<PAGE>
Filed by Sync Research, Inc. pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934.
Subject Company: Sync Research, Inc.
Commission File No.: 000-26952
Sync Research, Inc. distributed the following press release on August 2, 2000
SYNC RESEARCH, INC.
12 Morgan
Irvine, CA 92618
(949) 588-2070
TRADED: NASDAQ: SYNX
AT THE COMPANY:
Gloria Corken
Shareholder Relations
(949) 588-2070
<PAGE>
SYNC RESEARCH, INC.
SECOND QUARTER 2000 RESULTS
PAGE 2
FOR RELEASE AUGUST 2, 2000
SYNC RESEARCH REPORTS SECOND QUARTER RESULTS
IRVINE, CA, AUGUST 2, 2000 - Sync Research, Inc. (Nasdaq: SYNX) today reported
financial results for its second quarter ended June 30, 2000. Revenues for the
three months ended June 30, 2000 were $2.4 million compared to revenues of $4.4
million during the prior year's second quarter. Net loss for the second quarter
ended June 30, 2000 was $4.4 million, or $1.24 per share compared to a net loss
of $1.3 million, or $0.37 per share for the three months ended June 30, 1999.
The results for the second quarter of 2000 included inventory write-offs and
additional valuation reserves aggregating $2.5 million recorded in connection
with the Company's cost reduction programs and based upon the Company's current
sales levels.
For the six months ended June 30, 2000, revenues were $5.6 million,
as compared to $9.5 million for the prior year six month period. The Company
reported a net loss of $5.5 million for the first six months of 2000, or $1.56
per share, compared with a net loss of $3.0 million, or $0.87 per share, in the
prior year six month period.
"The cost reduction measures that we announced on July 12 have now been
implemented and we expect to begin to see the benefits in the third quarter. The
associated charge aggregating approximately $0.5 million will be included in our
third quarter results," stated William Guerry, Sync's Chief Executive Officer.
The Company plans to merge with the network access subsidiary of Osicom
Technologies (Nasdaq: FIBR news) with the combined company to be named Entrada
Networks. "During the past several months, our enthusiasm for the merger has
grown as we have continued to prepare for the integration of our businesses and
seen progress towards Entrada's thrust into storage networking. We urge our
stockholders' to vote in favor for this merger at our upcoming annual
shareholders' meeting," concluded Guerry.
The proposed merger with the network access subsidiary of Osicom
Technologies is subject to the approval of Sync stockholders.
ABOUT SYNC RESEARCH
Sync Research (Nasdaq: SYNX - NEWS) develops, manufactures and markets
multi-service frame relay access and routing solutions, frame relay circuit
management solutions and digital transmission devices designed to economically
and reliably support business critical applications across frame relay and other
wide area network protocols. 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 encourages its investors and security holders to read its
Registration Statement on Form S-4 and the Prospectus/Proxy Statement relating
to the merger transaction described above because they contain important
information. Sync has filed these and other documents relating to the proposed
merger with the U.S. Securities and Exchange Commission and expects to mail a
Prospectus/Proxy Statement about the transaction to its stockholders. Sync
Research and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of Sync Research with respect to the
transactions contemplated by the Prospectus/Proxy Statement. Information
regarding such officers and directors is included in Sync Research's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 and the
Prospectus/Proxy Statement. These documents are available free of charge at the
Securities and Exchange Commission's website (HTTP://WWW.SEC.GOV) and from the
Sync Research contact listed above.
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, uncertain market acceptance of products, product
concentration, dependence on channel partners and other resellers, rapid
technological change, 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.
For additional information on Sync Research via facsimile at no cost,
simply call (949) 460-4469
- FINANCIAL TABLES FOLLOW -
<PAGE>
SYNC RESEARCH, INC.
SECOND QUARTER 2000 RESULTS
PAGE 3
SYNC RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
-------------------- ------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
NET REVENUES $ 2,418 $ 4,405 $ 5,568 $ 9,511
COST OF SALES 4,197 2,485 6,113 5,336
------- ------- ------- -------
GROSS PROFIT (LOSS) (1,779) 1,920 (545) 4,175
OPERATING EXPENSES:
RESEARCH AND DEVELOPMENT 1,066 1,311 2,128 3,026
SALES AND MARKETING 769 1,356 1,628 3,152
GENERAL AND ADMINISTRATIVE 851 647 1,402 1,261
------- ------- ------- -------
TOTAL OPERATING EXPENSES 2,686 3,314 5,158 7,439
------- ------- ------- -------
OPERATING LOSS (4,465) (1,394) (5,703) (3,264)
INTEREST INCOME, NET 98 105 212 240
------- ------- ------- -------
LOSS BEFORE INCOME TAXES (4,367) (1,289) (5,491) (3,024)
PROVISION FOR INCOME TAXES -- 2 1 2
------- ------- ------- -------
NET LOSS $(4,367) $(1,291) $(5,492) $(3,026)
======= ======= ======= =======
BASIC AND DILUTED NET LOSS PER SHARE $ (1.24) $ (0.37) $ (1.56) $ (0.87)
======= ======= ======= =======
SHARES USED IN COMPUTING NET LOSS PER SHARE 3,536 3,480 3,527 3,492
======= ======= ======= =======
</TABLE>
-more-
<PAGE>
SYNC RESEARCH, INC.
SECOND QUARTER 2000 RESULTS
PAGE 4
SYNC RESEARCH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------- -------
ASSETS
<S> <C> <C>
CURRENT ASSETS
CASH AND CASH EQUIVALENTS $ 8,236 $ 8,632
ACCOUNTS RECEIVABLE 732 3,173
INVENTORIES 2,622 5,140
OTHER CURRENT ASSETS 751 565
------- -------
TOTAL CURRENT ASSETS 12,341 17,510
FURNITURE, FIXTURES AND EQUIPMENT, NET 1,322 1,632
OTHER ASSETS 55 55
------- -------
TOTAL ASSETS $13,718 $19,197
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 2,011 $ 2,802
DEFERRED REVENUE AND CUSTOMER DEPOSITS 1,755 3,048
CURRENT MATURITIES OF CAPITAL LEASE OBLIGATIONS 23 49
------- -------
TOTAL CURRENT LIABILITIES 3,789 5,899
CAPITAL LEASE OBLIGATIONS, LESS CURRENT MATURITIES 5 7
STOCKHOLDERS' EQUITY 9,924 13,291
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $13,718 $19,197
======= =======
</TABLE>
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