<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1997
REGISTRATION NO. 333-15759
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
YURIE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3669 52-1778987
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
10000 DEREKWOOD LANE
LANHAM, MD 20706
(301) 352-4600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
DR. JEONG H. KIM
CHIEF EXECUTIVE OFFICER
YURIE SYSTEMS, INC.
10000 DEREKWOOD LANE
LANHAM, MD 20706
(301) 352-4600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
RICHARD A. STEINWURTZEL, ESQUIRE RICHARD C. TILGHMAN, JR., ESQUIRE
FRIED, FRANK, HARRIS, SHRIVER & PIPER & MARBURY L.L.P.
JACOBSON CHARLES CENTER SOUTH
1001 PENNSYLVANIA AVENUE, N.W. 36 SOUTH CHARLES STREET
SUITE 800 BALTIMORE, MD 21201
WASHINGTON, DC 20004-2505 (410) 539-2530
(202) 639-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, CHECK THE FOLLOWING BOX. [_]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING
BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [X] 333-15759
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [_]
IF DELIVERY OF THIS PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
AMOUNT OF
TITLE OR SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock............ 4,600,000 shares(1) $12.00 $55,200,000 $16,727.27
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</TABLE>
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(1) Includes 600,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. Yurie Systems, Inc. (the "Company")
previously filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 on November 25, 1966, relating to the offering of up to
4,000,000 shares (4,600,000 shares if the underwriters' over-allotment option
is exercised) of the Company's Common Stock, par value $.01 per share, as
amended by Amendment No. 1 to Form S-1, filed December 11, 1996, Amendment No.
2 to Form S-1, filed December 24, 1996, Amendment No. 3 to Form S-1, filed
January 14, 1997, Amendment No. 4 to Form S-1, filed January 30, 1997 and
Amendment No. 5 to Form S-1, filed February 4, 1997 (collectively, the "Form
S-1") (SEC File No. 333-15759). The contents of the Form S-1 (which was
declared effective by the Securities and Exchange Commission on February 4,
1997), included the Rule 424(b) Prospectus filed thereunder, are incorporated
herein by reference.
PART II
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, Counsel to the
Company, as to the legality of the securities being offered (filed as
Exhibit 5.1 to the Form S-1 and incorporated herein by reference)
23.1 Consent of Accountants
Consent of Fried, Frank, Harris, Shriver & Jacobson (incorporated in
23.2 Exhibit 5.1)
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN LANHAM, MARYLAND ON
FEBRUARY 5, 1997.
Yurie Systems, Inc.
By: /s/ Jeong H. Kim
--------------------------------
JEONG H. KIM
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
The undersigned directors and officers of Yurie Systems, Inc. hereby
constitute and appoint Jeong H. Kim as our true and lawful attorney-in-fact
with full power to execute in our name and behalf in the capacities indicated
below this Registration Statement on Form S-1 and any and all amendments
thereto and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission and hereby
ratify and conform all that such attorneys-in-fact, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Jeong H. Kim Chairman of the February 5, 1997
- ------------------------------------- Board and Chief
JEONG H. KIM Executive Officer
/s/ Kwok Li President, Chief February 5, 1997
- ------------------------------------- Operating Officer,
KWOK LI and a Director
/s/ Barton Y. Shigemura Senior Vice February 5, 1997
- ------------------------------------- President, Sales
BARTON Y. SHIGEMURA and Marketing and a
Director
/s/ Charles S. Marantz Vice President, February 5, 1997
- ------------------------------------- Finance and
CHARLES S. MARANTZ Administration,
Chief Financial
Officer and
Treasurer (also
serves as Chief
Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ R. James Woolsey Director February 5, 1997
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R. JAMES WOOLSEY
/s/ Herbert Rabin Director February 5, 1997
- -------------------------------------
HERBERT RABIN
/s/ Kenneth D. Brody Director February 5, 1997
- -------------------------------------
KENNETH D. BRODY
/s/ William J. Perry Director February 5, 1997
- -------------------------------------
WILLIAM J. PERRY
</TABLE>
II-5
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of our report dated
November 7, 1996 appearing in the Prospectus, which is part of the
Registration Statement on Form S-1 (No. 333-15759) of Yurie Systems, Inc., and
the references to us under the headings "Selected Financial Data" and
"Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
Washington, D.C.
February 5, 1997
