As filed with the Securities and Exchange Commission on May 1, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FASTCOMM COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-289115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
45472 Holiday Drive
Sterling, Virginia 20166
Telephone: (703) 318-7750
(Address of principal place of business, and address and telephone number
of principal executive offices)
Mark H. Rafferty Copy to:
Chief Financial Officer Thomas G. Amon, Esq.
FastComm Communications Corporation Amon & Sabatini
45472 Holiday Drive 437 Madison Avenue
Sterling, Virginia 20166 New York, New York 10022
Telephone: (703) 318-7750 Telephone: (212) 759-9030
(Name, address and telephone number (Counsel for Registrant)
of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to a 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. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of securities to be registered Amount to be offering price per aggregated offering Amount of registration
registered(1) share(2) price fee
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Common Shares, par value $.01 per share .......... 3,190,591 $4.00 $12,762,364 $3,829.00
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(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of Shares of Common Stock issuable as a result of the anti-dilution
provisions of the Debentures and Preferred Stock it is convertible into,
and warrants exercisable for the shares of Common Stock registered hereby.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and based, pursuant to Rule 457, on the closing price of
the Common Stock of the Company on the NASDAQ on April 28, 1997.
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 which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
FastComm Communications Corporation
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K Showing Location in Prospectus of
information required by Items of Form S-3.
Item Number and heading in Form S-3
Registration Statement Caption or Location in Prospectus
- ----------------------------------- ---------------------------------
1. Forepart of the Registration Forepart of the Registration Statement;
Statement and Outside Front Outside Front Cover Page of Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Back Inside Front and Outside Back Cover Page
Cover Pages of Prospectus of Prospectus
3. Summary Information and Risk The Company; Certain Risk Factors
Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page of Prospectus
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Outside Front Cover Page of Prospectus;
Plan of Distribution
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and Experts
Counsel
11. Material Change Not Applicable
12. Incorporation of Certain Documents Incorporated by Reference
Information by Reference
13. Disclosure of Commission Not Applicable
Position
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 1, 1997
PRELIMINARY PROSPECTUS
3,190,591 Shares
FASTCOMM COMMUNICATIONS CORPORATION
Common Stock
This Prospectus relates to 3,190,591 shares (the "Shares" or the "Offered
Shares") of common stock, par value $.01 per share (the "Common Stock"), of
FastComm Communications Corporation, a Virginia corporation (the "Company"). The
Shares are issuable by the Company upon: (i) the conversion of (a) $5,000,000
principal amount of the Company's 1997 Convertible Debentures (the
"Debentures"), or (b) if approved by the Company's, shareholders, conversion of
shares of a to-be created class of Series A Preferred Stock of the Company into
which the Debentures may be converted at the option of the Company ("Preferred
Stock"); and (ii) exercise of the warrants (the "Warrants") issuable under
certain circumstances, upon conversion of Debentures and Preferred Stock. The
Company issued the Debentures in a private placement transaction to four
accredited investors. See "Selling Shareholders." Additional Shares that may
become issuable as a result of the anti-dilution or default provisions of the
Debentures (or Preferred Stock) and the Warrants are offered hereby pursuant to
Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"). In
addition, 190,551 of the Shares have been, or may be, issued to Richard L. Apel
in connection with the acquisition by the Company of Comstat DataComm
Corporation on January 31, 1997. See "Selling Shareholders."
The Company will not receive any proceeds from the sale of Shares by the
Selling Shareholders, but will receive the exercise price payable upon the
exercise of the Warrants if those Warrants are issued and exercised for cash.
There can be no assurance that all or any part of the Warrants will be issued or
that they will be exercised for cash. All expenses incurred in connection with
this offering are being borne by the Company, other than any commissions or
discounts paid or allowed by the Selling Shareholders to underwriters, dealers,
brokers or agents and legal fees of counsel to the Selling Shareholders, if any.
The Shares being registered under the Registration Statement of which this
Prospectus is a part may be offered for sale from time to time by or for the
account of such Selling Shareholders in the open market, on the NASDAQ National
Market, in privately negotiated transactions, in an underwritten offering, or a
combination of such methods, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Offered Shares are intended to be sold through one or more broker-dealers or
directly to purchasers. Such broker-dealers may receive compensation in the form
of commissions, discounts or concessions from the Selling Shareholders and/or
purchasers of the Offered Shares for whom such broker-dealers may act as agent,
or to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer may be in excess of customary concessions). The Selling
Shareholders and any broker-dealers who act in connection with the sale of
Offered Shares hereunder may be deemed to be "underwriters" within the meaning
of the Securities Act, and any commissions received by them and proceeds of any
resale of the Offered Shares may be deemed to be underwriting discounts and
commissions under the Securities Act, See "Selling Shareholders" and "Plan of
Distribution."
The Common Stock of the Company is listed on the NASDAQ-NMS (Symbol; FSCX).
The Shares offered hereby involve a high degree of RISK. See "CERTAIN RISK
FACTORS" at page 3 of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May , 1997
1
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Commission. Reports, proxy and
information statements, and other information filed by the Company with the
Commission can be inspected and copied, at prescribed rates, during normal
business hours at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W. Room 1024, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Chicago Regional Office,
NorthWestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; New York Regional Office, 75 Park Place, 14th Floor, New
York, New York 10007. Electronic filings of such documents are publicly
available on the Commission's Web Site at http://www.sec.gov. Copies of such
materials can also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
A registration statement on Form S-3 in respect of the Shares offered by
this Prospectus (the "Registration Statement") has been filed with the
Securities and Exchange Commission (the "Commission"), Washington, D.C. 20549,
under the 1933 Act. This Prospectus does not contain all of the information
contained in the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission. Accordingly,
additional information concerning the Company and such securities can be found
in the Registration Statement, including various exhibits thereto, which may be
inspected at the Public Reference Section of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into this Prospectus:
1. Form 10-K for the fiscal year ended April 30, 1996, filed with the
Commission pursuant to Section 13(a) of the 1934 Act;
2. Form 10-K/A for the fiscal year ended April 30, 1996, filed with the
Commission pursuant to Section 13(a) of the 1934 Act;
3. Form 10-Q for the fiscal quarters ended August 3, 1996, November 2,
1996 and February 1, 1997 filed pursuant to Section 13(a) of the 1934
Act since the end of the fiscal year covered by the Annual Report
referred to above;
4. The description of the Company's Common Stock registered under the
1934 Act contained in the Company's Form 8-A filed with the Commission
on September 8, 1988, including any amendments or reports filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of this offering, shall be deemed to be incorporated by reference
into this prospectus. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, expect as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any or all of the foregoing
documents incorporated herein by reference (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporated). Requests should be directed to FastComm Communications
Corporation, 45472 Holiday Drive, Sterling, Virginia 20166, (703) 318-7750,
Attention: Investor Relations.
No person has been authorized to give any information or to make any
representation other than those contained in, or incorporated by reference into,
this Prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or any Selling
Shareholders. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy, nor shall there be any sale of these Shares by
anyone, in any state in which such offer, solicitation, or sale would be
unlawful prior to the registration or qualification under the securities laws of
any state, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Neither delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the information herein or the affairs of the Company since the date
hereof.
2
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Common Stock offered hereby involves a high degree of risk. In
addition, this Prospectus and the documents incorporated herein by reference
contain certain "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. Such forward-looking
statements, which are often identified by words such as "believes",
"anticipates", "expects", "estimates", "should", "may", "will", and "similar"
expressions, represent the Company's expectations or beliefs concerning future
events. Numerous assumptions, risks and uncertainties, including the factors set
forth below, could cause actual results to differ materially from the results
discussed in the forward looking statements. Prospective purchasers of the
Shares should carefully consider the factors set forth below, as well as the
other information contained herein or in the documents incorporated herein by
reference.
CERTAIN RISK FACTORS
1. Recent History of Losses. The Company incurred net losses of $1,999,000,
$4,084,000, and $631,000 for the years ended April 30, 1994, 1995 and 1996 and a
net loss of $675,000 for the nine (9) months ending February 1, 1997. Such
losses are primarily attributable to sales levels insufficient to meet the costs
associated with the development and marketing of new products in an emerging
technology. Sales levels have been negatively impacted by delays in product
development, delays on the part of the carriers to offer frame relay services
and once offered, incorrect carrier pricing for frame relay services. In order
to address these factors, the Company has taken various steps. The Company
actively participates in industry forums that promote frame relay and ATM
services. Further, the Company upgraded and expanded it sales, marketing and
engineering organizations, while decreasing its general and administrative
overhead. The Company is focused on acquisitions and partnership arrangements
intended to expand its technology base and increase sales. There can be no
assurance that the Company will generate sufficient revenues to meet expenses or
to operate profitably in the future.
2. Historical Financial Statement Adjustments. During the fourth quarter
ended April 30, 1995, the Company increased its allowance for doubtful accounts
by $200,000 ($0.02 per share) to take account of products returned and credited
to customers in the fourth quarter as well as to provide for future sales
returns and allowances. The Company also increased its reserve for inventory
obsolescence in the fourth quarter by $295,000 ($0.04 per share) primarily to
take account of certain slow moving data compression and analog modem inventory.
During the fourth quarter ended April 30, 1994, the Company reversed a sale
in the amount of $580,000 which was originally recorded in the third quarter
ended February 5, 1994. The reversal of the sale was made after certain
technical difficulties arose in the fourth quarter regarding the project for
which the Company's product was intended. These matters were not identified to
management at the time of sale. The effect on third quarter and fiscal 1994
operating results of the reversal of the sale was to increase net loss by
approximately $295,000, and to increase the per share net loss by ($0.04) per
share.
Also during the fiscal 1994 fourth quarter, the Company increased its
allowance for doubtful accounts for products returned and credited to customers
in the fourth quarter as well as to provide for potential future returns and
allowances. The increase in the allowance includes $220,000 which management now
believed was attributable to matters which existed at the end of third quarter.
The effect on third quarter and fiscal 1994 and operating results of increasing
the allowance for doubtful accounts by $220,000 was to increase the net loss by
$220,000 and to increase the net loss per share by ($0.03).
The Company restated its 1993 financial statements to reflect corrections
to the accounts payable, costs of goods sold and additional paid-in capital
accounts, in connection with the re-audit of the 1993 financial statements by
the Company's accountants BDO Seidman LLP. With respect to the 1993 financial
statements, the restatement reduced the pre-tax income and the net income by
$90,000 ($0.01 per share). The restatement had no effect on total stockholders'
equity as originally reported.
3. Pending SEC Investigation. The United States Securities and Exchange
Commission ("SEC") is currently conducting a confidential inquiry pursuant to a
formal order directing a private investigation. This inquiry, which commenced in
September, 1994 and has focused on certain accounting, end of quarter, revenue
recognition, and internal controls issues, is confidential and should not be
construed as an indication by the SEC or the staff that any violations of law
have occurred. The Company is cooperating fully with the SEC staff. No assurance
can be given concerning the outcome of this investigation or that the inquiry
will be resolved in the near future.
4. Fluctuations in Quarterly Operating Results. The Company has
historically experienced substantial quarterly fluctuation in its operating
results. Due to changes to software and the relatively high revenues per unit
sold, production or shipping delays or customer order rescheduling can
significantly affect quarterly revenues and profitability. The Company has
experienced and may again experience quarters during which a substantial portion
of the Company's net sales are realized near the end of the quarter.
Accordingly, delays in shipments near the end of a quarter can cause quarterly
net sales to fall significantly short of anticipated levels. Since most of the
Company's expenses are fixed in the short term, such shortfalls in net sales
could have a material adverse effect on the Company's business and results of
operations. The Company's operating results may also vary from quarter to
quarter based upon numerous factors including the timing of new product
introductions, product mix, levels of sales, proportions of domestic and
international sales activities of competitors, acquisitions, international
events and problems in obtaining adequate materials or components on a timely
basis.
3
5. Competition. The data communications industry is intensely competitive.
The Company currently competes principally in the markets for high-speed voice
and data frame relay products. Many of the Company's existing and potential
competitors (including certain of the company's customers and suppliers) have
far more extensive financial, engineering, product development, manufacturing
and marketing resources than the Company. The Company's products and services
compete on the basis of a number of factors, including, in the case of the frame
relay business, time to market and delivery risk, price, quality, features and
functions, power consumption, and manufacturing rights, and recommendations of
the systems integrators, modularity and expendability, reliability, service and
support, supplier credibility, and price. There can be no assurance that
competitors will not introduce products incorporating technology as advanced or
more advanced than the Company's or that changes in the communications
environment will not render competitors product solutions more attractive to the
customer than the Company's solutions. Competitive pressures often necessitate
price reductions which the Company may not be able to achieve or which could
adversely affect profit margins which can adversely affect operating results. As
a result, these competitors may be able to respond more quickly to new or
emerging technologies and changes in customer requirements, or to devote greater
resources to the development, promotion and sale of their products and services
than the Company. In addition, current and potential competitors have
established or may establish cooperative relationships among themselves or with
third parties to address the needs of the Company's prospective customers.
Accordingly, it is possible that new competitors or alliances among competitors
may emerge and rapidly acquire significant market share. There can be no
assurance that the Company will be able to compete successfully with existing or
new competitors or that competitive pressures faced by the Company would not
materially and adversely affect its business, results of operations, or
financial condition.
6. Rapid Technological Change. The market for the Company's products is
characterized by rapidly changing technology, emerging industry standards,
product proliferation and short product life cycles. The Company believes that
its future success will depend upon its ability to enhance its existing products
and to develop and introduce new products which conform to or support emerging
data communications standards, meet a wide range of evolving user needs and
achieve market acceptance. There can be no assurance that the Company will
succeed in developing and marketing such products or that the Company will be
able to respond effectively to technological changes, emerging industry
standards or new product introductions by others. Furthermore, there can be no
assurance that competitors will not introduce products incorporating technology
as advanced or more advanced than the Company's thereby rendering the Company's
products or technologies uncompetitive or obsolete. Any significant delays in
developing or shipping new or enhanced products could adversely affect the
Company's operating results. Conversely, the growth of the market for
communications products has been driven in part by the rapid technological
change experienced by that market. There can be no assurance that such rapid
technological change will continue or that the telecommunications infrastructure
will support such products. Any of these factors could materially adversely
affect the market for data communications products and the Company's operating
results.
7. Changes to Protocols and Changing Technology. New Data Protocols may be
developed that could displace the protocols currently supported in Company
products, requiring additional software development to sustain the viability of
those products. An announcement of such new protocols could have a negative
effect on sales of older designs, as users hesitate to install equipment based
on existing designs until they had evaluated the new ones. There can be no
assurance that the Company would have the necessary resources, particularly the
knowledgeable employees, to implement new protocols in a timely manner. Such
failure to develop adequate products in response to new technology could
adversely affect the Company's profitability. Asynchronous Transfer Mode (ATM)
is a new technology for transmitting digital information, including voice and
data, over a public or private network. Telephone companies and other operators
of public network are deploying ATM in their backbone segments. If the ATM
technology becomes much less expensive, ATM services could become economically
more attractive than frame relay services that currently are involved in the
bulk of Company's business. If ATM were to become more popular that frame
replay, the Company would need to develop new products, retrain its employees,
and educate its sales and distribution channel partners. There can be no
assurance that the Company will have the resources necessary to develop
appropriate products in a timely manner.
8. Introduction of New Products. The Company's future revenue is dependent
on its ability to successfully develop, manufacture and market products. In this
regard, future growth is dependent on the Company's ability to timely and
successfully develop and introduce new products, establish new distribution
channels, develop affiliations with leading market participants which facilitate
product development and distribution, and market existing and new products with
service providers, resellers, channel partners, and others. The introduction of
new or enhanced products requires the Company to manage the transition from
older products in order to minimize disruption in customer ordering patterns,
avoid excessive levels of older product inventories and ensure that adequate
supplies of new products can be delivered to meet customer demand. In addition,
as the technical complexity of new products increases, it may become
increasingly difficult to introduce new products quickly and according to
schedule. There can be no assurance that the Company will successfully manage
the transition to new products or that the Company's research and development
efforts will result in commercially successful new technology and products in
the future.
9. Future Capital Requirements. The Company's ability to make future
capital expenditures and fund the development and launch of new products, are
dependent on existing cash and some or all of the following: demands on cash to
support inventory for the frame relay, demands on cash arising from the
redemption (if required) of the Debentures or Preferred Stock, and the Company's
return to profitability. The timing and amount of the Company's future capital
requirements can not be accurately predicted, nor can there be any assurance
that debt or equity financing, if required, can be obtained on acceptable terms.
There can be no assurance that the company will have cash available in the
amounts and at the times needed.
10. Dependence on Key Employees. The Company's ability to implement its
strategies depends upon its ability to retain and continue to attract highly
talented managerial and technical personnel. The Company is especially dependent
on its key technical personnel to remain in the forefront of technology and on
its sales executives to develop and implement the sales strategies for its
products. Competition for qualified personnel is intense in the data
communications industry. Most of the Company's senior executives, are employed
on an "at-will" basis. There can be no assurance that the Company will retain
its key managerial and technical employees or that it will attract and
assimilate, such employees in the future . The loss of key management or
technical personnel could materially and adversely affect the Company's
business, results of operations and financial condition.
11. Inventory Management. From time to time, the Company has experienced
significant increases in its levels of inventory in order to meet production
requirements of existing or anticipated orders or as the result of delays in
receiving certain components, such as critical chipsets, from suppliers and the
concurrent accumulation of other inventory. Increased levels of inventory could
adversely affect the Company's liquidity, increase the risk of inventory
obsolescence (from cancellation of orders, failure to receive anticipated orders
or otherwise), or increase the risk of a decline in market value of such
inventory or losses from theft, fire or other similar occurrences. The failure
of the Company to effectively manage its inventory levels could have a material
adverse affect on the Company's financial condition and results of operations.
4
12. Intellectual Property Rights. The Company's success depends in part
upon its technological expertise and proprietary product designs. The Company
relies upon its trade secret protection efforts and, to a lesser extent, upon
patents and copyrights to protect its proprietary technologies. There can be no
assurance that these steps will be adequate to deter misappropriation or
infringement of its proprietary technologies or that the Company's competitors
will not independently develop technologies that are substantially equivalent or
superior to the Company's technology. In addition, the laws of some foreign
countries do not protect the Company's proprietary rights to the same extent as
do the laws of the United States. Further, given the rapid evolution of
technology and uncertainties in intellectual property law, there can be no
assurance that the Company's current or future products will not be determined
to infringe proprietary rights of others. Should the Company be sued for patent
infringement, there can be no assurance that the Company will prevail, or, if
required by such litigation, that it will be able to obtain the requisite
licenses or rights to use such technology on commercially reasonable terms. In
addition, any litigation, regardless of the outcome, could result in substantial
costs to the Company.
13. Regulatory Standards. The Company's products are subject to regulation
by the Federal Communications Commission (the "FCC"), and each of the Company's
products must typically be tested before it can be introduced into the market.
Any inability of the Company's products to conform to FCC regulations or any
failure of the Company's products to meet FCC testing requirements could delay
the introduction of the Company's products into the market, impact the Company's
relationships with its OEMs and otherwise adversely affect the Company. Foreign
authorities often establish telecommunications standards different from those in
the United States, making it difficult and more time-consuming to obtain the
required regulatory approvals. Any significant delay in obtaining such
regulatory approvals could have an adverse effect on the Company's operating
results. Furthermore, changes in such laws, regulations, policies or
requirements could affect the demand for the Company's products or result in the
need to modify products, which may involve substantial costs or delays in sales
and could have an adverse effect on the Company's future operating results.
14. Potential Redemption of Debentures or Preferred Stock. Pursuant to
regulations of the National Association of Securities Dealers, in the absence of
shareholder approval, the Company may not issue, in the aggregate, more than
2,016,261 shares of Common Stock upon conversion of the Debentures (or Preferred
Stock) and the exercise of the Warrants. The actual number of shares of Common
Stock to be issued upon conversion of the Debentures (or Preferred Stock) will
depend on the average closing price of the Common Stock prior to conversion. The
Company is obligated to redeem any shares of Preferred Stock which may not be
converted and any Warrants which may not be exercised as a result of such
regulatory limitation. The cash demands to fund such a redemption may adversely
affect the Company's ability to make future capital expenditures and fund the
development and launch of new products. Furthermore, there can be no assurance
that the Company will have cash available to fund such a redemption. See "Future
Capital Requirements".
15. Potential Dilution; Shares Eligible for Future Sales; Possible Effect
on Additional Equity Financing. A substantial number of shares of Common Stock
are or will be issuable by the Company upon the conversion of convertible
Debentures (or Preferred Stock) and the exercise of Warrants which the Company
has issued, which could result in dilution to a shareholder's percentage
ownership interest in the Company and could adversely affect the market price of
the Common Stock. Under the applicable conversion formulas of the Debentures
(and Preferred Stock), the number of shares of Common Stock issuable upon
conversion is inversely proportional to the market price of the Common Stock at
the time of conversion (i.e., the number of shares increases as the market price
of the Common Stock decreases): and except with respect to certain redemption
rights of the Company for the Debentures (or Preferred Stock), there is no cap
on the number of shares of Common Stock which may be issued. In addition, the
number of shares issuable upon the conversion of the Debentures (or Preferred
Stock) and the exercise of Warrants is subject to adjustment upon the occurrence
of certain dilutive events after October 9, 1997.
On April 15, 1997, there were issued and outstanding a total of 10,081,307
shares of Common Stock. If all convertible Debentures (or Preferred Stock) and
Warrants Issuable Conversion which the Company has issued were deemed converted
and exercised, as the case may be, as of April 15, 1997, there would be issuable
1,160,622 shares of Common Stock. Upon such conversion and exercise, there would
be outstanding 11,241,929 shares of Common Stock. Of these, the Company
currently has registered for resale 3,000,000 shares (including the Shares
offered hereby). The sale or availability for sale of a significant number of
shares of Common Stock in the public market could adversely affect the market
price of the Common Stock. In addition, certain holders of outstanding
securities of the Company have rights to approve and/or participate in certain
types of future equity financing by the Company. The availability to the Company
of additional equity financing, and the terms of any such financing, may be
adversely affected by the foregoing.
16. Price Volatility and Absence of Dividends. The market price of the
Company's Common Stock has been, and may continue to be, highly volatile. The
Company believes that factors such as quarterly fluctuations in results of
operations, adverse circumstances affecting the introduction or market
acceptance of new products offered by the Company, announcements of new products
by competitors, changes in earnings estimates by analysts, changes in accounting
principles, sales by existing shareholders (including sales from time to time by
the Selling Shareholders), loss of key personnel and other factors will continue
to cause the market price of the Company's Common Stock to fluctuate
substantially. In addition, stock prices for many technology companies,
including the Company, fluctuate widely for other reasons (such as market
perception of high technology industries) unrelated to operating results. These
fluctuations as well as general economic, political and market conditions, such
as recessions or military conflicts, may adversely affect the market price of
the Company's Common Stock. Changes in the price of the Company's Common Stock
could affect the Company's ability to successfully attract and retain qualified
personnel or complete other transactions in the future. The Company has never
paid any cash dividends on its capital stock, and has no plans to do so in the
future.
5
THE COMPANY
The Company participates in the communications networking industry, which
divides logically into two major areas:
1. Backbone systems and components: consisting of large switches and
multiplexers, connected to each other by Wide Area Network (WAN)
transmission lines. Public networks put backbone components in Central
Offices. Private networks place them at headquarters, major regional
centers, and the larger branch locations.
2. Access devices: this equipment is physically smaller, typically
located in remote customer offices and attached to the backbone
network through a single or multiple telephone lines. An access device
may be part of a local area network (LAN) within a building or campus
and/or facilitate connection among and between LAN and WAN
environments.
FastComm designs, manufactures, markets, and sells access devices that allow
computer users to connect to public and private networks based on analog and
digital transmission. Its products include a range of devices aimed at the fast
packet services as well as digital leased-lines, switched 56 networks and ID
route networks (including the Internet). The Company's access devices allow many
types of terminal equipment and computers to access these services. The Company
does not make backbone network components or systems, but is focused on the much
simpler access devices. The market potential (in units) is greater for access
products because there are so many small offices and businesses that are
increasingly able to justify a digital connection.
The Company's current business is primarily based on access devices for
frame relay services. Other access products offered include models designed for
cell relay or ATM services (a LAN bridge), analog phone lines (modems), and
leased or switched digital data services (CSU/DSUs for DDS). FastComm also
offers a family of moderate to very high speed data compressors to enhance
access to digital services.
The Company manufactures some of its products at its headquarters location
in Sterling, Virginia. It also resells products manufactured by others under its
label. The Company subcontracts the manufacturing of its printed circuit boards
to various outside, unrelated contractors and performs the final assembly and
testing at its headquarters.
The Company maintains its principal executive offices at 45472 Holiday
Drive, Sterling, Virginia 20166 and its telephone number is (703) 318- 7750.
USE OF PROCEEDS
The Company will not receive any proceeds form the sale of the Offered
Shares by the Selling Shareholders. The Company will use the proceeds of any
exercise of the Warrants for cash for general corporate purposes and working
capital.
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders, the
number of Common Shares beneficially owned by such Selling Shareholder as of
April 15, 1997 and the number of Offered Shares which may be offered for sale
pursuant to this Prospectus by each such Selling Shareholder. None of the
Selling Shareholders has held any position, offices, or other material
relationship with the Company or any of its affiliates within the past three
years other than as a result of his or its ownership of Common Shares. The
Offered Shares may be offered from time to time by the Selling Shareholders
named below. However, such Selling Shareholders are under no obligation to sell
all or any portion of such Offered Shares, nor are the Selling Shareholders
obligated to sell any such Offered Shares immediately under this Prospectus. All
information with respect to share ownership has been furnished by the Selling
Shareholders. Because Selling Shareholders may sell all or part of their Offered
Shares, no estimate can be given as to the number of Common Shares that will be
held by any Selling Shareholder upon termination of any offering made hereby.
Pursuant to Rule 416 of the Securities Act, Selling Shareholders many also
offer and sell Common Shares issued with respect to the Debentures (or Preferred
Stock) and the Warrants as a result of stock splits, stock dividends and
anti-dilution provisions (including by reason of changes in the conversion price
of the Debentures and Preferred Stock in accordance with the terms thereof)
6
Common Shares
Number of Common Owned After Offering(2)
Beneficially Shares Owned Percentage of
Name of Selling Shareholder Prior to Offering(1) Common Shares Offered Hereby Number Outstanding
- --------------------------- ---------------------- ---------------------------- ------ -----------
Capital Ventures International(2) 1,800,000(3) 1,800,000 - 0 - - 0 -
Nelson Partners(2)(4) 300,000(3) 300,000(3) - 0 - - 0 -
Olympus Securities, Ltd.(2)(4) 300,000(3) 300,000(3) - 0 - - 0 -
CC Investments, LDC.(2) 600,000(3) 600,000 - 0 - - 0 -
Richard L. Apel 190,551(5) 190,551 - 0 - - 0 -
(1) Assumes the sale of all Offered Shares.
(2) Pursuant to the Securities Purchase Agreement, dated April 9, 1997,
among the Company and Capital Ventures International, Nelson Partners, Olympus
Securities, Ltd., CC Investments, LDC. (collectively, the "Investors"), the
Investors purchased an aggregate of $5,000,000 principal amount of Debentures,
which are convertible upon approval of the Company Stockholders into 5,000
shares of Preferred Stock. The Debentures (or shares of Preferred Stock) are
convertible into Shares of Common Stock and Warrants (the "Warrants") to acquire
a number of shares of Common Stock equal to up to forty percent (40%) of the
number of shares of Common Stock issuable upon conversion of each Debenture and
share of Preferred Stock.
(3) Represents the pro rata allocation among the Investors of 3,000,000 Shares
which the Company is registering hereunder pursuant to the registration
rights agreement attached as Exhibit 4.3 hereto. The actual number of
Common Shares issuable upon conversion of the Convertible Debentures (or
Preferred Stock) will equal (in addition to the Common Shares issuable upon
exercise of the Warrants), (i) the aggregate principal amount of the
Debentures or stated value of the shares of Preferred Stock then being
converted (plus a premium in the amount of 5% per annum accruing from April
9, 1997, through the date of conversion (unless the Company chooses to pay
such premium in cash), plus any Conversion Default Amount (as defined in
the Debentures and the Certificate of Designations Preferences and Rights
of the Preferred Stock), divided by (ii) (x) if the conversion occurs on or
before October 6, 1997, a conversion price equal to a percentage of the
average closing price of the shares of Common Stock during a specified
trading period immediately prior to conversion (as determined in accordance
with the Debentures or Certificate of Designations Preference and Rights of
the Preferred Stock), or (y) in the case of conversions on or after October
6, 1997, a conversion price equal to the lower of a percentage of the
average closing price of the Common Shares during a specified trading
period immediately prior to conversion, and $7.54 (subject to adjustment in
accordance with the Debentures or Certificate of Designations Preferences
and Rights of the Preferred Stock). Upon conversion of the Debentures or
Preferred Stock into shares of Common Stock, each holder thereof will
receive warrants to acquire a number of shares of Common Stock equal to up
to forty percent (40%) of the number of shares of Common Stock issuable
upon conversion of each Debenture or share of Preferred Stock. The Warrants
entitle the Holder thereof to acquire shares of Common Stock an exercise
price of 125% of the market price, as defined in the Warrants on the date
of issuance of the Warrants. For a complete description of the terms of the
Debentures, see Exhibit 4.4 hereto.For a complete description of the
relative rights, preferences, privileges, powers and restrictions of the
Preferred Stock, see the Certificate of Designations, Preferences and
rights of Series A Convertible Preferred Stock of FastComm Communications
Corporation attached as Exhibit 4.6 hereto. For complete description of the
terms of the Warrants, see the Form of Warrant attached as Exhibit 4.5
hereto.
Except under certain limited circumstances, no holder of the Debentures or
Preferred Stock and Warrants is entitled to convert or exercise such
securities to the extent that the shares to be received by such holder upon
such conversion or exercise would cause such holder to beneficially own
more than 4.9% of the outstanding shares of Common Stock. Therefore, the
number of Shares set forth herein and which a Selling Shareholder may sell
pursuant to this Prospectus may exceed the number of Shares such Selling
Shareholders would otherwise beneficially own as determined pursuant to
Section 13(d) of the Exchange Act. Moreover, pursuant to the regulations of
the National Association of Securities Dealers, in the absence of
shareholder approval, the aggregate number of shares of Common Stock
issuable to the Selling Shareholders at a discount from market price upon
conversion of the Debentures or Preferred Stock and exercise of the
Warrants which have been and may be issued to the Selling Shareholders
pursuant to the Securities Purchase Agreements may not exceed 19.99% of the
outstanding Common Shares on April 9, 1997 (i.e., 2,016,261 shares). Unless
shareholder approval is obtained to issue shares of Common Stock to the
Investors in excess of the maximum amount set forth above, none of the
Selling Shareholders will be entitled to acquire more than its
proportionate share of such maximum amount. Any Debentures or Preferred
Stock which may not be converted and any Warrants which may not be
exercised because of such limitation must be redeemed by the Company.
(4) Citadel Limited Partnership is the managing general partner of Nelson
Partners ("Nelson") and the trading manager of Olympus Securities, Ltd.
("Olympus") and consequently has voting control and investment discretion
over securities held by both Nelson and Olympus. The ownership information
for Nelson does not include the shares owned by Olympus and the ownership
information for Olympus does not include the shares owned by Nelson.
(5) Includes 105,520 shares of Stock issued to Richard L. Apel at Closing and
an additional 26,380 Shares issuable in accordance with certain
post-closing adjustments; also includes an additional 58,651, issuable to
Mr. Apel in the future if Net Revenue of Comstat Communications Corporation
exceeds a certain threshold amount ("Adjustment Shares"). The number of
Adjustment Shares, if earned, is subject to further adjustment up or down,
if the average closing bid price for shares of the Company's Common Stock
is greater or less than $6.82 for the five (5) business days proceeding the
applicable Adjustment Date.
7
PLAN OF DISTRIBUTION
The Offered Shares are being offered on behalf of the Selling Shareholders,
and, except for the cash exercise price of the Warrants, the Company will not
receive any proceeds from the Offering. The Offered Shares may be sold or
distributed from time to time by the Selling Shareholders, or by pledgees,
donees or transferees of, or other successors in interest to, the Selling
Shareholders, directly to one or more purchasers (including pledgees) or through
brokers, dealers or underwriters who may act solely as agents or may acquire
Offered Shares as principals, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at negotiated prices, or at
fixed prices, which may be changed. The distribution of the Offered Shares may
be effected in one or more of the following methods: (i) ordinary brokers'
transactions, which may include long or short sales (ii) transactions involving
cross or block trades or otherwise on the NASDAQ National Market; (iii)
purchases by brokers, dealers or underwriters as principal and resale by such
purchasers for their own account pursuant to this Prospectus; (iv) "at the
market " to or through market makers or into an existing market for the Common
Shares; (v) in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected through agents;
(vi) through transactions in options, swaps or other derivatives (whether
exchange-listed or otherwise), or (vii) any combination of the foregoing, or by
any other legally available means. In addition, the Selling Shareholders or
their successors in interest may enter into hedging transaction with
broker-dealers who may engage in short sales of Offered Shares in the course of
hedging the positions they assume with the Selling Shareholders. The Selling
Shareholders or their successors in interest may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the Offered Shares, which Offered Shares may be resold
thereafter pursuant to this Prospectus.
Brokers, dealers, underwriters or agents participating in the distribution
of the Offered Shares as agents may receive compensation in the form of
commissions, discounts of concessions from the Selling Shareholders and/or
purchasers of the Offered Shares for whom such broker-dealers may act as agent,
or to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer may be less than or in excess of customary
commissions). The Selling Shareholders and any broker-dealers who act in
connection with the sale of Offered Shares hereunder may be deemed to be
"Underwriters" within the meaning of the Securities Act, and any commissions
they receive and proceeds of any sale of Offered Shares may be deemed to be
underwriting discounts and commissions under the Securities Act. Neither the
Company nor any Selling Shareholder can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between any Selling
Shareholder any other shareholder, broker, dealer, underwriter or agent relating
to the sale of distribution of the Offered Shares.
The Company will pay substantially all of the expenses incident to the
registration, offering and sale of the Offered Shares to the public other than
commissions or discounts of underwriters, broker-dealers or agents. The Company
has also agreed to indemnify certain of the Selling Shareholders and certain
related persons against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is being passed
upon by Amon & Sabatini, New York, New York, counsel to the Company.
EXPERTS
The financial statements and supplemental schedules of the Company have
been audited by BDO Seidman LLP, Independent Accountants, whose report is
incorporated herein by reference from the Company's Annual Report on Form 10-K.
These financial statements and supplemental schedule are incorporated herein by
reference in reliance upon the reports of such independent certified public
accountants given upon their authority as experts in accounting and auditing.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the SEC registration fee are
estimates, payable by the Company in connection with the sale and distribution
of the Shares registered hereby.
SEC registration fee........................................ $ 5,801.00
Blue Sky fees and expenses (including legal fees)........... $ 1,000.00*
Legal fees and expenses..................................... $ 5,000.00*
Accounting fees and expenses................................ $ 1,500.00*
Printing expenses........................................... $ 1,000.00*
Miscellaneous............................................... $ 699.00*
==========
Total....................................................... $15,000.00*
- ----------
* Estimated
Item 15. Indemnification of Directors and Officers.
Article Six of the By-Laws, as amended, of the Company empowers the Company
to indemnify current or former directors, officers, employees or agents of the
Company or persons serving by request of the Company in such capacities in any
other enterprise or persons who have served by the request of the Company in
such capacities in any other enterprise to the full extent permitted by the laws
of the Commonwealth of Virginia.
Article Tenth of the Virginia Stock Corporation Act contains provisions
authorizing indemnification by the Company of directors, officers, employees or
agents against certain liabilities and expenses which they may incur as
directors, officers, employees or agents of the Company or of certain other
entities. Section 13.1 - 699 also provides that such indemnification may include
payment by the Company of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be ultimately found not to be entitled to
indemnification under the Section. Indemnification may be provided even though
the person to be indemnified is no longer a director, officer, employee or agent
of the Company or such other entities. Section 13.1 - 703 also contains
provisions authorizing the Company to obtain insurance on behalf of any such
director, officer employee or agent against liabilities, whether or not the
Company would have the power to indemnify such person against such liabilities
under the provisions of the Section. The Company currently maintains a policy of
insurance under which the directors and officers of the Company are insured,
within the limits and subject to the exclusions and limitations of the policy,
against certain expenses in connection with the defense of actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
The indemnification and advancement of expenses provided pursuant to
Section 13.1 - 699 are not exclusive, and subject to certain conditions, the
Company may make other or further indemnification or advancement of expenses of
any of its directors, officers, employees or agents. Because the Articles of
Incorporation, as amended, of the Company do not otherwise provide,
notwithstanding the failure of the Company to provide indemnification and
despite a contrary determination by the Board of Directors or its shareholders
in a specific case, a director, officer, employee or agent of the Company who is
or was a party to a proceeding may apply to a court of competent jurisdiction
for indemnification or advancement of expenses or both, and the court may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses if it
determines that the petitioner is entitled to mandatory indemnification pursuant
to Section 13.1 - 698 because he has been successful on the merits, or because
the Company has the power to indemnify on a discretionary basis pursuant to
Section 13.1 - 699 or because the court determines that the petitioner is fairly
and reasonably entitled indemnification or advancement of expenses or both in
view of all the relevant circumstances.
Section 13.1692.1 of the Act provides that the damages assessed against any
officer or director arising out of a single transaction, occurrence or course of
conduct shall not exceed the lesser of (1) the monetary amount specified in the
Articles of Incorporation; or (2) the greater of (i) $100,000 or the amount of
cash compensation received by the officer or director from the corporation for
the twelve (12) months immediately proceeding the act or omission for which
liability was imposed. The liability of an officer or director engaged in
willful misconduct or a knowing violation of criminal law or of any federal or
state securities law including without limit of any claim of unlawful insider
trading or manipulation of the market for any security is not covered by such
provision.
The Agreement between the Company and the Selling Stockholders provides
that the Selling Stockholders and, under certain circumstances, persons
participating as underwriters in the offering or sale of the Common Stock being
registered will indemnify and hold harmless the Company and each director,
officer
9
and controlling person of the Company with respect to any statement or omission
in the Registration Statement or the Prospectus based upon written information
furnished to the Company by or on behalf of the Selling Stockholders or such
underwriters, as the case may be, for inclusion therein.
Item 16. Exhibits
(a) Exhibits:
3.1 Restated Articles of Incorporation of the Company (1)
3.2 By-Laws of the Company, as amended (1)
4.1 Form of Securities Purchase Agreement between the Company and Capital
Ventures, International, Nelson Partners, Olympus Securities, Ltd., and
CC Investments, LDC. (2)
4.2 Registration Rights Agreement between the Company and Richard Apel (2)
4.3 Registration Rights Agreement between the Company and Capital Ventures,
International, Nelson Partners Olympus Securities, Ltd., and CC
Investments, LDC.
4.4 Form of Convertible Debenture (2)
4.5 Form of Warrant (2)
4.6 Proposed Form of Certificate of Designations, Preference and Rights (2)
5.1 Opinion of Amon & Sabatini (2)
23.1 Consent of BDO Seidman LLP, Independent Accountants (2)
23.2 Consent of Amon & Sabatini (included in Exhibit 5.1) (2)
24.1 Power of Attorney (included in Signature Page)
- ----------
(1) Previously filed as an Exhibit to the Company's Registration Statement
on Form S-18, File no. 33-19785.
(2) Filed herewith.
Item 17. Undertakings.
A. The undersigned 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 of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or 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;
provided, however, that paragraphs A.(1)(i) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, 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 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.
10
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions of otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of express incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 pubic
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Town of Sterling, Commonwealth of Virginia on April 30, 1997.
FASTCOMM COMMUNICATIONS CORPORATION
By: /s/ PETER C. MADSEN
---------------------------------------------
Peter C. Madsen, President, CEO and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature to this Registration Statement
appears below has appointed each of Peter C. Madsen and Mark H. Rafferty as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below and to file all amendments and post-effective amendments, supplements to
this Registration Statement, and any and all instruments or documents filed as
part of or in connection with this Registration Statement or any amendment or
supplement thereto, and any such attorney-in-fact may make such changes and
additions to this Registration Statement as such attorney-in-fact may deem
necessary or appropriate.
NAME TITLE DATE
---- ----- ----
/s/ Peter C. Madsen Chairman of the Board; Chief April 30, 1997
- ------------------------ Executive Officer and Director
Peter C. Madsen
/s/ Mark H. Rafferty Vice President; Principal Financial April 30, 1997
- ------------------------ and Accounting Officer
Mark H. Rafferty
/s/ Edward R. Olson Director April 30, 1997
- ------------------------
Edward R. Olson
/s/ Thomas G. Amon Director April 30, 1997
- ------------------------
Thomas G. Amon
11