content: <PAGE>   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
  
  <TABLE>
  <CAPTION>
  ==============================================================================================================================
                                                                          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
  ------------------------------------------------------------------------------------------------------------------------------
  <S>                                                <C>                 <C>                 <C>                    <C>
  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
  ==============================================================================================================================
  </TABLE>
  
  (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.
  
  ===============================================================================
  
  
  <PAGE>   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
  
  <PAGE>   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
  
  <PAGE>   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
  
  <PAGE>   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
  
  <PAGE>   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.
  
  
  <TABLE>
  <CAPTION>
            Signature                               Title                    Date
            ---------                               -----                    ----
  <S>                                      <C>                           <C>
                                                                                        
       /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             
  </TABLE>
  
  
  
                                        II-4
  
  <PAGE>   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).
  
  
  <PAGE>   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.
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text: 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.