As filed with the Securities and Exchange
Commission on September 18, 2000
Registration No. 333-48107
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________________
COM21, INC.
(Exact name of Registrant as specified in its charter)
_______________________
Delaware 94-3201698
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
750 Tasman Drive
Milpitas, California 95053
(408) 953-9100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
_______________________
Peter D. Fenner
President and Chief Executive Officer
Com21, Inc.
750 Tasman Drive
Milpitas, California 95053
(408) 953-9100
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
_______________________
Copies to:
Michael S. Dorf, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market
Spear Street Tower
San Francisco, CA 94105
(415) 947-2000
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT
COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL
THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR
DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION
WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 2000
PRELIMINARY PROSPECTUS
2,281,720 Shares
COM21, INC.
Common Stock
This prospectus relates to the public offering, which is not being
underwritten, of up to 2,281,720 shares of our common stock which is
held by some of our current shareholders. These shareholders
acquired these shares in a private transaction in which we acquired
all of the ordinary shares of GADline, Ltd.
The prices at which such shareholders may sell the shares will be
determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any of the proceeds
from the sale of the shares.
Our common stock is quoted on the Nasdaq National Market under the
symbol "CMTO." On September 15, 2000, the closing bid price for our
common stock was $13.63.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTIONS
ENTITLED "RISK FACTORS" IN THE DOCUMENTS WE FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION THAT ARE INCORPORATED BY REFERENCES IN THIS
PROSPECTUS FOR CERTAIN RISKS AND UNCERTAINTIES THAT YOU SHOULD
CONSIDER.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is September __, 2000.
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in
connection with the offering made hereby, and if given or made, such
information or representations must not be relied upon as having been
authorized by Com21, Inc. (referred to in this prospectus as "Com21"
or the "Registrant"), any selling shareholder or by any other person.
Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date
hereof. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the
securities covered by this prospectus, nor does it constitute an
offer to or solicitation of any person in any jurisdiction in which
such offer or solicitation may not lawfully be made.
THE COMPANY
Com21's principal executive offices are located at 750 Tasman Drive,
Milpitas, California 95053. Com21's telephone number is (408) 953-
9100.
RISK FACTORS
You should carefully consider the following risks, as well as the
other information included or incorporated by reference in this
prospectus, before deciding whether you wish to purchase any of the
shares offered hereby.
Com21 is currently experiencing significant delays in shipments from
its OEM modem supplier and shortages of certain components.
Com21 is currently experiencing delays in shipment from its OEM modem
supplier because of a market shortage of tuners and flash memory, and
an industry wide shortages of components could impact Com21's modem
shipments. If Com21 is unable to purchase OEM modems or key
components from its vendors at a high enough volume to meet demand,
or qualify and secure additional sources of supply, Com21 will be
unable to meet its production and delivery schedules and revenue will
be adversely affected.
Com21 does not have long term supply contracts to ensure sources
of supply for all components. Its suppliers may enter into exclusive
arrangements with its competitors, stop selling their products or
components to Com21 at commercially reasonable prices or refuse to
sell their products or components to Com21 at any price. If Com21 is
unable to obtain sufficient quantities of modems or components, or to
develop alternative sources for products and/or components its
revenue would be materially adversely affected.
If any manufacturer or other sole source suppliers delay or halt
production of any of their components, Com21's business, operating
results and financial condition could be materially adversely
affected.
Com21's operating results in one or more future periods are likely to
fluctuate significantly and may fail to meet or exceed the
expectations of securities analysts or investors.
Com21's operating results are likely to fluctuate significantly in
the future on a quarterly and an annual basis due to a number of
factors, many of which are outside its control. Factors that could
cause Com21's revenues to fluctuate include the following: key
component shortages or failures from its suppliers in providing
necessary materials and modems; delays in introducing standards based
products that are certified as meeting the specifications of various
approval organizations; new product introductions by Com21 or by its
competitors; variations in the timing of orders and shipments of
Com21's products; variations in the size of orders by Com21's
customers; the timing of upgrades of cable plants; variations in
capital spending budgets of cable operators; delays in obtaining
regulatory approval for commercial deployment of cable modem systems;
and general economic conditions and economic conditions specific to
the cable and electronic data transmission industries.
The amount and timing of Com21's operating expenses generally will
vary from quarter to quarter depending on the level of actual and
anticipated business activities. Research and development expenses
will vary as Com21 develops new products.
Total revenues for any future quarter are difficult to predict.
Supply of components and OEM DOCSIS modems, manufacturing or testing
constraints could result in delays in the delivery of Com21's
products. Delays in the product deployment schedule of one or more of
Com21's cable operator customers would likely materially adversely
affect Com21's operating results for a particular period.
A variety of factors affect Com21's gross margin, including the
following: the effectiveness of its cost reduction efforts; the sales
mix within a product group, especially between proprietary and DOCSIS
modems; the average selling prices of Com21's products; component
prices Com21 secures from its vendors; the sales mix between Com21's
headend equipment and cable modems; the volume of products
manufactured; and the distribution channel or customer mix.
In the past Com21 has experienced declines in the average selling
price of its cable modems and headend equipment. Com21 expects
average sales prices of its modems and headend equipment will
continue to show decreases to meet competitive pressures, especially
those pressures related to DOCSIS and other standards based modems.
In addition, the sales mix between Com21's headend equipment and
modems also affects its gross margin. Sales of Com21's cable modems
yield lower gross margins than do sales of its headend equipment, and
sales of its DOCSIS cable modems currently yield substantially lower
margins than do sales of its proprietary cable modems. Com21
anticipates that its sales mix will continue to be weighted toward
cable modems during 2000 and increasingly toward its lower margin
DOCSIS cable modems. If the price declines are not offset by a
decline in the costs of manufacturing its cable modems due to
engineering delays in introducing its cost reduced ATM and DOCSIS
modems or in getting certified by various standards bodies or an
increase in sales of higher margin telephone and office cable modems,
Com21's gross margin will be adversely affected.
Because of these factors, Com21's operating results in one or more
future periods may not meet or exceed the expectations of securities
analysts or investors. In that event, the trading price of its common
stock would likely decline.
Com21 may not be able to produce sufficient quantities of its
products because Com21 depends on third-party manufacturers, their
suppliers and OEM suppliers and have limited manufacturing
experience.
Com21 contracts for the manufacture of cable modems and integrated
circuit boards on a turnkey basis. Com21's future success will
depend, in significant part, on its ability to have others
manufacture its products cost-effectively, in sufficient volumes and
to meet production and delivery schedules. A number of risks are
associated with Com21's dependence on third-party manufacturers
including: failure to meet Com21's delivery schedules; quality
assurance; manufacturing yields and costs; the potential lack of
adequate capacity during periods of excess demand; difficulty in
planning mix of units to be produced by manufacturer; and increases
in prices and the potential misappropriation of Com21's intellectual
property.
Any manufacturing disruption could impair Com21's ability to fulfill
orders. Com21 has no long-term contracts or arrangements with any of
its vendors that guarantee product availability, the continuation of
particular payment terms or the extension of credit limits. Com21 may
experience manufacturing or supply problems in the future. Com21 is
dependent on its manufacturers to secure components at favorable
prices, but it may not be able to obtain additional volume purchase
or manufacturing arrangements on terms that it considers acceptable,
if at all. Any such difficulties could harm Com21's relationships
with customers.
Com21's future success will depend in part upon its ability to
enhance its existing products and to develop and introduce, on a
timely basis, new products and features that meet changing customer
requirements and emerging industry standards.
The market for cable modem systems and products is characterized by
rapidly changing technologies and short product life cycles. Com21's
future success will depend in large part upon its ability to:
identify and respond to emerging technological trends in the market;
develop and maintain competitive products; enhance its products by
adding innovative features that differentiate its products from those
of its competitors; bring products to market on a timely basis at
competitive prices; and respond effectively to new technological
changes or new product announcements by others.
If Com21's product development and enhancements take longer than
planned, the availability of products would be delayed. Com21's
future success will depend in part upon its ability to enhance its
existing products and to develop and introduce, on a timely basis,
new products and features that meet changing customer requirements
and evolving and emerging industry standards.
The technical innovations required for Com21 to remain competitive
are inherently complex, require long development cycles, are
dependent in some cases on sole source suppliers and require Com21,
in some cases, to license technology from others. Com21 must continue
to invest in research and development to attempt to maintain and
enhance its existing technologies and products, but it may not have
the funds available to do so. Even if Com21 has sufficient funds,
these investments may not serve the needs of customers or be
compatible with changing technological requirements or standards.
Most expenses must be incurred before the technological feasibility
or commercial viability can be ascertained. Revenues from future
products or product enhancements may not be sufficient to recover the
development costs associated with the products or enhancements.
Competition for qualified personnel in the cable networking equipment
and telecommunications industries is intense, and Com21 may not be
successful in attracting and retaining these personnel.
Com21's future success will depend, to a significant extent, on the
ability of its management to operate effectively, both individually
and as a group. Com21 is dependent on its ability to retain and
motivate high caliber personnel, in addition to attracting new
personnel. Competition for qualified personnel in the cable
networking equipment and telecommunications industries is extremely
intense, especially in the San Francisco Bay Area, and Com21 may not
be successful in attracting and retaining such personnel. Com21
expects to add additional personnel in the near future. There may be
only a limited number of people with the requisite skills to serve in
those positions and it may become increasingly difficult to hire
these people. Com21 is actively searching for research and
development engineers, who are in short supply. Com21's business will
suffer if it encounters delays in hiring additional engineers.
In response to the intense competition for qualified personnel in the
San Francisco Bay Area, Com21 has opened up development facilities in
Ireland and New York, and a customer service center in The
Netherlands and is exploring setting up additional centers in other
locations.
Competitors and others have in the past and may in the future attempt
to recruit Com21's employees. Com21 does not have employment
contracts with any of its key personnel. Com21 is experiencing higher
turnover than in 1999 due to increased competition for qualified
personnel. Com21 does not maintain key person life insurance on its
key personnel. The loss of the services of any of its key personnel,
the inability to attract or retain qualified personnel in the future
or delays in hiring required personnel, particularly engineers, could
negatively affect Com21's business.
Com21 may be subject to risks associated with acquisitions.
Subsequent to June 30, 2000, Com21 acquired GADline Ltd., an Israeli
developer of integrated end-to-end system solutions delivering
telephone and high-speed data over a hybrid fiber-coaxial
infrastructure, and BitCom, Inc., an engineering consulting firm,
specializing in wireless, satellite, and networking engineering.
Com21 continually evaluates strategic acquisitions of other
businesses. The process of integrating any acquired business into
Com21's business and operations is risky and may create unforeseen
operating difficulties and expenditures. The areas in which Com21
may face difficulties include: assimilating the acquired operations
and personnel; limits on Com21's ability to retain the acquired
customers; risks of entering markets in which Com21 has no or limited
direct prior experience and where competitors in such markets have
stronger market positions; disruption of Com21's ongoing business;
limits on Com21's ability to successfully incorporate acquired
technology and rights into its service offerings and sell the
acquired products; and implementation of controls, procedures and
policies appropriate for a larger public group of companies that
prior to acquisition had been smaller, private companies.
Com21 has very limited experience in managing the integration
process. Moreover, it may not be able to successfully overcome
potential problems encountered with these acquisitions or other
potential acquisitions. In addition, future acquisitions could
materially adversely affect its operating results by diluting its
stockholders' equity, causing Com21 to incur additional debt,
incurring significant immediate expenses related to write-offs, or
incurring amortization of acquisition expenses and acquired assets.
Com21 must reduce the cost of its cable modems to remain competitive.
Certain of Com21's competitors' cable modems are priced lower than
Com21's cable modems. As headend equipment becomes more widely
deployed, the price of cable modems and related equipment will
continue to decline. In particular, industry standards, including the
DOCSIS standard in North America, has caused increased price
competition for cable modems.
Com21 may not be able to continually reduce the costs of
manufacturing its cable modems sufficiently to enable it to lower its
modem prices and compete effectively with other cable modem
suppliers. In addition Com21 may not be able to get its DOCSIS modems
certified in a timely manner by various standards bodies including
CableLabs. If Com21 is unable to reduce the manufacturing costs of
its cable modems, Com21's gross margin and operating results would be
harmed.
Com21 has a short operating history, has incurred net losses since
its inception and expects future losses.
Com21 did not commence product shipments until April 1997. As a
result, it has only a limited operating history upon which you may
evaluate its prospects. Com21 has incurred net losses since inception
and expects to continue to operate at a loss through at least the
first half of fiscal year 2001. To achieve and subsequently maintain
profitable operations, Com21 must successfully design, develop, test,
manufacture, introduce, market and distribute its products on a broad
commercial basis and secure higher revenues and gross profit.
Com21's ability to generate future revenues will depend on a number
of factors, many of which are beyond its control. These factors
include the following: cable operators' success and timeliness in the
installation of subscriber site equipment; Com21's ability to meet
competitive pricing pressures; the rate at which cable operators
upgrade their cable plants; Com21's ability and the ability of cable
operators to coordinate timely and effective marketing campaigns with
the availability of upgrades; cable operators' success in marketing
data-over-cable services and Com21's modems to subscribers; and cable
operators' success in setting prices for data transmission
installation service.
Due to these factors, Com21 cannot forecast with any degree of
accuracy what its revenues will be or how quickly cable operators
will adopt its systems and buy its cable modems. Therefore, Com21 may
not achieve, or be able to sustain, profitability.
Both Com21's proprietary products and its standards based products
are subject to evolving industry standards. If Com21's products do
not comply with any standard that achieves market acceptance,
customers may refuse to purchase its products.
The DOCSIS standard has achieved substantial market acceptance in
North America. Conformance with the DOCSIS standard is being
determined through certification tests performed by CableLabs. On
December 9, 1999 CableLabs certified two models of Com21's DOXport
cable modem product line representing four modems for use with DOCSIS
cable networks. On March 9, 2000 CableLabs certified a DOCSIS modem
supplied by Com21's OEM supplier. On July 20, 2000 CableLabs
certified the new USB-compatible DOXport 121 cable modem to be in
compliance with DOCSIS 1.0. As Com21 continues to enhance current
DOCSIS products and develop new products and as the evolution of the
DOCSIS standard continues Com21 may incur additional costs associated
with making its cable modems compliant with various versions of the
DOCSIS standard. Additionally, Com21 cannot assure you that future
enhancements or new DOCSIS product offerings will be CableLabs
certified according to Com21's anticipated schedule, or that if
certified, will meet with market acceptance.
The emergence or evolution of industry standards, either through
adoption by official standards committees or widespread use by cable
operators or telephone companies could require Com21 to redesign
current products.
There is movement by some cable operators in Europe towards either a
DVB or EuroDOCSIS standard. Com21 currently has DVB products that it
OEMs from a third party supplier, but Com21 cannot assure you that
its DVB products will meet the evolving DVB specifications.
Moreover, Com21's relationship with its OEM supplier will cease on
September 26, 2000. Currently, Com21 is developing its own products
to replace this source; however, these products may not be available
in time for market requirement. Additionally, Com21 cannot assure
you that if a EuroDOCSIS standard obtains widespread acceptance Com21
will be able to design and produce a EuroDOCSIS modem that meets
EuroDOCSIS specifications.
The widespread adoption of DOCSIS, DVB, EuroDOCSIS or other standards
outside North America could cause aggressive competition in the cable
modem market and result in lower sales of Com21's proprietary headend
products and lower revenues from licensing of its network management
software. Any of these events would adversely affect Com21's gross
margin and its operating results.
The development of new competing technologies and standards increases
the risk that current or new competitors could develop products that
would reduce the competitiveness of Com21's products. If any of these
new technologies or standards achieve widespread market acceptance,
any failure by Com21 to develop new products or enhancements, or to
address these new technologies or standards, would harm its business.
Com21 relies on indirect distribution channels for its products and
needs to develop additional distribution channels.
Today, cable operators and systems integrators purchase cable modems
from vendors through direct and indirect sales channels. Due to the
DOCSIS standard achieving widespread market acceptance, Com21
anticipates that the North American cable modem market may at some
point shift to a consumer purchase model. If this occurs, Com21 will
sell more of its cable modems directly through consumer sales
channels. Com21's success will then be dependent on its ability to
market effectively to end users, to establish brand awareness, to set
up the required channels of distribution and to have cable operator's
reference sell Com21's products. Com21 has started to establish new
distribution channels for its cable modems. Com21 may not have the
capital required or the necessary personnel, or expertise to develop
these distribution channels, which could materially adversely affect
its business, operating results and financial condition. To the
extent that large consumer electronics companies enter the cable
modem market, their well-established retail distribution capabilities
would provide them with a significant competitive advantage.
The market in which Com21 sells its products is characterized by many
competing technologies, and the technology on which its product is
based may not compete effectively against other technologies.
The market for high-speed data transmission services has several
competing technologies which offer alternative solutions.
Technologies which compete with Com21's solution include the
following: telephone company-related wireline technologies such as
dial-up (analog modems) digital subscriber line, known as DSL, ADSL,
among others, and integrated services digital network, known as ISDN;
wireless technologies such as local multipoint distribution service,
known as LMDS, multi-channel multipoint distribution service,
commonly known as MMDS, and direct satellite; and fiber optic
technologies such as fiber to a residence and fiber to a multi-
dwelling unit.
Because of the widespread reach of telephone networks and the
financial resources of telephone companies, competition from
telephone company-related solutions is expected to be intense. Cable
modem technology may not be able to compete effectively against
wireline or wireless technologies.
In addition, one of Com21's competitors has developed a commercially
available alternative modulation technology. Significant market
acceptance of alternative solutions for high-speed data transmission
could decrease the demand for Com21's products if these alternatives
are viewed as providing faster access, greater reliability, increased
cost-effectiveness or other advantages.
Com21's market is highly competitive and has many more established
competitors.
The market for Com21's products is intensely competitive, rapidly
evolving and subject to rapid technological change.
Many of Com21's current and potential competitors have been operating
longer, have better name recognition, more established business
relationships and significantly greater financial, technical,
marketing and distribution resources than Com21 does. These
competitors may undertake more extensive marketing campaigns, adopt
more aggressive pricing policies and devote substantially more
resources to developing new or enhanced products than Com21 does.
Com21's failure to adequately protect its proprietary rights may
adversely affect it.
Com21 relies on a combination of patent, copyright and trademark
laws, and on trade secrets and confidentiality provisions and other
contractual provisions to protect its proprietary rights. These
measures afford only limited protection. Com21's means of protecting
its proprietary rights in the U.S. or abroad may not be adequate and
competitors may independently develop similar technologies. Com21's
future success will depend in part on its ability to protect its
proprietary rights and the technologies used in its principal
products. Despite Com21's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of its products or
to obtain and use trade secrets or other information that Com21
regards as proprietary. In addition, the laws of some foreign
countries do not protect Com21's proprietary rights as fully as do
the laws of the U.S. Issued patents may not preserve Com21's
proprietary position. Even if they do, competitors or others may
develop technologies similar to or superior to Com21's. If Com21 does
not enforce and protect its intellectual property, its business will
be harmed.
From time to time, third parties, including Com21's competitors, have
asserted patent, copyright and other intellectual property rights to
technologies that are important to Com21. Com21 expects that it will
increasingly be subject to infringement claims as the number of
products and competitors in the cable modem market grows and the
functionality of products overlaps.
The results of any litigation matter are inherently uncertain. In the
event of an adverse result in any litigation with third parties that
could arise in the future, Com21 could be required to pay substantial
damages, including treble damages if it is held to have willfully
infringed, to halt the manufacture, use and sale of infringing
products, to expend significant resources to develop non-infringing
technology, or to obtain licenses to the infringing technology.
Licenses may not be available from any third party that asserts
intellectual property claims against Com21, on commercially
reasonable terms, or at all. In addition, litigation frequently
involves substantial expenditures and can require significant
management attention, even if Com21 ultimately prevails. There can be
no assurance that Com21 would be able to successfully resolve legal
disputes in the future.
Com21's failure to manage growth could adversely affect it.
Com21 has rapidly and significantly expanded its operations and
anticipate that further significant expansion will be required to
address potential growth in its customer base and market
opportunities. To manage the anticipated growth of its operations,
Com21 will be required to: improve existing and implement new
operational, financial and management information controls, reporting
systems and procedures; hire, train and manage additional qualified
personnel; expand and upgrade its core technologies; and effectively
manage multiple relationships with its customers, suppliers and other
third parties.
Com21 competes for skilled personnel in a labor market where there is
a shortage of qualified personnel and salary demands are above the
norm. Com21 must be able to continue to recruit and retain
personnel, and failure to do so would result in Com21 not meeting its
anticipated growth goals.
In addition, Com21's management team may not be able to achieve the
rapid execution necessary to fully exploit the market for its
products and services.
Com21 may not be able to install enhanced management information and
control systems in an efficient and timely manner, and its current or
planned personnel, systems, procedures and controls may not be
adequate to support its future operations.
In the future, Com21 may experience difficulties meeting the demand
for its products and services. Com21 cannot assure that its systems,
procedures or controls will be adequate to support the anticipated
growth in its operations. Any failure to manage growth effectively
could materially adversely affect its business, operating results and
financial condition.
Com21 depends on strategic relationships.
Com21's business strategy relies to a significant extent on its
strategic relationships with other companies. These relationships
include: software license arrangements for Com21's network management
system; technology licensing agreements for certain products;
development and OEM arrangements with certain suppliers for advanced
products; marketing arrangements with system integrators, and others;
and collaboration agreements with suppliers of routers and headend
equipment to ensure the interoperability of Com21's cable modems with
these suppliers.
These relationships may not be successful because Com21 may not be
able to continue to maintain, develop or replace them in the event
any of these relationships are terminated. In addition, any failure
to renew or extend any licenses between any third party and Com21 may
adversely affect Com21's business.
Com21's customer base is concentrated and the loss of one or more of
its customers could cause its business to suffer.
A relatively small number of customers (which include system
integrators) have accounted for a large part of Com21's revenues to
date, and Com21 expects that this trend will continue. Com21 expects
that its largest customers in the future could be different from its
largest customers today due to a variety of factors, including
customers' deployment schedules and budget considerations. In
addition, certain of Com21's system integrators could develop and
manufacture products that compete with Com21 and therefore could no
longer distribute Com21's products. Because a limited number of cable
operators account for a majority of Com21's prospective customers,
Com21's future success will depend upon its ability to establish and
maintain relationships with these companies. Com21 may not be able to
retain its current accounts or to obtain additional accounts. Both in
the U.S. and internationally, a substantial majority of households
passed are controlled by a relatively small number of cable
operators. The loss of one or more of its customers or its inability
to successfully develop relationships with other significant cable
operators could cause Com21's business to suffer.
Com21 is subject to risks associated with operating in international
markets.
Com21 expects that a significant portion of its sales will continue
to be in international markets for the foreseeable future. Com21 has
expanded operations in its existing international markets and intends
to enter new international markets, which will demand management
attention and financial commitment. In addition, a successful
expansion of its international operations and sales in certain
markets will require Com21 to develop relationships with
international systems integrators and distributors. Com21 may not be
able to identify, attract or retain suitable international systems
integrators or distributors. Com21 may not be able to successfully
expand its international operations.
Furthermore, to increase revenues in international markets, Com21
will need to continue to establish foreign operations, to hire
additional personnel to run these operations and to maintain good
relations with its foreign systems integrators and distributors. To
the extent that it is unable to successfully do so, Com21's growth in
international sales will be limited and its operating results could
be adversely affected.
Com21's international sales to date have been denominated in U.S.
dollars. It does not currently engage in any foreign currency hedging
transactions. A decrease in the value of foreign currencies relative
to the U.S. dollar could make Com21's products more expensive in
international markets.
In addition to currency fluctuation risks, international operations
involve a number of risks not typically present in domestic
operations. These risks include the following: changes in regulatory
requirements; costs and risks of deploying systems in foreign
countries; licenses, tariffs and other trade barriers; political and
economic instability; difficulties in staffing and managing foreign
operations; potentially adverse tax consequences; difficulties in
obtaining governmental approvals for products; the burden of
complying with a wide variety of complex foreign laws and treaties;
and the possibility of difficult accounts receivable collections.
Com21 is also subject to the risks associated with the imposition of
legislation and regulations relating to the import or export of high
technology products. It cannot predict whether charges or
restrictions upon the importation or exportation of its products will
be implemented by the U.S. or other countries.
Future international activity may result in sales denominated in
foreign currencies. Gains and losses on the conversion to U.S.
dollars of accounts receivable, accounts payable and other monetary
assets and liabilities arising from international operations may
contribute to fluctuations in Com21's operating results. Any of these
factors could materially and adversely affect Com21's business,
operating results and financial condition.
The industry in which Com21 competes is subject to consolidation.
There has been a trend toward industry consolidation for several
years, which has continued through the second quarter of 2000. Com21
expects this trend toward industry consolidation to continue as
companies attempt to strengthen or hold their market positions in an
evolving industry. Com21 believes that industry consolidation may
provide increasingly stronger competitors that are better able to
compete as sole-source vendors for customers. This could lead to more
variability in operating results as Com21 competes to be a single
vendor solution and could have a material adverse effect on its
business, operating results and financial condition. Additionally
Com21 believes that industry consolidation may lead to fewer larger
possible customers. If Com21 is unable to maintain its current
customers or secure additional customers its business could be
adversely affected.
Com21 may be subject to product returns and product liability claims
due to defects in its products.
Com21's products are complex and may contain undetected defects,
errors or failures. These errors have occurred in its products in
the past and additional errors may be expected to occur in its
products in the future. The occurrence of any defects, errors, or
failures could result in delays in installation, product returns and
other losses to Com21 or to its cable operators or end-users. Any of
these occurrences could also result in the loss of or delay in market
acceptance of Com21's products, which could have a material adverse
effect on its business, operating results and financial condition.
Com21 would have limited experience with the problems that could
arise with any new products that it introduces.
Although Com21 has not experienced any product liability claims to
date, the sale and support of its products entail the risk of these
claims. A successful product liability claim brought against Com21
could have a material adverse effect on its business, operating
results and financial condition.
The location of Com21's facilities subjects it to the risk of
earthquakes and or other natural disasters.
Com21's corporate headquarters, including most of its research and
development operations and its in-house manufacturing facilities, are
located in the Silicon Valley area of Northern California, a region
known for seismic activity. A significant natural disaster in the
Silicon Valley, such as an earthquake, could have a material adverse
impact on Com21's business, financial condition and operating
results.
Com21's stock price is highly volatile and broad market fluctuations
may adversely affect the market price of its common stock.
The trading price of Com21's common stock has fluctuated
significantly since its initial public offering in May 1998. In
addition, the trading price of Com21's common stock could be subject
to wide fluctuations in response to quarterly variations in operating
results, announcements of technological innovations or new products
by Com21 or its competitors, announcements by certification and
standards bodies, developments with respect to patents or proprietary
rights, changes in financial estimates by securities analysts and
other events or factors. In addition, the stock market has
experienced volatility that has particularly affected the market
prices of equity securities of many high technology companies and
that often has been unrelated or disproportionate to the operating
performance of these companies. These broad market fluctuations may
adversely affect the market price of Com21's common stock.
Additionally, Com21 may choose to structure acquisitions or other
transactions by issuing additional Com21 common stock or warrants or
options to purchase Com21 stock that would have a dilutive affect on
the common stock currently outstanding. Although Com21 anticipates
these types of transactions will increase the overall value of Com21,
Inc., they may have an adverse affect on the market price of Com21's
common stock.
FORWARD-LOOKING STATEMENTS
Com21 has made forward-looking statements in this document and the
documents incorporated by reference herein that are subject to risks
and uncertainties. These statements are based on management's
beliefs and assumptions, based on information currently available to
management. Forward-looking statements include, but are not limited
to, information concerning possible future results of operations of
Com21 set forth under the section entitled "Risk Factors."
Statements in this document and the documents incorporated herein by
reference preceded by, followed by or that include the words
"believes," "expects," "anticipates," "intends," "plans,"
"estimates," "should" or similar expressions identify forward-looking
statements.
Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. The future results and
shareholder values of Com21 may differ materially from those
expressed in these forward-looking statements. Many of the factors
that will determine these results and values are beyond Com21's
ability to control or predict. Shareholders are cautioned not to put
undue reliance on any forward-looking statements. In addition, Com21
does not have any intention or obligation to update forward-looking
statements after the date of this prospectus even if new information,
future events or other circumstances have made them incorrect or
misleading. For those statements, Com21 claims the protection of the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
In evaluating the exchange, you should carefully consider the
discussion of risks and uncertainties in the section entitled "Risk
Factors" in this prospectus and in the documents incorporated by
reference herein.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document
we file at the SEC's Public Reference Room 15 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the Public Reference Room.
Our SEC filings are also available to the public from our web site at
sttp://www.Com21.com or at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is considered to be part of
this prospectus, and later information filed with the SEC will update
and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 until our offering is completed.
(a) Com21's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed March 24, 2000, including certain
information in Com21's Definitive Proxy Statement in connection
with Com21's 2000 Annual Meeting of Shareholders;
(b) Com21's Quarterly Reports on Form 10-Q (a) for the quarter
ended March 31, 2000 filed May 15, 2000, and (b) for the quarter
ended June 30, 2000 filed August 15, 2000;
(c) Com21's Current Reports on Form 8-K (a) filed April 24,
2000, and (b) filed July 18, 2000, and as amended and filed
September 18, 2000; and
(d) The description of Com21 Common Stock contained in its
registration statement on Form 8-A filed April 8, 1998, including
any amendments or reports filed for the purpose of updating such
descriptions.
You may request a copy of these filings, at no cost, by writing to
telephoning us at the following address:
David Robertson
Chief Financial Officer
Com21, Inc.
750 Tasman Drive
Milpitas, CA 95053
(408) 953-9100
You should rely only on the information incorporated by reference
or provided in this prospectus or any prospectus supplement. We
have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of the
document.
USE OF PROCEEDS
Com21 will not receive any of the net proceeds from the sale of the
shares of Com21 common stock offered hereby, all of which proceeds
will be received by the selling shareholders.
PLAN OF DISTRIBUTION
Com21 is registering all 2,281,720 shares on behalf of certain
selling shareholders. All of the shares were issued by us in
connection with our acquisition of GADline, Ltd. Com21 acquired all
of the outstanding ordinary shares of GADline, and GADline is now a
wholly-owned subsidiary of Com21. Com21 will receive no proceeds
from this offering. The selling shareholders named in the table
below or pledgees, donees, transferees or other successors-in-
interest selling shares received from a named selling shareholder as
a gift, partnership distribution or other non-sale-related transfer
after the date of this prospectus (collectively, the "Selling
Shareholders") may sell the shares from time to time. The Selling
Shareholders will act independently of Com21 in making decisions with
respect to the timing, manner and size of each sale. The sales may
be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated
transactions. The Selling Shareholders may effect such transactions
by selling the shares to or through broker-dealers. The shares may
be sold by one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged
will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to
facilitate the transaction,
- purchases by a broker-dealer as principal and resale
by such broker-dealer for its account pursuant to this
prospectus,
- an exchange distribution in accordance with the rules
of such exchange,
- ordinary brokerage transactions and transactions in
which the broker solicits purchasers, and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of
distribution. In effecting sales, broker-dealers engaged by the
Selling Shareholders may arrange for other broker-dealers to
participate in the resales.
The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or
otherwise. In such transactions, broker-dealers may engage in short
sales of the shares in the course of hedging the positions they
assume with Selling Shareholders. The Selling Shareholders also may
sell shares short and redeliver the shares to close out such short
positions. The Selling Shareholders may enter into option or other
transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or
otherwise transfer such shares pursuant to this prospectus. The
Selling Shareholders also may loan or pledge the shares to a broker-
dealer. The broker-dealer may sell the shares so loaned, or upon a
default the broker-dealer may sell the pledged shares pursuant to
this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders.
Broker-dealers or agents may also receive compensation from the
purchasers of the shares for whom they act as agents or to whom they
sell as principals, or both. Compensation as to a particular broker-
dealer might be in excess of customary commissions and will be in
amounts to be negotiated in connection with the sale. Broker-dealers
or agents and any other participating broker-dealers or the Selling
Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the
shares. Accordingly, any such commission, discount or concession
received by them and any profit on the resale of the shares purchased
by them may be deemed to be underwriting discounts or commissions
under the Securities Act. Because Selling Shareholders may be deemed
to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the Selling Shareholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition,
any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 promulgated under the Securities Act may be sold
under Rule 144 rather than pursuant to this prospectus. The Selling
Shareholders have advised Com21 that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. There is no
underwriter or coordinating broker acting in connection with the
proposed sale of shares by Selling Shareholders.
The shares will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In
addition, in certain states the shares may not be sold unless they
have been registered or qualified for sale in the applicable state or
an exemption from the registration or qualification requirement is
available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not
simultaneously engage in market making activities with respect to our
common stock for a period of two business days prior to the
commencement of such distribution. In addition, each Selling
Shareholder will be subject to applicable provisions of the Exchange
Act and the associated rules and regulations under the Exchange Act,
including Regulation M, which provisions may limit the timing of
purchases and sales of shares of our common stock by the Selling
Shareholders. Com21 will make copies of this prospectus available to
the Selling Shareholders and has informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares.
Com21 will file a supplement to this prospectus, if required,
pursuant to Rule 424(b) under the Securities Act upon being notified
by a Selling Shareholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer. Such supplement
will disclose:
- the name of each such Selling Shareholder and of the
participating broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any
investigation to verify the information set out or
incorporated by reference in this prospectus, and
- other facts material to the transaction.
Com21 will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Shareholders will bear all
commissions and discounts, if any, attributable to the sales of the
shares. The Selling Shareholders may agree to indemnify any broker-
dealer or agent that participates in transactions involving sales of
the shares against certain liabilities, including liabilities arising
under the Securities Act.
SELLING SHAREHOLDERS
The following table sets forth the number of shares owned by each of
the Selling Shareholders. None of the Selling Shareholders has had a
material relationship with Com21 within the past three years other
than as a result of the ownership of the shares or other securities
of Com21 or as a result of their employment with Com21 as of the date
of the closing of the acquisition of GADline. No estimate can be
given as to the amount of shares that will be held by the Selling
Shareholders after completion of this offering because the Selling
Shareholders may offer all or some of the shares and because there
currently are no agreements, arrangements or understandings with
respect to the sale of any of the shares. The shares offered by this
prospectus may be offered from time to time by the Selling
Shareholders named below.
Number of
<TABLE> Percent of Shares
Number of Shares Outstanding Registered for
Name of Selling Shareholder Beneficially Owned Shares (1) Sale Hereby (2)
_____________________________ __________________ _____________ _______________
<S> <C> <C> <C>
Gidon Tahan 443,353 1.83% 443,353
David Cohen 443,353 1.83% 443,353
William C. Mattison, Jr. 19,758 * 19,758
Bear Stearns Securities Corporation
as Custodian for William C. Mattison,
Jr. IRA R/O 6,585 * 6,585
Mattison Family Trust 19,758 * 19,758
The Mattison Foundation, Inc. 6,585 * 6,585
Emanuel Gerard 43,907 * 43,907
Eric Singer 2,304 * 2,304
Bank of America FBO Eric Singer IRA 2,304 * 2,304
Charles L. Ughetta IRA 2,194 * 2,194
Charles F. & Kathryn D. Ughetta 2,194 * 2,194
Vincent John Kenney 1,645 * 1,645
Nathan Schipper 657 * 657
Richard C. Mekenzie, Jr. 21,953 * 21,953
Issac & Ruth Vidomlanski 3,951 * 3,951
Abraham & Myra Selesny 1,316 * 1,316
Nathan Low 43,738 * 43,738
Merich Ozada 43,738 * 43,738
Israel Emerging Growth Fund, L.P. 4,938 * 4,938
Adrian Davis 987 * 987
Joshua Ellenhorn 1,975 * 1,975
Leonard Beder 987 * 987
Steve Aaronson 987 * 987
Warren & Chana Fermaglich 23,835 * 23,835
Dena Levenson 940 * 940
Elizabeth Korda 6,585 * 6,585
Robert Korda 19,758 * 19,758
Philip J. Hempleman 104,982 * 104,982
Leonard Rauner 19,090 * 19,090
Wayne Wilkey 7,634 * 7,634
Alexander Greenberg 7,634 * 7,634
Joel Ackerman 3,816 * 3,816
David D. May 5,725 * 5,725
Sanford B. Prater 5,725 * 5,725
Kirk Balzer 3,816 * 3,816
Green Cay Latin American Fund LDC 66,905 * 66,905
Green Cay Emerging Market Fund LDC 33,452 * 33,452
Ashline, Ltd. 175,636 * 175,636
Charles Benchabat 422 * 422
A.U.K. Investments 1,244 * 1,244
Avraham Fischer 25,162 * 25,162
Courses Investment in Technology Ltd. 193,638 * 193,638
Telrad Holdings LTD. 290,094 1.20% 290,094
Julie Lynn Selesny 657 * 657
Tamar Aderet Selesny 164 * 164
Adena R. Selesny 164 * 164
Chaim David Selesny 164 * 164
Yaacov Eliezer Selesny 164 * 164
Equity Trade Finance Ltd. 8,781 * 8,781
Robert Harow 1,316 * 1,316
Private Equity Bridge Invest Ltd. 155,050 * 155,050
___________________
</TABLE>
* Represents beneficial ownership of less than one percent.
(1) Based on the number of shares outstanding on July 5, 2000.
(2) Assumes the sale of all shares of Com21 common stock
offered by the Selling Shareholders. This registration
statement also shall cover any additional shares of common stock
which become issuable in connection with the shares registered
for sale hereby by reason of any stock divided, stock split,
recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the
number of Com21's outstanding shares of common stock.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
Com21 by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
San Francisco, California.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedule incorporated in this prospectus by
reference from Com21's annual report on Form 10-K for the year ended
December 31, 1999 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
We have not authorized any person to
make a statement that differs from
what is in this prospectus. If any
person does make a statement that
differs from what is in this
prospectus, you should not rely on
it. This prospectus is not an offer
to sell, nor is it seeking an offer
to buy, these securities in any
state in which the offer or sale is
not permitted. The information in
this prospectus is complete and
accurate as of its date, but the
information may change after that date.
TABLE OF CONTENTS COM21, INC.
Page
The Company 1
Risk Factors 1
Forward-Looking Statements 9
Where You Can Find More
Information 9
Use of Proceeds 10
Plan of Distribution 12
Selling Shareholders 14 2,281,720 Shares
Legal Matters 15 of Common Stock
Experts 15
____________________
PROSPECTUS
____________________
September __, 2000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Com21 in
connection with the sale of common stock being registered. All
amounts are estimates except the SEC registration fee.
SEC Registration Fee $ 17,319
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 10,000
Printing Fees 5,000
Transfer Agent Fees 5,000
Miscellaneous 10,000
-------
Total $62,319
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as
directors, except for liability for (i) any breach of their duty of
loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or that involve intentional misconduct or
a knowing violation of law, (iii) unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174
of the Delaware General Corporation Law, or (iv) any transaction from
which the director derives an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and may indemnify its officers, employees and other
agents to the fullest extent permitted by law. The Registrant
believes that indemnification under its Bylaws covers at least
negligence and gross negligence on the part of an indemnified party
in connection with the defense of any action or proceeding arising
out of such party's status or service as a director, officer,
employee or other agent of the Company upon an undertaking by such
party to repay such advances if it is ultimately determined that such
party is not entitled to indemnification. The Registrant has entered
into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Registrant's officers and
directors with further indemnification to the maximum extent
permitted by the Delaware General Corporation Law.
ITEM 16. EXHIBITS
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 Independent Auditors' Consent
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in its opinion filed as Exhibit 5.1)
24.1 Power of Attorney
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act; (ii) to reflect in the
prospectus any facts or events arising after the effective date
of the registration statement, or the most recent post-effective
amendment thereof, which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the registration
statement.
(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.
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 SEC such indemnification is against public policy as
expressed in the Securities Act and therefore is unenforceable. In
the event that a claim for indemnification against such liabilities,
other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act, 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 this
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Milpitas, State of California, on this 18th day of September, 2000.
COM21, Inc.
By: /s/ Peter D. Fenner
______________________
Peter D. Fenner
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the
following persons on behalf of Com21 and in the capacities and on the
dates indicated:
<TABLE>
Signature Title Date
________________________ __________________________________ __________________
<S> <C> <C>
/s/ Peter D. Fenner President, Chief Executive Officer September 18, 2000
________________________ and Director (Principal Executive
Peter D. Fenner Officer)
/s/ David L. Robertson Vice President, Finance and Chief September 18, 2000
________________________ Financial Officer (Principal
David L. Robertson Financial and Accounting Officer)
/s/ Paul Baran (*) Director September 18, 2000
________________________
Paul Baran
/s/ C. Richard Kramlich (*) Director September 18, 2000
________________________
C. Richard Kramlich
/s/ Robert C. Hawk (*) Director September 18, 2000
________________________
Robert C. Hawk
/s/ Jerald L. Kent (*) Director September 18, 2000
________________________
Jerald L. Kent
/s/ Robert W. Wilmot (*) Director September 18, 2000
________________________
Robert W. Wilmot
/s/ Director September 18, 2000
________________________
James J. Spilker Jr.
/s/ Daniel J. Pike (*) Director September 18, 2000
________________________
Daniel J. Pike
(*)/s/ David L. Robertson September 18, 2000
________________________
David L. Robertson
Attorney-in-fact
</TABLE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Title
________________ __________________________________________________
5.1 (*) Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
23.1 Independent Auditors' Consent
23.2 (*) Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (included in its opinion
filed as Exhibit 5.1)
24.1 (*) Power of Attorney
(*) Previously filed with Form S-3 on July 14, 2000
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Com21, Inc. of Amendment No. 1 on Form S-3 of our
reports dated March 21, 2000, appearing in the Annual Report on Form
10-K of Com21, Inc. for the year ended December 31, 1999, and to the
reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
/s/ Deloitte & Touche LLP
San Jose, California
September 13, 2000
