nevertheless, there can
be no assurance that the necessary licenses would be available on acceptable
terms, if at all, or that the Company would prevail in any such challenge. The
inability to obtain certain licenses or other rights or to obtain such licenses
or rights on favorable terms, or litigation arising out of such other parties'
assertion, could have a material adverse effect on the business, financial
condition or results of operations of the Company.
License of Olicom Trademark. The Company is the licensee of the
trademark "Olicom" pursuant to a license from Ing. C. Olivetti & C., S.p.A.
("Olivetti") that prohibits Olivetti from using, or granting to a third party
any rights to use, the trademark on products of the type manufactured or
marketed by the Company. The Company has no ownership rights in the trademark.
In the event that the license of the trademark were terminated, the Company
would be required to change its name and cease using the trademark on its
products. A change in the Company's name and the creation of a new trademark
could involve substantial expense and the possibility of customer confusion,
which, in turn, could have a material adverse effect on the business, financial
condition or results of operations of the Company.
Risks Associated with International Operations; Currency Exchange Rate
Fluctuations. Conducting business outside of the United States is subject to
certain risks, including, without limitation, longer payment cycles, unexpected
changes in regulatory requirements and tariffs, export licenses, political
instability, difficulties in staffing and managing foreign operations, greater
difficulty in accounts receivable collection, and potentially adverse tax
consequences. International sales are also affected by seasonal fluctuations
resulting from lower sales that typically occur during the summer months in
Europe and other parts of the world.
The Company's business may also be affected by changes in demand
resulting from fluctuations in currency exchange rates. The Company generates
sales primarily in U.S. dollars (Olicom's functional currency) and incurs
expenses in a number of currencies, principally in
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U.S. dollars and Danish kroner. Fluctuations in the value of foreign currencies
cause U.S. dollar-translated amounts to change in comparison with previous
periods. Due to the number of currencies involved, the constantly changing
currency exposures and the fact that all foreign currencies do not react in the
same manner against the U.S. dollar, the Company cannot quantify, in any
meaningful way, the effect of exchange rate fluctuations upon future income.
Although the Company seeks to manage its foreign currency exposures by matching
non-dollar revenues and expenses and by entering into hedging transactions,
there can be no assurance that exchange rate fluctuations will not have a
material adverse effect on the business, financial condition or results of
operations of the Company.
Dependence on Foreign Subsidiary. A portion of the Company's research
and development activities are conducted in Gdansk, Poland, at its wholly-owned
subsidiary, Olicom-Poland, Ltd. In the event the current political and economic
environment in Poland becomes less favorable to the Company or restrictions are
imposed on travel or technology transfers between Poland and the United States,
there could be an adverse effect on the research and development activities, as
well as the business, financial condition or results of operations, of the
Company.
Effect of Certain Charter Provisions. The Company's Articles of
Association (the "Olicom Articles") prohibit any person from holding more than
33% of the outstanding Common Shares without obtaining the approval of the
Company's Board of Directors (the "Board), which may condition its approval in
such manner as it determines to be appropriate. A holder of more than 33% of
the outstanding Common Shares who fails to obtain the approval of the Board is
prohibited by the Olicom Articles from having any right to vote, or receive
dividends or distributions on, any shares in excess of the 33% threshold. In
addition, a shareholder who acquires Common Shares by means of a transfer
cannot vote such shares until three months after such shareholder has been
registered in the Company's list of shareholders. These provisions may have the
effect of limiting the price that certain investors might be willing to pay in
the future for Common Shares, delaying, deferring or otherwise discouraging an
acquisition or change in control of the Company deemed undesirable by the
Board, or adversely affecting the voting power of shareholders who own Common
Shares in excess of the 33% threshold.
Consequences of Danish Incorporation. The Company is a Danish
corporation and its corporate affairs are governed by the Articles and the
Companies Act of the Kingdom of Denmark. Although certain provisions of the
Companies Act resemble some of the provisions of the corporation laws of a
number of states in the United States, principles of law relating to such
matters as the validity of corporate procedures, the fiduciary duties of
management and the rights of the Company's shareholders may differ from those
that would apply if the Company were incorporated in a jurisdiction within the
United States.
Service and Enforcement of Legal Process. All of the Company's
directors, substantially all of the Company's executive officers, and all of
the Company's experts named herein, or in the Company's Annual Report or Form
20-F for the year ended December 31, 1996, or in the Registration Statement,
are non-residents of the United States, and all or a substantial portion of the
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assets of such persons are located outside the United States. A substantial
portion of the Company's assets are located in Denmark. As a result, it may not
be possible for United States shareholders to effect service of process within
the United States upon such persons or to enforce against such persons or the
Company judgments of United States courts predicated upon the civil liability
provisions of the federal securities laws of the United States. The Company has
been advised by its Danish counsel, Advokatfirmaet O. Bondo Svane, that civil
liabilities under the Securities Act or the Exchange Act, are not enforceable
in original actions instituted in the Kingdom of Denmark, or in actions
instituted in the Kingdom of Denmark to enforce judgments of United States
courts.
RISKS RELATING TO THE MERGER
Integration of Certain Operations. The Company has entered into the
Merger Agreement with the expectation that the Merger will result in beneficial
synergies the Company. Achieving the anticipated benefits of the Merger will
depend in part upon whether the integration of the businesses of the Company
and CrossComm is accomplished 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, and coordination of their sales and marketing, research and
development, administrative and financial reporting efforts. There can be no
assurance that such integration will be accomplished smoothly or successfully.
If significant difficulties are encountered in the integration of existing
product lines, resources could be diverted from new product development,
resulting in delays in new product introductions. The integration of the
product lines could also cause confusion or dissatisfaction among existing
customers of the Company or CrossComm. The difficulties of such integration may
be increased by the necessity of coordinating geographically separated
organizations with distinct cultures. Further, as commonly occurs with high
technology companies during pre-merger and integration phases, aggressive
competitors may undertake formal initiatives to attract customers and recruit
key employees through various incentives. The integration of certain operations
following the Merger will require the dedication of management and other
personnel resources which may temporarily distract attention from the day-to-
day business of the combined company. The failure to successfully accomplish
the integration of the two companies' operations could have a material adverse
effect on the business, financial condition or results of operations of the
Company.
Distributors, Resellers and Customers. There can be no assurance that
distributors, resellers and present and potential customers of the Company
and/or CrossComm will continue their current buying patterns without regard to
the Merger, and any significant delay or reduction in orders could have a
material adverse effect on the Company's near-term business, financial
condition or results of operations. In particular, the Company believes that
customers could defer purchasing decisions as they evaluate the future product
strategy of the combined company, and any such deferrals could have a material
adverse effect on the business, financial condition or results of operations of
the Company. In addition, the Company anticipates that it will utilize its
distribution model in connection with the sale of CrossComm products after the
Merger, and therefore, will place greater emphasis on sales of CrossComm
products through indirect channels. There can be no assurance that utilizing
the Company's distribution model for CrossComm's products will be successful.
See
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"Risks Relating to the Company -- Fluctuations in Operating Results" and " --
Reliance on Indirect Channels of Distribution."
Transaction Charges. The Company incurred charges to operations of
$40.9 million in the quarter ended June 30, 1997, the quarter in which the
Merger was consummated, which reflected costs associated with combining the
operations of the Company and CrossComm, and with respect to the write-off of
expenses associated with in-process research and development. Additional
unanticipated expenses may be incurred relating to the integration of the
businesses of the Company and CrossComm, including the integration of product
lines and distribution and administrative functions. Although the Company
expects that the elimination of duplicative expenses as well as other
efficiencies related to the integration of the businesses of the Company and
CrossComm may offset additional expenses over time, there can be no assurance
that such net benefit will be achieved in the near term, or at all. There can
be no assurance that the Company will be successful in its efforts to integrate
the operations of the two companies. See "-- Integration of Certain
Operations."
Completion of Acquired In-Process Technologies. At the closing of the
Merger, approximately $40 million of in-process research and development
projects were acquired by the Company. The Company's management has estimated
that additional costs will be required over two to three years to complete
these projects. However, there can be no assurance that any or all of the
projects will be completed successfully, and that if they are completed, they
will be completed at a cost that is not substantially in excess of the amounts
estimated by the Company's management. Moreover, there can be no assurance that
the Company will be able to exploit the new technologies as they are developed.
If the products developed from the acquired technologies fail to gain
widespread commercial acceptance, there could be a material adverse effect on
the business, financial condition or results of operations of the Company.
In light of the foregoing factors, as well as other factors affecting
the Company's operating results, past trends should not be used by investors or
others to anticipate future trends, and prior operating performance may not be
an accurate indicator of future performance.
USE OF PROCEEDS
Assuming the exercise of all outstanding Warrants prior to their
expiration, the net proceeds to be received by the Company from the sale of
1,022,771 Common Shares offered by the Company hereby will be $20,189,500. The
Company intends to use the net proceeds from this Offering for working capital
and general corporate purposes. The Company may also use a portion of the net
proceeds to acquire businesses or products complementary to the Company's
business, although there can be no assurance that any such acquisition will be
made. As of the date of this Prospectus, the Company has no present plans,
commitments or agreements, and is not currently involved in any discussions,
with respect to any such transaction. Pending such uses, the net proceeds of
the Offering will be invested in short-term instruments.
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PLAN OF DISTRIBUTION
The Common Shares described herein will be offered by the Company
directly to holders of Warrants. Accordingly, it is not anticipated that any
underwriter will be involved in such distribution.
DESCRIPTION OF COMMON SHARES
Set forth below is a summary of certain information concerning
Olicom's share capital and a brief description of certain provisions contained
in Olicom's Articles of Incorporation (the "Olicom Articles") and of provisions
of the Companies Act of the Kingdom of Denmark (the "Companies Act") applicable
to the formation, organization and operation of Olicom. An English translation
of the Olicom Articles has been filed as an exhibit to the Registration
Statement, of which this Prospectus is a part. The following summary and
description do not purport to be complete statements of these provisions and
are qualified in their entirety by reference to the Olicom Articles, such
exhibit and applicable Danish law.
AUTHORIZED CAPITAL
The authorized share capital of Olicom consists of 26,688,000 Common
Shares, of which there were issued and outstanding 17,412,148 Common Shares
as of August 31, 1997, and 1,063,255 Common Shares were held in the treasury
of Olicom as of such date. In addition, 1,246,569 Common Shares were reserved
as of such date for issuance pursuant to options which have been or may be
granted under Olicom's Share Incentive Plans.
Included in the foregoing is authority to issue 8,000,000 Common
Shares in connection with private placements or the acquisition of assets or
companies at such times and on such terms as may be determined by the Board.
The authorizations relating to the issuance of Common Shares for the specific
purposes of private placements, acquisitions of assets or companies are valid
until May 28, 2002, and the authorizations relating to the issuance of Common
Shares under Olicom's Share Incentive Plans are valid until April 2, 2002,
unless extended by an annual general meeting of shareholders (a "General
Meeting") prior thereto.
All Common Shares are presently issued in registered form.
LIABILITY TO FURTHER CALL OR ASSESSMENT
The Common Shares to be issued upon exercise of Warrants, when issued
and paid for, will be fully paid and non-assessable.
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EXCHANGE CONTROLS
There are no governmental laws, decrees or regulations of the Kingdom
of Denmark that restrict the export or import of capital (including, without
limitation, foreign exchange controls), or that affect the remittance of
dividends, interest or other payments to nonresident holders of Common Shares.
There are no limitations imposed by the laws of the Kingdom of Denmark or the
Olicom Articles on the right of nonresident or foreign holders to hold or vote
Common Shares.
TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company or its successor is the
transfer agent and registrar for the Common Shares.
DESCRIPTION OF SHAREHOLDER RIGHTS
UNDER THE LAWS OF DENMARK
The following is a summary of the rights of holders of Common Shares
and of the Companies Act. This summary is not, and does not purport to be,
comlete, and is qualified in its entirety be reference to the Companies Act and
the Olicom Articles, and should be read in conjunction with the "Description of
Common Shares."
MEETINGS OF SHAREHOLDERS
The General Meeting is the supreme authority in the determination of
all matters affecting the affairs of Olicom, subject to the limitations
provided in the Companies Act and the Olicom Articles. The Olicom Articles
require that a General Meeting be held in greater Copenhagen not later than the
end of May during each year. Any shareholder in Olicom is entitled to submit
proposals to be discussed at a General Meeting; however, in order to be
considered at a General Meeting, any proposal that would require consideration
by the Board is required to be submitted in writing to the Board not later than
February 1 following the end of the year to which such General Meeting relates.
However, if a proposal is received subsequent to the February 1 deadline, the
Board is required to consider such proposal to the extent that it is practical
to include consideration of such proposal in the agenda of a General Meeting.
At a General Meeting, the audited accounts of Olicom (which are prepared in
accordance with Danish law) are submitted for approval, together with the
proposed appropriations of profit and the election of the board of directors
and auditors. In addition, at a General Meeting the Board submits a report on
the activities of Olicom during the previous year.
SHAREHOLDER POWER TO CALL SPECIAL MEETINGS
Generally, extraordinary General Meetings are held at the request of
the Board, Olicom's auditors or shareholders representing at least one tenth of
the nominal value of the total share capital.
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<PAGE> 18
QUORUM OF SHAREHOLDERS
Pursuant to the Companies Act, a quorum of shareholders is not
required for Olicom's shareholders to conduct business at a General Meeting.
VOTING RIGHTS
Except as described below, a holder of a Common Share is entitled to
one vote at any General Meeting. Except as described below and subject to
provisions of the Companies Act (which require that certain resolutions be
passed by a greater vote), matters (including the election of directors) are
decided at a General Meeting by a simple majority of the votes cast. Any
shareholder is entitled to attend and vote at a General Meeting, either in
person or by proxy. However, under the Olicom Articles a shareholder who has
acquired shares by means of a transfer and who is not registered in Olicom's
list of shareholders or who has not notified and documented to Olicom such
acquisition of shares at the time that Olicom notices a General Meeting has no
right to vote at such meeting.
CUMULATIVE VOTING
In an election of directors under cumulative voting, each share of
stock normally having one vote is entitled to a number of votes equal to the
aggregate number of directors to be elected. A shareholder may then cast all
such votes for a single candidate or may allocate them among as many candidates
as the shareholder may choose. Without cumulative voting, the holders of a
majority of the shares present at a meeting held to elect directors would have
the power to elect all the directors to be elected at that meeting, and no
person could be elected without the support of holders of a majority of the
shares voting at such meeting.
The Companies Act contains no regulation regarding cumulative voting,
and the Olicom Articles do not provide for cumulative voting.
ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
Under the Companies Act, any decisions that are required to be taken
at a meeting of shareholders (including decisions with respect to the election
of directors, amendments of articles of association and other similar matters)
may only be undertaken at a General Meeting. The formal requirements for notice
may only be waived if all shareholders consent to such waiver.
VOTING REQUIREMENTS
Resolutions for the dissolution of Olicom, its merger with another
corporation, the amendment of the Olicom Articles, and certain other matters
are required by the Companies Act to be approved by (i) two-thirds of the votes
cast at the General Meeting, and (ii) two-thirds in nominal value of the voting
capital represented and entitled to vote at the meeting. The approval at a
General Meeting of any proposal that has not been made or endorsed by the Board
requires that more than
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one-half of the shares and votes be represented at such meeting, and that
three-fourths of the shares and votes represented at such meeting vote in favor
of such proposal. Amendments which lessen the effect of Article 6 of the Olicom
Articles (which provides for the limitation of any person's ownership of
Olicom's share capital or votes (see "Limitations on Share Ownership")) require
the approval of at least three-fourths of the votes cast at a General Meeting,
unless such amendment has been proposed or endorsed by the Board, in which case
the amendment can be adopted in the manner ordinarily required for amendments
to the Olicom Articles.
BOARD OF DIRECTORS
Olicom is managed by a board of directors which, under the Olicom
Articles, is required to consist of between four and eight members elected,
with a simple majority, by the shareholders at a General Meeting. Directors are
elected for one-year terms expiring at the end of the following year's General
Meeting, and are eligible for reelection. Absent an exemption from the Ministry
of Industry of Denmark, at least 50% of the directors must be residents of
Denmark; however, exemptions are automatically granted if at least 50% of the
directors are residents of other countries in the European Community. In
addition, the employees of Olicom may be represented on the Board by directors
elected in accordance with statutory Danish law to that effect.
The statutory rights of the employees of Olicom and its Danish
subsidiaries (which rights have not been exercised to date) include the
following principal features. Employees of corporations registered in Denmark
that constitute a "Group" which, during the past three years, has employed an
average of not fewer than 35 employees (such as Olicom and its Danish
subsidiaries) have the right to elect from among such employees a number of
directors of the parent corporation, so that the total number of employee-
directors and substitutes therefor will equal one-half of the total number of
directors elected by the shareholders at a General Meeting (but not fewer than
three directors).
REMOVAL OF DIRECTORS
Under the Companies Act, any director or the entire board of directors
may be removed, with or without cause, with the approval of a majority of the
outstanding shares entitled to vote. However, board members elected by the
employees in accordance with the statutory rights of the employees as described
above cannot be removed by the shareholders at a General Meeting. Such
employee-elected directors (who are elected for a four-year period) may be
removed at any time by utilizing the same procedure as is used for their
election. In addition, an employee-elected director is required to resign his
or her directorship at such time as his or her employment terminates.
CLASSIFIED BOARD OF DIRECTORS
A classified board is one in which a certain number, but not all, of
the directors are elected on a rotating basis each year. This method of
electing directors makes a change in the composition
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of the board of directors, and a potential change in control of a corporation,
a lengthier and more difficult process. The Olicom Articles do not currently
provide for a classified board.
FILLING VACANCIES ON THE BOARD OF DIRECTORS
Under the Companies Act, a member of the board of directors may retire
from the board of directors at any time by giving notice to the board. When a
member of the board of directors resigns his or her directorship before the
expiration of his term and no deputy board member has been elected to replace
him or her, the other members of the board of directors may elect a new member
to hold office for the remainder of the resigning director's term. When the
election of a director is effected by a General Meeting, the election of a new
member of the board of directors can be postponed until the next ordinary
General Meeting at which election for the board of directors can take place,
provided that the remaining members and deputies of the board of directors
constitute a quorum.
APPRAISAL RIGHTS
Under the Companies Act, in connection with a merger, shareholders in
a non-surviving corporation may claim compensation from the corporation if they
dissent at the General Meeting and if the consideration for their shares is not
reasonable and appropriate. In such event, legal action is required to be
instituted by the dissenting shareholder within two weeks of the adoption of
the merger by the merging corporations.
INSPECTION OF SHAREHOLDER LIST
Under the Companies Act, the register of shareholders is not open to
shareholders, but is available at the corporation's office for inspection by
public authorities. In corporations where the employees have not elected
members to the board of directors, the register of shareholders is also
available to a representative of the employees of such corporation.
SHAREHOLDER DERIVATIVE ACTIONS
Any resolution to the effect that a Danish corporation shall institute
legal proceedings against the founders, directors, managers, valuers, auditors,
investigators or shareholders in pursuance of the applicable provisions of the
Companies Act regarding such persons' liability toward the corporation is
subject to the adoption of such a resolution at a General Meeting by
shareholders. Where shareholders representing at least one-tenth of the share
capital oppose the decision in favor of an exemption from liability or in favor
of waiving the right to institute legal proceedings against such persons, any
shareholder can institute legal proceedings claiming that the responsible
persons be required to pay to the corporation the cost of such matter; however,
such persons will be entitled to have such costs reimbursed by the corporation
to the extent that the corporation recovers its costs in such action.
Shareholders who thereafter take legal action are responsible for the payment
of the costs of the case; however, they are entitled to have such costs
reimbursed by the corporation. Any
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such legal action may not be instituted later than six months after the
adoption of the resolution by the General Meeting, or if an investigation into
the affairs of the corporation has been commenced in pursuance of the
provisions of the Companies Act providing for investigations, six months after
such investigation has been completed.
FIDUCIARY DUTIES OF DIRECTORS
Under the Companies Act, the board of directors and management of a
corporation have an obligation to act in the best interests of the corporation
and its shareholders. Directors are required to arrange for an appropriate
organization of the corporation's activities. The management of a corporation
chartered under the Companies Act is in charge of the day-to-day management of
the corporation, and in this connection, is required to comply with
instructions or orders of the board of directors. Without the approval of the
board of directors, management may not conduct transactions that, in light of
the general circumstances, are of an unusual nature or importance. The board of
directors is required to assure that the corporation's accounts and financial
administration are controlled in a manner deemed to be satisfactory in view of
the corporation's circumstances. In this regard, the board of directors is
required to assure that the bookkeeping and administration of assets of the
corporation are controlled in a satisfactory manner in light of the
corporation's circumstances. The board of directors is obligated to take into
consideration and protect interests other than those of the shareholders. For
example, members of the board of directors who have intentionally or
negligently caused damage to creditors of a corporation may be liable to the
corporation's creditors. The board of directors also has an obligation to
assure that other laws, such as environmental laws and laws with respect to
workers' protection, are duly complied with. Under the Companies Act, a
corporation may not make loans to, or grant a security interest that benefits,
shareholders of the corporation, or with respect to the directors or managers
of such corporation or its parent.
LIABILITY AND INDEMNIFICATION
Under the Companies Act, directors and managers who, in connection
with the performance of their duties, deliberately or negligently inflict
damage on the corporation may be required to compensate the corporation for
such damage. Directors and managers are also liable for damage inflicted on
shareholders, creditors of the corporation or any third party through a
violation of the Companies Act or the corporation's articles of association. A
shareholder may be liable for losses suffered by a corporation, other
shareholders or any third party, to the extent that such losses are the result
of a violation of the Companies Act or a corporation's articles of association
committed deliberately or through gross negligence. In the event that a court
finds that there is a danger of continued abuse or there are other
circumstances that support remedial action, a court can require a shareholder
who so violates the Companies Act or a corporation's articles of association to
purchase the shares of other shareholders who are injured as a consequence
thereof. In such event, the purchase price for such shares is to be determined
with due regard for the corporation's financial condition and other matters
that the court determines are reasonable in the circumstances. Where several
persons become liable to pay compensation at the same time, they will be
jointly and severally liable for the compensation. The concept of
indemnification of directors or managers of
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a corporation for liabilities arising from their actions toward third parties
as directors or managers is not well known in Denmark. It is therefore not
clear to what extent, if any, an agreement for indemnification of directors or
managers is effective under Danish law.
LIMITATIONS ON SHARE OWNERSHIP
The Olicom Articles provide that no person, firm or entity (each, a
"person") may, without obtaining the approval of the Olicom Board, own more
than 33% of Olicom's share capital or votes at any time (the "Share Ownership
Limit"). The Board may condition its approval on the satisfaction of such
conditions that it determines to be appropriate. For the purpose of determining
ownership of shares or votes, a person will generally be deemed to own shares
or votes which are considered to be beneficially owned by such person under
Rule 13d-3 under the Exchange Act.
A person who owns more than 33% of Olicom's share capital or votes at
any time who has not obtained the approval of the Board cannot be registered or
otherwise accepted as a shareholder, and such person will have no voting
rights, rights to dividends or distributions, or any other rights as a
shareholder, for such portion of such person's shareholding that exceeds 33%.
The Board may approve the ownership by a person of more than 33% of Olicom's
share capital or votes (i) in the event that such person has, prior to
purchasing more than 33% of Olicom's share capital or votes, requested the
approval by the Board to own more than the Share Ownership Limit, (ii) in the
event that such person has made a legally binding and irrevocable bona fide
offer to all shareholders of Olicom (other than such person, to the extent that
he is a shareholder) to purchase all the shares and votes in Olicom at a price
deemed favorable by the Board, in its discretion or (iii) in such other
circumstances, as determined by the Board. The Board has given its approval to
the ownership by Nilex Systems ApS, Olivetti Realty N.V., Lars Stig Nielsen and
Asbjern Smitt of shares in excess of the Share Ownership Limit.
The Olicom Articles contain no other specific antitakeover provision.
PRE-EMPTIVE RIGHTS
Except for shares issued pursuant to authorizations granted to the
Board as described in the Olicom Articles, all shareholders of Olicom have pre-
emptive rights in the event of any increase in Olicom's share capital. Changes
in the share capital can be made by the decision of Olicom's shareholders at a
General Meeting or by the decision of the Board pursuant to the authorizations
in the Olicom Articles. At a General Meeting, Olicom's shareholders may agree
to deviations from the general pre-emptive rights of the existing shareholders
for the purpose of specific increases of Olicom's share capital; however, such
resolutions may be adopted only by a majority of two-thirds of the share
capital and votes represented at the General Meeting (subject to higher voting
requirements if shares will be issued at a price below the market value of the
shares). A General Meeting has previously authorized the Board to (i) increase
Olicom's share capital for the purpose of acquiring assets of companies, and
(ii) issue warrants and, in connection therewith, to increase Olicom's share
capital upon the exercise of such warrants. Accordingly, no shareholder of
Olicom
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<PAGE> 23
will have pre-emptive rights to purchase Common Shares in connection with the
exercise of Warrants.
DIVIDEND RIGHTS
Under the Companies Act, distributions of profits may only be
authorized by shareholders based on the latest annual audited accounts of
Olicom. The financial year of Olicom is the calendar year. Interim dividends
cannot be paid, and shareholders cannot authorize the payment of an annual
dividend greater than the amount that has been recommended or agreed to by the
Board. The Companies Act requires that any distribution of profits available
for distribution, after covering any losses for previous years, be distributed
pro rata to all shareholders. All dividends that remain unclaimed for a period
of five years after having been declared are forfeited and revert to Olicom.
RIGHTS OF PURCHASE
Under the Companies Act, a corporation may, if authorized by a General
Meeting, acquire its own shares against payment of consideration, although the
aggregate amount of such shares held by a corporation and its subsidiaries may
not exceed 10% of the aggregate amount of issued shares. At the Annual General
Meeting held on May 29, 1997, the Board was authorized to purchase up to 10% of
Olicom's share capital at the market price of the shares on the date of
purchase, with deviation of up to 10% from the market price. Such authorization
expires on the earlier of the next General Meeting or November 28, 1999.
PROVISIONS RELATED TO NON-DANISH SHAREHOLDERS
There are no special limitations or provisions in the Olicom Articles
or Danish law applicable to shareholders who are not citizens or residents of
Denmark to hold or vote shares.
LEGAL MATTERS
The validity of the Common Shares offered hereby will be passed upon
by Advokatfirmaet O. Bondo Svane, Copenhagen, Denmark. As of the date of this
Prospectus, partners of Advokatfirmaet O. Bondo Svane owned 13,550 Common
Shares.
EXPERTS
The Consolidated Financial Statements of the Company appearing in the
Company's Annual Report on Form 20-F for the year ended December 31, 1996, have
been audited by Ernst & Young A/S, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
Consolidated Financing Statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
- 18 -
<PAGE> 24
FINANCIAL STATEMENTS
The Consolidated Financial Statements of Olicom for the three-year
period ended December 31, 1996, are set forth in Olicom's Annual Report on Form
20-F for the fiscal year ended December 31, 1996, and are hereby incorporated
by reference. The consolidated unaudited financial statements of Olicom for the
quarter ended March 31, 1997, are set forth in Olicom's Report on Form 6-K for
the quarter ended March 31, 1997, and are hereby incorporated by reference.
- 19 -
<PAGE> 25
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The only expenses anticipated to be incurred in connection with the
preparation and filing of this Post-Effective Amendment No. 1 are legal and
accounting fees and expenses, and printing expenses, which are estimated to be
approximately $5,000.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under the Companies Act, directors of the Registrant and the
Registrant's officers who are registered as managers with the Companies and
Commercial Agency of the Kingdom of Denmark (Messrs. Lars Stig Nielsen, Boje
Rinhart and Niels Christian Furu are the only officers of the Registrant so
registered) are liable to the Registrant and to third parties for any breach of
the Registrant's Articles of Association or the Companies Act. Officers not so
registered are indemnified under the Companies Act in respect of actions and
claims arising out of actions taken by them in their official capacity,
provided that such actions do not involve gross negligence or fraud.
The Registrant has entered into Indemnification Agreements with its
directors and officers which provide indemnification to the fullest extent
permitted by the Companies Act. In addition, Olicom, Inc., has entered into
Indemnification Agreements with its directors and officers who are not
directors and officers of the Registrant. Such Indemnification Agreements
provide indemnification to the fullest extent permitted by the Delaware General
Corporation Law, as amended.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act") may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed 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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
*2.1 Agreement and Plan of Reorganization (the "Merger Agreement")
dated as of March 20, 1997, among the Registrant, PW
Acquisition Corporation and CrossComm Corporation
*3.1 Articles of Association (English translation) of the
Registrant
</TABLE>
II - 1
<PAGE> 26
<TABLE>
<CAPTION>
<S> <C>
*4.1 Specimen certificate for Common Shares (filed as Exhibit 4.1
to the Registrant's Registration Statement on Form F-1 filed
September 9, 1992 (File No. 33-51818), and incorporated by
reference herein)
*4.2 Specimen certificate for common stock purchase warrant
(included as Exhibit B to the Merger Agreement)
*5.1 Opinion of Advokatfirmaet O. Bondo Svane
*10.1 Form of Warrant Agreement
*10.2 Form of CrossComm Affiliates Agreement
*10.3 Shareholder's Agreement dated as of March 20, 1997, between
the Registrant and Tadeusz Witkowicz
*10.4 Shareholder's Agreement dated as of March 20, 1997, between
CrossComm Corporation and Lars Stig Nielsen
*10.5 Consulting Agreement dated March 20, 1997, between Olicom,
Inc. and Tadeusz Witkowicz (including form of Stock Option
Agreement to evidence grant to Mr. Witkowicz of option in
common shares of the Registrant)
*10.6 Agreement dated March 20, 1997, between CrossComm Corporation
and Tadeusz Witkowicz
*10.7 Share Purchase Agreement dated January 23, 1996 between Olicom
A/S and Nilex Systems ApS
23.1 Consent of Ernst & Young A/S
*23.2 Consent of Ernst & Young LLP
*23.3 Consent of Advokatfirmaet O. Bondo Svane (included in Exhibit
5.1 hereto)
*23.4 Consent of Alex. Brown & Sons Incorporated
*23.5 Consent of Montgomery Securities
*23.6 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
*99.1 Form of Olicom proxy
</TABLE>
II - 2
<PAGE> 27
<TABLE>
<CAPTION>
<S> <C>
*99.2 Form of CrossComm proxy
*99.3 Consent of persons named to become directors
</TABLE>
- -------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes as follows:
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 the Securities Act of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 of 1933, 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.
II - 3
<PAGE> 28
4. 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 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
Exchange 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.
5. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 the registrant 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,
the Registrant 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 Act and will be
governed by the final adjudication of such issue.
II - 4
<PAGE> 29
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 F-3 and has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Copenhagen,
Kingdom of Denmark, on the 7th day of October, 1997.
OLICOM A/S
By: /s/ Lars Stig Nielsen
----------------------------
Lars Stig Nielsen, Managing
Director and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title and Capacity Date
- -------------------------- -------------------- --------
<S> <C> <C>
/s/ Jan Bech* Chairman of the Board October 7, 1997
- -------------------------- and Director
Jan Bech
/s/ Bo F. Vilstrup* Deputy Chairman of the October 7, 1997
- -------------------------- Board and Director
Bo F. Vilstrup
/s/ Lars Stig Nielsen Managing Director, Chief October 7, 1997
- -------------------------- Executive Officer and
Lars Stig Nielsen Director
/s/ Boje Rinhart Principal Financial and October 7, 1997
- -------------------------- Accounting Officer
Boje Rinhart
/s/ Kurt Anker Nielsen* Director October 7, 1997
- -------------------------
Kurt Anker Nielsen
</TABLE>
II - 5
<PAGE> 30
<TABLE>
<S> <C> <C>
/s/ Frank G. Petersen* Director October 7, 1997
- --------------------------
Frank G. Petersen
/s/ Michael J. Peytz* Director October 7, 1997
- --------------------------
Michael J. Peytz
Director October ___, 1997
- --------------------------
Anders Knutsen
</TABLE>
- -----------------
* /s/ Boje Rinhart
- --------------------------
Boje Rinhart
Attorney-In-Fact
II - 6
<PAGE> 31
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
*2.1 Agreement and Plan of Reorganization (the "Merger Agreement")
dated as of March 20, 1997, among the Registrant, PW
Acquisition Corporation and CrossComm Corporation
*3.1 Articles of Association (English translation) of the
Registrant
*4.1 Specimen certificate for Common Shares (filed as Exhibit 4.1
to the Registrant's Registration Statement on Form F-1 filed
September 9, 1992 (File No. 33-51818), and incorporated by
reference herein)
*4.2 Specimen certificate for common stock purchase warrant
(included as Exhibit B to the Merger Agreement)
*5.1 Opinion of Advokatfirmaet O. Bondo Svane
*10.1 Form of Warrant Agreement
*10.2 Form of CrossComm Affiliates Agreement
*10.3 Shareholder's Agreement dated as of March 20, 1997, between
the Registrant and Tadeusz Witkowicz
*10.4 Shareholder's Agreement dated as of March 20, 1997, between
CrossComm Corporation and Lars Stig Nielsen
*10.5 Consulting Agreement dated March 20, 1997, between Olicom,
Inc. and Tadeusz Witkowicz (including form of Stock Option
Agreement to evidence grant to Mr. Witkowicz of option in
common shares of the Registrant)
*10.6 Agreement dated March 20, 1997, between CrossComm Corporation
and Tadeusz Witkowicz
*10.7 Share Purchase Agreement dated January 23, 1996 between Olicom
A/S and Nilex Systems ApS
23.1 Consent of Ernst & Young A/S
*23.2 Consent of Ernst & Young LLP
*23.3 Consent of Advokatfirmaet O. Bondo Svane (included in Exhibit
5.1 hereto)
*23.4 Consent of Alex. Brown & Sons Incorporated
*23.5 Consent of Montgomery Securities
*23.6 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
*99.1 Form of Olicom proxy
*99.2 Form of CrossComm proxy
*99.3 Consent of persons named to become directors
</TABLE>
- -------------------
* Previously filed.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the reference to our firm under the caption "Experts" in
the Post-Effective Amendment No. 1 on Form F-3 to the Registration Statement on
Form F-4 (Registration No. 333-24655) and related Prospectus of Olicom A/S (the
"Company"), and to the incorporation by reference therein of our report dated
April 2, 1997, with respect to the consolidated financial statements of the
Company included in the Annual Report on Form 20-F of the Company for the
fiscal year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG A/S
Copenhagen, Denmark
October 6, 1997
II - 7
