<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1998
----------------------------
OLICOM A/S
(Translation of registrant's name into English)
Nybrovej 114
DK-2800 Lyngby
Denmark
(Address of principal executive offices)
----------------------------
[Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F
Form 20-F [x] Form 40-F [ ]
[Indicate by check mark whether the registrant by finishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 13g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [x]
[If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 13g3-2(b): Not Applicable
<PAGE> 2
OLICOM A/S
FORM 6-K
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Exhibits.
Exhibit No. Description
- ----------- -----------
1 Notice of Annual General Meeting of Shareholders to
be Held May 7, 1998
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<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OLICOM A/S
Date: April 29, 1998 By: /s/ Boje Rinhart
------------------------------
Boje Rinhart,
Chief Financial Officer
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<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1 Notice of Annual General Meeting of Shareholders to be Held May 7, 1998
</TABLE>
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<PAGE> 1
[OLICOM LOGO]
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held May 7, 1998
To the Shareholders of Olicom A/S:
The Annual General Meeting of Shareholders of Olicom A/S (the
"Company") will be held in Berssalen, the Danish Chamber of Commerce, Bersen,
DK-1217 Copenhagen K, Denmark, on Thursday, May 7, 1998, at 3:00 p.m., local
time, for the following purposes:
1. To (i) receive the Annual Report of the Board of
Directors regarding the Company's activities during fiscal year 1997,
(ii) receive the Company's profit and loss account for the fiscal year
ended December 31, 1997, and its balance sheet at such date (including
the Report of the Company's Auditors thereon), and vote on the
adoption of same, (iii) approve the discharge of management and the
Board of Directors, and (iv) authorize the carry forward of the
Company's losses to the fiscal year ending December 31, 1998;
2. To elect directors to hold office for a term ending
in 1998 and until their successors are elected and qualified;
3. To appoint Ernst & Young Statsautoriseret
Revisionsaktieselskab and KPMG C. Jespersen Statsautoriserede
revisorer as the Company's auditors for the fiscal year ending
December 31, 1998;
4. To grant to the Board of Directors the power to
authorize the purchase from time to time for a period of 18 months
following the Annual General Meeting of up to 10% of the issued and
outstanding common shares of the Company, with a deviation of up to
10% from market price;
5. To approve the fees of the Company's directors for
fiscal year 1998; and
6. To ratify and approve an amendment to the Company's
Articles of Association.
At the Annual General Meeting of Shareholders, the Board of Directors
will deliver its report on the Company's activities for fiscal year 1997, and
there will be a presentation of the Company's Annual Accounts, together with
the Auditor's Report, the Company's Annual Report and its consolidated
accounts.
<PAGE> 2
The Board of Directors has fixed April 11, 1998, as the record date
for the Annual General Meeting. Only holders of record of common shares in the
Company, nominal value DKK 0.25 per share ("Common Shares"), at the close of
business on April 10, 1998, the day prior to the record date, will receive
notice of the meeting. Holders of record of Common Shares on April 11, 1998,
are entitled to vote at the meeting and any adjournments or postponements
thereof. The transfer books of the Company will not be closed.
The accompanying Proxy Statement solicits proxies with respect to the
matters identified above for approval at the Annual General Meeting. A proxy
may be revoked by a shareholder prior to its use, as specified in the enclosed
Proxy Statement.
For holders of record of Common Shares other than through the Danish
Securities Center (generally, shareholders not resident in Denmark), an
admission ticket will be mailed to you approximately seven days prior to the
meeting date. However, if your shares are not registered in your own name,
please advise the shareholder of record (your bank, broker, etc.) that you wish
to attend. That firm should request an admission ticket from the Company on
your behalf, or alternatively, provide you with a proxy, which will enable you
to gain admission to the meeting.
For holders of record of Common Shares through the Danish Securities
Center (generally shareholders resident in Denmark), admission tickets will be
provided by Unibank A/S, Aktiebog, Helgeshoej Alle, DK-2630 Taastrup, Denmark,
telephone +45 33 33 33 01, facsimile +45 33 33 10 31 on sufficient
documentation of shareholding, no later than Monday, May 4, 1998.
Holders of Common Shares are encouraged to attend the Annual General
Meeting and vote on all matters. If you plan to attend the meeting and are a
shareholder of record, please check your proxy card in the space provided for
that purpose.
By Order of the Board of Directors
/s/ Jan Bech
Jan Bech,
Chairman of the Board
Lyngby, Denmark
April 11, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS,
PLEASE SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT AS SOON AS POSSIBLE IN
THE ACCOMPANYING POSTPAID ENVELOPE.
<PAGE> 3
PROXY STATEMENT
The accompanying proxy is solicited on behalf of the Board of
Directors (the "Board") of Olicom A/S (the "Company"), a Danish corporation,
for use at the Company's Annual General Meeting of Shareholders (the "Annual
General Meeting") to be held in Berssalen, the Danish Chamber of Commerce,
Bersen, DK-1217 Copenhagen K, Denmark, on Thursday, May 7, 1998, at 3:00 p.m.,
local time, and for the limited purpose of voting with respect to the election
of the Board of Directors and the other matters described in the accompanying
Notice of Annual General Meeting of Shareholders. Holders of common shares,
nominal value DKK 0.25 per share ("Common Shares"), are encouraged to attend
the Annual General Meeting to cast their votes on all matters.
The Board of Directors has fixed April 11, 1998, as the record date
for the Annual General Meeting. Only holders of record of Common Shares at the
close of business on April 10, 1998 (the day prior to the record date), will
receive notice of the Annual General Meeting. On April 11, 1998, the Company
had issued and outstanding 17,605,595 Common Shares. Holders of record of
Common Shares on April 11, 1998, are entitled to vote at the Annual General
Meeting and are entitled to one vote for each Common Share held.
Except for the proposal to ratify and approve an amendment to the
Company's Articles of Association, the affirmative vote of a majority of the
Common Shares present and voting at the Annual General Meeting is required for
approval of all proposals being submitted to the shareholders for their
consideration. The proposal to ratify and approve an amendment to the
Company's Articles of Association requires approval by two-thirds of the votes
cast at the Annual General Meeting and two-thirds in nominal value of the
voting capital represented at such meeting. The Companies Act of the Kingdom
of Denmark (the "Companies Act") and the Company's Articles of Association
generally do not require the presence, in person or by proxy, of a minimum
number of Common Shares constituting a quorum in order for the Annual General
Meeting to take action with respect to the matters set forth in the attached
Notice of Annual General Meeting of Shareholders.
Any holder of Common Shares granting a proxy in the form accompanying
this Proxy Statement has the power to revoke the proxy prior to its use. A
proxy can be revoked (i) by an instrument of revocation delivered prior to the
Annual General Meeting to the Company's Director of Legal Affairs, (ii) by an
instrument of revocation delivered at the Annual General Meeting to the
chairman of the meeting, (iii) by a duly-executed proxy bearing a later date or
time than the date or time of the proxy being revoked, or (iv) at the Annual
General Meeting, if the shareholder is present and elects to vote in person.
Mere attendance at the Annual General Meeting will not serve to revoke a proxy.
The grant of a proxy by a holder of Common Shares is not a request for a formal
vote at the Annual General Meeting and will be used if a request for a formal
vote is made at the Annual General Meeting. If a request for a formal vote is
made at the Annual General Meeting and unless a contrary choice is indicated,
all duly-executed proxies received by the Company will be voted in accordance
with the instructions set forth on the proxy card. While the Companies Act
provides that a shareholder who is a holder of record of Common Shares no later
than May 4, 1998, may request an admission ticket (on sufficient documentation
of shareholding) and attend the Annual General Meeting, a shareholder must be a
<PAGE> 4
holder of record of Common Shares on April 11, 1998, in order to vote at the
Annual General Meeting.
This Proxy Statement and the accompanying proxy card are being mailed
to shareholders on or about April 11, 1998. Directors, officers and other
employees of the Company may solicit proxies with respect to proposals
discussed in this Proxy Statement, by personal interview, telephone, telegraph
or facsimile, without special compensation. Upon request, the Company will
reimburse brokers, dealers, banks and trustees, or their nominees, for
reasonable expenses incurred by them in forwarding proxy material to beneficial
owners of Common Shares. Any costs of solicitation will be borne by the
Company.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of April 3,
1998, concerning the beneficial ownership of each shareholder known to the
management of the Company to own beneficially more than 5% of the Company's
outstanding voting securities:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Title of Class Beneficial Ownership (1) of Class
------------------- -------------- ------------------------ --------
<S> <C> <C> <C>
Lars Stig Nielsen Common Shares 1,420,080(2)(3) 8.1%
Olicom A/S
Nybrovej 114
DK-2800 Lyngby
Denmark
Nilex Systems ApS Common Shares 1,053,000(4) 6.0
Nordre Strandvej 214
DK-3140 Aalsgaarde
Denmark
The Lake Fund Common Shares 1,496,470(5) 8.5
c/o Plevier Beleggingen B.V.
Roemer Visschherplein 19
2106 AG Heemmstede
The Netherlands
</TABLE>
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<PAGE> 5
- --------------------------
(1) Sole voting and investment power, unless otherwise indicated.
Percentages in the foregoing table are based on 17,543,535 Common Shares issued
and outstanding as of April 3, 1998. Does not include 803,238 Common Shares
which are held of record and in the treasury of the Company.
(2) Includes 1,053,000 Common Shares owned by Nilex Systems ApS
("Nilex"), as to which Mr. Stig Nielsen has 50% voting and investment power.
See Note 4.
(3) Includes 80,000 Common Shares which are issuable to Mr. Stig
Nielsen pursuant to options exercisable within 60 days from the date hereof.
(4) Mr. Stig Nielsen, the Company's Managing Director, Chief
Executive Officer and a member of the Board of Directors, is an officer and
director of, and (through Eutronic Systems ApS, a corporation in which he
holds 70% of the share capital) a principal shareholder in, Nilex.
(5) Based on information set forth in a Schedule 13D, dated
December 31, 1997, filed with the Securities and Exchange Commission by The
Lake Fund, together with other information provided to the Company.
As of the close of business on April 10, 1998, Cede & Co., the nominee
of The Depository Trust Company, held of record 14,812,119 Common Shares, or
84.4% of the outstanding Common Shares, all of which were held for the accounts
of member firms and institutions participating in the facilities of The
Depository Trust Company.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of April 3,
1998, concerning the beneficial ownership of Common Shares, the only class of
the Company's outstanding voting securities, by each director, each executive
officer, and the directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership (1) of Class
---- ------------------------ --------
<S> <C> <C>
Jan Bech 37,000 (2) *
Bo F. Vilstrup 29,150 *
Lars Stig Nielsen 1,420,080 (2)(3) 8.1%
Kurt Anker Nielsen 1,400 *
Frank G. Petersen 5,000 *
Michael J. Peytz 2,000 *
Anders Knutsen -- *
Boje Rinhart 67,750 (2)(4) *
Niels Christian Furu 16,250 (2)(5) *
</TABLE>
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<PAGE> 6
<TABLE>
<S> <C> <C>
J. Michael Camp 37,900 (2)(6) *
All directors and executive 1,616,530 (2)(3)
officers as a group (consisting
of 10 persons)
</TABLE>
- ---------------------
*Less than 1%
(1) Sole voting and investment power, unless otherwise indicated.
Percentages in the foregoing table are based on 17,543,535 Common Shares issued
and outstanding as of April 3, 1998.
(2) Includes an aggregate of 225,400 Common Shares which are
issuable to certain executive officers and directors pursuant to options
exercisable within 60 days from the date hereof, as follows: Mr. Bech, 25,000
Common Shares; Mr. Stig Nielsen, 80,000 Common Shares; Mr. Rinhart, 66,250
Common Shares; Mr. Furu, 16,250 Common Shares; and Mr. Camp, 37,900 Common
Shares.
(3) Mr. Stig Nielsen is an officer and director of, and (through
Eutronic Systems ApS) a principal shareholder in, Nilex. Includes 1,053,000
Common Shares owned by Nilex, as to which Mr. Stig Nielsen has 50% voting and
investment power.
(4) Mr. Rinhart is Executive Vice President and the Chief
Financial Officer of the Company.
(5) Mr. Furu is Executive Vice President and the Chief Operating
Officer of the Company.
(6) Mr. Camp is the President and Chief Executive Officer of
Olicom, Inc.
EXECUTIVE OFFICERS
The following individuals are executive officers of the Company, who
will serve in the capacities noted until the election and qualification of
their successors:
<TABLE>
<CAPTION>
Name Positions and Office
---- --------------------
<S> <C>
Lars Stig Nielsen Managing Director and Chief Executive Officer of the Company
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C>
Boje Rinhart Executive Vice President and Chief Financial Officer of the Company
Niels Christian Furu Executive Vice President and Chief Operating Officer of the Company.
J. Michael Camp President and Chief Executive Officer of Olicom, Inc.
</TABLE>
See "Matters to be Brought Before the Meeting -- Proposal 2: Election
of Directors" for the biographical summary of Mr. Stig Nielsen.
Mr. Rinhart, 49, has been employed by the Company since 1995, as
Executive Vice President and Chief Financial Officer. Prior to joining the
Company, Mr. Rinhart was a partner in the management consulting firm of Hjorth
& Rinhart (from 1986 to 1995).
Mr. Furu, 41, has been employed by the Company since May 1, 1997, as
Executive Vice President and Chief Operating Officer. Prior to joining the
Company, Mr. Furu served as Vice President of IBM Denmark A/S and Director of
Nordic PC Sales (from 1995 to 1997). Prior thereto, he served as Director of
Sales for Finance and Telecommunications for IBM Denmark A/S (from 1993 to
1995) and as Assistant to the General Manager of Marketing, IBM Europe (from
1991 to 1993).
Mr. Camp, 48, has been employed by Olicom, Inc., as its President and
Chief Executive Officer since 1996. Prior to joining Olicom, Inc., Mr. Camp
was a Vice-President and General Manager of the Multimedia Business
Applications Division at Northern Telecom Ltd. (from 1993 to 1996). Prior
thereto, he served as a Vice-President at Northern Telecom, where he served as
General Manager of its Data Networks Division (from 1992 to 1993).
CERTAIN TRANSACTIONS
Contex A/S. Pursuant to a Share Purchase Agreement between the
Company and Nilex dated January 23, 1996, the Company transferred and assigned
to Nilex the Company's minority interest in Contex A/S (the "Contex Interest").
The sales price for the Contex Interest was DKK 41,000,000 (approximately
$7,200,000), which resulted in a gain to the Company of $2,900,000, net of
taxes. The sales price for the Contex Interest was approved by a disinterested
majority of the Board, on the basis of an appraisal of the value of the Contex
Interest by an unaffiliated third party.
The Company's policy is to require that all transactions between the
Company and its officers, directors and other affiliates be on terms no less
favorable to the Company than could be
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<PAGE> 8
obtained from unaffiliated third parties, and that all such transactions be
approved by a majority of the disinterested members of the Board.
MATTERS TO BE BROUGHT BEFORE THE MEETING
The Company's Articles of Association require that the matters
identified in Proposals 1-6 in the Notice of Annual General Meeting of
Shareholders be included in the agenda of such meeting. Set forth below is a
brief description of these matters.
PROPOSAL 1 -- RECEIPT OF THE ANNUAL REPORT OF THE BOARD OF DIRECTORS, APPROVAL
OF ANNUAL ACCOUNTS, DISCHARGE OF MANAGEMENT AND THE BOARD OF DIRECTORS, AND
CARRY FORWARD OF THE COMPANY'S LOSSES
Section 69 of the Companies Act provides that the Annual Accounts of
the Company shall be presented to, and either be adopted or rejected by, the
Annual General Meeting. Copies of the Company's Annual Accounts prepared in
accordance with generally accepted accounting principles of the Kingdom of
Denmark will be available at the Annual General Meeting. In addition, any
shareholder desiring a copy of the Annual Accounts may request same from the
Company at the addresses set forth in this Proxy Statement. In connection with
the adoption of the Annual Accounts, there will be consideration of the
discharge of management and the Board of Directors. Under Danish law it is
also appropriate to carry forward prior years' losses.
THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE
"FOR" THE APPROVAL OF PROPOSAL 1.
PROPOSAL 2 -- ELECTION OF DIRECTORS
Nominees
The Company's Articles of Association provide for a Board of Directors
of four to eight members. The Board of Directors has proposed that seven
directors be elected at the Annual General Meeting. In the event that a
request for a formal vote is made at the Annual General Meeting, it is the
intention of the persons named in the accompanying proxy to vote "FOR" the
election of the nominees identified below. Except for Mr. Bjerre-Nielsen, all
such persons are currently serving as directors of the Company. Should any
nominee for director be unable or fail to accept nomination or election (which
is not contemplated), it is the intention of the persons named in the proxy,
unless otherwise specifically instructed in the proxy, to vote "FOR" the
election in his stead of such other person as the Board may propose in the
event that a request for a formal vote is made at the Annual General Meeting.
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<PAGE> 9
Under corporate law and practice in Denmark, it is not customary to
vote "for" or "against" individual directors; rather, shareholders either
approve or withhold authority to approve the directors proposed by the Board of
Directors.
The following table provides the names of the nominees for election as
directors and certain information concerning such persons:
<TABLE>
<CAPTION>
Name
---- Position and Office Director
with the Company Continuously Since
-------------- -----------------
<S> <C> <C>
Jan Bech Chairman of the Board 1985
Bo F. Vilstrup Deputy Chairman of the Board 1992
Lars Stig Nielsen Managing Director, Chief Executive 1985
Officer and Member of the Board of
Directors
Frank G. Petersen Member of the Board of Directors 1996
Michael J. Peytz Member of the Board of Directors 1996
Anders Knutsen Member of the Board of Directors 1997
Seren Bjerre-Nielsen Nominee to the Board of Directors --
</TABLE>
Mr. Bech, 58, has been Chairman of the Board since 1985. He serves as
Chairman of the Board and Managing Director of ARCO-TECH Ltd. Mr. Bech
previously served as a Vice-President of Ing. C. Olivetti & C., S.p.A., with
responsibility for the commercial activities of Olivetti in Scandinavia and
Europe (from 1985 to 1992).
Mr. Vilstrup, 55, has been a member of the Board of Directors since
1992 and Deputy Chairman of the Board since 1994. He is an attorney and has
been a partner in the law firm of Lett, Vilstrup & Partnere, Copenhagen,
Denmark, since 1972.
Mr. Lars Stig Nielsen, 56, is the founder of the Company and has held
the positions of Managing Director, Chief Executive Officer and member of the
Board of Directors since 1985.
Mr. Petersen, 65, was employed by International Business Machines
Corporation from 1957 until his retirement in 1994. At the time of his
retirement, he served as Chairman and President of IBM Nordic AB, with
responsibility for IBM's commercial activities in Scandinavia.
- 7 -
<PAGE> 10
Mr. Peytz, 41, has served as Managing Director and Chief Executive
Officer of EuroCom Industries A/S since 1997.
Mr. Knutsen, 50, has served as Managing Director and Chief Executive
Officer of Bang & Olufsen A/S and Bang & Olufsen Holding A/S since 1991.
Mr. Bjerre-Nielsen, 45, has served as Vice Executive Officer and Chief
Financial Officer of Danisco A/S since 1995. In accordance with Section 47(6)
of the Companies Act, Mr. Bjerre-Nielsen has advised the Company that he also
serves as a member of the Board of Directors of Velux Industri A/S and Velux
A/S.
There are no family relationships among directors and executive
officers of the Company or its subsidiaries.
The business of the Company is managed under the direction of the
Board of Directors of four to eight members. The Company's Articles of
Association provide for a Board of Directors to be elected by the shareholders
to serve one- year terms. In addition, directors may be elected for four-year
terms by the employees of the Company and its Danish subsidiaries, in
accordance with Danish law. The statutory rights of the employees of the
Company and its Danish subsidiaries to representation on the Board have not
been exercised to date. Officers of the Company serve at the discretion of the
Board.
Meetings and Committees of the Board
The Board meets during the Company's fiscal year to review significant
developments affecting the Company and to act on matters requiring Board
approval. There were 12 meetings of the Board during fiscal year 1997.
The Board has established an Audit Committee to assist the Board in
the discharge of its responsibilities. The Audit Committee recommends to the
Board two firms of certified public accountants to conduct audits of the
accounts and affairs of the Company and monitors the performance of such firms,
reviews accounting objectives and procedures of the Company (including matters
relating to internal control systems) and the findings and reports of the
independent certified public accountants, and makes such reports and
recommendations to the Board as it deems appropriate. The Company's Audit
Committee is comprised of four non-employee directors, which presently include:
Messrs. Bo Vilstrup (Chairman), Jan Bech, Kurt Anker Nielsen and Michael Peytz.
The Annual General Meeting appoints the Company's auditors.
The Board of Directors does not have a standing compensation
committee, nominating committee, or any other committee performing similar
functions. The functions customarily
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<PAGE> 11
attributable to a compensation and nominating committees are performed by the
Board of Directors as a whole.
Compensation of Directors and Executive Officers
An aggregate of approximately $1,185,000 was paid by the Company to
its directors and executive officers as a group (10 persons) for services
rendered during fiscal year 1997 in all capacities, and approximately $775,000
was paid by the Company during fiscal year 1997 to its senior management,
consisting of the Company's Managing Director, its Chief Financial Officer and
its Chief Operating Officer, registered with the Commercial and Companies
Agency of the Kingdom of Denmark.
For fiscal year 1998, it is proposed that nonmanagement directors
receive directors' fees as discussed below under "Proposal 5 -- Directors'
Fees."
The Company has entered into a service agreement (the "Employment
Agreement") with Mr. Stig Nielsen, the Company's Managing Director and a member
of the Board. The Employment Agreement does not contain a term, but is
terminable by the Company on 24 months' notice and is terminable by Mr. Stig
Nielsen on six months' notice. In the event that either party to the
Employment Agreement commits a gross breach of contract, the other party may
immediately terminate the Employment Agreement. The Employment Agreement
prohibits Mr. Stig Nielsen from competing with the Company for a period of 18
months after termination of the Employment Agreement, except in the event that
the Employment Agreement is terminated by the Company or Mr. Stig Nielsen
terminates the Employment Agreement as a result of the gross breach thereof by
the Company.
Indemnification Agreements
The Company has entered into Indemnification Agreements with its
directors, executive officers and certain key employees. Each such
Indemnification Agreement provides for indemnification of the Company's
directors, executive officers and certain key employees to the fullest extent
permitted by the Companies Act. Additionally, Olicom, Inc., has entered into
Indemnification Agreements with its directors (which include Messrs. Bech, Stig
Nielsen, Camp and Max Jensen), executive officers and certain key employees.
Each such Indemnification Agreement provides for indemnification of the
directors, executive officers and key employees of Olicom, Inc., to the fullest
extent permitted by the Delaware General Corporation Law.
To the extent that the Board of Directors of the Company or Olicom,
Inc., or their respective shareholders may in the future wish to limit or
repeal the ability of the Company or Olicom, Inc., to indemnify directors,
executive officers and key employees, such repeal or limitation may not be
effective as to directors, executive officers and key employees who are parties
to such Indemnification Agreements, because their rights to full protection
will be contractually assured by the Indemnification Agreements. It is
anticipated that similar contracts
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<PAGE> 12
may be entered into, from time to time, with future directors, executive
officers and key employees of the Company and Olicom, Inc.
THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE
"FOR" EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.
PROPOSAL 3 -- APPOINTMENT OF AUDITORS
The Board proposes that the Annual General Meeting appoint Ernst &
Young Statsautoriseret Revisionsaktieselskab ("Ernst & Young") and KPMG C.
Jespersen Statsautoriserede revisorer ("KPMG") as independent auditors to audit
the financial statements of the Company for the year ending December 31, 1998.
Ernst & Young has acted as the Company's auditors since 1985; KPMG has acted as
the Company's auditors since 1997. Representatives of Ernst & Young and KPMG
will be present at the Annual General Meeting, will have an opportunity to make
a statement if desired, and will be available to respond to appropriate
questions.
Under corporate law and practice in Denmark, it is not customary to
vote "for" or "against" the appointment of the Company's auditors; rather,
shareholders either approve or withhold authority to approve the auditors
proposed by the Board of Directors.
THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE
"FOR" THE APPROVAL OF PROPOSAL 3.
PROPOSAL 4 -- AUTHORIZATION TO PURCHASE COMMON SHARES
Proposal 4 will grant to the Board the power to authorize the
purchase, from time to time for a period of 18 months following the Annual
General Meeting, up to 10% of the Company's issued and outstanding Common
Shares, at the market price of the Common Shares on the date of purchase, with
a deviation of up to 10% from the market price.
Section 48 of the Companies Act permits a company incorporated under
Danish law to acquire up to 10% of its issued and outstanding capital stock,
provided that such acquisitions are undertaken pursuant to shareholder
authorization granted to a company's board of directors (such authorization may
not be granted for a period exceeding 18 months). At the Annual General
Meeting held on May 29, 1997, the Board of Directors was authorized to purchase
up to 10% of the Company's share capital at the market price of the Common
Shares on the date of purchase, with a deviation of up to 10% from the market
price. Such authorization will expire prior to the 1998 Annual General Meeting
unless extended.
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<PAGE> 13
The purpose of Proposal 4 is to continue to provide the Board with a
measure of flexibility in dealing with the Company's outstanding Common Shares,
as well as providing a pool of Common Shares for issuance pursuant to the
Company's Share Incentive Plans. The Company believes that a number of
circumstances could arise whereby the Company would be benefited by its ability
to purchase its own securities. For example, to the extent that the Board
feels that the Common Shares may be undervalued at the market levels at which
they are trading, repurchases of Common Shares may represent an attractive
investment for the Company. There may be other situations when repurchases of
Common Shares are appropriate or necessary to facilitate a corporate
transaction wherein part of the consideration to be paid by the Company
consists of Common Shares.
The Board of Directors has in the past authorized the repurchase of
Common Shares, and pursuant to such authority, the Company has from time to
time purchased Common Shares. It is the intention of the Board that any
purchases of Common Shares will be made in accordance with United States
federal securities laws, as well as any applicable rules and regulations of the
National Association of Securities Dealers, Inc. Further, Common Shares will
be purchased only if, in the judgment of the Board, it would be in the best
interest of the Company to purchase such shares at the time and at the prices
at which any such purchases are proposed to be made.
THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE
"FOR" THE APPROVAL OF PROPOSAL 4.
PROPOSAL 5 -- DIRECTORS' FEES AND OPTIONS
For fiscal year 1998, it is proposed that the directors' fees be
unchanged, with the result that (i) nonmanagement directors will receive a
director's fee of DKK 120,000 (approximately $17,100), (ii) the Chairman of the
Board will receive a director's fee of DKK 240,000 (approximately $34,200), and
(iii) the Deputy Chairman of the Board will receive a director's fee of DKK
180,000 (approximately $25,700).
For fiscal year 1998, it is also proposed that directors be granted options to
purchase Common Shares, as follows: (i) nonmanagement directors will receive
options to purchase 4,000 Common Shares, (ii) the Chairman of the Board will
receive an option to purchase 8,000 Common Shares, and (iii) the Deputy
Chairman of the Board will receive an option to purchase 6,000 Common Shares.
The exercise price for all options will be the fair market value of the Common
Shares on the date of grant.
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<PAGE> 14
THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE
"FOR" THE APPROVAL OF PROPOSAL 5.
PROPOSAL 6 -- AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board has proposed that an amendment of the Articles of
Association be ratified as described below.
In connection with the listing of the Common Shares on the Copenhagen
Stock Exchange on November 4, 1997, it was necessary to add a new Section 2 to
Article 10 of the Articles of Association, to provide that holders of Common
Shares registered with the Danish Securities Center will, to the extent
declared, receive dividends through the Danish Securities Center. The Board
proposes that the Annual General Meeting ratify the addition of Section 2 to
Article 10 of the Articles of Association, the English translation of which
section reads in its entirety as follows:
"(2) Dividends to shareholders whose shares are registered
with the Danish Securities Centre will be paid through the Danish
Securities Center to the credit of the shareholder's account with his
custodian institution."
The addition of Section 2 to Article 10 has previously been registered
with the Commercial and Companies Agency of the Kingdom of Denmark, and
shareholder ratification of same is being requested at the Annual General
Meeting. Any shareholder who desires to receive a copy of the Danish text of
this addition to the Articles of Association, or a copy of the Articles of
Association as presently in effect and as filed with the Commercial and
Companies Agency, may obtain same by contacting the Company's Investor
Relations Department at the address set forth in this Proxy Statement.
In order to be adopted, Proposal 6 requires approval by two-thirds of
the votes cast at the Annual General Meeting and two-thirds in nominal value of
the voting capital represented at such meeting.
THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE
"FOR" THE APPROVAL OF PROPOSAL 6.
SHAREHOLDER PROPOSALS
Any shareholder is entitled to submit proposals to be discussed at an
annual general meeting; however, in order to be considered at an annual general
meeting, any proposal that would require consideration by the Board of
Directors is required to be submitted in writing to the Board of Directors not
later than February 1 following the end of the year to which such annual
general meeting relates. A proper proposal submitted by a shareholder in
accordance with applicable rules and regulations for presentation at the
Company's next annual general meeting of shareholders that is received at the
Company's principal executive offices by February 1, 1999, will be included in
the Company's proxy statement and form of proxy for that meeting.
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<PAGE> 15
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth herein. Should any
other matter requiring a vote of shareholders arise, the proxies in the
enclosed form confer upon the person or persons entitled to vote the shares
represented by such proxies discretionary authority to vote the same in
accordance with their best judgment.
FINANCIAL STATEMENTS AVAILABLE
A copy of the Company's 1997 Annual Report containing the audited
consolidated balance sheets at December 31, 1996 and 1997, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three fiscal years ended December 31, 1997, prepared in accordance with
accounting principles generally accepted in the United States, is being mailed
with this Proxy Statement to shareholders entitled to notice of the Annual
General Meeting. The Annual Report does not constitute a part of the proxy
solicitation material.
Upon written request to the Company's Investor Relations Department
c/o Olicom A/S, Nybrovej 114, DK-2800 Lyngby, Denmark, or c/o Olicom, Inc.,
1680 N. Prospect Drive, Richardson, Texas 75081, the Company will provide,
without charge, copies of (i) the Company's Annual Report on Form 20-F for
fiscal year 1997, as and when filed with the Securities and Exchange
Commission, and (ii) the Company's Annual Accounts.
By Order of the Board of Directors,
/s/ Jan Bech
Jan Bech,
Chairman of the Board
Lyngby, Denmark
April 11, 1998
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