As filed with the Securities and Exchange Commission on February 11, 1997
Registration No. 333-21103
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment Number 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE WIDECOM GROUP INC.
(Exact name of Registrant as specified in its Charter)
Ontario 98-0139939
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
55 City Centre Drive, Suite 500
Mississauga, Ontario, Canada L5B 1M3
(905) 566-0180
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
Suneet S. Tuli, Executive Vice President
c/o The Corporation Trust Company
2 Oliver Street
Boston, Massachusetts 02109
(905) 566-0180
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service) With copy to:
Jeffrey M. Stoler, Esq.
Partridge, Snow & Hahn
101 Federal Street
Boston, Massachusetts 02110
617-476-8901
Approximate date of commencement of the proposed sale to the public: As soon as
practicable after this Registration Statement is declared 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, other
than securities offered only in connection with dividend or interest
reinvestment plans, 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, 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Class of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price Registration Fee
- ------------------------------ ------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, no par value (2) 1,897,500 $ 8.50 $ 16,128,750 $ 4,887.50
Common Stock, no par value (3) 1,135,000 8.50 9,647,500 2,923.48
-----------------------------------------------------------------
Total 3,032,500 $ 8.50 $ 25,776,250 $ 7,810.98
=================================================================
<FN>
- -------------------
<F1> (1) The price has been calculated in accordance with Rule 457(c) and is based
on the closing price of the Common Stock as reported on the Nasdaq
SmallCap System on January 31, 1997.
<F2> (2) Common Stock issuable upon exercise of outstanding warrants, offered and
sold in connection with the Registrant's initial public offering.
<F3> (3) Common Stock issuable upon exercise of warrants held by Selling
Stockholders including warrants held by the underwriter of Registrant's
initial public offering and the warrants included in such warrants.
</FN>
</TABLE>
Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until 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, or until the Registration Statement shall become effective on
such date as the Commission acting pursuant to Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED FEBRUARY 11, 1997
PROSPECTUS
THE WIDECOM GROUP INC.
3,032,500 Shares
Common Stock
This Prospectus relates to the registration for sale of 3,032,500 shares
(the "Shares") of common stock, no par value per share (the "Common Stock") of
The WideCom Group Inc., an Ontario corporation (the "Company"), by the Company
and the Selling Stockholders (as hereinafter defined). The Company will bear all
expenses incident to the registration of the Shares under the Securities Act of
1933, as amended (the "Securities Act"), and state securities laws, if any, on
behalf of the Selling Stockholders. The Company will not receive any proceeds
from the sale of the Shares by the Selling Stockholders.
The Common Stock is traded in the National Association of Securities
Dealers Automated Quotation System - SmallCap System (the "Nasdaq SmallCap")
under the symbol "WIDEF." On January 31, 1997, the closing price per share of
the Common Stock as reported on the Nasdaq SmallCap Market was $8.50.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Proceeds to
Price to Proceeds to the Selling
Public(1) the Company(2) Stockholders(3)
----------- -------------- ---------------
<S> <C> <C> <C>
Per Share ................ $8.50 0 $8.50
Total .................... $25,776,250 0 $25,776,250
<FN>
- -------------------
<F1> (1) This price is based on the closing price of the Common Stock as reported
on the Nasdaq SmallCap Market on January 31, 1997
<F2> (2) All of the shares being registered are shares acquirable from the Company
upon exercise of currently outstanding warrants. If all of such warrants
are exercised, the Company would receive proceeds of $14,264,650. See "Use
of Proceeds."
<F3> (3) The Selling Stockholders shall pay all underwriting discounts and
commissions, if any, in connection with the sale of their respective
Shares. Expenses associated with the preparation of this Prospectus, and
the Registration Statement of which it is a part, are payable by the
Company and are estimated at $43,810.98. The Company will not receive any
of the proceeds from the sale of the Shares by the Selling Stockholders.
See "Use of Proceeds."
</FN>
</TABLE>
The date of this Prospectus is February 11, 1997
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION............................................... 3
INCORPORATION OF DOCUMENTS BY REFERENCE............................. 3
THE COMPANY......................................................... 5
RISK FACTORS........................................................ 5
USE OF PROCEEDS..................................................... 12
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION....................... 12
DESCRIPTION OF SECURITIES........................................... 13
LEGAL MATTERS....................................................... 13
EXPERTS............................................................. 14
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES.................................................... 14
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission 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 Seven World Trade Center, New York, NY
10048 and Northwestern Atrium Center, 500 West Madison Street (Suite 1400),
Chicago, IL 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Company's Common Stock is included for quotation
in the Nasdaq SmallCap under the symbol "WIDEF," and such reports, proxy
statements and other information concerning the Company are available for
inspection and copying at the office of the National Association of Securities
Dealers, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
F-3 (together with any amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the transactions described herein. As permitted by the rules and regulations of
the Commission, this Prospectus omits certain information, exhibits and
undertakings contained in the Registration Statement. Such additional
information, exhibits and undertakings can be inspected at and obtained from the
Commission's principal office in Washington, D.C. For further information with
respect to the transactions described herein and the Company, reference is made
to the Registration Statement and the financial schedules and exhibits filed as
part thereof. Statements contained in this Prospectus as to the terms of any
agreement or other document are not necessarily complete; with respect to each
such agreement or other document filed as an exhibit to the Registration
Statement, reference is hereby made to the exhibit for a more complete
description of the matter involved, and each such statement is qualified in all
respects by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference: (i) the
Company's Proxy Statement dated December 30, 1996; (ii) the Company's Annual
Report on Form 10-K for the year ended March 31, 1996; (iii) the Company's
Quarterly Reports on Forms 10-Q for the fiscal quarters ended December 31, 1995,
June 30, 1996 and September 30, 1996; (iv) the Company's Current Report on Form
8-K dated January 31, 1997 and the Company's Current Report on Form 8-K dated
June 3, 1996; and (v) the Company's Registration Statement on Form F-1 dated
December 15, 1995, registration number 33-78004, as amended. All documents filed
by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the Shares described in this Prospectus shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
dates of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference 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.
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon the oral or written request of any such person, a
copy of any or all of the documents incorporated by reference herein, other than
certain exhibits to such documents. Such requests should be addressed to Suneet
S. Tuli, Executive Vice President, The WideCom Group Inc., 55 City Centre Drive,
Suite 500, Mississauga, Ontario, Canada L5B 1M3; telephone (905) 566-0180.
No persons have been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering of securities made hereby and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company, the Selling Stockholders or any other person. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any
securities, or the solicitation of a proxy, by anyone, in any jurisdiction to or
from any person to whom it is not lawful to make such offer or solicitation in
such jurisdiction. Neither the delivery of this Prospectus nor any distribution
of securities made hereunder shall under any circumstances create an implication
that there has been no change in the affairs of the Company since the date
hereof or that the information herein is correct as of any time subsequent to
its date.
THE COMPANY
The Company was incorporated in Ontario, Canada in June 1990. The Company
designs, assembles and recently commenced limited marketing of high-speed,
high-performance document systems which transmit, receive, print, copy and/or
archive wide format documents, such as blueprints, schematics, newspaper layouts
and other mechanical and engineering drawings. The Company's products include
WIDEfax Scan, a 36" wide format scanner, and WIDEfax Plotter, a 36" wide format
plotter (printer). The Company also markets WIDEfax Modular Unit which
incorporates a WIDEfax Scan module, a WIDEfax Plotter module, optional internal
modems and software to permit the unit to interface with a personal computer and
combine scanning, printing, facsimile and copying functions in one unit. The
Company has only recently commenced commercialization activities which, to date,
have resulted in only limited product sales.
The Company designed its WIDEfax document systems in response to perceived
market demand for systems which facilitate the efficient management and
transmission of wide format documents, particularly for architectural,
engineering and construction applications. The Company also markets its products
for use by manufacturers in the garment and graphic arts industries, utilities
and government agencies and for applications in newspaper and advertising
industries. Although the markets for the Company's products are highly
specialized and the Company has not conducted any formal market studies as to
the potential demand for wide format document systems, the Company believes that
the markets for wide format document systems are emerging as a result of the
increasing demand for systems which can more efficiently scan, copy, print,
transmit, receive and archive wide format documents. The Company believes that
its products provide attractive alternatives to traditional methods employed to
permit multiple users to view wide format documents, such as the use of an
overnight courier to deliver copies of a document or microfiche reproduction.
During 1996 the Company formed a research and development consortium,
known as Technologies NovImage ("NovImage"), with an economic development agency
of the Province of Quebec. The Company is now conducting all of its research and
development activities through NovImage, which activities are expected to
qualify for partial funding from governmental agencies.
RISK FACTORS
The securities offered hereby are speculative in nature and involve a high
degree of risk, including, but not limited to, the risk factors described below.
Each prospective investor should carefully consider the following risk factors
before making an investment decision. This Prospectus contains, in addition to
historical information, forward looking statements that involve risks and
uncertainties. Those statements appear in a number of places in this Prospectus
and include statements regarding the intent, belief or current expectations of
the Company, its directors or officers with respect to: (i) future revenues,
(ii) product development, (iii) the future of the wide format document system
industry, and (iv) other matters. The Company's actual results could differ
materially from those anticipated in the forward looking statements as a result
of certain factors, including those discussed below and elsewhere in this
Prospectus.
1. Limited Relevant Operating History; Limited Revenue and Profit; Future
Operating Results. The Company commenced marketing its first 36" wide format
facsimile machine on a limited basis, primarily for demonstration purposes, in
1992, and other wide format document systems in 1994 and has a limited relevant
operating history upon which an evaluation of the Company's prospects and
performance can be made. The Company is subject to all of the risks, expenses,
delays, problems and difficulties typically encountered in the establishment of
a new business in an industry characterized by intense competition, as well as
those encountered in the shift from development to commercialization of new
products based on innovative technologies. For example, although the Company
announced in December 1996 that it had achieved its initial target production
for its SLC 436 color scanner, the Company has since reduced its production
output in an effort to implement changes intended to reduce the incidence of
manufacturing defects.
Since inception, the Company has generated limited revenues from
operations, achieved limited profitability in the fiscal years 1993 through
1995, sustained a loss of approximately $840,000 for the fiscal year ended March
31, 1996 and a further loss of approximately $1,040,000 for the six months ended
September 30, 1996. Management anticipates that the Company will incur a loss
for the fiscal quarter ended December 31, 1996, as well. The Company would have
incurred losses during each of the fiscal years ended March 31, 1993, 1994 and
1995 if it had not received revenues from research and development grants and
similar reimbursement programs. Unfavorable general economic conditions,
including any possible future downturns in domestic or international economies,
would materially and adversely affect the Company's future operating results.
There can be no assurance that the Company will be able to achieve increased
levels of revenue in the future or that the Company's future operations will be
profitable.
2. Working Capital Position. The Company's heavy investment in property,
plant, equipment and inventories, its continuing operating losses and its
$1,850,000 investment in NovImage have substantially reduced the Company's cash
position. As a result, management believes it will be necessary to raise
additional capital in the near future, and is exploring the Company's
alternatives at this time. The inability to obtain additional financing, when
needed and on acceptable terms, would have a material adverse effect on the
Company's operations. To the extent that any future financing involves the sale
of the Company's equity securities, the interests of the Company's then existing
shareholders, including investors in this offering, could be diluted. See Risk
Factor 18, below.
3. Highly Specialized and Emerging Markets; Uncertainty of Market
Acceptance; Possibility of Differing Industry Standards. The wide format
document systems industry is a highly specialized segment of the document
systems industry and is characterized by emerging and evolving markets and an
increasing number of entrants who have introduced or are developing an array of
new wide format products based on a variety of technologies. Each of these
entrants is seeking to establish its products and technologies as the preferred
method for reproducing, transmitting and storing wide format documents. To the
extent that a competitor establishes its technologies as the preferred method
within the industry, the Company may be required to modify or discontinue its
products. As is typical in the case of emerging and evolving markets, demand and
market acceptance for newly introduced products is subject to a high level of
uncertainty. Since both the sender and recipient of wide format facsimile
transmissions must have a WIDEfax machine in order to accommodate a wide format
document in its existing form, purchasers may be reluctant to purchase the
Company's products until wide scale market acceptance has been achieved.
Achieving market acceptance of the Company's products will require substantial
marketing efforts and expenditures of significant funds to create awareness and
demand for the Company's products. In addition, potential customers may elect to
utilize other products which they believe to be more efficient or have other
advantages over the Company's products or may be reluctant to purchase the
Company's products due to significant capital investment in other wide format
document systems. There can be no assurance that emerging markets for the
Company's products will not be limited, that the Company will have the funds or
other resources necessary to achieve its marketing objective or that the
Company's efforts will result in successful product commercialization or initial
or continued market acceptance for its products.
4. Limited Marketing Capabilities and Experience; Dependence Upon
Third-Party Marketing Arrangements. The Company has limited marketing experience
and limited financial, personnel and other resources to independently undertake
extensive marketing activities. Accordingly, the Company has entered into
third-party marketing arrangements and intends to rely primarily on domestic and
foreign distributors and dealers to market the Company's products. The Company
will be dependent upon the efforts of such distributors and dealers and may be
dependent upon a limited number of such distributors and dealers for a
significant portion of its revenues. For the years ended March 31, 1995 and
1996, the Company's five largest distributors accounted for approximately 45.3%
and 37%, respectively, of the Company's product sales. The Company has only
recently entered into marketing arrangements with many of its key distributors
and dealers and the Company's prospects will depend to a large extent upon their
efforts and the Company's ability to develop and maintain strategic marketing
relationships with additional distributors and dealers. Certain of the Company's
dealers and distributors represent various product lines generally, and cannot
be expected to increase their sales efforts for the Company's products in the
absence of increased incentives or product demand. The Company will also be
dependent upon such distributors and dealers to provide installation and support
services. To the extent that such third parties provide inadequate service and
support, over which the Company will not have direct control, the Company's
reputation, and its ability to continue to sell additional products would be
adversely affected.
5. Technological Factors; Uncertainty of Product Development and
Commercialization. Although the Company has completed the development of its
WIDEfax machines, which the Company believes perform the principal functions for
which they have been designed, the Company's products have only been recently
commercialized and are currently being utilized by only a limited number of
customers. As a result, there can be no assurance that, upon widespread
commercial use, the Company's products will satisfactorily perform all of the
functions for which they have been designed or that they will be reliable or
durable in extensive applications. The Company may be required to devote
considerable efforts and resources to enhance and refine its wide format
products and to develop additional products. Such efforts remain subject to all
the risks inherent in development and commercialization of new products,
including unanticipated delays, expenses, technical problems or difficulties, as
well as the possible insufficiency of funds to implement efforts, which could
result in abandonment or substantial change in product development or
commercialization. The Company's success will be largely dependent upon its
proposed products meeting targeted cost and performance objectives and the
Company's ability to adapt its products to keep pace with evolving technological
advances in the industry, and may also be dependent upon their timely
introduction into the marketplace. The inability to successfully complete
development of a product or a determination by the Company, for financial,
technical or other reasons, not to complete development or commercialization of
any product, particularly in instances in which the Company has already made
significant capital expenditures, could have a material adverse effect on the
Company.
6. Competition; Technological Obsolescence. The markets for document
systems are characterized by intense competition. Although the Company is not
aware of any manufacturer of 36" facsimile machines, the Company is aware of one
manufacturer of 24" facsimile machines and various manufacturers of wide format
copiers, scanners, plotters and printers. The Company competes with numerous
well-established foreign and domestic companies that market or are developing
wide format document systems, as well as those which manufacture standard
facsimile machines, copiers, scanners, plotters, and printers. The Company also
expects that companies that manufacture and sell standard facsimile machines,
copiers, plotters, scanners and printers could develop, without substantial
delay of time, wide format document systems directly competitive with the
Company's products. Many of these companies possess substantially greater
financial, technical, marketing, personnel and other resources than the Company
and have established reputations for success in the development and marketing of
facsimile machines, copiers, plotters, scanners and printers and have sufficient
budgets to permit them to implement extensive advertising and promotional
campaigns in response to competitors to enter new markets. In addition, the
markets for the Company's products are characterized by rapidly changing
technology and evolving industry standards, often resulting in product
obsolescence or short product life cycles. As a result, the Company's ability to
compete may be dependent upon its ability to continually enhance and improve its
products, to complete development of and introduce into the marketplace in a
timely manner its proposed products and to successfully develop and market new
products. There can be no assurance that the Company will be able to compete
successfully, that competitors will not develop technologies or products that
render the Company's products obsolete or less marketable, or that the Company
will be able to enhance successfully its existing products or develop new
products.
7. Dependence Upon Principal Product; Limited Customer Base. A substantial
portion of the Company's sales has been derived from the sale of the 36" WIDEfax
facsimile machines prior to May 1994 and from the WIDEfax Modular Unit since its
introduction in May 1994. Upon the introduction of the WIDEfax Modular Unit,
which is an enhanced, modular version of the 36" WIDEfax facsimile machine, the
Company discontinued manufacturing and selling the 36" WIDEfax facsimile
machine. A decline in the sale of the WIDEfax Modular Units would have a
material adverse effect on the Company. For the year ended March 31, 1996, sales
of the WIDEfax Modular Unit accounted for approximately 87% of the Company's
product sales. There can be no assurance that the Company will not be dependent
upon non-recurring sales of WIDEfax Modular Units to a limited number of
customers, which sales could constitute a substantial portion of the Company's
revenues.
8. Dependence Upon Third-Party Suppliers. The Company is dependent upon
third-party suppliers and subcontractors for all of its supply of custom and
component parts incorporated into its products. While the Company believes that
alternative sources of supply for most of its components and custom parts are
readily available on commercially reasonable terms, the Company is currently
dependent upon Alberta Microelectronics, Inc., its principal supplier of print
heads. The Company does not maintain supply agreements with any of its suppliers
or subcontractors and purchases components and custom parts pursuant to purchase
orders in the ordinary course of business. The Company is dependent on the
ability of its suppliers and subcontractors, among other things, to satisfy
performance and quality specifications and dedicate sufficient production
capacity within scheduled delivery times. There can be no assurance that the
Company's suppliers and subcontractors will be able to satisfy the Company's
scheduled delivery requirements or have sufficient production capacity to
satisfy such requirements during any period of sustained demand. Failure or
delay by the Company's suppliers and subcontractors in supplying components or
custom parts to the Company would adversely affect the Company's operating
margins and the Company's ability to manufacture and deliver products on a
timely and competitive basis.
9. Foreign Trade Risks. The Company relies on sales to foreign markets for
a substantial portion of its revenues. For the fiscal year ended March 31, 1995
and 1996, sales of the Company's products to customers in the Middle East and
Asia accounted for approximately 43.5% and 48.0%, respectively, of the Company's
sales. The Company is seeking to expand product sales in foreign markets, but
there can be no assurance that the Company will be successful or that such
markets will prove to be viable. To the extent that the Company is able to
successfully expand its operations in foreign markets, the Company will become
increasingly subject to risks inherent in foreign trade, including shipping
delays, increased collection risks, trade restrictions, export duties and
tariffs and international political, regulatory and economic developments, all
of which could have an adverse effect on the Company's operating margins and
results of operations and exacerbate the risks inherent in the Company's
business. In addition, the Company conducts a substantial portion of its
business in foreign currency, primarily the Canadian dollar and Indian rupee.
Fluctuations in the exchange rates between the United States dollar and the
Canadian dollar or Indian rupee could have an adverse effect on the Company's
operating results. The Indian rupee has experienced significant devaluation
against the United States dollar and other currencies in recent years. The
Company may seek to limit its exposure to the risk of currency fluctuations by
foreign currency hedging transactions which could expose the Company to
substantial risk of loss. The Company has limited experience in managing
international transactions and has not yet formulated a strategy to protect the
Company against currency fluctuations.
10. Risks Associated with Foreign Manufacturing. Substantially all of the
Company's manufacturing activities are conducted in a free trade zone in India
and, as a result, supplies shipped to the Company's manufacturing facility and
completed products shipped from the facility are not subject to Indian duties or
tariffs. Accordingly, the Company has been and will continue to be subject to
various risks associated with conducting business abroad. India may, from time
to time impose duties, tariffs or quotas or other restrictions on the Company's
imports or exports, or otherwise change regulations relating to the conduct of
business in the free trade zone, or the United States or Canada may impose
increased duties, tariffs and other restrictions on the import or export of the
Company's products or supplies, any of which would adversely affect the
Company's operations.
11. Possible Fluctuations in Operating Results. The Company's operating
results could vary from period to period as a result of the length of the
Company's sales cycle, as well as from purchasing patterns of potential
customers, the timing and introduction of new products and product enhancements
by the Company and its competitors, variations in sales by distribution channel
and non-recurring system sales to a limited number of customers. There can be no
assurance that such factors will not cause significant fluctuations in the
Company's operating results in the future.
12. Lack of Patent Protection; Reliance Upon Trade Secrets. The Company
does not hold any patents, although, it has filed patent applications relating
to certain aspects of its technology. There can be no assurance, however, that
any patents will be issued to the Company or the breadth or degree of protection
future patents, if any, would afford the Company or that any such patents will
not be circumvented or invalidated. The Company relies upon proprietary know-how
and employs various methods to protect the ideas, concepts and documentation of
its proprietary technology, which methods include nondisclosure agreements with
its employees and distributors. However, such methods may not afford complete
protection and there can be no assurance that competitors or customers will not
independently develop such know-how or obtain access to the Company's know-how,
ideas, concepts and documentation. In addition, certain aspects of the
technologies embodied in the Company's products are generally available to other
manufacturers. The Company is not aware of any infringement on the proprietary
rights of others and has not received any notice of claimed infringement.
However, the Company has not conducted any investigation as to possible
infringement and there can be no assurance that third parties will not assert
infringement claims against the Company in connection with its products, that
any such assertion of infringement will not result in litigation, or that the
Company would prevail in such litigation or be able to license any infringed
patents of third parties on commercially reasonable terms. If the Company's
technologies were found to infringe another party's rights, the Company could be
required to modify its products or obtain a license. There can be no assurance
that the Company would be able to do so in a timely manner, upon acceptable
terms and conditions, or at all, or that the Company would have the financial or
other resources necessary to defend successfully a claim of violation of
proprietary rights. Failure to do any of the foregoing could have a material
adverse effect on the Company. Furthermore, if the Company's products or
technologies are deemed to infringe patents or proprietary rights of others, the
Company could, under certain circumstances, become liable for damages, which
would have a material adverse effect on the Company.
13. Dependence on Key Personnel. The success of the Company will be
largely dependent on the personal efforts of Raja S. Tuli, its Chief Executive
Officer and President and Suneet S. Tuli, its Executive Vice President of Sales
and Marketing, and other key personnel. Although the Company has entered into
five-year employment agreements with Messrs. Tuli and Tuli, the loss of the
services of such persons or other key employees could have a material adverse
effect on the Company's business and prospects. The Company has obtained
"key-man" life insurance on the life of Raja Tuli in the amount of CDN
$1,500,000 and on the life of Suneet Tuli in the amount of CDN $1,000,000. The
success of the Company may also be dependent upon its ability to hire and retain
additional qualified technical, financial, marketing and other personnel.
Competition for qualified personnel in the wide format document system industry
is intense and there can be no assurance that the Company will be able to hire
or retain additional qualified personnel.
14. Potential Conflicts of Interest. The Company was organized by Raja,
Suneet and Lakhbir Tuli and has engaged in transactions with entities that are
affiliated with such persons which may involve potential conflicts of interest.
The Company has entered into an Agreement with WideCom R&D, Inc. ("WideCom
R&D"), a company wholly owned by Lakhbir S. Tuli, a principal stockholder of the
Company and father of Raja and Suneet Tuli, pursuant to which WideCom R&D will,
on a non-exclusive basis, seek to recruit licensing and marketing joint ventures
and subcontract manufacturers for the Company in India. Certain terms of this
Agreement, including a provision which requires WideCom R&D to structure its
compensation with licensees, could result in potential conflicts of interest
with the Company. In addition, Indo WideCom International Ltd., the Company's
wholly owned subsidiary, leases the Company's Indian facility from WideCom Fax
and Plotters, Ltd. ("WideCom Fax"), a company controlled by Lakhbir S. Tuli, and
has engaged WideCom Fax as a non-exclusive distributor in India on the same
terms and conditions as unaffiliated distributors. Moreover, the Company engages
Lakhbir S. Tuli as an independent consultant and, for the years ended March 31,
1994, 1995 and 1996, the Company paid Mr. Tuli $22,000, $30,000, and $47,000,
respectively, in consideration for such services. Mr. Tuli currently receives
fees of $4,500 per month for such services. In connection with the establishment
of NovImage, two companies owned by Raja S. Tuli each acquired 5% of NovImage
solely in exchange for the licensing of their technologies to NovImage. Although
management believes these transactions have been advantageous to the Company,
there can be no assurance that future transactions or arrangements between the
Company and its affiliates will be advantageous, that conflicts of interest will
not arise with respect thereto or that if conflicts do arise, that they will be
resolved entirely in favor of the Company.
15. Control by the Tuli Family. At present, Raja, Suneet and Lakhbir Tuli,
in the aggregate, beneficially own approximately 45.5% of the Company's
outstanding Common Stock. Accordingly, such persons, acting together, will most
likely be in a position to control the Company, elect all of the Company's
directors, increase the authorized capital, dissolve, merge, or sell the assets
of the Company and generally direct the affairs of the Company. In addition, the
Ontario Business Corporation Act (the "OBCA") under which the Company is
incorporated, requires that a majority of the members of the Company's Board of
Directors and of any committee of the Board of Directors be resident Canadians.
The OBCA also provides that directors shall not transact business at a meeting
of directors unless a majority of directors present are resident Canadians. The
Company currently has a majority of directors who are residents Canadians.
16. No Dividends. The Company has not paid any cash dividends to date and
does not expect to pay cash dividends in the foreseeable future.
17. Possible Delisting of Securities from Nasdaq System; Risks Related to
Low-Priced Stocks. The Company's Common Stock is listed on the Nasdaq Smallcap.
However, in order to continue to be listed on Nasdaq, a company must maintain
$2,000,000 in total assets, a $200,000 market value of the public float and
$1,000,000 in total capital and surplus. In addition, continued inclusion
requires two market makers and a minimum bid price of $1.00 per share; provided,
however, that if a company falls below such minimum bid price, it will remain
eligible for continued inclusion on Nasdaq if the market value of the public
float is at least $1,000,000 and the company has $2,000,000 in capital and
surplus. In addition, new Nasdaq regulations have been proposed which would
require automatic delisting if the Company's share price falls below $1.00 and
which abolish the alternative public float and capital and surplus tests. The
failure to meet these maintenance criteria in the future may result in the
delisting of the Company's securities from Nasdaq and trading, if any, in the
Company's securities would thereafter be conducted in the non-Nasdaq
over-the-counter market. As a result of such delisting, an investor may find it
more difficult to dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities. In addition, if the Shares were to become
delisted from trading on Nasdaq and the trading price of the Shares was to fall
below $5.00 per share, trading in the Shares would also be subject to the
requirements of certain rules promulgated under the Exchange Act, which require
additional disclosure by broker-dealers in connection with any trades involving
a stock defined as a penny stock (generally, any non-Nasdaq equity security that
has a market price of less than $5.00 per share, subject to certain exceptions).
Such rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith, and impose various sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors. For these types of transactions, the broker-dealer must make a
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. The additional burdens imposed
upon broker-dealers by such requirements may discourage them from effecting
transactions in the Shares, which could severely limit the liquidity of the
Shares and the ability of purchasers in this offering to sell the Shares in the
secondary market.
18. Significant Outstanding Options and Warrants; Potential Adverse Effect
on Market Price of Common Stock. Upon the consummation of this offering, there
will be 3,182,500 warrants outstanding to purchase freely-tradeable shares of
Common Stock. Of those warrants, 2,702,500 are exercisable at a price of $4.00
per share, 165,000 are exercisable at a price of $8.25 per share, 150,000 are
exercisable at a price of $8.50 per share, and 165,000 are exercisable at
$4.96 per shares. Additionally, the Company has reserved 500,000 shares of
Common Stock for issuance upon the exercise of options which may be granted
under the Company's Stock Option Plan, under which plan options to purchase
200,000 shares of Common Stock at a price of $5.00 per share have been granted.
Although the Company has the right to redeem, for $.10 per warrant, the warrants
exercisable at $4.00 per share, and may choose to do so in light of its current
working capital position, heavy downward pressure on the Company's stock price
would likely result as warrant holders exercised such warrants, and sold the
underlying stock, to avoid redemption of their warrants. To the extent that
outstanding options and warrants are exercised, dilution to the percentage
ownership of the Company's stockholders will occur and any sales in the public
market of the Shares underlying such options and warrants may adversely affect
prevailing market prices for the Shares. Moreover, the terms upon which the
Company will be able to obtain additional equity capital may be adversely
effected since the holders of outstanding options and warrants can be expected
to exercise them at a time when the Company would, in all likelihood, be able to
obtain any needed capital on terms more favorable to the Company than those
provided in the outstanding options and warrants.
19. Shares Eligible for Future Sale. Upon the consummation of this
offering, the Company will have 4,579,073 shares of Common Stock outstanding and
3,182,500 shares issuable upon exercise of outstanding warrants, all of which
the shares will be freely tradeable without restriction or further registration
under the Securities Act. An additional 2,682,073 shares (and 150,000 shares of
Common Stock issuable upon exercise of certain warrants, are deemed to be
"restricted securities" as that term is defined under Rule 144 promulgated under
the Securities Act, and may only be sold pursuant to an effective registration
under the Securities Act, in compliance with the exemption provisions of Rule
144 or pursuant to another exemption under the Securities Act. All such
"restricted" shares may be sold pursuant to Rule 144 at various times in the
future. No prediction can be made as to the effect, if any, that sales of such
shares or even the availability of such shares for sale will have on the market
prices prevailing from time to time. The possibility that substantial amounts of
Common Stock may be sold in the public market may adversely affect the
prevailing market price for the Common Stock and could impair the Company's
ability to raise capital through the sale of additional equity securities.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders. The Company is not paying any underwriting, brokerage
or other commissions in any form whatsoever in connection with the offer and
sale of the Shares.
However, because the Shares being sold pursuant to this Prospectus are
acquirable from the Company upon exercise of currently outstanding warrants, the
Company would receive $14,264,650 in proceeds if all such warrants are
exercised, which the Company plans to use for working capital and general
corporate purposes. Pending application of the proceeds as described above, the
Company intends to invest the net proceeds of this offering primarily in
government or investment grade securities.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The Company has agreed to register the public offering of the Selling
Stockholders' Shares under the Securities Act concurrently with this offering
and to pay all expenses in connection therewith. An aggregate of 1,135,000
Selling Stockholders' Shares (consisting of 330,000 shares of Common Stock
issuable upon exercise of warrants held by the underwriter of the Company's
initial public offering (the "Underwriter Warrants") and an aggregate of 805,000
shares of Common Stock issuable upon exercise of warrants held by investors in
the Company's October 1995 bridge financing and other investor warrants
(collectively, the "Investor Warrants") (the Underwriter Warrants and the
Investor Warrants shall collectively be referred to as the "Warrants")) may be
offered and sold pursuant to this Prospectus by the Selling Stockholders. Except
as set forth below, none of the Selling Stockholders has ever held any position
or office with the Company or had any other material relationship with the
Company. The Company will not receive any of the proceeds from the sale of the
Selling Stockholders' Shares by the Selling Stockholders. The following table
sets forth certain information with respect to the Selling Stockholders:
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Sale(1) Shares After Sale(2)
------------------------- Being -------------------------
Name Number Percent Sold Number Percent
- ---- ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Whale Securities Co., L.P. 330,000 6.7% 330,000 0 0
Edward Weston and Ann Weston, Joint
Tenants WROS 27,500 * 25,000 2,500 *
David Miller 97,200 2.0 90,000 7,200 *
Neill W. Freeman and Nita R. Freeman
Joint Tenants WROS 55,000 1.2 50,000 5,000 *
Robert F. Freedman 50,000 1.0 50,000 0 0
Anandy E. Hazoury 27,500 * 25,000 2,500 *
Pyrotech Limited 147,500 3.2 75,000 72,500 1.8
Donald J. Schattle (3) 140,111 3.0 65,000 75,111 1.6
Donald J. Schattle, IRA (3) 82,500 1.7 75,000 7,500 *
Marilyn Henderson 75,000 1.6 75,000 0 0
Norton Herrick 100,000 2.1 100,000 0 0
Diversified Investors Capital Services
of North America 57,500 1.3 25,000 32,500 *
SCS Corporation 25,000 * 25,000 0 *
Pell Limited 137,500 2.9 125,000 12,500 *
<FN>
- -------------------
<F1> * Less than one percent (1%).
<F2> (1) Includes Common Stock issuable upon exercise of the Warrants.
<F3> (2) Assumes that all of the Common Stock issuable upon exercise of the
Warrants is sold.
<F4> (3) Mr. Schattle was a member of the Company's Board of Directors from
September 1995 to March 1996.
</FN>
</TABLE>
The Company has not entered into any Agreement, arrangement or
understanding with any broker or dealer in connection with the offer and sale of
the Shares. The Selling Stockholders may, however, enter into individual
agreements, arrangements or understandings with any broker or dealer prior to
the effective date of the Registration Statement with respect to the Shares. As
of the effective date of the Registration Statement, the Company is not aware of
any such Agreement, arrangement or understanding with any broker or dealer.
DESCRIPTION OF SECURITIES
The Company is authorized to issue 20,000,000 shares of Common Stock, no
par value per share. As of the date of this Prospectus, there were 4,579,073
shares of Common Stock outstanding, owned of record by approximately 55
stockholders and 3,182,500 warrants to purchase Common Stock, owned of record by
25 warrant holders. The Company believes that there are approximately 1,550
beneficial holders of the Company's Common Stock.
Common Stock
The holders of Common Stock are entitled to one vote for each share held
of record on each matter submitted to a vote of shareholders and do not have
cumulative voting rights.
The Common Stock has no conversion rights and includes no preemptive
rights or other rights to subscribe for additional securities. The holders of
the Common Stock will be entitled to receive dividends, if any, as may be
declared by the Board of Directors out of legally available funds and to share
pro rata in any distribution to the shareholders, including any distribution
upon liquidation of the Company. All outstanding Shares of Common Stock are
fully paid and nonassessable.
Dividend Policy
To date, the Company has not paid any cash dividends on its Common Stock
and does not expect to declare or pay any dividends in the foreseeable future.
Instead, the Company intends to retain earnings, if any, to finance the
operations or expansion of its business. Payments of dividends, if any, will be
at the discretion of the Board of Directors after taking into account various
factors, including the Company's financial condition, results of operations,
current and anticipated cash needs and expansion plans.
LEGAL MATTERS
Certain legal matters relating to the Common Stock will be passed upon for
the Company by Partridge, Snow & Hahn, Boston, Massachusetts.
EXPERTS
The financial statements and schedules of the Company included and
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended March 31, 1996, have been audited by BDO Dunwoody, independent
certified public accountants, to the extent and for the periods indicated in
their reports with respect thereto, and are incorporated herein by reference in
reliance upon their reports given on the authority of said firms as experts in
accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Indemnification may be permitted to directors, officers, employees and
agents of a corporation under certain circumstances and subject to certain
limitations pursuant to Part IX of the OBCA and the Company's Bylaws.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company,
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The Company will bear all expenses in connection with the issuance and
distribution of the Shares, including those set forth below. None of such
expenses will be borne by the Selling Stockholders.
<TABLE>
<CAPTION>
Items Amounts
----- ------------
<S> <C>
Securities and Exchange Commission Registration Fee $ 7,810.98
"Blue Sky" Fees and Expenses 6,000.00*
Legal Fees and Expenses 20,000.00*
Accounting Fees and Expenses 5,000.00*
Miscellaneous Expenses 5,000.00*
------------
Total $ 43,810.98*
<FN>
- -------------------
<F1> * - Estimated
</FN>
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article 6 of the Registrant's By-Laws limits the personal liability of
directors and officers to the Registrant or its shareholders for monetary
damages arising from a breach of their fiduciary duty in certain circumstances.
Article 6 of the Registrant's By-Laws also provides that the Registrant may
indemnify its officers and directors to the fullest extent permitted by the
Ontario Business Corporations Act from any liability and all costs, charges and
expenses that such officer or director sustains in respect to any action, suit
or proceeding that is proposed or commenced against him or her for or in respect
the execution of the duties of his or her office. Part IX of the Ontario
Business Corporations Act authorizes a corporation to indemnify directors and
officers unless such party has been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation. The effect of these provisions is to permit such
indemnification by the Registrant for liabilities arising under the Securities
Act.
Item 16. Exhibits and Financial Statement Schedules.
Exhibits to this Registration Statement are attached or incorporated by
reference as stated above.
Item 17. 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. 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 end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a twenty
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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.
(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.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-K at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Securities Act need
not be furnished, provided, that the Registrant includes in the Prospectus, by
means of a post-effective amendment, financial statements required pursuant to
this paragraph (a)(4) and other information necessary to ensure that all other
information in the Prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-K if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Form F-3.
(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 15(b) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report, to security holders that are incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the Prospectus, to deliver, or cause to be
delivered to each person to whom the Prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act 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 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
final adjudication of such issue.
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 F-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mississauga, Ontario, Canada, on February 11,
1997.
THE WIDECOM GROUP INC.
By: /s/ RAJA S. TULI
-------------------------------------
Raja S. Tuli
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
to be signed below by the following persons on behalf of the registrant and in
the capacities and on the date indicated
<TABLE>
<CAPTION>
Signature* Title Date
---------- ----- ----
<S> <C> <C>
/s/ RAJA S. TULI President, Chief Executive Officer and February 11, 1997
- ----------------------------- Director (Principal Executive Officer)
Raja S. Tuli
/s/ WILLEM J. BOTHA Treasurer and Chief Financial Officer February 11, 1997
- ----------------------------- (Principal Financial and Accounting
Willem J. Botha Officer)
/s/ SUNEET S. TULI Executive Vice President of Sales and February 11, 1997
- ----------------------------- Marketing, Secretary and Director
Suneet S. Tuli
/s/ BRUCE D. VALLILLEE Director February 11, 1997
- -----------------------------
Bruce D. Vallillee
- ----------------------------- Director
Ajit Singh
<FN>
- -------------------
<F1> * - Grant of Power of Attorney to Facilitate Amendment of this Registration
Statement: Each person whose signature appears above hereby authorized and
constituted and appointed as his true and lawful attorney-in-fact, Suneet S.
Tuli, with full power of substitution, for him in any and all capacities, to
sign and file pursuant to the requirements of the Securities Act, any amendments
to this Registration Statement, together with exhibits thereto and other
documents in connection therewith, and incorporating such changes as the said
attorney-in-fact deems appropriate.
</FN>
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
No. Description Page No.
------- ----------- ----------
<C> <S> <C>
5 Opinion of Partridge, Snow & Hahn *
Filed herewith.
23.1 Consent of BDO Dunwoody, independent accountants 19
Filed herewith.
23.2 Consent of Partridge, Snow & Hahn *
(contained in Exhibit 5)
24 Power of Attorney (included in the signature pages hereto) *
<FN>
- -------------------
<F1> * Previously filed.
</FN>
</TABLE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
The WideCom Group Inc.
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated June 14,
1996, relating to the consolidated financial statements of The WideCom Group
Inc., appearing in the Company's Annual Report on Form 10-K for the year ended
March 31, 1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Dunwoody
- ---------------------------------
BDO Dunwoody
Chartered Accountants
(Internationally BDO Binder)
Toronto, Canada
January 31, 1997
