<PAGE> 1
As filed with the Securities and Exchange Commission on July 7, 1997
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLICOM A/S
(Exact name of registrant as specified in its charter)
THE KINGDOM OF DENMARK N/A
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
NYBROVEJ 114
DK-2800 LYNGBY
DENMARK
(Address, including zip code of Registrant's principal executive offices)
OLICOM A/S 1996 SHARE INCENTIVE PLAN
OLICOM A/S 1997 SHARE INCENTIVE PLAN
CROSSCOMM CORPORATION AMENDED 1988 INCENTIVE STOCK OPTION PLAN
CROSSCOMM CORPORATION AMENDED 1989 INCENTIVE STOCK OPTION PLAN
CROSSCOMM CORPORATION 1991 INCENTIVE STOCK OPTION PLAN
CROSSCOMM CORPORATION 1992 STOCK OPTION PLAN
CROSSCOMM CORPORATION 1992 DIRECTORS' OPTION PLAN
CROSSCOMM CORPORATION 1994 STOCK OPTION PLAN
CROSSCOMM CORPORATION 1996 STOCK OPTION PLAN
(Full title of plans)
--------------------
LARS STIG NIELSEN COPIES TO:
OLICOM A/S LAWRENCE D. GINSBURG
NYBROVEJ 114 LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P.
DK-2800 LYNGBY 2200 ROSS AVENUE, SUITE 900
DENMARK DALLAS, TEXAS 75201
+45 45 27 00 00 (214) 220-4800
(Name, address, and telephone number,
including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed
Title of each Class Amount Maximum Proposed Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, nominal value DKK 0.25 1,422,209 $52.94 (2) $15,635,893 (2) $4,739
- ------------------------------------------------------------------------------------------------------------------------------
Common Shares, nominal value DKK 0.25 1,577,791 $15.563 (3) $24,555,161 (3) $7,441
==============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), there are also being registered such additional Common
Shares as may become issuable pursuant to the antidilution provisions of
the Olicom A/S 1996 Share Incentive Plan, the Olicom A/S 1997 Share
Incentive Plan, the CrossComm Corporation Amended 1988 Incentive Stock
Option Plan, the CrossComm Corporation Amended 1989 Incentive Stock Option
Plan, the CrossComm Corporation 1991 Incentive Stock Option Plan, the
CrossComm Corporation 1992 Stock Option Plan, the CrossComm Corporation
1992 Directors' Option Plan, the CrossComm Corporation 1994 Stock Option
Plan and the CrossComm Corporation 1996 Stock Option Plan (collectively,
the "Plans").
(2) Calculated in accordance with Rule 457(h) under the Securities Act, based
on the prices at which outstanding options to purchase 1,422,209 Common
Shares may be exercised under the Plans.
(3) Estimated solely for the purpose of calculating the registration fee for
1,577,791 Common Shares under the Plans on the basis of the average of the
high and low sales prices on July 1, 1997, for a common share in Olicom
A/S, as reported on the Nasdaq National Market, all in accordance with
Rule 457(h) promulgated under the Securities Act.
===============================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.*
- -------------------
*Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and Note to Part I of Form S-8.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
herein is modified, superseded or replaced by a statement or information
contained in any other subsequently-filed document incorporated herein by
reference. Any statement or information so modified will not be deemed a part
of this Registration Statement, except as so modified, and any statement or
information so superseded will not be deemed a part of this Registration
Statement.
(a) The Registrant's Annual Report on Form 20-F, File No.
0-020738, for the fiscal year ended December 31, 1996 (the "1996
Form 20-F"), as filed with the Securities and Exchange Commission
(the "Commission"), which contains audited financial statements of
the Registrant for the fiscal year ended December 31, 1996.
(b) The Registrant's Report on Form 6-K, as filed with the
Commission on June 30, 1997.
(c) All reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the fiscal year covered by
the audited financial statements contained in the 1996 Form 20-F.
(d) A description of the Registrant's common shares, nominal
value DKK 0.25 per share ("Common Shares"), contained in the
Registrant's Form Registration Statement on Form 8-A, File No.
0-20738, filed with the Commission on October 15, 1992, and
including any amendment or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the Common Shares offered hereby have been sold or which deregisters all
of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Companies Act of the Kingdom of Denmark (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 for
negligence 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 applicable Danish law 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, executive officers and key employees. Each such Indemnification
Agreement provides for indemnification of the Registrant's directors, executive
officers and key employees to the fullest extent permitted by the Companies
Act. Additionally, Olicom Inc., a wholly-owned subsidiary of the Registrant
("Olicom Americas"), has entered into Indemnification Agreements with its
directors, executive officers and key employees who are not directors and
officers of the Registrant. Each such Indemnification Agreement provides for
indemnification of the directors, executive officers and key employees of
Olicom Americas to the fullest extent permitted by the Delaware General
Corporation Law, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index
to Exhibits on page II-6 to II-7 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act,
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, and
(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;
II-2
<PAGE> 5
provided, however, that clauses (1)(i) and (1)(ii) shall not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement;
(2) That for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of 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 Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lyngby, Denmark, on July 4, 1997.
OLICOM A/S
By: /s/ Lars Stig Nielsen
----------------------------------
Lars Stig Nielsen, Managing
Director and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lars Stig Nielsen and Boje Rinhart and
each of them acting individually, as such person's true and lawful
attorneys-in-fact and agents, each with full power of substitution, for such
person, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitutes, may do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jan Bech Chairman of the Board July 4, 1997
- --------------------------------- and Director
Jan Bech
/s/ Lars Stig Nielsen Managing Director, July 4, 1997
- --------------------------------- Chief Executive Officer
Lars Stig Nielsen and Director
/s/ Boje Rinhart Chief Financial Officer July 4, 1997
- --------------------------------- (Principal Financial and
Boje Rinhart Accounting Officer)
/s/ Bo F. Vilstrup Director July 4, 1997
- ---------------------------------
Bo F. Vilstrup
/s/ Kurt Anker Nielsen Director July 7, 1997
- ---------------------------------
Kurt Anker Nielsen
Director July _, 1997
- ---------------------------------
Frank G. Petersen
/s/ Michael J. Peytz Director July 5, 1997
- ---------------------------------
Michael J. Peytz
Director July _, 1997
- ---------------------------------
Anders Knutsen
</TABLE>
II-4
<PAGE> 7
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- ----------------------------------------------------------------------
3.1 Articles of Association of the Registrant (English translation)
(incorporated herein by reference to Exhibit 3.1 to the Registration
Statement on Form F-4 of the Registrant, Registration No. 333-24655).
3.2 Rules of Procedure for the Board of Directors (incorporated herein by
reference to Exhibit 3.2 to the Registration Statement on Form F-1 of
the Registrant, Registration No. 33-51818).
4.1 Olicom A/S 1996 Share Incentive Plan (incorporated herein by
reference to Exhibit 2.2 to the Annual Report on Form 20-F of the
Registrant for the fiscal year ended December 31, 1996, File No.
0-20738 (the "Olicom 1996 Form 20-F")).
4.2 Olicom A/S 1997 Share Incentive Plan (incorporated herein by
reference to Exhibit 2.3 to the Olicom 1996 Form 20-F).
4.3 CrossComm Corporation Amended 1988 Incentive Stock Option Plan
(incorporated herein by reference to Exhibit 10.22 of the
Registration Statement on Form S-1 of CrossComm Corporation
("CrossComm"), Registration No. 33-47321 (the "CrossComm Form S-1")).
4.4 Amendments to the CrossComm Corporation Amended 1988 Incentive Stock
Option Plan (incorporated herein by reference to Exhibit 10.25 to the
Annual Report on Form 10-K of CrossComm for the fiscal year ended
December 31, 1996, File No. 0-20110 (the "CrossComm 1996 Form
10-K")).
4.6 CrossComm Corporation Amended 1989 Incentive Stock Option Plan
(incorporated hereby by reference to Exhibit 10.23 to the CrossComm
Form S-1).
4.7 Amendments to the CrossComm Corporation Amended 1989 Incentive Stock
Option Plan (incorporated herein by reference to Exhibit 10.26 to the
CrossComm 1996 Form 10-K).
4.8 CrossComm Corporation 1991 Incentive Stock Option Plan (incorporated
herein by reference to Exhibit 10.24 to the CrossComm Form S-1).
4.9 Amendments to the CrossComm Corporation 1991 Incentive Stock Option
Plan (incorporated herein by reference to Exhibit 10.27 to the
CrossComm 1996 Form 10-K).
4.10 CrossComm Corporation 1992 Stock Option Plan (incorporated herein by
reference to Exhibit 10.25 to the CrossComm Form S-1).
<PAGE> 8
4.11 Amendments to the CrossComm Corporation 1992 Stock Option Plan
(incorporated herein by reference to Exhibit 10.28 to the CrossComm
1996 Form 10-K).
4.12 CrossComm Corporation 1992 Directors' Option Plan (incorporated
herein by reference to Exhibit 10.26 to the CrossComm Form S-1).
4.13 Amendments to the CrossComm Corporation 1992 Directors' Option Plan
II-5 (incorporated herein by reference to Exhibit 10.29 to the
CrossComm 1996 Form 10-K).
4.14 CrossComm Corporation 1994 Stock Option Plan, as amended
(incorporated herein by reference to Exhibit 10.16 of the Annual
Report on Form 10-K of CrossComm for the fiscal year ended December
31, 1995, File No. 0-20110 (the "CrossComm 1995 Form 10-K")).
4.15 Amendments to the CrossComm Corporation 1994 Stock Option Plan, as
amended (incorporated herein by reference to Exhibit 10.30 to the
CrossComm 1996 Form 10-K).
4.16 CrossComm Corporation 1996 Stock Option Plan (incorporated herein by
reference to Exhibit 10.23 to the CrossComm 1996 Form 10-K).
4.17 Amendment to the CrossComm Corporation 1996 Stock Option Plan
(incorporated herein by reference to Exhibit 10.32 to the CrossComm
1996 Form 10-K).
5.1* Opinion of Law Firm Tyge Trier.
23.1* Consent of Ernst & Young A/S.
23.1 Consent of Law Firm Tyge Trier (contained in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page).
99.1* Form of Memorandum regarding Assumption of Stock Options under the
CrossComm Corporation Amended 1988 Incentive Stock Option Plan, the
CrossComm Corporation Amended 1989 Incentive Stock Option Plan, the
CrossComm Corporation 1991 Incentive Stock Option Plan, the CrossComm
Corporation 1992 Stock Option Plan, the CrossComm Corporation 1992
Directors' Option Plan, the CrossComm Corporation 1994 Stock Option
Plan and the CrossComm Corporation 1996 Stock Option Plan
- --------------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Law Firm Tyge Trier]
Olicom A/S
Nybrovej 114
DK-2800 Lyngby
Denmark
July 4, 1997
Ladies and Gentlemen:
I have acted as counsel for Olicom A/S, a Danish corporation (the "Company"),
in connection with the registration under the United States Securities Act of
1933, as amended (the "Act") of the offer and sale by the Company and its
subsidiaries Olicom, Inc. and Olicom Enterprise Products, Inc., of up to
3,000,000 common shares in the Company, nominal value DKK 0.25 each (the
"Shares"), pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") filed with the United States Securities and Exchange Commission
(the "Commission"). Unless otherwise indicated, capitalized terms used herein
shall have the meanings assigned to them in the Registration Statement.
In connection with this opinion, I have examined such documents and records of
the Company and such statutes, regulations and other instruments and
certificates as I have deemed necessary or advisable for the purposes of this
opinion. I have assumed that all signatures on all documents presented to me
are genuine, that all documents submitted to me as copies are true and correct
copies of the originals thereof. I have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, I am of the opinion that the Shares upon issuance and
payment therefor, as contemplated by the options pursuant to which the Shares
may be issued, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to matters of Danish law, and no opinion is
expressed of the laws of any other jurisdiction.
The opinion may be filed as an exhibit to the Registration Statement. In giving
this consent, I do not admit that I am included in the category of persons,
whose consent is required under section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Yours sincerely,
/s/ Tyge Trier
Tyge Trier
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Olicom A/S (the "Company") for the registration of
3,000,000 common shares in the Company, nominal value DKK 0.25 per share, of
our report dated April 2, 1997, with respect to the consolidated financial
statements of the Company as of December 31, 1996, and for the years then
ended, which reports are included in the Company's Annual Report on Form 20-F
for the fiscal year ended December 31, 1996, filed with the Securities and
Exchange Commission,.
/s/ Ernst & Young A/S
Statsautoriseret Revisionsaktieselskab
Copenhagen, Denmark
July 2, 1997
<PAGE> 1
EXHIBIT 99.1
[Olicom Letterhead]
July 7, 1997
NOTICE TO PERSONS GRANTED OPTIONS UNDER THE
STOCK OPTION PLANS
OF CROSSCOMM CORPORATION
You currently hold one or more options as set forth on the attached
schedule to purchase shares of the common stock of CrossComm Corporation, a
Delaware corporation ("CrossComm"), which were granted pursuant to the
CrossComm Corporation Amended 1988 Incentive Stock Option Plan, Amended 1989
Incentive Stock Option Plan, 1991 Incentive Stock Option Plan, 1992 Stock
Option Plan, 1992 Directors' Option Plan, 1994 Stock Option Plan or 1996 Stock
Option Plan (collectively, the "CrossComm Option Plans").
As you may know, CrossComm entered into an Agreement and Plan of
Reorganization dated as of March 20, 1997, among Olicom A/S ("Olicom"), PW
Acquisition Corporation, a wholly-owned subsidiary of Olicom ("MergerSub"), and
CrossComm (the "Merger Agreement"). Pursuant to the Merger Agreement, MergerSub
was merged into CrossComm, and CrossComm became a wholly-owned subsidiary of
Olicom as of the Effective Time of the Merger, which occurred on June 12, 1997.
Pursuant to the Merger Agreement, at the Effective Time Olicom assumed
all outstanding options ("CrossComm Options") to purchase common stock in
CrossComm under the CrossComm Option Plans and substituted common stock in
Olicom ("Olicom Common Stock") for common stock in CrossComm under the assumed
CrossComm Options.
At the Effective Time, each outstanding CrossComm Option, whether
vested, was deemed to constitute an option to acquire the number of whole
shares of Olicom Common Stock equal to the product (rounded down to the nearest
whole number of shares) of (i) the number of shares of CrossComm Common Stock
that remained unexercised (whether vested or unvested) under each CrossComm
Option immediately prior to the Effective Time, multiplied by (ii) 0.595. The
per share exercise price for the Olicom Common Stock issuable upon exercise of
the assumed CrossComm Options was adjusted to the result (rounded up to the
nearest whole cent) obtained by dividing (x) the exercise price per share of
CrossComm Common Stock at which such option was exercisable immediately prior
to the Effective Time divided, by (y) 0.595. The attached schedule sets forth
the number of shares of Olicom Common Stock which you may purchase and the
adjusted per share exercise price under your CrossComm Option(s).
Except as described in the preceding paragraph, all other terms and
conditions of the CrossComm Options assumed by Olicom will continue in full
force and effect. Accordingly, each assumed CrossComm Option remains subject to
the same exercise and vesting terms and expiration date as set forth in the
agreement evidencing such CrossComm Option, and your continuous employment or
service with CrossComm (now known as Olicom Enterprise Products, Inc.) and
<PAGE> 2
Olicom (including Olicom, Inc.) whether occurring before or after the Effective
Time, will be credited to you for all such purposes under the assumed CrossComm
Option. In this regard, the adjustments in the number of shares subject to each
such option and the exercise price therefor do not affect the change of control
provisions contained in the various CrossComm Option Plans.
It is intended that each assumed CrossComm Option qualify as an
incentive stock option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), to the extent that such option qualified as
an incentive stock option immediately prior to the Effective Time. However, you
should consult with your own tax advisors regarding the tax effects of the
assumption of the CrossComm Options by Olicom and the requirements necessary to
obtain favorable income tax treatment under Section 422 of the Code, including,
without limitation, holding period requirements.
Lastly, please note that the sale by you of Olicom Common Stock
purchased pursuant to the exercise of assumed options is subject to Olicom's
current Corporate Policy Statement, which, among other things, strictly
prohibits directors, officers and employees of Olicom and its subsidiaries from
purchasing or selling Olicom Common Stock, or warrants or options to purchase
Olicom Common Stock, (i) while in the possession of material inside
information, or (ii) from the 20th day of each calendar quarter until the
expiration of a full business day after the quarter's earnings have been
publicly released. Accordingly, the trading window is currently closed, and is
not anticipated to open until one full business day after Olicom publicly
releases its earnings for the second quarter. Olicom presently anticipates that
it will publicly release such earnings on July ___, 1997 (and therefore, the
trading window will open on July ___, 1997). These dates are very preliminary
and subject to change. Olicom's senior management is currently reviewing the
Corporate Policy Statement, and it is possible that changes will be made
therein in the near future. However, until you are notified of such changes,
the Corporate Policy Statement adopted by Olicom's Board of Directors on May 4,
1993, will remain effective.
If you have any questions with respect to Olicom's assumption of your
CrossComm Option(s), please contact ________________________ at (972)
______________________.
<PAGE> 3
SCHEDULE OF CROSSCOMM OPTIONS ASSUMED BY OLICOM A/S
Name of Optionee:
--------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Pre-Merger Post-Merger
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Number of Shares of Exercise Number of Shares of Exercise
CrossComm Common Stock Price Olicom Common Stock Price
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
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</TABLE>
