<PAGE>
As filed with the Securities and Exchange Commission on February 18, 1997
Registration No. 333-15759
-----
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
----------------
YURIE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1778987
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10000 Derekwood Lane
Lanham, MD 20706
(Address of principal executive offices, including zip code)
YURIE SYSTEMS, INC. 1996 NON STATUTORY STOCK OPTION PLAN
YURIE SYSTEMS, INC. EMPLOYEE STOCK PURCHASE PLAN
YURIE SYSTEMS, INC. 401(k) SAVINGS PLAN
(Full title of the plans)
Dr. Jeong H. Kim
YURIE SYSTEMS, INC.
10000 Derekwood Lane
Lanham, MD 20706
(301) 352-4600
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Maximum Proposed Maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 5,400,000(1) * (2) * (2) $12,060.00(2)
($.01 par value) shares
===================================================================================================
</TABLE>
(1) Plus such additional shares as may be made available in order to adjust to
a change in capitalization. In addition, pursuant to Rule 416(c) of the
Securities Act of 1933, as amended, (the "Securities Act"), this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Yurie Systems, Inc. 401(k) Savings Plan
(the "401(k) Plan") and the Yurie Systems, Inc. Employee Stock Purchase
Plan the ("ESPP").
(2) As of the date hereof, options to purchase 2,103,642, 722,600 and 560,480
shares of Common Stock of the Registrant have been granted pursuant to the
Yurie Systems, Inc. 1996 Non Statutory Stock Option Plan at exercise prices
of $0.52 , $2.70 and $9.00 per share, respectively. The registration fee
for the foregoing shares is based upon such exercise prices. The Registrant
has also reserved 200,000 shares of the Common Stock for issuance under the
401(k) Plan and 200,000 shares of its Common Stock for issuance under the
ESPP. No shares of Common Stock have been issued under the 401(k) Plan or
the ESPP. Pursuant to Rule 457(c), the registration fee for the 1,613,278
remaining shares not currently subject to outstanding options or the
400,000 shares not issued under the 401(k) Plan or ESPP is based upon a
price of $15.75 per share, the average of the high and low sales price
reported on the Nasdaq National Market System for the Common Stock on
February 14, 1997.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to the registration by Yurie Systems,
Inc. (the "Company") of (a) 5,000,000 shares of common stock par value $0.01 per
share ("Common Stock") which are issuable upon the exercise of options which
have been granted under the Yurie Systems, Inc. 1996 Non Statutory Stock Option
Plan, as amended, (the "Stock Option Plan") and which have been or may be
granted under the Stock Option Plan as follows: (i) 3,386,722 shares of Common
Stock subject to options previously granted under the Stock Option Plan, and
(ii) 1,613,278 shares of Common Stock (plus, subject to the requirements of Rule
16b-3 of the Securities Exchange Act of 1934, as amended, if applicable, a
number of shares of Common Stock subject to outstanding options which expire or
terminate without exercise for any reason) issuable upon exercise of options
that may be granted in the future under the Stock Option Plan; (b) 200,000
shares of Common Stock reserved for issuance under the Yurie Systems, Inc.
401(k) Savings Plan ("401(k) Plan"); and (c) 200,000 shares of Common Stock
reserved for issuance under the Yurie Systems, Inc. Employee Stock Purchase Plan
("ESPP"). No shares of Common Stock have been issued under the 401(k) Plan or
the ESPP.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(a) The Company's prospectus filed with the Commission on February 6, 1997
pursuant to Rule 424(b) under the Securities Act.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1996.
(c) The description of the common stock of the Company, $.01 par value per
share (the "Common Stock"), which is registered under Section 12 of the Exchange
Act, contained in the Registration Statement on Form 8-A filed with the
Commission on January 31, 1997, which incorporates by reference the description
of the Common Stock contained in the Registration Statement on Form S-1 (No.
333-15759) (originally filed on November 7, 1996), as amended, including any
amendment or report filed for the purpose of updating such description. Such
description of the Common Stock contained in the Form S-1 is also incorporated
by reference.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers
The Company, as a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made or threatened to be made a party by reason of his being or having been a
director, officer, employee or agent of the Company. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.
Article NINTH of the Company's Certificate of Incorporation (the
"Certificate") provides that the Company shall, to the fullest extent permitted
by the DGCL, as amended from time to time, indemnify each person who was or is
made a party or is threatened to be made a party to or is involved in any actual
or threatened action, suit or proceeding whether civil, criminal, administrative
or investigative, by reason of the fact the he is or was a director or officer
of the Company, or is or was serving at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provided for in Article NINTH is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled under any law, bylaw, agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
capacity and to action in another capacity while holding office or while
employed by or acting as agent for the Company, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such persons.
Article NINTH, Section E of the Company's Certificate also provides that
the Company shall have the power to purchase and maintain insurance on behalf of
any person who is or was or has agreed to become a director or officer of the
Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity or arising out of such person's status as such.
The Company has obtained primary and excess insurance policies insuring the
directors and officers of the Company against certain liabilities that they may
incur in their capacity as directors and officers. Under such policies, the
insurers, on behalf of the Company, may also pay amounts for which the Company
has granted indemnification to the directors or officers.
II-2
<PAGE>
Pursuant to Section 102(b)(7) of the DGCL, Article EIGHT of the Company's
Certificate eliminates the liability of a director to the Company or its
stockholders for monetary damages for such breach of fiduciary duty as a
director, except for liabilities arising (i) from any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) from acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) from any transaction from
which the director derived an improper personal benefit. The Certificate also
provides that if the DGCL is amended to permit further elimination or limitation
of personal liability of directors, then the liability of a director of the
Company shall be eliminated or limited to the fullest extent permitted by the
DGCL as so amended.
Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement on Form S-1, as amended, No. 333-
15759, which provides for indemnification by the Underwriters of the Company,
its directors and officers who sign the Registration Statement on Form S-1 and
persons who control the Company, under certain circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description of Exhibit
4.1 Specimen form of the Company's Common Stock
Certificate (Filed as Exhibit 4.1 to Amendment No.
5 to the Company's Registration Statement (File
No. 333-15759) on Form S-1 and incorporated herein
by reference).
4.2 Certificate of Incorporation of the Company (Filed
as Exhibit 3.1 to the Company's Registration
Statement (File No. 333-15759) on Form S-1 and
incorporated herein by reference).
4.3 Bylaws of the Company (Filed as Exhibit 3.2 to
Amendment No. 2 to the Company's Registration
Statement (File No. 333-15759) on Form S-1 and
incorporated herein by reference).
4.4 Yurie Systems, Inc. 1996 Non Statutory Stock Option
Plan (Filed as Exhibit 10.1 to the Company's
Registration Statement (File No. 333-15759) on
Form S-1 and incorporated herein by reference).
II-3
<PAGE>
Exhibit No. Description of Exhibit
4.5 Yurie Systems, Inc. Employee Stock Purchase Plan
(Filed as Exhibit 10.12 to the Company's
Registration Statement (File No. 333-15759) on
Form S-1 and incorporated herein by reference).
4.6 Yurie Systems, Inc. 401(k) Savings Plan (Filed as
Exhibit 10.13 to the Company's Registration
Statement (File No. 333-15759) on Form S-1 and
incorporated herein by reference).
5.1 Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to the validity of the shares of
Common Stock covered by the Registration Statement.
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1).
24.1.a Power of Attorney by Kenneth D. Brody
24.1.b Power of Attorney by William J. Perry
24.1.c Power of Attorney by Herbert Rabin
24.1.d Power of Attorney by R. James Woolsey
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 this registration statement (or
the most recent post-effective amendment hereto) which,
individually or in
II-4
<PAGE>
the aggregate, represent a fundamental change in the
information set forth in this 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) and (a)(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 by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
(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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 and 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
II-5
<PAGE>
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.
(d) The Company intends to file in a timely manner a request with the
Internal Revenue Service ("IRS") for a determination that the 401(k) Plan and
any amendments thereto meet the requirements of Section 401 of the Internal
Revenue Code, as amended. The Company will make all changes required by the IRS
to qualify the 401(k) Plan and any amendments thereto.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 the City of Lanham, State of Maryland, on February 18, 1997.
YURIE SYSTEMS, INC.
By: /s/ Jeong H. Kim
----------------------
Jeong H. Kim
Chairman of the Board and
Chief Executive Officer
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:
Signature Title Date
- --------- ----- ----
/s/Jeong H. Kim Chairman of the Board February 18, 1997
- ------------------------- and Chief Executive Officer
Jeong H. Kim (Principal Executive
Officer)
/s/Kwok L. Li President and Chief February 18, 1997
- ------------------------- Operating Officer,
Kwok L. Li Director
/s/Barton Y. Shigemura Senior Vice President, February 18, 1997
- ------------------------- Sales and Marketing,
Barton Y. Shigemura Director
II-7
<PAGE>
Signature Title Date
- --------- ----- ----
/s/Charles S. Marantz Vice President, Finance, February 18, 1997
- ---------------------- and Administration,
Charles S. Marantz Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)
* Director February 18, 1997
- ----------------------
Kenneth D. Brody
* Director February 18, 1997
- ----------------------
William J. Perry
* Director February 18, 1997
- ----------------------
Herbert Rabin
* Director February 18, 1997
- ----------------------
R. James Woolsey
* By: /s/Jeong H. Kim
---------------
Attorney-in-Fact
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 401(k)
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Lanham, State of
Maryland, on February 18, 1997.
YURIE SYSTEMS, INC. 401(k) SAVINGS
PLAN
By: /s/ Jeong H. Kim
-----------------------
Jeong H. Kim
Chairman of the Board and
Chief Executive Officer
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Employee Stock Purchase Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Lanham, State of Maryland, on February 18, 1997.
YURIE SYSTEMS, INC. EMPLOYEE STOCK
PURCHASE PLAN
By: /s/ Jeong H. Kim
-----------------------
Jeong H. Kim
Chairman of the Board and
Chief Executive Officer
II-10
<PAGE>
EXHIBIT INDEX
Page No. in
Sequentially
Exhibit No. Description of Exhibit Numbered Copy
- ----------- ---------------------- -------------
4.1 Specimen form of the Company's Common
Stock Certificate (Filed as Exhibit 4.1
to Amendment No. 5 to the Company's
Registration Statement (File No.
333-15759) on Form S-1 and incorporated
herein by reference).
4.2 Certificate of Incorporation of the
Company (Filed as Exhibit 3.1 to the
Company's Registration Statement (File
No. 333-15759) on Form S-1 and
incorporated herein by reference).
4.3 Bylaws of the Company (Filed as Exhibit
3.2 to Amendment No. 2 to the Company's
Registration Statement (File No.
333-15759) on Form S-1 and incorporated
herein by reference).
4.4 Yurie Systems, Inc. 1996 Non Statutory
Stock Option Plan (Filed as Exhibit
10.1 to the Company's Registration
Statement (File No. 333-15759) on Form
S-1 and incorporated herein by
reference).
4.5 Yurie Systems, Inc. Employee Stock
Purchase Plan (Filed as Exhibit 10.12
to the Company's Registration Statement
(File No. 333-15759) on Form S-1 and
incorporated herein by reference).
4.6 Yurie Systems, Inc. 401(k) Savings Plan
(Filed as Exhibit 10.13 to the
Company's Registration Statement (File
No. 333-15759) on Form S-1 and
incorporated herein by reference).
5.1 Opinion of Fried, Frank, Harris,
Shriver & Jacobson as to the validity
of the shares of Common Stock covered
by the Registration Statement.
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Fried, Frank, Harris,
Shriver & Jacobson (included in
Exhibit 5.1).
24.1.a Power of Attorney by Kenneth D. Brody
24.1.b Power of Attorney by William J. Perry
24.1.c Power of Attorney by Herbert Rabin
24.1.d Power of Attorney by R. James Woolsey
<PAGE>
EXHIBIT 5.1
February 18, 1997
(202)639-7315
Board of Directors
Yurie Systems, Inc.
10000 Derekwood Lane
Lanham, Maryland 20706
Gentlemen:
We are acting as special counsel to Yurie Systems, Inc., a Delaware
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8, of (i) 5,000,000 shares of the Company's
common stock, par value $.01 per share ("Common Stock"), issuable to employees,
officers, consultants, advisors and non-employee directors of the Company upon
exercise of options which have been or may be granted to them under the
Company's 1996 Non Statutory Stock Option Plan, as amended (the "Option Plan");
(ii) 200,000 shares of Common Stock issuable to employees pursuant to the
Company's Employee Stock Purchase Plan (the "ESPP") and (iii) 200,000
shares of Common Stock issuable to employees pursuant to the Company's 401(k)
Savings Plan. The Option Plan, the ESSP and the 401(k) Plan are referred to
collectively as the "Plans" and the shares of Common Stock issuable pursuant to
the Plans are referred to as the "Shares".
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, (iii) examined such certificates of public officials, officers or
other representatives of the Company, and other persons, and such other
documents, and (iv) reviewed such information from officers and representatives
of the Company and others as we have deemed necessary or appropriate for the
purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all
natural persons executing documents (other than the capacity of officers of the
Company executing documents in such capacity), the genuineness of all signatures
on original or certified copies, and the conformity to original or certified
documents of all copies
<PAGE>
Board of Directors
February 18, 1997
Page 2
submitted to us as conformed or reproduction copies. As to various questions
of fact relevant to the opinion expressed herein, we have relied upon, and
assumed the accuracy of, certificates and oral or written statements and other
information of or from public officials, officers or other representatives of
the Company, and other persons.
Based upon the foregoing, and subject to the limitations set forth herein,
we are of the opinion that the Shares, when issued and paid for (with the
consideration received by the Company being not less than the par value thereof)
in accordance with the Plans and any agreement applicable to such Shares, will
be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law of
the State of Delaware. We assume no obligations to supplement this letter if
any applicable laws change after the date hereof or if we become aware of any
facts that might change the opinion expressed herein after the date hereof.
The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not
be quoted in whole or in part without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the registration of the Shares.
In giving this consent we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Stephen I. Glover
-----------------------------
Stephen I. Glover
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Yurie Systems, Inc. on Form S-8 of our report dated November 7, 1996, appearing
in Registration Statement No. 333-15759 of Yurie Systems, Inc.
/s/ Deloitte & Touche L.L.P.
- ----------------------------
Deloitte & Touche L.L.P.
Washington, D.C.
February 14, 1996
<PAGE>
Exhibit 24.1.a
Exhibit 24.1.b
Exhibit 24.1.c
Exhibit 24.1.d
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures
appear below, constitute and appoint Jeong H. Kim, Kwok L. Li, Barton Y.
Shigemura and Charles S. Marantz, and each of them, as their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their names, places, and steads, in any and all
capacities, to sign the Registration Statement on Form S-8 to be filed in
connection with the registration of up to 5,000,000 shares of the common stock
of Yurie Systems, Inc. (the "Company") issued or issuable pursuant to the
Company's 1996 Non Statutory Stock Option Plan and any and all amendments
(including post-effective amendments) to the Registration Statement, the
registration of 200,000 shares of common stock under the Company's 401(k)
Savings Plan and the registration of 200,000 shares of common stock under the
Company's 1997 Employee Stock Purchase Plan and to file the 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 they might or could do in person,
thereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: February 18, 1997
Signature
---------
/s/ Kenneth D. Brody /s/ William J. Perry
-------------------- -----------------------
Kenneth D. Brody William J. Perry
/s/ R. James Woolsey /s/ Herbert Rabin
-------------------- -----------------------
R. James Woolsey Herbert Rabin
