-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TR5O3nQCNnuHp7vi+0ewKtaOwGiAlp/ANyAZiFF1S854EGi8V1QFtc9O/Ua0Qae0 e9LqyQjt7gnLZY2A5r8RQA== 0000950134-97-005154.txt : 19970708 0000950134-97-005154.hdr.sgml : 19970708 ACCESSION NUMBER: 0000950134-97-005154 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970707 EFFECTIVENESS DATE: 19970707 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLICOM A S CENTRAL INDEX KEY: 0000891426 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30833 FILM NUMBER: 97636831 BUSINESS ADDRESS: STREET 1: NYBROVEJ 114 STREET 2: DK 2800 LYNGBY CITY: DENMARK STATE: G7 BUSINESS PHONE: 2144237560 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on July 7, 1997 REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OLICOM A/S (Exact name of registrant as specified in its charter) THE KINGDOM OF DENMARK N/A (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) NYBROVEJ 114 DK-2800 LYNGBY DENMARK (Address, including zip code of Registrant's principal executive offices) OLICOM A/S 1996 SHARE INCENTIVE PLAN OLICOM A/S 1997 SHARE INCENTIVE PLAN CROSSCOMM CORPORATION AMENDED 1988 INCENTIVE STOCK OPTION PLAN CROSSCOMM CORPORATION AMENDED 1989 INCENTIVE STOCK OPTION PLAN CROSSCOMM CORPORATION 1991 INCENTIVE STOCK OPTION PLAN CROSSCOMM CORPORATION 1992 STOCK OPTION PLAN CROSSCOMM CORPORATION 1992 DIRECTORS' OPTION PLAN CROSSCOMM CORPORATION 1994 STOCK OPTION PLAN CROSSCOMM CORPORATION 1996 STOCK OPTION PLAN (Full title of plans) -------------------- LARS STIG NIELSEN COPIES TO: OLICOM A/S LAWRENCE D. GINSBURG NYBROVEJ 114 LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. DK-2800 LYNGBY 2200 ROSS AVENUE, SUITE 900 DENMARK DALLAS, TEXAS 75201 +45 45 27 00 00 (214) 220-4800 (Name, address, and telephone number, including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================================== Proposed Title of each Class Amount Maximum Proposed Maximum Amount of of Securities to be Offering Price Aggregate Registration to be Registered Registered(1) Per Share Offering Price Fee - ------------------------------------------------------------------------------------------------------------------------------ Common Shares, nominal value DKK 0.25 1,422,209 $52.94 (2) $15,635,893 (2) $4,739 - ------------------------------------------------------------------------------------------------------------------------------ Common Shares, nominal value DKK 0.25 1,577,791 $15.563 (3) $24,555,161 (3) $7,441 ==============================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered such additional Common Shares as may become issuable pursuant to the antidilution provisions of the Olicom A/S 1996 Share Incentive Plan, the Olicom A/S 1997 Share Incentive Plan, the CrossComm Corporation Amended 1988 Incentive Stock Option Plan, the CrossComm Corporation Amended 1989 Incentive Stock Option Plan, the CrossComm Corporation 1991 Incentive Stock Option Plan, the CrossComm Corporation 1992 Stock Option Plan, the CrossComm Corporation 1992 Directors' Option Plan, the CrossComm Corporation 1994 Stock Option Plan and the CrossComm Corporation 1996 Stock Option Plan (collectively, the "Plans"). (2) Calculated in accordance with Rule 457(h) under the Securities Act, based on the prices at which outstanding options to purchase 1,422,209 Common Shares may be exercised under the Plans. (3) Estimated solely for the purpose of calculating the registration fee for 1,577,791 Common Shares under the Plans on the basis of the average of the high and low sales prices on July 1, 1997, for a common share in Olicom A/S, as reported on the Nasdaq National Market, all in accordance with Rule 457(h) promulgated under the Securities Act. =============================================================================== 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Not required to be filed with this Registration Statement.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not required to be filed with this Registration Statement.* - ------------------- *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act and Note to Part I of Form S-8. 2 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this Registration Statement, except to the extent that any statement or information herein is modified, superseded or replaced by a statement or information contained in any other subsequently-filed document incorporated herein by reference. Any statement or information so modified will not be deemed a part of this Registration Statement, except as so modified, and any statement or information so superseded will not be deemed a part of this Registration Statement. (a) The Registrant's Annual Report on Form 20-F, File No. 0-020738, for the fiscal year ended December 31, 1996 (the "1996 Form 20-F"), as filed with the Securities and Exchange Commission (the "Commission"), which contains audited financial statements of the Registrant for the fiscal year ended December 31, 1996. (b) The Registrant's Report on Form 6-K, as filed with the Commission on June 30, 1997. (c) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the audited financial statements contained in the 1996 Form 20-F. (d) A description of the Registrant's common shares, nominal value DKK 0.25 per share ("Common Shares"), contained in the Registrant's Form Registration Statement on Form 8-A, File No. 0-20738, filed with the Commission on October 15, 1992, and including any amendment or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the Common Shares offered hereby have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. II-1 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Companies Act of the Kingdom of Denmark (the "Companies Act"), directors of the Registrant and the Registrant's officers who are registered as managers with the Companies and Commercial Agency of the Kingdom of Denmark (Messrs. Lars Stig Nielsen, Boje Rinhart and Niels Christian Furu are the only officers of the Registrant so registered) are liable for negligence to the Registrant and to third parties for any breach of the Registrant's Articles of Association or the Companies Act. Officers not so registered are indemnified under applicable Danish law in respect of actions and claims arising out of actions taken by them in their official capacity, provided that such actions do not involve gross negligence or fraud. The Registrant has entered into Indemnification Agreements with its directors, executive officers and key employees. Each such Indemnification Agreement provides for indemnification of the Registrant's directors, executive officers and key employees to the fullest extent permitted by the Companies Act. Additionally, Olicom Inc., a wholly-owned subsidiary of the Registrant ("Olicom Americas"), has entered into Indemnification Agreements with its directors, executive officers and key employees who are not directors and officers of the Registrant. Each such Indemnification Agreement provides for indemnification of the directors, executive officers and key employees of Olicom Americas to the fullest extent permitted by the Delaware General Corporation Law, as amended. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The Exhibits to this Registration Statement are listed in the Index to Exhibits on page II-6 to II-7 of this Registration Statement, which Index is incorporated herein by reference. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) To include any prospectus required by Section 10(a)(3) of the Securities Act, (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; II-2 5 provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (2) That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lyngby, Denmark, on July 4, 1997. OLICOM A/S By: /s/ Lars Stig Nielsen ---------------------------------- Lars Stig Nielsen, Managing Director and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lars Stig Nielsen and Boje Rinhart and each of them acting individually, as such person's true and lawful attorneys-in-fact and agents, each with full power of substitution, for such person, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Jan Bech Chairman of the Board July 4, 1997 - --------------------------------- and Director Jan Bech /s/ Lars Stig Nielsen Managing Director, July 4, 1997 - --------------------------------- Chief Executive Officer Lars Stig Nielsen and Director /s/ Boje Rinhart Chief Financial Officer July 4, 1997 - --------------------------------- (Principal Financial and Boje Rinhart Accounting Officer) /s/ Bo F. Vilstrup Director July 4, 1997 - --------------------------------- Bo F. Vilstrup /s/ Kurt Anker Nielsen Director July 7, 1997 - --------------------------------- Kurt Anker Nielsen Director July _, 1997 - --------------------------------- Frank G. Petersen /s/ Michael J. Peytz Director July 5, 1997 - --------------------------------- Michael J. Peytz Director July _, 1997 - --------------------------------- Anders Knutsen
II-4 7 INDEX TO EXHIBITS Exhibit Number Exhibit - ------- ---------------------------------------------------------------------- 3.1 Articles of Association of the Registrant (English translation) (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form F-4 of the Registrant, Registration No. 333-24655). 3.2 Rules of Procedure for the Board of Directors (incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form F-1 of the Registrant, Registration No. 33-51818). 4.1 Olicom A/S 1996 Share Incentive Plan (incorporated herein by reference to Exhibit 2.2 to the Annual Report on Form 20-F of the Registrant for the fiscal year ended December 31, 1996, File No. 0-20738 (the "Olicom 1996 Form 20-F")). 4.2 Olicom A/S 1997 Share Incentive Plan (incorporated herein by reference to Exhibit 2.3 to the Olicom 1996 Form 20-F). 4.3 CrossComm Corporation Amended 1988 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.22 of the Registration Statement on Form S-1 of CrossComm Corporation ("CrossComm"), Registration No. 33-47321 (the "CrossComm Form S-1")). 4.4 Amendments to the CrossComm Corporation Amended 1988 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.25 to the Annual Report on Form 10-K of CrossComm for the fiscal year ended December 31, 1996, File No. 0-20110 (the "CrossComm 1996 Form 10-K")). 4.6 CrossComm Corporation Amended 1989 Incentive Stock Option Plan (incorporated hereby by reference to Exhibit 10.23 to the CrossComm Form S-1). 4.7 Amendments to the CrossComm Corporation Amended 1989 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.26 to the CrossComm 1996 Form 10-K). 4.8 CrossComm Corporation 1991 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.24 to the CrossComm Form S-1). 4.9 Amendments to the CrossComm Corporation 1991 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.27 to the CrossComm 1996 Form 10-K). 4.10 CrossComm Corporation 1992 Stock Option Plan (incorporated herein by reference to Exhibit 10.25 to the CrossComm Form S-1). 8 4.11 Amendments to the CrossComm Corporation 1992 Stock Option Plan (incorporated herein by reference to Exhibit 10.28 to the CrossComm 1996 Form 10-K). 4.12 CrossComm Corporation 1992 Directors' Option Plan (incorporated herein by reference to Exhibit 10.26 to the CrossComm Form S-1). 4.13 Amendments to the CrossComm Corporation 1992 Directors' Option Plan II-5 (incorporated herein by reference to Exhibit 10.29 to the CrossComm 1996 Form 10-K). 4.14 CrossComm Corporation 1994 Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.16 of the Annual Report on Form 10-K of CrossComm for the fiscal year ended December 31, 1995, File No. 0-20110 (the "CrossComm 1995 Form 10-K")). 4.15 Amendments to the CrossComm Corporation 1994 Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.30 to the CrossComm 1996 Form 10-K). 4.16 CrossComm Corporation 1996 Stock Option Plan (incorporated herein by reference to Exhibit 10.23 to the CrossComm 1996 Form 10-K). 4.17 Amendment to the CrossComm Corporation 1996 Stock Option Plan (incorporated herein by reference to Exhibit 10.32 to the CrossComm 1996 Form 10-K). 5.1* Opinion of Law Firm Tyge Trier. 23.1* Consent of Ernst & Young A/S. 23.1 Consent of Law Firm Tyge Trier (contained in Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page). 99.1* Form of Memorandum regarding Assumption of Stock Options under the CrossComm Corporation Amended 1988 Incentive Stock Option Plan, the CrossComm Corporation Amended 1989 Incentive Stock Option Plan, the CrossComm Corporation 1991 Incentive Stock Option Plan, the CrossComm Corporation 1992 Stock Option Plan, the CrossComm Corporation 1992 Directors' Option Plan, the CrossComm Corporation 1994 Stock Option Plan and the CrossComm Corporation 1996 Stock Option Plan - -------------------- * Filed herewith. EX-5.1 2 OPINION OF TYGE TRIER 1 EXHIBIT 5.1 [Letterhead of Law Firm Tyge Trier] Olicom A/S Nybrovej 114 DK-2800 Lyngby Denmark July 4, 1997 Ladies and Gentlemen: I have acted as counsel for Olicom A/S, a Danish corporation (the "Company"), in connection with the registration under the United States Securities Act of 1933, as amended (the "Act") of the offer and sale by the Company and its subsidiaries Olicom, Inc. and Olicom Enterprise Products, Inc., of up to 3,000,000 common shares in the Company, nominal value DKK 0.25 each (the "Shares"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") filed with the United States Securities and Exchange Commission (the "Commission"). Unless otherwise indicated, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement. In connection with this opinion, I have examined such documents and records of the Company and such statutes, regulations and other instruments and certificates as I have deemed necessary or advisable for the purposes of this opinion. I have assumed that all signatures on all documents presented to me are genuine, that all documents submitted to me as copies are true and correct copies of the originals thereof. I have also relied upon such certificates of public officials, corporate agents and officers of the Company and such other certifications with respect to the accuracy of material factual matters contained therein which were not independently established. Based on the foregoing, I am of the opinion that the Shares upon issuance and payment therefor, as contemplated by the options pursuant to which the Shares may be issued, will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to matters of Danish law, and no opinion is expressed of the laws of any other jurisdiction. The opinion may be filed as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am included in the category of persons, whose consent is required under section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Yours sincerely, /s/ Tyge Trier Tyge Trier EX-23.1 3 CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of Olicom A/S (the "Company") for the registration of 3,000,000 common shares in the Company, nominal value DKK 0.25 per share, of our report dated April 2, 1997, with respect to the consolidated financial statements of the Company as of December 31, 1996, and for the years then ended, which reports are included in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 1996, filed with the Securities and Exchange Commission,. /s/ Ernst & Young A/S Statsautoriseret Revisionsaktieselskab Copenhagen, Denmark July 2, 1997 EX-99.1 4 FORM OF MEMORANDUM 1 EXHIBIT 99.1 [Olicom Letterhead] July 7, 1997 NOTICE TO PERSONS GRANTED OPTIONS UNDER THE STOCK OPTION PLANS OF CROSSCOMM CORPORATION You currently hold one or more options as set forth on the attached schedule to purchase shares of the common stock of CrossComm Corporation, a Delaware corporation ("CrossComm"), which were granted pursuant to the CrossComm Corporation Amended 1988 Incentive Stock Option Plan, Amended 1989 Incentive Stock Option Plan, 1991 Incentive Stock Option Plan, 1992 Stock Option Plan, 1992 Directors' Option Plan, 1994 Stock Option Plan or 1996 Stock Option Plan (collectively, the "CrossComm Option Plans"). As you may know, CrossComm entered into an Agreement and Plan of Reorganization dated as of March 20, 1997, among Olicom A/S ("Olicom"), PW Acquisition Corporation, a wholly-owned subsidiary of Olicom ("MergerSub"), and CrossComm (the "Merger Agreement"). Pursuant to the Merger Agreement, MergerSub was merged into CrossComm, and CrossComm became a wholly-owned subsidiary of Olicom as of the Effective Time of the Merger, which occurred on June 12, 1997. Pursuant to the Merger Agreement, at the Effective Time Olicom assumed all outstanding options ("CrossComm Options") to purchase common stock in CrossComm under the CrossComm Option Plans and substituted common stock in Olicom ("Olicom Common Stock") for common stock in CrossComm under the assumed CrossComm Options. At the Effective Time, each outstanding CrossComm Option, whether vested, was deemed to constitute an option to acquire the number of whole shares of Olicom Common Stock equal to the product (rounded down to the nearest whole number of shares) of (i) the number of shares of CrossComm Common Stock that remained unexercised (whether vested or unvested) under each CrossComm Option immediately prior to the Effective Time, multiplied by (ii) 0.595. The per share exercise price for the Olicom Common Stock issuable upon exercise of the assumed CrossComm Options was adjusted to the result (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per share of CrossComm Common Stock at which such option was exercisable immediately prior to the Effective Time divided, by (y) 0.595. The attached schedule sets forth the number of shares of Olicom Common Stock which you may purchase and the adjusted per share exercise price under your CrossComm Option(s). Except as described in the preceding paragraph, all other terms and conditions of the CrossComm Options assumed by Olicom will continue in full force and effect. Accordingly, each assumed CrossComm Option remains subject to the same exercise and vesting terms and expiration date as set forth in the agreement evidencing such CrossComm Option, and your continuous employment or service with CrossComm (now known as Olicom Enterprise Products, Inc.) and 2 Olicom (including Olicom, Inc.) whether occurring before or after the Effective Time, will be credited to you for all such purposes under the assumed CrossComm Option. In this regard, the adjustments in the number of shares subject to each such option and the exercise price therefor do not affect the change of control provisions contained in the various CrossComm Option Plans. It is intended that each assumed CrossComm Option qualify as an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent that such option qualified as an incentive stock option immediately prior to the Effective Time. However, you should consult with your own tax advisors regarding the tax effects of the assumption of the CrossComm Options by Olicom and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, without limitation, holding period requirements. Lastly, please note that the sale by you of Olicom Common Stock purchased pursuant to the exercise of assumed options is subject to Olicom's current Corporate Policy Statement, which, among other things, strictly prohibits directors, officers and employees of Olicom and its subsidiaries from purchasing or selling Olicom Common Stock, or warrants or options to purchase Olicom Common Stock, (i) while in the possession of material inside information, or (ii) from the 20th day of each calendar quarter until the expiration of a full business day after the quarter's earnings have been publicly released. Accordingly, the trading window is currently closed, and is not anticipated to open until one full business day after Olicom publicly releases its earnings for the second quarter. Olicom presently anticipates that it will publicly release such earnings on July ___, 1997 (and therefore, the trading window will open on July ___, 1997). These dates are very preliminary and subject to change. Olicom's senior management is currently reviewing the Corporate Policy Statement, and it is possible that changes will be made therein in the near future. However, until you are notified of such changes, the Corporate Policy Statement adopted by Olicom's Board of Directors on May 4, 1993, will remain effective. If you have any questions with respect to Olicom's assumption of your CrossComm Option(s), please contact ________________________ at (972) ______________________. 3 SCHEDULE OF CROSSCOMM OPTIONS ASSUMED BY OLICOM A/S Name of Optionee: --------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------- Pre-Merger Post-Merger - ----------------------------------------------------------------------------------------------------------------------------------- Number of Shares of Exercise Number of Shares of Exercise CrossComm Common Stock Price Olicom Common Stock Price - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------------------
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