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TYPE: 425
SEQUENCE: 1
DESCRIPTION: FILING OF COMMUNICATION
Filed by Sync Research, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Sync Research, Inc.
Commission File No. 33-96910
The following communications contain foward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. In particular, statements regarding the Sync
Research/Osicom Technologies merger are based on management's current
expectations or beliefs and are subject to a number of factors and
uncertainities that could cause actual results to differ materially from
those described in the forward-looking statements. The following factors,
among others, could cause actual results to differ materially from those
described in the forward-looking statements: failure of the Sync Research
stockholders to approve the merger; the risk that the Sync Research and
OSICOM businesses will not be integrated successfully and costs related to
the merger.
Careful consideration also should be given to cautionary statements made in
Sync's reports filed with the SEC, especially the section entitled "Risk
Factors" in the MD&A section of Sync's 10-K for the fiscal year ended
December 31, 1999 and the Risk Factors section of Sync's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000.
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* * * * * * * * * *
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY SYNC RESEARCH, INC. ON
MAY 15, 2000
At the Company: Sync Research, Inc.
Gloria Corken 12 Morgan
Shareholder Relations Irvine CA 92618
(949) 588-2070 Traded: NASDAQ: SYNX
Monday, May 15, 9:15 a.m. Eastern Time
SYNC RESEARCH ANNOUNCES COMPLETION OF A $2.2 MILLION PREFERRED
STOCK PRIVATE PLACEMENT.
IRVINE, CA, MAY 15, 2000 - Sync Research, Inc. (Nasdaq: SYNX) today
reported that Andersen, Weinroth Capital Corporation, a New York investment
firm, has arranged the private placement of 700,000 shares of newly created
Preferred Stock of the Company for $3.19 per share through Entrada Holdings
LLC.
William Guerry, president and chief executive officer of Sync Research,
Inc., said, "We are excited about the confidence this investment
demonstrates in our new direction as Entrada Networks."
ABOUT SYNC RESEARCH
Sync Research (Nasdaq: SYNX) develops, manufactures and markets multi-
service frame relay access and routing solutions, frame relay circuit
management solution and digital transmission devices designed to
economically and reliably support business critical applications across
frame relay and other wide area network protocols. On April 11, 2000, Sync
announced its plan to merge with Osicom's network access subsidiary,
creating Entrada Networks. Sync products are available on a direct basis or
from select distributors and resellers worldwide. Company and product
information is available at www.sync.com and www.tylink.com.
Sync investors and security holders should read Sync's Registration
Statement on Form S-4 and the Prospectus/Proxy Statement of Sync Research,
Inc., relating to the merger
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transaction described above, when those documents become available, because
they will contain important information. When these and other documents
relating to the transaction have been filed with the U.S. Securities and
Exchange Commission, they may be obtained free of charge at the SEC's web
site at http://www.sec.gov. You may also obtain each of these documents
(when they become available) free of charge from Sync Research by directing
your request to the Sync Research investor relations contact person
identified in this release.
Except for historical information contained herein, the matters set
forth in this news release are forward-looking statements that are subject
to certain risks and uncertainties that could cause actual results to
differ materially from those set forth in the forward-looking statements,
including such factors among others, as significant fluctuations in
operating results, uncertain profitability, dependence on the IBM customer
base, uncertain market acceptance of products, product concentration,
dependence on channel partners and other resellers, rapid technological
change and new products, intense competition and the risk factors set forth
in the Company's recent filings with the Securities and Exchange Commission
including its Reports on Forms 10-K and 10-Q.
* * * * * * * * * *
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY SYNC RESEARCH, INC. ON
APRIL 11, 2000
FOR RELEASE APRIL 11, 2000 AT 7:30 AM EDT
CONTACT: DAMON WRIGHT (INVESTORS) GLORIA CORKEN
[email protected] Investor Relations
Sherrie Good (media) Sync Research, Inc.
Allen & Caron Inc (949) 460-4469
(949) 474-4300
SYNC RESEARCH, OSICOM TECHNOLOGIES' NETWORK ACCESS SUBSIDIARY
TO MERGE; COMBINED ENTITY TO BE NAMED ENTRADA NETWORKS
IRVINE, CA, AND SANTA MONICA, CA (APRIL 11, 2000) . . . . Sync Research, Inc.
(Nasdaq NM:SYNX), a provider of Wide Area Networking solutions, and Osicom
Technologies, Inc. (Nasdaq NM:FIBR), a pioneer of optical networking
technologies for the Metropolitan market, jointly announced today that the two
companies have signed a definitive agreement to merge Sync and Osicom's
wholly-owned Network Access subsidiary. The combined publicly-held company is
expected to be named Entrada Networks.
In exchange for one hundred percent of the stock of Osicom's Network Access
subsidiary, Sync will issue to Osicom shares of Sync common stock such that at
the closing of the transaction, Osicom and Sync shareholders will each hold
fifty percent of Sync's outstanding common stock. The merger is subject to the
approval of Sync's shareholders as well as other customary closing conditions.
Osicom's Network Access subsidiary, based in Annapolis Junction, Maryland,
develops, manufactures, markets and sells high speed Local Area Network and Wide
Area Network access products. Network Access revenues for the fiscal quarter
ending April 30, 2000, are expected to exceed $4 million.
Sync Research develops, manufactures, markets and sells frame relay circuit
management solutions, multi-service frame relay access and routing solutions,
and a series of digital transmission products. Sync's revenues are expected to
be in the range of $3.0 million to $3.2 million for the first quarter ended
March 31, 2000.
Sync President and Chief Executive Officer William Guerry commented, "These two
businesses bring to the table complementary product lines, technical
capabilities and sales
MORE-MORE-MORE
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SYNC, OSICOM'S NETWORK ACCESS SUBSIDIARY TO MERGE
Page 2-2-2
channels, as well as other assets. We are excited about the potential of Entrada
Networks and the opportunity this merger will create for us to develop new
products aimed at high growth markets. Among these are near-term plans to
develop products for Storage Area Networking."
Osicom's Chairman and Chief Executive Officer Par Chadha said, "The launch of
Entrada Networks is consistent with our plan to build a company specifically
focused on the network access space. We expect that the combination of these
businesses will create a stronger company with respect to current product lines,
as well as build a foundation for future growth."
The companies encourage investors and security holders to read Sync's
Registration Statement on Form S-4 and the Prospectus/Proxy Statement of Sync
Research, Inc., relating to the merger transaction described above, when those
documents become available, because they will contain important information.
When these and other documents relating to the transaction have been filed with
the U.S. Securities and Exchange Commission, they may be obtained free of charge
at the SEC's web site at http://www.sec.gov. You may also obtain each of these
documents (when they become available) free of charge from Sync Research by
directing your request to the Sync Research investor relations contact person
identified in this release.
THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. THE WORDS "EXPECTS," "BELIEVES" AND VARIATIONS OF THESE AND
OTHER WORDS, ARE MEANT TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS OR
BELIEFS AND ARE SUBJECT TO A NUMBER OF FACTORS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING
STATEMENTS: 1) THE FAILURE OF ENTRADA NETWORKS' MANAGEMENT TO SUCCESSFULLY
INTEGRATE THE OPERATIONS OF SYNC RESEARCH AND OSICOM'S NETWORK ACCESS
SUBSIDIARY; 2) THE NECESSITY OF ENTRADA TO BEAR SIGNIFICANT OR UNFORESEEN COSTS
RELATED TO THE MERGER; 3) THE FAILURE OF SYNC'S STOCKHOLDERS TO APPROVE THE
MERGER; 4) THE INABILITY OF SYNC RESEARCH OR OSICOM TECHNOLOGIES TO OBTAIN, OR
MEET CONDITIONS IMPOSED UPON THEM FOR GOVERNMENTAL APPROVAL OF THE MERGER; 5)
ENTRADA'S INABILITY TO FURTHER IDENTIFY, DEVELOP AND ACHIEVE COMMERCIAL SUCCESS
FOR NEW PRODUCTS, SERVICES AND TECHNOLOGIES; 6) INCREASED COMPETITION FROM
ENTRADA'S MANY ENTRENCHED, LARGER AND POTENTIALLY MORE POWERFUL COMPETITORS IN
THE STORAGE AREA NETWORKING MARKET GENERALLY; 7) OTHER UNCERTAINTIES RELATING TO
THE EFFECTIVENESS OF MERGER-RELATED CONSOLIDATION ACTIVITIES; 8) THE EFFECT OF
THE MERGER UPON THE CUSTOMERS OF SYNC AND OSICOM'S NETWORK ACCESS SUBSIDIARY AND
THOSE CUSTOMERS' DECISIONS TO PURCHASE PRODUCTS AND SERVICES PRIOR TO THE MERGER
FROM EITHER COMPANY, OR AFTER THE MERGER FROM ENTRADA NETWORKS; AND 9) AND THE
OTHER RISK FACTORS SET FORTH IN REPORTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BY SYNC RESEARCH OR OSICOM TECHNOLOGIES, INCLUDING EACH COMPANY'S
REPORTS ON FORMS 10-K AND 10-Q.
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