UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FiberCore, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
31563B109
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(CUSIP Number)
Bruce S. Coleman, Esq.
Coleman & Rhine LLP
1120 Avenue of the Americas
New York, New York 10036
212-840-3330
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 14, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with this statement [x]. A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class).
(See Rule 13d-7.)
Note: Six copies of this document, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 31563B109 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mohd A. Aslami ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
4,035,188
NUMBER OF 8 SHARED VOTING POWER
SHARES 3,590,141
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 4,035,188
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,590,141
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,625,329
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 21.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $0.001 par value
per share (the "Common Stock") of FiberCore, Inc. (the "Issuer" or the
"Company"), a Nevada corporation with its principal executive office at 174
Charlton Road, Sturbridge, Massachusetts 01566.
Item 2. Identity and Background.
(a)-(f)
This statement is being filed by Mohd A. Aslami (the
"Reporting Person").
The Reporting Person is a citizen of the United States, residing at 7
Laurel Hill Road, Sturbridge, MA 01566. He is the Chairman, Chief Executive
Officer and President of the Company.
During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities law or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person is a founder and an employee of the
Company and acquired a majority of the securities reported hereby in exchange
for services rendered to the Company and its predecessors. The Reporting Person
acquired the remainder the securities reported hereby with his personal funds.
Item 4. Purpose of the Transaction.
The Reporting Person acquired the securities of the Issuer for
investment.
The Reporting Person may, in the future, acquire additional securities
of the Issuer, through the exercise of options, pursuant to open market
purchases, or otherwise. Similarly, he may in the future dispose of securities
of the Issuer, through sales on the open market or otherwise. The Reporting
Person was named as a "Selling Securityholder" in a Registration Statement
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on Form S-1 (file no. 333-10319) (the "Registration Statement"), which
Registration Statement was declared effective by the Securities and Exchange
Commission on January 14, 1997. The Reporting Person may sell, pledge or
otherwise dispose of the securities of the Issuer pursuant to the registration
Statement. The Reporting Person has no current plans with respect to the
foregoing.
The Reporting Person has no current plans or proposals with respect to:
(i) Any extraordinary corporate transaction relating to the Issuer or
any of its subsidiaries;
(ii) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of the
Issuer; provided, however, that as an officer and director of the Issuer, the
Reporting Person has been involved in discussions regarding the possible
expansion of the Issuer's Board of Directors to include an independent,
non-employee director;
(iv) Any material change in the present capitalization of the Issuer;
(v) Any other material change in Issuer's business or corporate
structure;
(vi) Any changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(vii) Causing a class of securities of the Issuer to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(ix) any similar action to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 4,035,188 shares
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of Common Stock, or 11.4% of the Common Stock of the Company. An additional
3,590,141 shares of Common Stock, or 10.1% of the Common Stock of the Company,
are owned by the Reporting Person's wife, children and three trusts of which the
Reporting Person's wife is a trustee. The total shares of Common Stock owned by
the Reporting Person, his family and the trusts of which Ms. Aslami is a trustee
are 7,625,329 shares of Common Stock, or 21.5% of the Common Stock of the
Company. The Reporting Person disclaims beneficial ownership of the shares of
Common Stock owned by his family and the trusts.
(b) The Reporting Person has sole voting and dispositive power with
respect to 4,035,188 shares of Common Stock, or 11.4% of the Common Stock of the
Company. The Reporting Person has shared voting and dispositive power with
respect to an additional 3,590,141 shares of Common Stock, or 10.1% of the
Common Stock of the Company.
Item 6. Contracts, Arrangements, Understandings or
Relationships With respect to Securities of the Issuer.
On November 27, 1996, the Reporting Person entered into a
Voting Agreement (the "Voting Agreement") among the Company, the Reporting
Person, Charles DeLuca, M. Mahmud Awan and AMP Incorporated pursuant to which
the parties agreed to vote together to elect a slate of directors for the Board
of Directors of the Company. The combined voting power of the four, including
those shares of Common Stock as to which the Reporting Person disclaims
beneficial ownership, is 21,005,775 shares of Common Stock, or 48.6% of the
Common Stock of the Company. The Voting Agreement does not require the parties
to vote together on any other matter. Reference is made to the full text of the
Voting Agreement, attached as an Exhibit hereto, for the complete terms thereof.
Item 7. Exhibits.
The following document is being filed herewith as an Exhibit:
1. Voting Agreement dated as of November 27, 1996, among the Company,
Mohd A. Aslami, Charles DeLuca, M. Mahmud Awan and AMP Incorporated.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 17, 1997
/s/ Mohd A. Aslami
Mohd A. Aslami
6
FIBERCORE INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into this
27th day of November, 1996, by and among FIBERCORE, INC., a Nevada corporation
(the "Company"), AMP INCORPORATED, a Pennsylvania corporation ("AMP"), and Mohd
Aslami, Charles DeLuca and Dr. M. Mahmud Awan (the "Key Shareholders").
RECITAL
WHEREAS, AMP and each of the Key Shareholders hold shares of the
capital stock of the Company; and
WHEREAS, AMP and the Key Shareholders desire to provide for the future
voting of their shares of the Company's capital stock as set forth below;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
VOTING
1.1 AMP and the Key Shareholders each agree to hold all shares
of voting capital stock of the Company (including but not limited to all shares
of Common Stock issued upon exercise of Warrants) registered in their respective
names or beneficially owned by them as of the date hereof, and any and all other
securities of the Company legally or beneficially, directly or indirectly,
acquired by AMP and each of the Key Shareholders after the date hereof
(hereinafter collectively referred to as the "Shares") subject to, and to vote
the Shares in accordance with, the provisions of this Agreement.
1.2 The Company, AMP and the Key Shareholders shall consult
each other and shall vote their respective shares of the Company's voting stock
to elect the Board of Directors of the Company (the "Board") which shall consist
of: (i) one (1) nominee of AMP, (ii) three (3) nominees of the Key Shareholders,
initially to be Mohd Aslami, Charles DeLuca, and Hans Moeller, and (iii) three
(3) nominees mutually acceptable to AMP and the Key Shareholders, one of whom
shall be Dr. M. Mahmud Awan. If AMP opts not to nominate a director, the seventh
nominee shall be mutually acceptable to AMP and the Key Shareholders and shall
qualify as an "Outside Director" as defined below.
1.3 Directors who are not employees of or consultants to the
Company, except for Dr. M. Mahmud Awan, shall be defined as "Outside Directors."
The nominee of AMP shall
1.
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be deemed to be an Outside Director. At all times, the majority of the Board
shall consist of Outside Directors. If the number of directors on the Board
shall be increased or decreased from seven (7) directors, each of the Company,
AMP and the Key Shareholders agree to increase or decrease the number of Outside
Directors so that the majority of the Board continues to consist of Outside
Directors, provided however, that any change in the number of directors shall
not interfere with AMP's right to nominate a director.
1.4 Should an Outside Director resign, die, decide not to
stand for election or be removed, each of the Company, AMP and the Key
Shareholders agree to vote their shares for the election of a new Outside
Director.
1.5 Except as provided by this Agreement, AMP and each Key
Shareholder shall exercise the full rights of a shareholder with respect to the
Shares.
ARTICLE II
COVENANTS
2.1 At its option, AMP may elect not to nominate a
representative to the Board pursuant to Section 1.2. If AMP elects not to
appoint a nominee to the Board, the Company agrees to grant AMP the right to
have an observer at all meetings of the Board and such observer shall be
entitled to receive all notices of meetings and all information provided to the
Board including notices of actions by written consent.
2.2 Except for the AMP nominee, if any, or in the alternative
Dr. M. Mahmud Awan, each of the Outside Directors shall have been elected to the
Board for a three year term within three months of the date hereof. The AMP
nominee, if any, or in the alternative Dr. M. Mahmud Awan, shall be elected to
an initial one year term and shall be elected to a three (3) year term
thereafter.
2.3 The number of seats on the Board shall not be increased
above seven (7) without the written consent of AMP.
2.4 The Company shall maintain a classified and staggered
Board, with each director serving for a term of three years, except for the
first election after the date hereof. At such election Hans Moeller and the
nominee of AMP, if any, or if AMP chooses not to nominate a director, then Dr.
M. Mahmud Awan, shall be elected to an initial one year term ("Class I"); Mohd
Aslami and Charles DeLuca shall be elected to an initial two year term ("Class
II") and the three mutually acceptable Outside Directors sahll be elected to an
initial three year term ("Class III"). Following their initial terms, directors
shall thereafter be elected to three year terms.
2.
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ARTICLE III
TERMINATION
3.1 This Agreement shall continue in full force and effect
from the date hereof through the earliest of the following dates, on which it
shall terminate in its entirety:
(a) the date of the closing of an underwritten public
offering of the Company's Common Stock pursuant to a registration statement
filed with, and declared effective under the Securities Act of 1933, as amended,
covering the offer and sale of the Common Stock and raising net proceeds to the
Company of at least $5,000,000; or
(b) the date as of which AMP and the Key Shareholders
hereto terminate this Agreement by mutual written consent; or
(c) the date on which all Obligations of the Company
under that certain Term Loan Agreement, dated as of November 27, 1996, by and
between AMP and the Company, have been paid in full.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 Each Key Shareholder represents and warrants to AMP that
it (a) owns the Shares free and clear of liens or encumbrances, and has not,
prior to or on the date of this Agreement, executed or delivered any proxy or
entered into any other voting agreement or similar arrangement other than one
which has expired or terminated prior to the date hereof, and (b) it has full
power and capacity to execute, deliver and perform this Agreement, which has
been duly executed and delivered by, and evidences the valid and binding
obligation of such Key Shareholder, enforceable in accordance with its terms.
ARTICLE V
MISCELLANEOUS
5.1 The parties hereto hereby declare that it is impossible to
measure in money the damages that will accrue to a party hereto or to their
heirs, personal representatives or assigns by reason of a failure to perform any
of the obligations under this Agreement and agree that the terms of this
Agreement shall be specifically enforceable. If any party hereto or his heirs,
personal representatives or assigns institutes any action or proceeding to
specifically enforce the provisions hereof, any person against whom such action
or proceeding is brought hereby waives the claim or defense therein that such
party or such personal representative has an adequate remedy at law, and such
person shall not offer in any such action or proceeding the claim or defense
that such remedy at law exists.
3.
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5.2 This Agreement, and the rights of the parties hereto,
shall be governed by and construed in accordance with the laws of the State of
New York as such laws apply to agreements among New York residents made and to
be performed entirely within the State of New York.
5.3 This Agreement may be amended only by an instrument in
writing signed by the Company, AMP and a majority in interest of the Key
Shareholders.
5.4 If any provision of this Agreement is held to be invalid
or unenforceable, the validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby.
5.5 This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, assigns,
administrators, executors and other legal representatives.
5.6 In the event that subsequent to the date of this Agreement
any shares or other securities (other than any shares or securities of another
corporation issued to the Company's shareholders pursuant to a plan of merger)
are issued on, or in exchange for, any of the Shares by reason of any stock
dividend, stock split, consolidation of shares, reclassification or
consolidation involving the Company, such shares or securities shall be deemed
to be Shares, as the case may be, for purposes of this Agreement.
5.7 This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.
5.8 No waivers of any breach of this Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.
5.9 In the event that any suit or action is instituted to
enforce any provision in this Agreement, the prevailing party shall be entitled
to all reasonable out-of-pocket costs and expenses of maintaining such suit or
action, including reasonable attorneys' fees.
5.10 In the event that, at any time after the date of this
Agreement, any further action is necessary or desirable in order to carry out
the purposes of this Agreement, the parties hereto agree to take all such lawful
and necessary action.
5.11 The Company and AMP each agree to use their best efforts
to ensure that the rights given to the parties hereunder are effective and that
the parties enjoy the benefits thereof. Such actions include, without
limitation, the use of the Company's and AMP's best efforts to cause the
nomination and election of the Directors as provided in Article I. The Company
and AMP will not, by any voluntary action, avoid or seek to avoid the observance
or
4.
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performance of any of the terms to be performed hereunder by the Company or AMP,
but will at all times in good faith assist in the carrying out of all of the
provisions of this Agreement.
5.12 Should the provisions of this Voting Agreement be
construed to constitute the granting of proxies, such proxies shall be deemed
coupled with an interest and, to the extent permitted by law, are irrevocable
for the term of this Voting Agreement.
5.13 The voting of shares pursuant to this Voting Agreement
may be effected in person, by proxy, by written consent, or in any other manner
permitted by applicable law.
5.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COMPANY:
FIBERCORE, INC., AMP INCORPORATED,
a Nevada corporation a Pennsylvania corporation
By:/s/ Mohd Aslami By:/s/ James E. Marley
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Mohd Aslami James E. Marley
Chief Executive Officer Its: Chairman of the Board
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KEY SHAREHOLDERS:
/s/ Mohd Aslami
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MOHD ASLAMI
/s/ Charles DeLuca
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CHARLES DELUCA
/s/ M. Mahmud Awan
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DR. M. MAHMUD AWAN
VOTING AGREEMENT
6.
