<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1997
REGISTRATION NO. 333-36413
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 1 TO 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)
8301 PROFESSIONAL PLACE
LANDOVER, MD 20785-2237
(301) 352-4600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
JOHN J. MCDONNELL
GENERAL COUNSEL AND SECRETARY
YURIE SYSTEMS, INC.
8301 PROFESSIONAL PLACE
LANDOVER, MD 20785-2237
(301) 352-4600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------
COPIES TO:
STEPHEN I. GLOVER, ESQUIRE
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
1001 PENNSYLVANIA AVENUE, N.W.
SUITE 800
WASHINGTON, DC 20004-2505
(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.
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. [X]
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. [_]
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 the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
-----------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
YURIE SYSTEMS, INC.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING LOCATION IN
PROSPECTUS OF PART I ITEMS OF FORM S-1
<TABLE>
<CAPTION>
ITEM NUMBER AND HEADING IN
FORM S-1 REGISTRATION STATEMENT LOCATION IN PROSPECTUS
------------------------------- ----------------------
<S> <C>
1.Forepart of the Registration
Statement and Outside Front Cover
of Prospectus..................... Facing Page; Outside Front Cover Page
2.Inside Front and Outside Back Cover
Pages of Prospectus............... Inside Front and Outside Back Cover
Pages
3.Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Changes........................... Prospectus Summary; Risk Factors
4.Use of Proceeds..................... Use of Proceeds
5.Determination of Offering Price..... Outside Front Cover Page
6.Dilution............................ Not Applicable
7.Selling Security Holders............ Principal and Selling Stockholders
8.Plan of Distribution................ Outside and Inside Front Cover Pages;
Outside Back Cover Page
9.Description of Securities to be
Registered........................ Description of Capital Stock; Shares
Eligible for Future Sale
10.Interests of Named Experts and
Counsel........................... Not Applicable
11.Information with Respect to the
Registrant........................ Outside and Inside Front Cover Pages;
Prospectus Summary; Risk Factors;
Dividend Policy; Dilution;
Capitalization; Selected Consolidated
Financial Data; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business;
Management; Certain Transactions;
Principal and Selling Stockholders;
Description of Capital Stock; Shares
Eligible for Future Sale; Consolidated
Financial Statements
12.Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities....................... Not Applicable
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+LAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS SUBJECT TO COMPLETION
DATED OCTOBER 20, 1997
2,020,000 Shares
YURIE SYSTEMS, INC.
Common Stock
--------
All the 2,020,000 shares of Common Stock, $.01 par value per share (the
"Common Stock") offered hereby are being sold by certain stockholders of the
Company (the "Selling Stockholders"). The Company has registered these shares,
at its own expense, pursuant to certain registration rights held by the Selling
Stockholders. The Company will not receive any proceeds from the sale of the
shares to be sold by the Selling Stockholders. Of the 2,020,000 shares of
Common Stock offered hereby, 20,000 shares of Common Stock are to be issued
from time to time upon the exercise of stock options described herein. See
"Principal and Selling Stockholders."
The Company's common stock is traded on the Nasdaq National Market under the
trading symbol "YURI." On September 30, 1997, the last reported sale price of
the common stock on the Nasdaq National Market was $36.25 per share. See "Price
Range of Common Stock."
--------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON PAGE 5 HEREOF.
--------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE
TO PROCEEDS TO PROCEEDS TO
PUBLIC COMPANY(1) STOCKHOLDERS
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share...................... $ $0.00 $
- ------------------------------------------------------------------------------
Total.......................... $ $0.00 $
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) Expenses, which are estimated at $150,000, are payable by the Company.
THE DATE OF THIS PROSPECTUS IS OCTOBER , 1997
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information, including "Risk Factors" and the Financial Statements, including
the Notes thereto, appearing elsewhere in this Prospectus.
THE COMPANY
Yurie Systems, Inc. ("Yurie" or the "Company") designs, manufactures, markets
and services asynchronous transfer mode ("ATM") access products for
telecommunications service providers, Internet service providers, corporate end
users and government end users. ATM is a standard for packaging and switching
digital information that facilitates high speed information transmission with a
high degree of efficiency. End users of telecommunications services have
traditionally maintained separate wide area networks ("WANs") for transmitting
voice, data, video and other electronic information among geographically
dispersed locations. ATM technology is conducive to consolidating these
networks. The network consolidation brought about by employing ATM access
products can provide savings in WAN communication costs and simplify network
management.
Yurie is a leading supplier of ATM access products. The Company's LDR100,
introduced in February 1995, was one of the first commercially available ATM
access products. The LDR200, designed primarily for telecommunications carriers
and Internet service providers, was released in September 1996. The LDR50,
designed for mid-sized to large corporate offices, was released in March 1997.
The Company designed its ATM access products to be flexible and scaleable, so
that customers can realize the benefits of ATM while preserving their
investments in existing equipment. The LDR products adhere to industry-wide
technical standards, allowing users to integrate the products into current
networks operating with other standards-compliant products. Yurie's proprietary
adaptive queue management algorithm ("AQueMan") allows the LDR products to
reduce network congestion while maintaining quality of service. The Company's
Limitless ATM Network Protocol ("LANET") is capable of transporting ATM traffic
over circuits of varying speed and quality, including poor quality circuits.
The Company's ATM access products incorporate a variety of value-added
features, including compact size, scaleability, reliability, and a broad
variety of access interfaces.
The Company's strategy centers on maintaining its technological leadership,
developing the telecommunications service provider, private label partner and
corporate end user markets while continuing to pursue government end user
markets, developing international markets and building strategic relationships.
To enhance its distribution efforts and pursue the telecommunications service
provider and corporate end user markets, the Company has established a
nationwide direct sales force which currently consists of 15 sales personnel.
Since 1994, Yurie has had a significant strategic relationship with AT&T.
Yurie has granted AT&T the exclusive right to market and sell the LDR100 and
the LDR200, including future designs, upgrades features and functionalities, in
U.S. federal, state and local government markets, as well as certain foreign
government markets (the "AT&T Agreement"), through December 1998, subject to
AT&T's option to extend the AT&T Agreement in one-year periods through December
2001. Under the AT&T Agreement, AT&T has guaranteed minimum annual purchases
for the LDR200, including future designs, upgrades features and
functionalities, of $10.0 million in each of 1997 and 1998.
The Company also has a significant customer relationship with Splitrock
Services, Inc. ("Splitrock"), a Texas corporation that provides communications
services specifically configured to meet the needs of large network users.
Splitrock has recently purchased the underlying network assets of Prodigy
Services Corporation, an Internet service provider (the "Prodigy Network").
During the first six months of 1997,
2
<PAGE>
Splitrock purchased $4.8 million of LDR products from the Company. Yurie and
Splitrock have entered into an agreement (the "Splitrock Agreement") that
requires Splitrock to purchase a minimum of $20.0 million of LDR products in
the period from July 1997 to December 1998. Under the Splitrock Agreement,
Yurie has also agreed to provide services to support deployment and
implementation of Yurie's products in Splitrock's network on a time and
materials basis. Kwok L. Li, the Chief Technology Officer and Vice Chairman of
the Board of Yurie, is currently the majority shareholder and acting Chairman
of the Board of Splitrock.
In August 1997, the Company signed a three-year OEM agreement with Lucent
Technologies, Inc. Under this agreement, Lucent will sell Yurie's LDR200 and
LDR50 access products under the Lucent brand. Lucent has no minimum purchase
obligation under this agreement.
In September 1997, the Company entered into a three-year OEM agreement with
Bay Networks, Inc. ("Bay") under which Bay may order from the Company and sell
under Bay's brand name the Company's LDR products and related software.
Pursuant to this agreement, Bay has purchased approximately $2.4 million of the
Company's LDR products. Bay has no minimum purchase obligation under the
agreement.
The Company was founded in February 1992 by Dr. Jeong H. Kim, the Company's
Chief Executive Officer and Chairman of the Board of Directors. The Company
began developing ATM products in 1994 and began product shipments in February
1995. Prior to 1994, the Company's business operations consisted primarily of
telecommunications consulting and related service activities. In January 1997,
the Company won Data Communications' Hot Product Award for WAN gear and in May
1997, Business Week magazine named the Company America's #1 Hot Growth Company.
The Company was incorporated under the laws of the State of Maryland in
February 1992 as Integrated Systems Technology, Inc. In April 1996, it changed
its name to Yurie Systems, Inc. and reincorporated in Delaware in August 1996.
Yurie's executive offices are located at 8301 Professional Place, Landover,
Maryland 20785-2237, its telephone number is (301) 352-4600, its e-mail address
is [email protected] and its World Wide Web site address is http://www.yurie.com.
3
<PAGE>
RISK FACTORS
An investment in the Common Stock offered hereby involves a high degree of
risk. See "Risk Factors."
THE OFFERING
Common Stock offered by the
Selling Stockholders......... 2,020,000 shares
Common Stock outstanding
after the offering........... 24,929,976 shares(1)
Use of proceeds............... This offering is made by certain Selling
Stockholders and the Company will not receive
any of the proceeds of such sales. See "Use of
Proceeds" and "Principal and Selling
Stockholders".
Nasdaq National Market
symbol....................... "YURI"
- --------
(1) Assumes the exercise by Oneline Management, Inc. ("Oneline") of an option
to purchase 20,000 shares of common stock of the Company for an aggregate
exercise price of $240,000 (the "Oneline Option"). Excludes 5,013,168
shares of common stock issuable upon the exercise of stock options
outstanding as of September 30, 1997 at a weighted average exercise price
of approximately $5.95 per share. Also excludes 1,695,165 shares of common
stock reserved for future issuance under the Company's 1996 Non Statutory
Stock Option Plan (the "Stock Option Plan"), 190,777 shares of common stock
reserved for future issuance under the Company's Employee Stock Purchase
Plan (the "Stock Purchase Plan") and 196,147 shares of common stock
reserved for future issuance under the Company's 401(k) Savings Plan (the
"401(k) Plan"). See "Management--Stock Option Plan," "--Stock Purchase
Plan" and "--401(k) Plan."
The following table presents summary audited and unaudited financial data
which has been derived from and should be read in conjunction with the
Company's Audited and Unaudited Balance Sheets and Statements of Operations and
related notes thereto and with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere herein.
SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- -----------------
1993 1994 1995 1996 1996 1997
------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Total revenue.............. $ 194 $ 1,144 $ 5,971 $21,611 $ 8,805 $ 19,278
Gross profit............... 52 420 3,460 13,192 5,718 11,512
Income (loss) from
operations................ (17) 161 1,444 5,099 3,250 3,558
Net income (loss).......... (23) 121 897 3,152 1,983 2,614
Net income per common
share..................... $ 0.00 $ 0.01 $ 0.04 $ 0.14 $ 0.09 $ 0.10
Weighted average common and
common equivalent shares
outstanding............... 17,542 17,542 21,710 21,811 21,751 25,728
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------- JUNE 30,
1993 1994 1995 1996 1997
---- ----- ------ ------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................. $ 5 $ 230 $3,780 $ 3,229 $28,742
Working capital........................... (82) (130) 552 7,001 51,690
Total assets.............................. 97 627 6,192 14,216 61,504
Total stockholders' equity (deficit)...... (77) 44 1,103 9,055 56,335
</TABLE>
4
<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should consider carefully the following
risk factors, in addition to the other information contained in this
Prospectus, in evaluating an investment in the shares of Common Stock offered
hereby.
The Private Securities Litigation Reform Act (the "PLSRA") provides a "safe
harbor" for "forward- looking" statements. Certain statements included in this
Prospectus are "forward-looking" within the meaning of the PLSRA such as
statements regarding the anticipated growth in demand for ATM access products,
the anticipated growth in the Company's revenues from the development,
manufacture and sale of ATM access products, the expectation that such revenue
growth will result largely, from sales of ATM access products to
telecommunications service providers and corporate end users and the
anticipated expansion of the Company's international activities. Such forward-
looking statements, in addition to information contained in Management's
Discussion and Analysis of Financial Condition and Results of Operations and
elsewhere in this Prospectus, are based on the Company's current expectations
and are subject to a number of risks and uncertainties that could cause actual
results in the future to differ significantly from results expressed or
implied in any forward-looking statements made by, or on behalf of, the
Company. These and other risks are detailed below. The Company assumes no
obligation to update any forward-looking statements contained herein, or that
may be made from time to time by, or on behalf of the Company.
Limited Operating History and Operating Results. The Company was founded in
1992, began developing ATM access products in 1994 and commenced shipping ATM
access products in February 1995. Accordingly, there is only a limited
operating history upon which to base an evaluation of the Company and its
prospects. The Company's prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stages of development, particularly companies in new and rapidly evolving
markets. To address these risks, the Company must, among other things, respond
to competitive developments, develop its technologies, commercialize products
incorporating these technologies, and attract, retain and motivate qualified
employees. There can be no assurance that the Company will be successful in
addressing these risks. The Company expects that its operating expenses will
increase in the future, and there can be no assurance that its revenues will
increase sufficiently to allow it to maintain profitability, either on an
annual or quarterly basis. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Dependence on ATM; Product Concentration. Although ATM is an industry
standard, the ATM access market is still emerging and only a limited number of
telecommunications service providers have installed ATM networks. All of the
Company's product revenue to date has been derived from the sale of ATM access
products, and the Company expects that the sale of ATM access products and
related services will continue to account for substantially all of its
revenues for the foreseeable future. The Company's success will depend on the
market acceptance of ATM technology as a preferred networking solution
relative to other existing or newly developed solutions. The failure of ATM-
based networking products to achieve widespread market acceptance would have a
material adverse effect on the Company's business, results of operations and
financial condition. See "Business--Industry Background."
Sales of the Company's LDR access products have accounted for substantially
all of its revenue to date, and these products and related enhancements are
expected to continue to account for a majority of the Company's revenue for
the foreseeable future. The Company's success depends in large part on
continued sales of the LDR product line. A decline in either demand for or the
average sales prices of the Company's LDR products, whether as a result of new
product introductions by competitors, price competition, technological change,
inability to provide enhancements on a timely basis or otherwise, could have a
material adverse effect on the Company's business, results of operations and
financial condition. See "Business--The LDR Product Family and Supporting
Services."
5
<PAGE>
Dependence on Government Business. A substantial portion of the Company's
sales of ATM access products has historically been to government agencies or
third parties deploying the Company's ATM access products on behalf of
government agencies, and there can be no assurance that the Company's ATM
access products will achieve acceptance in the commercial end user market to
the same degree as in the government end user market. Sales of products and
services to the U.S. government or government contractors represented 100.0%
of the Company's revenue for the years ended December 31, 1994 and December
31, 1995, 96.3% of the Company's revenue for the year ended December 31, 1996,
and 46.3% of the Company's revenue for the six months ended June 30, 1997.
Such government customers are often subject to budgetary pressures and may
from time to time reduce their expenditures and/or cancel orders. A reduction
in sales to these government customers would have a material adverse effect on
the Company's business, results of operations and financial condition. See
"Business--Customers and End Users."
Dependence on Strategic Relationships, Particularly the AT&T Relationship. A
major component of the Company's strategy involves the establishment of
strategic relationships with telecommunications equipment providers and
telecommunications service providers to leverage these entities' distribution
networks. The failure of the Company to establish these relationships would
have a material adverse effect on the Company's growth prospects. The Company
has had a significant strategic relationship with AT&T since 1994, pursuant to
which AT&T and the Company entered into the AT&T Agreement in August 1995. The
AT&T Agreement, as amended, grants AT&T the exclusive right to market and sell
the LDR100 and the LDR200, including future designs, upgrades features and
functionalities, in U.S. federal, state and local government markets, as well
as certain foreign government markets, through December 1998, subject to
AT&T's option to extend the AT&T Agreement in one-year periods through
December 2001. Under the AT&T Agreement, AT&T has guaranteed minimum annual
purchases for the LDR200, including future designs, upgrades features and
functionalities, of $10.0 million in each of 1997 and 1998. Sales pursuant to
the AT&T Agreement generated 52.4%, 71.8% and 87.0% of the Company's revenue
during 1994, 1995 and 1996, respectively. For the six months ended June 30,
1997, sales to AT&T represented 43.1% of the Company's revenue. If the Company
fails to fulfill any of its material obligations under the AT&T Agreement,
AT&T could terminate the agreement. Any such termination would have a material
adverse effect on the Company's business, results of operations and financial
condition. See "Business--AT&T Relationship."
Dependence on Related Party Sales. During 1997, the Company has made
substantial product sales to Splitrock, a Texas corporation that provides
communications services specifically configured to meet the needs of large
network users. Kwok L. Li, the Chief Technology Officer and Vice Chairman of
the Board of Yurie, is currently the majority shareholder and acting Chairman
of the Board of Splitrock. During the first six months of 1997, Splitrock
purchased $4.8 million of LDR products from the Company, and sales to
Splitrock accounted for 25.0% of the Company's gross revenue during that
period. Yurie and Splitrock recently entered into the Splitrock Agreement,
which requires Splitrock to purchase a minimum of $20.0 million of LDR
products in the period from July 1997 to December 1998. The failure of the
Company or Splitrock to fulfill any of its material obligations under the
Splitrock Agreement would have a material adverse effect on the Company's
business, results of operations and financial condition. See "Business--
Splitrock Relationship" and "Certain Transactions."
Fluctuations in Quarterly and Annual Operating Results. The Company may
experience significant fluctuations in future quarterly and annual operating
results. Fluctuations may be caused by many factors, including the timing of
new product introductions or technological advances by the Company or its
competitors; market acceptance of enhanced or new versions of the Company's
products, including the LDR200 and the LDR50; the size and timing of
individual orders of the Company's products; price reductions by the Company
or its competitors; changes in the distribution channels through which the
Company's products are sold; the addition or loss of significant customers;
the mix of the products sold by the Company; the ability of the Company to
obtain sufficient supplies of sole or limited source
6
<PAGE>
components for the Company's products; and general economic conditions.
Quarterly fluctuations in purchase orders by Splitrock or AT&T, or inventory
buildups by Splitrock or AT&T and its customers, also will cause fluctuations
in the Company's operating results. In addition, changes in the mix of the
products sold by the Company or the distribution channels through which the
Company's products are sold may cause fluctuations in the Company's gross and
operating margins. Also, the Company's anticipated operating expense levels
are based, in part, on its expectations as to future revenue and, as a result,
net income may be disproportionately affected by a reduction in revenue.
The Company has recently experienced a period of revenue growth and a
substantial increase in orders, customers and employees. This growth, however,
is not necessarily indicative of future results. In addition, in view of the
significant growth of the Company's operations in the past two years, the
Company believes that period-to-period comparisons of its financial results
should not be relied upon as an indication of future performance. The Company
has not experienced seasonal trends to date, but the Company's business,
operating results and financial condition may be affected by such trends in
the future. Fluctuations in operating results may result in volatility in the
price of the Company's Common stock. See "Risk Factors--Potential Volatility
of Stock Price" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
New Management Team and Strategies. Since April 1997, the Company has
recruited and hired Harry J. Carr as its President and Chief Operating Officer
and Harry J. D'Andrea as its Chief Financial Officer and Treasurer. Barton Y.
Shigemura, the Company's Senior Vice President of Sales and Marketing and most
other key members of management, particularly in the areas of sales,
marketing, operations and administration joined the Company in 1996. As a
result, the key members of the Company's management team have worked together
for only a short time. The new management team has recently initiated a series
of strategies designed to accelerate the Company's growth. There can be no
assurance that these strategies will be successful. In addition, the Company
expects to hire additional employees and there can be no assurance that it
will be successful in hiring, integrating or retaining these employees. See
"Business--Strategy" and "Management."
Management of Growth. The Company's growth has placed, and will continue to
place, strains on its management, operations and systems. To manage its
growth, the Company must continuously evaluate the adequacy of its existing
systems and procedures, including its financial and internal control systems
and management structure. There can be no assurance that the Company's
management will adequately anticipate all of the changing demands that growth
will impose on the Company's systems, procedures and structure. Any failure by
the Company's management to anticipate effectively, implement and manage the
changes required to sustain the Company's growth would have a material adverse
effect on the Company.
Dependence on Proprietary Technology. The Company's ability to compete
successfully will depend, in part, on its ability to protect the proprietary
technology contained in its products. The Company currently relies upon a
combination of trade secret, copyright, patent and trademark laws, as well as
contractual restrictions, to establish and protect its proprietary rights. The
Company also seeks to enter into non-competition, proprietary information and
assignment of invention agreements with its employees and non-disclosure
agreements with certain of its suppliers, distributors and customers that are
designed to limit access to and disclosure of its proprietary information.
There can be no assurance that these statutory and contractual arrangements
can effectively deter misappropriation of the Company's technology or
independent third-party development of competing technologies.
The Company has one issued patent for its LANET protocol. The Company
intends to make the technology covered by the LANET patent available in
unmodified form, at no cost to the public, in the belief that this release
will create demand for and facilitate widespread use of LANET and increase
name recognition for Yurie as the developer of LANET. Two additional patent
applications have been filed for
7
<PAGE>
(i) the AQueMan algorithm developed by the Company to regulate and prioritize
the flow of traffic in ATM access products and (ii) error-tolerant addressing
to enhance the ability to transport ATM cells over noisy links (e.g., wireless
circuits). The Company intends to file another patent application for a method
to simplify authentication and key exchange in the establishment of secure
data links. There can be no assurance that the applications will result in
issued patents or that the Company's existing patent or future patents will be
upheld as valid or prevent the development of competing products. The failure
of the Company to obtain a patent for AQueMan, or to be granted patents for
any of its other Company-developed technologies, could have a material adverse
effect on the Company's business. Defense of patents can be very costly and
unsuccessful patent litigation could have a material adverse effect on the
Company's competitive position. In addition, there can be no assurance that
third parties will not accuse the Company of patent infringement with respect
to current or future products. Any such claims could require the Company to
spend significant sums in litigation, pay damages, develop non-infringing
technology or acquire technology licenses. Also, effective copyright and trade
secret protection may not be available in every foreign country in which the
Company's products are or may be deployed. See "Business--Intellectual
Property, Proprietary Information and Technical Know How."
Rapid Technological Development; New Products; Product Errors. The market
for the Company's products is generally characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions
that can render existing products obsolete or unmarketable. The Company's
success will depend to a substantial degree upon its ability to develop and
introduce in a timely fashion, enhancements to its existing products and new
products that meet changing customer requirements and emerging industry
standards. The failure of the Company to introduce new products and respond to
industry changes on a timely basis could have a material adverse effect on the
Company's business, results of operations and financial condition.
The development of new, technologically advanced products is a complex and
uncertain process requiring high levels of innovation, as well as the accurate
anticipation of technological and market trends. Furthermore, the introduction
and marketing of new or enhanced products require the Company to manage the
transition from existing products in order to minimize disruption in customer
purchasing patterns. There can be no assurance that the Company will be
successful in developing and marketing, on a timely basis, new products or
product enhancements, that its new products will adequately address the
changing needs of the marketplace, or that it will successfully manage the
transition from existing products. Nor can there be any assurance that the
Company will be able to identify, develop, manufacture or support new products
successfully, that such new products will gain market acceptance or that the
Company will be able to respond effectively to technological changes, emerging
industry standards or product announcements by competitors. In addition, the
Company has on occasion experienced delays in the introduction of product
enhancements and new products. There can be no assurance that in the future
the Company will be able to introduce product enhancements or new products on
a timely basis. Products as complex as those offered by the Company may
contain undetected errors or failures when first introduced or as new versions
are released, and such errors have occurred in the Company's products in the
past. There can be no assurance that, despite testing by the Company and by
current and potential customers, errors will not be found in new products
after commencement of commercial shipments. The occurrence of such errors
could result in the loss or delay in market acceptance of the Company's
products, diversion of development resources, damage to the Company's
reputation or increased service or warranty costs, any of which could have a
material adverse effect upon the Company's business, financial condition and
results of operations. See "Business--The LDR Product Family and Supporting
Services" and "--Research and Development."
Furthermore, from time to time, the Company may announce new products,
capabilities or technologies that have the potential to replace or shorten the
life cycle of the Company's existing product offerings. There can be no
assurance that announcements of product enhancements or new product offerings
will not cause customers to defer purchasing existing Company products or
cause resellers to
8
<PAGE>
return products to the Company. Failure to introduce new products or product
enhancements effectively and on a timely basis, customer delays in purchasing
products in anticipation of new product introductions and any inability of the
Company to respond effectively to technological changes, emerging industry
standards or product announcements by competitors, could have a material
adverse effect on the Company's business, operating results and financial
condition. See "Business--The LDR Product Family and Supporting Services" and
"--Research and Development."
Highly Competitive and Consolidating Market. Although the market for ATM
access products is still evolving, the Company anticipates that it will become
intensely competitive. The Company's direct competitors include ADC Kentrox
and 3Com. Each of these companies has already produced ATM access products
that are directly competitive with the Company's products. In addition, Ascend
Communications has developed an ATM access product that will be directly
competitive with the Company's products. Other companies, including Cisco
Systems/StrataCom, Nortel, General DataComm, Digital Link, Fore Systems and
Newbridge Networks have developed networking equipment that may be competitive
with the Company's products. The Company expects that some or all of these
companies and other networking and computer systems companies may in the
future announce plans to develop ATM access products that are directly
competitive with the Company's products. In addition, companies with interests
in other segments of the ATM market, such as central office equipment vendors,
cable television operators and long-distance telephone carriers, including
AT&T, may seek to apply their expertise to the ATM markets served by the
Company.
The entrance of new competitors would be likely to intensify competition in
the ATM access market. Some of the Company's current and possible future
competitors have greater financial, technical, marketing and other resources
than the Company, and some have well established relationships with current
and potential customers of the Company. It is also possible that alliances
among competitors may emerge and rapidly acquire significant market share or
that competition will increase as a result of networking industry
consolidation. Increased competition may result in price reductions, reduced
profitability and loss of market share, any of which would have a material
adverse effect on the Company's business, results of operations and financial
condition. See "Business--Competition."
In addition, there has recently been an increase in acquisitions by large,
well-established networking companies of smaller networking companies that
possess technology that will allow the larger companies to offer a more
complete product line. Among the companies that have announced or completed
acquisitions are Cisco Systems, Bay Networks, Cabletron Systems, Fore Systems,
Ascend Communications and 3Com. Consolidation within the industry could lead
to even greater competition than currently exists. In addition, the ability of
these larger companies to offer customers total networking solutions from one
vendor in the future may have a material adverse effect on the Company's
sales.
Dependence on Manufacturers and Suppliers. Yurie relies on three
manufacturers, Sanmina Corporation, Teledyne Electronic Technologies and
Kuchera Industries, Inc., to manufacture the majority of its common equipment
circuit packs, backplanes, chassis and printed circuit board assemblies used
in the Company's products. Yurie does not have a contract with these or any
other manufacturer, and all of the Company's products are manufactured
pursuant to individual purchase orders. The Company believes that its orders
do not represent a significant portion of these subcontract manufacturers'
total business. In the past, Yurie has also used several other manufacturers
as supplemental sources for backplanes, chassis and printed circuit boards,
and may use these manufacturers in the future as necessary. The Company
believes that its strategy of using subcontract manufacturers has increased
its flexibility and responsiveness to changes, as it is in a better position
to reduce product costs, acquire additional capacity and reduce its capital
investment. It is, however, currently relying on a limited number of
manufacturers, and if one or more of these manufacturers should experience
quality or other problems, such problems could result in delays in product
shipments by the Company. To the extent the Company would be required to find
replacements for its manufacturers, a change in manufacturers could result in
short term cost increases
9
<PAGE>
and time delays in deliveries of finished assemblies, which would have a
material adverse effect on the Company's business and operating results and
possibly on its relationships with customers. While Yurie maintains some level
of safety stock on critical components and some level of reserve inventory,
these levels would not be sufficient to meet increases in demand occurring
simultaneously with delayed deliveries from manufacturers. See "Business--
Manufacturing and Suppliers."
Certain components used in the Company's products, including microprocessors
and communications chips that are manufactured by PMC-Sierra, Inc., Hewlett-
Packard Company, Integrated Device Technology, Inc., Xilinx, Inc., Texas
Instruments, Analog Devices and Altera Corporation, are currently available
from only one supplier. In the past, the Company has experienced shortages of
certain of these components because of vendor production problems and the
inability of suppliers to increase delivery rates to meet the Company's
requirements. In addition, the Company has experienced shortages of certain
other key components. These component shortages and delays have resulted in
delays in the shipment of the Company's products, and the component shortages
have also resulted in higher component costs. When these components are in
short supply, Yurie must compete for them with larger companies that often
have longer established relationships with these vendors. Certain components
used in the Company's products require an order lead time of up to 16 weeks.
Other components that currently are readily available may become difficult to
obtain in the future. Failure of the Company to predict accurately its
required quantities of these long lead time components could result in either
shortages or excess inventory of such components, which could have a material
adverse effect on the Company's business and operating results.
Any extended delay in deliveries of components or of finished printed
circuit board assemblies would have a material adverse effect on the Company's
business and operating results and possibly on its relationships with
customers. Although Yurie typically maintains some reserve inventory of
components, this inventory would not cover a significant delay in the delivery
of such components. See "Business--Manufacturing and Suppliers."
Dependence on Key Personnel. The Company's success depends to a significant
extent upon a number of key technical and management employees, including
Jeong H. Kim, the Company's Chief Executive Officer and Chairman of the Board
of Directors, Kwok L. Li, the Company's Vice Chairman of the Board and Chief
Technical Officer, Harry J. Carr, the Company's President, Chief Operating
Officer and a Director, and Barton Y. Shigemura, the Company's Senior Vice
President of Sales and Marketing and a Director. The Company has employment
agreements with Dr. Kim, Mr. Li and Mr. Carr. Mr. Li is currently the majority
shareholder and acting Chairman of the Board of Splitrock and, as such,
devotes a significant amount of time to Splitrock. The loss of the services of
any of the Company's key employees could have a material adverse effect on the
Company. The Company does not maintain life insurance policies on any key
employees. In addition, the Company believes that its future success will
depend in large part upon its ability to attract and retain additional highly-
skilled technical, managerial, sales and marketing personnel. Competition for
such personnel is intense. There can be no assurance that the Company will be
successful in attracting, hiring, integrating and retaining the personnel that
it requires. See "Management--Directors, Executive Officers and Key
Employees."
Compliance with Regulations and Evolving Industry Standards. The Company's
products must meet a significant number of voice and data communications
regulations and standards, some of which are evolving as new technologies are
deployed. In the U.S., the Company's products must comply with various
regulations defined by the Federal Communications Commission and Underwriters
Laboratories, as well as standards established by Bell Communications Research
("Bellcore"). Internationally, the Company's products must comply with
standards established by telecommunications authorities in various countries,
as well as with recommendations of the International Telecommunications Union
("ITU"). In addition, telecommunications service providers require that
equipment connected to their networks comply with their own standards, which
may vary from industry standards. A delay in obtaining, or the
10
<PAGE>
failure to obtain, certification of its products domestically or in countries
outside of the U.S. could delay or preclude the Company's sales and marketing
efforts, which could have a material adverse effect on the Company's business
and operating results.
Industry standards for ATM technology are still evolving. One of the bodies
setting industry standards is the ATM Forum, a group of industry participants
including equipment manufacturers, telecommunications service providers and
end users. As these standards evolve, the Company will be required to modify
its products or develop and support new versions of its products. The failure
of the Company's products to comply, or delays in achieving compliance, with
the various existing and evolving industry standards could delay introduction
of the Company's products, which could have a material adverse effect on the
Company's business and operating results.
Government regulatory policies are likely to continue to have a major impact
on the pricing of both existing and new public network services and therefore
are expected to affect demand for such services and the telecommunications
products that support such services. Tariff rates, whether determined
autonomously by telecommunications service providers or in response to
regulatory directives, may affect the cost effectiveness of deploying public
network services. Tariff policies are under continuous review and are subject
to change. User uncertainty regarding future policies may also affect demand
for telecommunications products, including the Company's products.
Risks Associated With International Sales and Currency Exchanges. The
Company expects that revenue derived from international sales may represent
approximately 10% or more of total revenue for the quarter ended September 30,
1997, and anticipates that international sales may increase in absolute
dollars and as a percentage of revenue during the year ending December 31,
1997 and in the future. Less than 1% of the Company's revenue in each of the
years ended December 31, 1994, December 31, 1995 and December 31, 1996, was
derived from orders from international customers. In the six months ended June
30, 1997, 6.0% of the Company's revenue was derived from orders from
international customers. The Company intends to expand its sales and marketing
efforts outside of the U.S. and enter into international markets (excluding
certain government markets for which AT&T has the exclusive right to market
and sell the LDR100, LDR200 and related products), which will require
significant management attention and financial resources.
Conducting business outside of the U.S. is subject to certain risks,
including longer payment cycles, unexpected changes in regulatory requirements
and tariffs, difficulties in staffing and managing foreign operations, greater
difficulty in accounts receivable collection and potentially adverse tax
consequences. Moreover, gains and losses on the conversion to U.S. dollars of
accounts receivable not denominated in U.S. dollars and accounts payable
arising from international operations may in the future contribute to
fluctuations in the Company's business and operating results. The Company
currently has no sales or purchase obligations that are denominated in foreign
currencies. Should the Company have a material amount of such sales or
purchase obligations in the future, the Company may engage in currency hedging
activities or derivative arrangements. Fluctuations in exchange rates could
affect demand for the Company's products. The imposition of exchange or price
controls or other restrictions on foreign currencies could have a material
adverse effect on the Company's business and operating results. As the Company
increases its international sales, its revenue may also be affected to a
greater extent by seasonal fluctuations resulting from lower sales that
typically occur during the summer months in Europe and other parts of the
world. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Potential Stock Price Volatility. The market price of the Company's common
stock may be volatile. Factors such as fluctuations in the Company's operating
results, announcements of technological innovations or new products by the
Company or its competitors, developments with respect to patents or
proprietary rights, and general market conditions may have a significant
effect on the market price of the common stock. Further, the stock market has
experienced volatility that has particularly affected the
11
<PAGE>
market prices of equity securities of many high technology companies and that
often has been unrelated or disproportionate to the operating performance of
such companies.
General Economic Conditions. Demand for the Company's products depends in
large part on the overall demand for communications and networking products,
which has in the past and may in the future fluctuate significantly based on
numerous factors, including capital spending levels and general economic
conditions. There can be no assurance that the Company will not experience a
decline in demand for its products due to general economic conditions. Any
such decline would have a material adverse effect on the Company's business,
operating results and financial condition.
Control by Current Stockholders. Directors and officers of the Company and
their affiliates currently own beneficially approximately 71.0% of the
outstanding common stock. As a result, these stockholders are able to elect a
majority of the Company's Board of Directors and approve all matters requiring
stockholder approval, and will have significant control over the Company and
the conduct of its business. Such concentration of ownership may have the
effect of delaying, deferring or preventing a change in control of the
Company.
Shares Eligible for Future Sale. Sales of substantial amounts of the common
stock of the Company in the public market, or the prospect of such sales,
could have a material adverse affect on the market price of the common stock.
As of September 30, 1997, there were 24,909,976 shares of common stock
outstanding, and upon the exercise of the Oneline Option, there will be
24,929,976 shares of common stock outstanding. Of these shares, approximately
16,230,000 shares are held by "affiliates" (as that term is defined in Rule
144 under the Securities Act) and are eligible for sale in accordance with the
volume and manner of sale restrictions under Rule 144. All shares held by
stockholders that were subject to lock-up restrictions in connection with the
Company's initial public offering were freed from such lock-up restrictions on
August 4, 1997 and are freely tradeable without restriction or registration
under the Securities Act, except any shares held by affiliates of the Company.
The Company has registered on Form S-8 under the Securities Act 7,000,000
shares of common stock issued or reserved for issuance under the Stock Option
Plan, 200,000 shares of common stock issued or reserved for issuance under the
Stock Purchase Plan and 200,000 shares of common stock issued or reserved for
issuance under the 401(k) Plan. As of September 30, 1997, there were 5,013,168
outstanding options for the purchase of shares under the Stock Option Plan.
See "Management--Stock Option Plan." Shares registered and issued pursuant to
such registration statement will be freely tradable except to the extent that
the holders thereof are deemed to be affiliates of the Company, in which case
the transferability of such shares will be subject to the volume limitations
set forth in Rule 144 under the Securities Act. See "Description of Capital
Stock" and "Shares Eligible for Future Sale."
Absence of Dividends. The Company has never paid a cash dividend on its
common stock. The payment of cash dividends on the common stock is unlikely
for the foreseeable future. See "Dividend Policy."
Antitakeover Effects of Certain Charter, Bylaws and Other
Provisions. Certain provisions of the Company's Certificate of Incorporation
("Certificate") and Bylaws and Delaware law could have the effect of making it
more difficult for a third party to acquire, or discouraging a third party
from attempting to acquire, control of the Company. Such provisions could
limit the price that certain investors might be willing to pay in the future
for shares of the Company's common stock. Certain of such provisions allow the
Company to issue preferred stock with rights senior to those of the common
stock and impose various procedural and other requirements which could make it
more difficult for stockholders to effect certain corporate actions. In
addition, the Company is subject to the provisions of Section 203 of the
Delaware General Corporation Law ("DGCL"). See "Description of Capital Stock."
12
<PAGE>
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock that may be offered from
time to time by the Selling Stockholders. See "Plan of Distribution" and
"Principal and Selling Stockholders." The Company will receive none of the
proceeds from the sale of the Common Stock offered hereby by the Selling
Stockholders.
The Company may, however, receive cash proceeds to the extent the Oneline
Option is exercised. If the Oneline Option is exercised in full, as to which
there can be no assurance, the net proceeds to the Company would be
approximately $240,000. The Company would use these proceeds, if any, for
general corporate purposes including working capital. See "Principal and
Selling Stockholders."
PRICE RANGE OF COMMON STOCK
The Company's common stock has been quoted on the Nasdaq National Market
under the symbol YURI since February 4, 1997 following its initial public
offering. The following table sets forth the high and low prices, as reported
by Nasdaq, for the periods indicated:
<TABLE>
<CAPTION>
HIGH LOW
------- ------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1997:
First Quarter (from February 4)............................ $16.750 $9.500
Second Quarter............................................. 19.125 9.375
Third Quarter.............................................. 37.250 15.750
</TABLE>
On September 30, 1997, the last reported sale price of the Company's common
stock as reported by the Nasdaq National Market was $36.25 and there were
approximately 147 holders of record of the Company's common stock as of that
date.
DIVIDEND POLICY
The Company has never paid cash dividends on its common stock. The Company
currently intends to retain earnings to finance the growth and development of
its business and does not anticipate paying cash dividends in the foreseeable
future. The declaration and payment by the Company of any future dividends and
the amounts thereof will depend upon the Company's results of operations,
financial condition, cash requirements, future prospects, limitations imposed
by any credit agreements or senior securities and other factors deemed
relevant by the Board of Directors.
13
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company as of June
30, 1997. This table should be read in conjunction with the Company's
Financial Statements and the Notes thereto appearing elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
AS OF
JUNE 30, 1997
--------------
(IN THOUSANDS)
<S> <C>
Stockholders' equity
Preferred Stock, $.01 par value, 10,000,000 shares
authorized, none issued and outstanding.................. $ --
Common Stock, $.01 par value, 50,000,000 shares
authorized, 24,741,341 shares issued and outstanding(1).. 247
Additional paid-in capital.................................. 49,540
Retained earnings........................................... 6,548
-------
Total stockholders' equity.............................. 56,335
-------
Total capitalization.................................... $56,335
=======
</TABLE>
- --------
(1) Excludes 20,000 shares issuable upon the exercise of the Oneline Option
for an aggregate exercise price of $240,000. Also excludes 5,013,168
shares of common stock issuable upon exercise of outstanding stock options
as of September 30, 1997 at a weighted average exercise price of
approximately $5.95 per share, 1,695,165 shares of common stock reserved
for future issuance under the Stock Option Plan, 190,777 shares of common
stock reserved for future issuance under the Stock Purchase Plan and
196,147 shares of common stock reserved for future issuance under the
401(k) Plan. See "Management--Stock Option Plan," "--Stock Purchase Plan"
and "--401(k) Plan."
14
<PAGE>
SELECTED FINANCIAL DATA
The selected financial data set forth below should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the financial statements of the Company and the notes
thereto included elsewhere in this Prospectus. The statements of operations
data and the balance sheet data for the years ended December 31, 1994, 1995
and 1996 have been derived from the financial statements of the Company which
have been audited by Deloitte & Touche LLP, independent auditors. The
statement of operations data and the balance sheet data for the year ended
December 31, 1993 have been derived from previously issued financial
statements which have been audited by Deloitte & Touche LLP, independent
auditors. The statement of operations data and the balance sheet data for the
six months ended June 30, 1996 and June 30, 1997 have been derived from the
Company's unaudited financial statements which, in the opinion of management,
include all significant, normal and recurring adjustments necessary for a fair
presentation of the financial position and results of operations for such
unaudited period.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- -----------------
1993 1994 1995 1996 1996 1997
------- ------- ------- ------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue:
Product revenue.......... $ -- $ -- $ 2,870 $18,728 $ 7,391 17,399
Service revenue.......... 194 1,144 1,993 2,491 1,027 1,879
Other revenue............ -- -- 1,108 392 392 --
------- ------- ------- ------- -------- --------
Total revenue.......... 194 1,144 5,971 21,611 8,804 19,278
Cost of revenue:
Cost of product revenue.. -- -- 1,327 6,784 2,357 6,397
Cost of service revenue.. 143 723 1,184 1,635 729 1,369
------- ------- ------- ------- -------- --------
Total cost of revenue.. 143 723 2,511 8,419 3,086 7,766
------- ------- ------- ------- -------- --------
Gross profit............... 52 420 3,460 13,192 5,718 11,512
Operating expenses:
Research and
development............. 8 40 428 3,846 1,346 3,329
Sales and marketing...... -- -- -- 1,547 286 2,297
General and
administrative.......... 61 219 1,588 2,700 836 2,329
------- ------- ------- ------- -------- --------
Total operating
expenses.............. 69 259 2,016 8,093 2,468 7,955
------- ------- ------- ------- -------- --------
Income (loss) from
operations................ (17) 161 1,444 5,099 3,250 3,557
Other income (expense)..... (6) 2 13 83 55 729
------- ------- ------- ------- -------- --------
Income (loss) before income
taxes..................... (23) 162 1,458 5,182 3,305 4,286
Income taxes............... -- 42 561 2,030 1,322 1,672
------- ------- ------- ------- -------- --------
Net income (loss).......... $ (23) $ 121 $ 897 $ 3,152 $ 1,983 $ 2,614
======= ======= ======= ======= ======== ========
Net income (loss) per
common share.............. $ (0.00) $ 0.01 $ 0.04 $ 0.14 $ 0.09 $ 0.10
======= ======= ======= ======= ======== ========
Weighted average common and
common equivalent shares
outstanding(1)............ 17,542 17,542 21,710 21,811 21,751 25,728
======= ======= ======= ======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------- AS OF JUNE 30,
1993 1994 1995 1996 1997
---- ----- ------ ------- --------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (AT END OF
PERIOD):
Cash and cash equivalents.......... $ 5 $ 230 $3,780 $ 3,229 $28,742
Working capital.................... (82) (130) 552 7,001 51,690
Total assets....................... 97 627 6,192 14,216 61,504
Stockholders' equity (deficit)..... (77) 44 1,103 9,055 56,335
</TABLE>
- --------
(1) Computed on the basis described in Note 1 of Notes to Financial
Statements.
15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Yurie, founded in 1992, designs, manufactures, markets and services ATM
access products for telecommunications service providers, corporate end users
and government end users. The Company began developing ATM access products in
1994 and began product shipments in February 1995. Prior to 1995, the
Company's revenue was derived primarily from telecommunications consulting and
related services.
Today, the Company generates revenue primarily from the sale of the LDR200,
an ATM access product released in September 1996, and the LDR50, a related ATM
access product which was first shipped in March 1997. Yurie continues to
generate revenue from providing telecommunications and networking applications
consulting services, though these services generate an increasingly smaller
portion of total revenue. Since the release of the LDR100 in 1995, revenue
generated from the sale of the LDR products continues to represent an
increasingly larger portion of the Company's total revenue, and the Company
expects this trend to continue.
Since 1994, Yurie has had a significant strategic relationship with AT&T.
Under the AT&T Agreement, Yurie has granted AT&T the exclusive right to market
and sell the LDR100 and the LDR200, including future designs, upgrades
features and functionalities, in U.S. federal, state and local government
markets, as well as certain foreign government markets, through December 1998,
subject to AT&T's option to extend the AT&T Agreement in one-year periods
through December 2001. Under the AT&T Agreement, AT&T has guaranteed minimum
annual purchases for the LDR200, including future designs, upgrades features
and functionalities, of $10.0 million in each of 1997 and 1998. In 1994, 1995
and 1996 and the six months ended June 30, 1997, sales to AT&T represented
52.4%, 71.8%, 87.0% and 43.1%, respectively, of the Company's revenue. For the
year ended December 31, 1996, the Company shipped a total of $8.3 million of
LDR200s to AT&T, $1.8 million in excess of AT&T's 1996 purchase order
guarantee for this product of $6.5 million. During the six months ended June
30, 1997, the Company shipped to AT&T $6.0 million of LDR200s and LDR50s, a
product with features and functionalities similar to the LDR200, towards
AT&T's $10.0 million purchase order guarantee for 1997. See "Business--AT&T
Relationship."
The Company also has a significant customer relationship with Splitrock, a
Texas corporation that provides communications services specifically
configured to meet the needs of large network users. Splitrock has recently
purchased the Prodigy Network. During the first six months of 1997, Splitrock
purchased $4.8 million of LDR products from the Company. Yurie and Splitrock
recently entered into the Splitrock Agreement, which requires Splitrock to
purchase a minimum of $20.0 million of LDR products in the period from July
1997 to December 1998. Under the Splitrock Agreement, Yurie has also agreed to
provide services to support deployment and implementation of Yurie's products
in Splitrock's network on a time and materials basis. Kwok L. Li, the Chief
Technology Officer and Vice Chairman of the Board of Yurie, is currently the
majority shareholder and acting Chairman of the Board of Splitrock. See
"Business--Splitrock Relationship."
In August 1997, the Company signed a three-year OEM agreement with Lucent
Technologies. Under this agreement, Lucent will sell Yurie's LDR200 and LDR50
access products under the Lucent brand. Lucent has no minimum purchase
obligation under this agreement.
In September 1997, the Company entered into a three-year OEM agreement with
Bay Networks, Inc. under which Bay may order from the Company and sell under
Bay's brand name the Company's LDR products and related software. Pursuant to
this agreement, Bay has purchased approximately $2.4 million of the Company's
LDR products. Bay has no minimum purchase obligation under the agreement.
In 1995 and 1996, the Company generated non-recurring other revenue from
one-time fees earned under the technology evaluation portion of the AT&T
Agreement, which called for a total of $1.5 million to be earned over six
months beginning in August 1995. All product revenue arising from sales to
AT&T is presented net of the applicable discount. See "Business--AT&T
Relationship."
16
<PAGE>
Prior to the Company's granting AT&T the exclusive right to market and sell
LDR products in government markets, the Company made direct sales to certain
government agencies. Since the Company granted this right to AT&T, AT&T has
marketed and sold the Company's products to the government agencies to which
the Company initially made direct sales, and the Company expects that AT&T
will continue to market and sell Yurie's products to a substantial majority of
these agencies as well as additional government agencies. The Company has now
developed a direct sales force in order to pursue the telecommunications
service provider, private label partners and corporate end user markets. See
"Business--Customers and End Users."
Revenue from the sale of Yurie's LDR product line is recognized upon
shipment or upon acceptance of the product depending on the terms of sale.
Revenue from the provision of telecommunications and networking applications
consulting services is recognized as the services are performed. Payments
received in advance of product delivery or the performance of services are
recorded as unearned revenue and recognized upon shipment of product or
performance of services by the Company. The LDR200 and LDR50 purchase price
includes a standard warranty on parts and service, which provides that the
product will be free from defects for a period of one year from the date of
shipment. The Company does not generate revenue from extended service
contracts at this time. The Company is currently considering whether to
provide extended service for the Company's products through a third party or
in-house.
Cost of product revenue consists primarily of the direct material, direct
labor and subcontract expenses associated with manufacturing and shipping the
Company's LDR products. This cost also includes a reserve for warranty
expenses. Cost of service revenue consists primarily of direct labor expenses
associated with providing the Company's telecommunications and networking
applications consulting services. The Company's other revenue has no
associated direct costs.
The Company's operating expenses are composed of research and development,
sales and marketing and general and administrative expenses. Research and
development expenses consist primarily of personnel costs, as well as the cost
of materials, tools and other items associated with product development and
prototyping. All software development costs are included in research and
development expenses and have been expensed as incurred. Sales and marketing
expenses consist primarily of personnel costs, including commissions paid to
Company sales personnel, promotional costs and related operating expenses.
General and administrative expenses consist primarily of personnel costs
associated with general management, finance, information technology and
administration, as well as occupancy, accounting, legal and other general
operating expenses.
In view of the Company's rapid revenue growth, the Company believes that
period-to-period comparisons of its financial results are not necessarily
meaningful and should not be relied upon as an indication of future
performance. In addition, the Company's results of operations may fluctuate
from period to period in the future.
17
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain financial data expressed as a
percentage of total revenue, except other data, which is expressed as a
percentage of the applicable revenue type.
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------- ----------------
1994 1995 1996 1996 1997
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
Product revenue................ 0.0% 48.1% 86.7% 84.0% 90.3%
Service revenue................ 100.0 33.4 11.5 11.6 9.7
Other revenue.................. 0.0 18.5 1.8 4.4 0.0
------- ------- ------- ------- -------
Total revenue................ 100.0 100.0 100.0 100.0 100.0
Cost of revenue:
Cost of product revenue........ 0.0 22.2 31.4 26.8 33.2
Cost of service revenue........ 63.3 19.8 7.6 8.3 7.1
------- ------- ------- ------- -------
Total cost of revenue........ 63.3 42.1 39.0 35.1 40.3
------- ------- ------- ------- -------
Gross profit..................... 36.7 57.9 61.0 64.9 59.7
Operating expenses:
Research and development....... 3.5 7.2 17.8 15.3 17.3
Sales and marketing............ 0.0 0.0 7.2 3.2 12.0
General and administrative..... 19.2 26.6 12.5 9.5 12.1
------- ------- ------- ------- -------
Total operating expenses..... 22.7 33.8 37.5 28.0 41.4
------- ------- ------- ------- -------
Income (loss) from operations.... 14.1 24.2 23.5 36.9 18.3
Other income (expense)........... 0.1 0.2 0.5 0.6 3.8
------- ------- ------- ------- -------
Income (loss) before income
taxes........................... 14.2 24.4 24.0 37.5 22.1
Income taxes..................... 3.6 9.4 9.4 15.0 8.7
------- ------- ------- ------- -------
Net income (loss)................ 10.6% 15.0% 14.6% 22.5% 13.4%
======= ======= ======= ======= =======
OTHER DATA:
Gross margin
Product........................ 0.0% 53.8% 63.8% 68.1% 63.2%
Service........................ 36.7 40.6 34.4 28.6 27.1
</TABLE>
SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996
Revenue. Total revenue for the six months ended June 30, 1997 was $19.3
million, compared with $8.8 million for the six months ended June 30, 1996.
This 119.0% increase resulted primarily from an increase in sales of the
Company's LDR products, and particularly from increased product sales to
commercial customers. Product revenue was $17.4 million during the six months
ended June 30, 1997 compared with $7.4 million during the six months ended
June 30, 1996. Of this $17.4 million in product revenue, $10.3 million, or
59.5%, resulted from sales to commercial customers. There were no sales to
commercial customers in the six months ended June 30, 1996. Of the $17.4
million in product sales in the six months ended June 30, 1997, $4.8 million
were made to Splitrock. An additional $6.0 million in product revenue resulted
from sales to AT&T under the AT&T Agreement. In the six months ended June 30,
1996, 100% of product revenue resulted from sales to AT&T under the AT&T
Agreement.
Service revenue was $1.9 million in the six months ended June 30, 1997,
compared with $1.0 million in the six months ended June 30, 1996. This 84.0%
increase was attributable to growth in both the number and size of contracts
with U.S. government customers and government contractors. Other revenue in
the
18
<PAGE>
six months ended June 30, 1996 totaled $392,000, coming from fees earned under
the AT&T Agreement, which called for a total of $1.5 million to be earned over
the six months beginning in August 1995.
Gross Profit. Gross profit increased to $11.5 million in the six months
ended June 30, 1997 from $5.7 million in the six months ended June 30, 1996.
Gross margins were 59.7% and 64.9% during the six months ended June 30, 1997
and June 30, 1996, respectively. The decline in gross margin was due to an
increase in product cost of goods sold, to 36.8% of product revenue in the six
months ended June 30, 1997 from 31.9% of product revenue in the six months
ended June 30, 1996. This reflects the migration of the Company's cost
structure to a commercially sustainable model, both for commercial and
government market sales. Cost of service revenue also increased to 72.9% of
service revenue in the six months ended June 30, 1997, from 71.4% in the six
months ended June 30, 1996. The higher gross margin in the six months ended
June 30, 1996 was also due to the inclusion of $392,000 in fees earned under
an agreement with AT&T which had no associated direct cost.
Research and Development. Research and development expenses were $3.3
million, or 17.3% of total revenue, in the six months ended June 30, 1997,
compared with $1.3 million, or 15.3% of total revenue, in the six months ended
June 30, 1996. This increase was due primarily to the hiring of additional
engineering personnel and increased prototyping expenses related to the
development of the Company's LDR products.
Sales and Marketing. Sales and marketing expenses were $2.3 million, or
11.9% of total revenue, in the six months ended June 30, 1997, compared with
$286,000, or 3.2% of total revenue, in the six months ended June 30, 1996.
This increase resulted primarily from the hiring of sales and marketing
personnel to support generally the Company's entry into the commercial
marketplace, and specifically, the release of the Company's LDR200 product.
General and Administrative. General and administrative expenses increased to
$2.3 million in the six months ended June 30, 1997 from $836,000 in the six
months ended June 30, 1996. This increase was due primarily to higher
personnel expenses related to increased staffing in finance, information
technology and administration undertaken in support of the Company's growth.
Also, in June 1997, the Company again relocated its operations to larger,
leased facilities, resulting in higher occupancy costs in the six months ended
June 30, 1997. As a percentage of total revenue, general and administrative
expenses were 12.1% and 9.5% in the six months ended June 30, 1997 and June
30, 1996, respectively.
Provision for Income Taxes. The provision for income taxes in the six months
ended June 30, 1997 was $1.7 million, resulting in an effective tax rate of
39.0%. In the six months ended June 30, 1996, the provision was $1.3 million,
resulting in an effective tax rate of 40.0%.
YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995
Revenue. Total revenue for 1996 was $21.6 million, compared with $6.0
million for 1995. This increase resulted primarily from an increase in sales
of the Company's LDR products. Product revenue was $18.7 million during 1996
compared with $2.9 million during 1995. The Company also experienced a 25.0%
increase in service revenue in 1996 compared to 1995, attributable to growth
in both the number and size of contracts with U.S. government customers and
government contractors. Other revenue in both periods came from fees earned
under the AT&T Agreement, which called for a total of $1.5 million to be
earned over the six months beginning in August 1995.
During 1996 and 1995, product sales to and service contracts with U.S.
government customers and government contractors comprised 96.3% and 100.0% of
total revenue, respectively. Sales to or through AT&T represented $17.4
million, or 92.9% of product revenue during 1996 compared with $1.6 million,
or 57.3% of product revenue during 1995. Sales to or through AT&T represented
87.0% and 71.8% of total revenue during 1996 and 1995, respectively.
19
<PAGE>
Gross Profit. Gross profit increased to $13.2 million in 1996 from $3.5
million in 1995. Gross margins were 61.0% and 57.9% during 1996 and 1995,
respectively. The improvement in gross margins was due primarily to the more
rapid growth in product revenue, which has a higher gross margin than the
Company's service revenue. During 1996, product gross margin was 63.8%
compared with service gross margin of 34.4%. During 1995, product gross margin
was 53.8% compared with service gross margin of 40.6%.
Research and Development. Research and development expenses were $3.8
million, or 17.8% of total revenue, in 1996, compared with $428,000 or 7.2% of
total revenue, in 1995. This increase was due primarily to the hiring of
additional engineering personnel and increased prototyping expenses related to
the development of the Company's LDR products.
Sales and Marketing. Sales and marketing expenses were $1.5 million, or 7.2%
of total revenue, in 1996. The Company incurred no sales and marketing
expenses in 1995. The expenses incurred during 1996 resulted from the hiring
of sales and marketing personnel to support the release of the Company's
LDR200 product, and the Company's entry into the telecommunications service
provider and corporate end user markets.
General and Administrative. General and administrative expenses increased to
$2.7 million in 1996 from $1.6 million in 1995. This increase was due
primarily to higher personnel expenses, related to increased staffing in
finance, information technology and administration undertaken in support of
the Company's growth. Also, on June 1, 1996, the Company began a phased
relocation of its operations to a larger, leased facility, resulting in higher
occupancy costs. As a percentage of total revenue, general and administrative
expenses were 12.5% and 26.6% in 1996 and 1995, respectively. The decrease as
a percent of total revenue between the two years was due to the Company's
significant increase in total revenue.
Provision for Income Taxes. The provision for income taxes in 1996 was $2.0
million, resulting in an effective tax rate of 39.2%. In 1995, the provision
was $561,000, resulting in an effective tax rate of 38.5%.
YEAR ENDED DECEMBER 31, 1995 COMPARED WITH YEAR ENDED DECEMBER 31, 1994
Revenue. Total revenue in 1995 was $6.0 million, compared with $1.1 million
in 1994. This increase was due primarily to three factors. The Company had
$2.9 million in revenue from product sales in 1995 compared with none in 1994.
Service revenue increased to $2.0 million in 1995 from $1.1 million in 1994 as
a result of growth in both the number and size of contracts with U.S.
government customers and government contractors. Also, the Company had $1.1
million of other revenue in 1995 from fees earned under the AT&T Agreement
compared with none in 1994.
During both 1995 and 1994, U.S. government customers and government
contractors comprised 100.0% of total revenue. Sales to or through AT&T
represented 57.3% of product revenue in 1995 and 71.8% and 52.4% of total 1995
and 1994 revenues, respectively.
Gross Profit. Gross profit increased to $3.5 million in 1995 from $420,000
in 1994. Gross margins were 57.9% and 36.7% for 1995 and 1994, respectively.
The improvement in 1995 was due primarily to the commencement of product
sales, which have higher gross margins than the Company's service revenue. In
1995, product gross margin was 53.8% compared with service gross margin of
40.6%. In 1994, service gross margin was 36.7%.
Research and Development. Research and development expenses were $428,000,
or 7.2% of total revenue in 1995, compared with $40,000, or 3.5% of total
revenue, in 1994. The increase was due primarily to the hiring of additional
engineering personnel related to development of the Company's LDR product
line.
20
<PAGE>
Sales and Marketing. The Company incurred no sales and marketing expenses
for either 1995 or 1994.
General and Administrative. General and administrative expenses were $1.6
million, or 26.6% of total revenue in 1995, compared with $219,000, or 19.2%
of total revenue, in 1994. Both the dollar amount and percent of total revenue
increases were due primarily to 1995 bonus payments totaling $1.1 million.
These bonuses were paid primarily to senior executives of the Company. The
Company also increased its personnel-related and general operating expenses in
support of its sales growth.
Provision for Income Taxes. The provision for income taxes in 1995 was
$561,000, resulting in an effective tax rate of 38.5%. In 1994, the provision
was $42,000, resulting in an effective tax rate of 25.6%. The lower effective
tax rate in 1994 was due primarily to the Company being in a lower tax bracket
and a net operating loss carryforward.
21
<PAGE>
QUARTERLY INFORMATION--UNAUDITED
The following table presents unaudited statement of operations data for each
of the ten quarters in the period ended June 30, 1997. This information has
been prepared by the Company on a basis consistent with the Company's audited
financial statements and includes all adjustments (consisting only of normal
recurring adjustments) that management considers necessary for a fair
presentation of the data. These quarterly results are not necessarily
indicative of future results of operations and may fluctuate, depending on the
timing of new product introductions, market acceptance of enhanced or new
versions of Yurie's products, the size and timing of individual orders of the
Company's products, price reductions by the Company, changes in the Company's
distribution channels, the addition or loss of significant customers, the
Company's ability to obtain components for its products and general economic
conditions. This information should be read in conjunction with the Company's
Financial Statements and Notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30,
1995 1996 1995 1995 1996 1996 1996 1996 1997 1997
--------- -------- --------- -------- --------- -------- --------- -------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Product revenue....... $695 $ 830 $1,140 $ 204 $2,804 $4,588 $5,632 $5,705 $7,433 $ 9,967
Service revenue....... 156 354 534 949 591 430 601 868 923 956
Other revenue......... -- -- 250 858 392 -- -- -- -- --
---- ------ ------ ------ ------ ------ ------ ------ ------ -------
Total revenue......... 851 1,184 1,924 2,011 3,787 5,018 6,233 6,573 8,356 10,923
Cost of revenue:
Cost of product
revenue.............. 318 375 526 107 735 1,623 2,179 2,247 2,807 3,589
Cost of service
revenue.............. 86 235 375 488 413 316 366 541 623 747
---- ------ ------ ------ ------ ------ ------ ------ ------ -------
Total cost of
revenue.............. 404 610 901 595 1,148 1,939 2,545 2,788 3,430 4,336
---- ------ ------ ------ ------ ------ ------ ------ ------ -------
Gross profit........... 447 574 1,023 1,416 2,639 3,079 3,688 3,785 4,926 6,586
Operating expenses:
Research and
development.......... 20 30 36 342 402 944 1,034 1,467 1,570 1,759
Sales and marketing... -- -- -- -- 49 237 504 757 1,115 1,181
General and
administrative....... 374 192 719 303 471 365 897 966 1,001 1,328
---- ------ ------ ------ ------ ------ ------ ------ ------ -------
Total operating
Expenses............. 394 222 755 645 922 1,546 2,435 3,190 3,686 4,268
---- ------ ------ ------ ------ ------ ------ ------ ------ -------
Income from
operations............ 53 352 268 771 1,717 1,533 1,253 595 1,240 2,318
Other income........... -- -- 3 10 39 15 8 21 264 465
---- ------ ------ ------ ------ ------ ------ ------ ------ -------
Income before income
taxes................. 53 352 271 781 1,756 1,548 1,261 616 1,504 2,783
Income taxes........... 20 135 104 300 702 619 504 203 589 1,084
---- ------ ------ ------ ------ ------ ------ ------ ------ -------
Net income............. $ 33 $ 217 $ 167 $ 481 $1,054 $ 929 $ 757 $ 413 $ 915 $ 1,699
==== ====== ====== ====== ====== ====== ====== ====== ====== =======
</TABLE>
22
<PAGE>
The following table sets forth certain financial data expressed as a
percentage of total revenue:
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30,
1995 1996 1995 1995 1996 1996 1996 1996 1997 1997
--------- -------- --------- -------- --------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Product revenue....... 81.7% 70.1% 59.2% 10.1% 74.0% 91.4% 90.4% 86.8% 89.0% 91.2%
Service revenue....... 18.3 29.9 27.8 47.2 15.6 8.6 9.6 13.2 11.0 8.8
Other revenue......... 0.0 0.0 13. 0 42.7 10.4 0.0 0.0 0.0 0.0 0.0
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total revenue......... 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Cost of revenue:
Cost of product
revenue.............. 37.4 31.7 27.3 5.3 19.4 32.3 35.0 34.2 33.6 32.9
Cost of service
revenue.............. 10.1 19.8 19.5 24.3 10.9 6.3 5.9 8.2 7.4 6.8
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total cost of
revenue.............. 47.5 51.5 46.8 29.6 30.3 38.6 40.8 42.4 41.0 39.7
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Gross profit........... 52.5 48.5 53.2 70.4 69.7 61.4 59.2 57.6 59.0 60.3
Operating expenses:
Research and
development.......... 2.4 2.5 1.9 17.0 10.6 18.8 16.6 22.3 18.8 16.1
Sales and marketing... 0.0 0.0 0.0 0.0 1.3 4.7 8.1 11.5 13.3 10.8
43.9 16.2 37.4 15.1 12.4 7.3 14.4 14.7 12.0 12.2
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
46.3 18.8 39.2 32.1 24.3 30.8 39.1 48.5 44.1 39.1
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from
operations............ 6.2 29.7 13.9 38.3 45.3 30.6 20.1 9.1 14.9 21.2
Other income........... 0.0 0.0 0.2 0.5 1.0 0.3 0.1 0.3 3.1 4.3
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income before income
taxes................. 6.2 29.7 14.1 38.8 46.4 30.8 20.2 9.4 18.0 25.5
Income taxes........... 2.4 11.4 5.4 14.9 18.5 12.3 8.1 3.1 7.0 9.9
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net income............. 3.9% 18.3% 8.7% 23.9% 27.8% 18.5% 12.1% 6.3% 11.0% 15.6%
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its working capital and capital expenditure
requirements primarily from the proceeds of its February 1997 initial public
offering. At June 30, 1997, the Company had cash and cash equivalents of $28.7
million, short term investments of $12.9 million and working capital of $51.7
million. This compares to cash and cash equivalents of $3.2 million, no short
term investments and working capital of $7.0 million at December 31, 1996. The
Company has no long term debt.
The Company used $3.5 million in cash for operations in the six months ended
June 30, 1997, primarily to fund its growth. Accounts receivable and inventory
increased by $3.9 million and $1.4 million, respectively, from December 31,
1996 to June 30, 1997, reflecting growth associated with the Company's
expansion of its product line and increased sales to commercial customers.
Interest receivable increased by $406,000, reflecting the investment of
proceeds from the Company's February 1997 initial public offering. The Company
also made $740,000 in reimbursable advances related to the relocation to its
new headquarters facility. Accounts payable decreased by $303,000 and income
taxes payable increased by $742,000 from December 31, 1996 levels. Accrued
expenses increased by $137,000. The significant components of this increase
were a $653,000 decrease in deferred offering costs and a $635,000 increase in
warranty accrual. The Company anticipates that the warranty accrual portion of
accrued liabilities may fluctuate significantly from period to period due to
the timing of customer upgrades and other warranty work.
23
<PAGE>
Cash used in investing activities was $15.8 million for the six months ended
June 30, 1997. Short term investments increased by $12.9 million from December
31, 1996 to June 30, 1997, resulting from the investment of certain proceeds
of the Company's initial public offering. An additional $2.9 million was used
for the purchase of property and equipment, primarily computer hardware and
software and assembly and test equipment.
Financing activities generated cash of $44.6 million in the first six months
of 1997, reflecting the receipt of proceeds, net of offering costs, from the
Company's February 1997 initial public offering, as well as the exercise of
certain employee stock options. The Company sold 4.0 million shares of common
stock at $12.00 per share in its February 1997 initial public offering.
In June 1997, Yurie relocated its headquarters to a 137,000 square foot
leased facility located at 8301 Professional Place, Landover, Maryland. The
lease on this facility expires on November 30, 2004, with an optional 5-year
extension. Pursuant to this lease, the Company is required to maintain a
letter of credit in favor of the landlord in the amount of $1,000,000 to be
reduced in monthly increments of $83,333.33 beginning in December 1997. The
rent and other expenses associated with this new lease represent a significant
increase in the Company's occupancy costs. The Company believes, however, that
this relocation was necessary to facilitate and support the Company's growth,
and that the additional costs will not have a material adverse effect on the
Company's financial condition and operating results.
To date, inflation has not had a material impact on the Company's financial
results.
RECENT DEVELOPMENTS
On October 14, 1997, the Company announced that revenue for the third
quarter of fiscal year 1997 was $14.1 million, representing a 126% increase
over the $6.2 million reported in the third quarter of 1996 and a 29%
sequential increase over the $10.9 million reported in the second quarter of
1997. For the first nine months of 1997, the Company's revenue totaled $33.4
million, a 122% increase over the $15.0 million reported in the same nine
month period of 1996.
Net income for the third quarter of 1997 was $2.4 million, or $0.09 per
share, a 213% increase over the $756,000 in net income, or $0.03 per share,
reported in the third quarter of 1996, and a 39% sequential increase over the
$1.7 million in net income, or $0.06 per share, reported in the second quarter
of 1997. For the first nine months of 1997, net income was $5.0 million, or
$0.19 per share, an 82% increase over the $2.7 million in net income, $0.13
per share, reported in the same nine month period of 1996.
The Company's continued strong revenue growth during both the third quarter
and the first nine months of 1997 was due largely to increased sales of its
LDR ATM access products, and particularly from the Company's continued
expansion of product sales to commercial customers. During the third quarter
of 1997, product revenue was $13.0 million, a 132% increase over the third
quarter of 1996 and a 31% sequential increase over the second quarter of 1997.
Virtually all of the Company's $13.0 million in product sales, in the third
quarter of 1997 were to commercial customers, up from $6.9 million, or 69% of
product sales, in the second quarter of 1997.
Of the Company's third quarter product sales, $6.6 million were to
Splitrock. Also in the third quarter, Yurie recognized revenue for the first
time from its strategic partners, Lucent Technologies, Bay Networks, and AG
Communications, all of whom have entered into multiyear OEM agreements with
Yurie. In addition, $2.0 million of the Company's third quarter product sales
were to customers in the Pacific Rim.
Service revenue for the quarter totaled $1.0 million, representing a 72%
increase over the $601,000 reported in the third quarter of 1996. For the
first nine months of 1997, the Company's service revenue totaled $2.9 million,
an 80% increase over the $1.6 million reported in the same nine month period
of 1996.
24
<PAGE>
BUSINESS
Yurie designs, manufactures, markets and services ATM access equipment for
telecommunications service providers, Internet service providers corporate end
users and government end users. ATM is a standard for packaging and switching
digital information that facilitates high speed information transmission with
a high degree of efficiency. End users of telecommunications services have
traditionally maintained separate WANs for transmitting voice, data, video and
other electronic information among geographically dispersed locations. ATM
technology is conducive to consolidating these networks. The network
consolidation brought about by employing ATM access platforms can provide
savings in WAN communications costs and simplify network management.
Yurie is a leading supplier of ATM access products. The Company's LDR100,
introduced in February 1995, was one of the first commercially available ATM
access products. The LDR200, designed primarily for telecommunications
carriers and Internet service providers, was released in September 1996. The
LDR50, designed for mid-size to large corporate offices, was released in March
1997. The Company designed its ATM access products to be flexible and
scaleable, so that customers can realize the benefits of ATM while preserving
their investments in existing equipment. The LDR products adhere to industry-
wide technical standards, allowing users to integrate the products into
current networks operating with other standards-compliant products. Yurie's
proprietary AQueMan algorithm allows the LDR products to reduce network
congestion while maintaining quality of service. The Company's LANET framing
protocol is capable of transporting ATM traffic over circuits of varying speed
and quality, including poor quality circuits. The Company's ATM access
products incorporate a variety of value-added features, including compact
size, scaleability, reliability and a broad variety of access interfaces.
The Company's strategy centers on maintaining its technological leadership,
developing the telecommunications service provider, private label partner and
corporate end user markets while continuing to pursue government end users,
developing international markets and building strategic relationships. To
enhance its distribution efforts and pursue the telecommunications service
provider, private label partners and corporate end user markets, the Company
has established a nationwide direct sales force which currently consists of 15
sales personnel.
Since 1994, Yurie has had a significant strategic relationship with AT&T.
Under the AT&T Agreement, Yurie has granted AT&T the exclusive right to market
and sell the LDR100 and the LDR200, including future designs, upgrades
features and functionalities, in U.S. federal, state and local government
markets, as well as certain foreign government markets, through December 1998,
subject to AT&T's option to extend the AT&T Agreement in one-year periods
through December 2001. Under the AT&T Agreement, AT&T has guaranteed minimum
annual purchases for the LDR200, including future designs, upgrades features
and functionalities, of $10.0 million in each of 1997 and 1998.
The Company also has a significant customer relationship with Splitrock, a
Texas corporation that provides communications services specifically
configured to meet the needs of large network users. Splitrock has recently
purchased the Prodigy Network. Yurie and Splitrock recently entered into the
Splitrock Agreement, which requires Splitrock to purchase a minimum of $20.0
million of LDR products in the period from July 1997 to December 1998. Under
the Splitrock Agreement, Yurie has also agreed to provide services to support
deployment and implementation of Yurie's products in Splitrock's network on a
time and materials basis. Kwok L. Li, the Chief Technology Officer and Vice
Chairman of the Board of Yurie, is currently the majority shareholder and
acting Chairman of the Board of Splitrock. See "Certain Transactions."
In August 1997, the Company signed a three-year OEM agreement with Lucent
Technologies. Under this agreement, Lucent will sell Yurie's LDR200 and LDR50
access products under the Lucent brand. Lucent has no minimum purchase
obligation under this agreement.
In September 1997, the Company entered into a three-year OEM agreement with
Bay Networks, Inc. under which Bay may order from the Company and sell under
Bay's brand name the Company's LDR products and related software. Pursuant to
this agreement, Bay has purchased approximately $2.4 million of the Company's
LDR products. Bay has no minimum purchase obligation under the agreement.
25
<PAGE>
INDUSTRY BACKGROUND
Deregulation of the U.S. telecommunications industry, which began with the
breakup of AT&T in 1984, has triggered significant competition for the
provision of both long distance and local telecommunications services. The
recent adoption of the Telecommunications Act of 1996 is likely to create even
more competition over the next few years. The international market has also
experienced increased deregulation, liberalization, privatization and the
emergence of new wireline and wireless alternatives to traditional carrier
services. In this intensely competitive environment, telecommunications
service providers throughout the world are seeking to differentiate
themselves, in part, by offering enhanced services based on new and emerging
technologies.
Industry surveys show that both voice and data traffic are continuing to
expand. Businesses have increasingly deployed communications technology to
link remote sales offices, home offices, mobile offices and geographically
dispersed customers and suppliers. These businesses use increasingly powerful
computer technologies that enable new multimedia applications integrating
data, voice and video. The volume of network traffic has also grown
dramatically due to traffic on the Internet, a rapidly growing global web of
networks that permits users to communicate, share information and conduct
business throughout the world. Businesses demand telecommunications services
that provide significantly higher transmission capacity or bandwidth, the
flexibility to choose among services with varying bandwidths and the ability
to access communications services from remote locations.
Driven by this combination of increased demand and competition, WAN
technology has made significant advances. Current WAN technology permits users
in geographically dispersed locations to communicate. However, most existing
networks have had difficulty keeping pace with the increase in WAN traffic,
resulting in network congestion and related performance inefficiencies.
Today's Networking Technologies
Time division multiplexing ("TDM") and frame relay are the networking
technologies currently most widely deployed in WANs. TDM, which was one of the
first technologies developed to send traffic through circuits across a WAN,
operates by dedicating a circuit--or fixed amount of bandwidth--to each end
device. TDM's use of dedicated circuits provides high quality service for all
network traffic, whether data, voice or video. Since information is not
continuously transmitted, however, the dedicated circuits are often idle. This
results in inefficient use of expensive bandwidth and high cost to TDM network
users.
Frame relay was introduced in 1990 as a method of connecting local area
networks ("LANs") over WANs by using flexible bandwidth allocation to lower
the cost of transmission. Frame relay uses "packets" or "frames" to transmit
traffic, thereby allowing the same bandwidth to be shared by many users, each
using the bandwidth only for the time required to transmit a packet. Designed
primarily for data transmission, frame relay cannot guarantee the high quality
transmission of voice and video. Currently, frame relay is widely used to
transmit data over WANs, including the Internet. Due to the substantial
increase in data traffic over WANs, however, today's frame relay networks are
being used to transmit more traffic than they were designed to support,
resulting in network congestion.
To increase a frame relay network's switching capacity to meet increased
data demands and alleviate congestion, sophisticated software is required. To
run this software, the network must be upgraded with powerful, intelligent
processors. The costs of these high-end processors required to switch frame
relay traffic at the speeds needed in today's data network backbones are very
high. Therefore, as data traffic increases, upgrading the frame relay network
becomes more costly and inefficient and ultimately impractical.
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<PAGE>
The Emergence of ATM as a Standard
Faced with the limitations of frame relay, telecommunications service
providers are installing ATM switches in the "backbones" of their existing
networks. ATM segments data, voice and video traffic into small, uniform-sized
"cells," rather than the larger, variable-size "packets" or "frames" used in
frame relay. The addition of ATM backbone switches upgrades a network's
performance by increasing switching capabilities at the network's core. ATM's
cell-based architecture increases bandwidth utilization and seeks to provide
consistent quality of service and predictability for all traffic types. ATM is
also an enabling technology, making possible new network applications such as
video distribution, medical imaging and collaborative computing, all of which
would be impractical with conventional network technologies.
ATM is the first standard protocol to permit reliable service for all
traffic types, allowing the consolidation of TDM and frame relay networks into
a single ATM network for data, voice and video. A single ATM network offers
the potential for economies of scale and streamlining of network operations.
ATM technology has been approved by both the ATM Forum, a group of equipment
manufacturers, telecommunications service providers and end users, and the ITU
as a standard in both the computer and telecommunications industries. The
standardization of ATM has allowed for compatibility of ATM equipment and
interoperability of ATM among a wide variety of interfaces and vendors, which
the Company believes will result in the widespread adoption of ATM.
Current Status of ATM
The U.S. government was among the first to deploy ATM technology. Its
initial decision to use ATM was motivated by its desire to consolidate many
discrete networks onto a single network, thus significantly reducing cost. The
U.S. government was able to deploy ATM across geographic boundaries because
ATM was quickly accepted as an international standard, and the government soon
discovered the effectiveness and efficiency of ATM as a global networking
technology.
Several telecommunications service providers began offering trial ATM
services in the early 1990s. These services were available only for high speed
traffic and at high prices and, therefore, made ATM attractive only to
"bandwidth hungry" users and limited ATM deployment within the providers'
networks. Driven by increasing competition and the rapid growth of data
traffic on frame relay systems, a number of telecommunications service
providers began deploying ATM for use in their network backbones to manage
heavy loads of user traffic and thereby relieve network congestion. Until
recently, providers have continued to install ATM primarily in their network
backbones and typically have not offered ATM service directly to end users.
End users have generally continued to use a costly mix of frame relay and TDM,
along with leased communications lines, to meet their data, voice and video
transport needs.
The major telecommunications service providers have announced plans to begin
offering ATM services directly to end users at prices competitive with similar
frame relay and TDM access services To utilize these direct ATM services, an
end user needs ATM access products either located at the local office of a
telecommunications service provider (in close proximity to the end user) or
deployed by the end user in its private network. Access products provide the
end user with network access through multiple network interfaces, traffic
concentration and data protocol translation.
ATM access products are well suited to provide efficient connectivity to ATM
networks, facilitate transmission of a variety of traffic types at varying
speeds and accommodate a mix of end user applications on a single network. In
addition, ATM access products have the potential to lower the cost to end
users of transmitting data, voice and video communications. For these reasons,
the Company believes that ATM access products, over time, will supplant TDM
and frame relay access products in WANs. Vertical Systems, a leading industry
research firm, estimates that the ATM access equipment market will be $122.4
million in 1997 and will exceed $646 million by the year 2000.
27
<PAGE>
THE CHALLENGES OF WIDESPREAD ATM ACCESS
Before telecommunications service providers and end users can fully deploy
ATM, several problems relating to the ATM access layer must be solved.
Quality of Service and Network Congestion
The architects of early ATM products focused almost exclusively on data
applications and did not fully implement ATM's traffic management capabilities
for voice and video. However, today's mixed-services environment demands
sophisticated traffic management to provide the level of bandwidth utilization
that makes a single ATM network more cost effective than separate voice and
data networks. An ATM network must be capable of delivering high quality
service for all traffic types, notwithstanding high levels of utilization.
Support for Limited Circuit Types
ATM was originally conceived for use only on high quality fiber optic
circuits (e.g., T3/E3, OC-3c and STM-1). At the access layer, however,
circuits come in all varieties, including wireless, copper and satellite. On
these circuits, quality may be affected by atmospheric conditions, interfering
transmissions or defects in the circuits themselves. Transmission on lower
quality or "noisy" circuits frequently results in uncorrectable errors and
corruption in the network. The inability of early ATM products to transmit
reliably over lower-quality circuits has limited the use of ATM to high
quality circuits, thereby limiting widespread ATM access.
Need for Additional Product Features
Early ATM access products did not meet the requirements of
telecommunications service providers and end users because they lacked
important features:
Size and Scaleability. Telecommunications service providers, who often
house thousands of pieces of equipment in their central offices, and end
users, who incur costs for each square foot of office space, place a
premium on space. To be attractive to telecommunications service providers
and end users, an ATM access product must offer the required functionality
in a compact package. At the same time, an access product must be scaleable
to permit telecommunications service providers and end users to upgrade
performance and capacity through minimal additions to existing equipment.
Early ATM access products were physically large relative to their
capacities.
Reliability. Service interruptions can be disastrous to
telecommunications service providers and end users, who need reliable
products designed for continuous utilization. Redundant features are
essential to the reliability of an access product. Early ATM access
products provided little redundancy, typically limited to power supply.
Products deployed to deliver public services or to carry mission-critical
traffic across a private network must offer multiple levels of redundancy
for a broad variety of features, including central processing unit, clock,
backplane and interface cards.
Access Interfaces. Early ATM access products generally did not interface
with a wide range of standard communications equipment, such as private
branch exchanges, video decoders, LAN routers, hubs and switches and IBM
SNA-based equipment. This limited the utility of these products because
users frequently employ a variety of non-ATM equipment.
THE YURIE SOLUTION
Yurie has developed ATM access products that are designed to meet the
challenges of widespread ATM deployment. These products are capable of
furnishing telecommunications service providers, corporate end users and
government end users with flexible, cost-effective and reliable access to
present and future ATM-based services. The Company's product family includes
the LDR100, released in February 1995; the LDR200, released in September 1996;
and the LDR50, released in March 1997. The LDR100, the
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<PAGE>
LDR200 and the LDR50 have been engineered with a set of Company-developed
technologies designed to solve the current problems of ATM access. These
technologies include AQueMan, a proprietary queuing algorithm designed to
maximize bandwidth utilization while preserving quality of service, and LANET,
a robust framing protocol that facilitates ATM deployment over low quality
circuits. In addition, the LDR products offer value-added features, such as
compact size, scaleability and reliability. The LDR200 and the LDR50 are both
compatible with a wide range of interfaces.
Quality of Service and Reduced Network Congestion
Yurie developed AQueMan to reduce network congestion while preserving
quality of service. AQueMan is a queuing algorithm that establishes separate
queues for time-sensitive traffic (typically voice) and loss-sensitive traffic
(typically data) and prioritizes traffic within these separate queues. This
technique reduces cell loss for loss-sensitive traffic and cell delay for
time-sensitive traffic, thereby allowing higher quality of service and more
optimal use of bandwidth. Time-sensitive cells are transmitted ahead of loss-
sensitive cells, but have a higher probability of being selectively deleted
during network congestion than loss-sensitive cells. In addition, when
comparing cells of the same traffic type (e.g., voice-to-voice or data-to-
data), AQueMan is able to ensure that more important time-sensitive traffic
will experience less delay and more important loss-sensitive traffic will have
a lower probability of being selectively deleted. With AQueMan, the LDR
products can meet the ATM Forum's quality of service standards for constant
bit rate, variable bit rate and unspecified bit rate traffic management even
during periods of network congestion. Through the use of AQueMan, Yurie's LDR
products substantially reduce the expense of sending information over a WAN by
achieving higher levels of bandwidth utilization.
Support for Many Circuit Types
Yurie developed LANET, a robust framing protocol that enables the transport
of ATM cells on any transmission medium, including low-speed and/or low-
quality circuits. LANET is particularly beneficial in wireless environments
(e.g., satellite, cellular and microwave), which often suffer from high bit
error rates and blocks of errors due to interfering transmissions or adverse
conditions such as inclement weather. LANET provides a framing structure that
allows ATM cells to be "multiplexed" into serial bit streams for transmission
over a single channel. This framing structure, which is scaleable to conform
to the transmission speed of the circuit, provides an embedded network
synchronization capability required for serving isochronous applications such
as voice and real-time video. LANET's simple framing structure makes the
required communication link synchronization relatively easy even in a noisy
environment. The Company's LDR products include a combination of LANET, Reed
Solomon forward error correction and error-tolerant addressing, which enable
the products to significantly increase the reliability of transmission of ATM
cells over noisy circuits.
Other Value-Added Product Features
Yurie's products incorporate a wide variety of value-added features,
including the following:
Size and Scaleability. The LDR products are compact and can be easily
upgraded. A single LDR200 platform occupies significantly less space than
early ATM access products and can be upgraded with minimal additional space
and at minimal cost. Also, because the LDR50 and the LDR200 support the
same I/O and server modules, customers whose configurations outgrow the
LDR50's four user slots can upgrade to the LDR200 (which has 11 or 15 user
slots, depending on chassis size) with minimal expense.
Reliability. Yurie's LDR200 satisfies a telecommunications service
providers' need for reliability, offering uninterrupted service through
comprehensive redundancy options, including power, central processing unit,
clock, backplane and interface cards.
Wide Variety of Access Interfaces. Yurie's ATM access products are built
to interface with a wide variety of standard communications equipment
including private branch exchanges, video
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<PAGE>
decoders, LAN routers, hubs and switches and IBM SNA-based equipment. In
addition, the LDR product line is designed to allow for the easy addition
of new interfaces as they emerge.
STRATEGY
A recent Vertical Systems' report estimates that Yurie Systems will be the
leader in the ATM access market, capturing an estimated 28.3% of the $122.4
million world-wide ATM access equipment market in 1997. Yurie's objective is
to remain a leading provider of ATM access equipment to both
telecommunications service providers and end users. The key elements of
Yurie's strategy are as follows:
Maintain Technology Leadership. Yurie is a leader in developing new
technology for the ATM access market. The Company's LANET framing protocol
was among the first technologies to facilitate ATM access at low speeds and
across noisy circuits. Yurie's AQueMan queuing algorithm was one of the
first to establish separate queues for voice and data and prioritize
traffic types within each queue to improve quality and maximize bandwidth
utilization. Yurie intends to continue to develop additional product
features and network interfaces while reducing production costs. Yurie
plans to continue to commit substantial resources to its active research
and development program so it can remain in the forefront of ATM product
development and maintain its position as a technology leader in the
emerging ATM access market.
Focus on ATM Access Solutions. Most ATM equipment suppliers have focused
on designing and marketing products that can be used as backbone switches
at major switching centers. Yurie, by contrast, has concentrated on
developing ATM access products which act as gateways for non-ATM equipment
and concentrators for lower speed ATM circuits. Yurie believes that by
continuing to focus on this market segment and developing cost effective
products designed specifically to provide ATM access, it can strengthen its
current market position.
Develop the Telecommunications Service Provider, Private Label Partner
and Corporate End User Markets. The Company has successfully marketed its
ATM access products to government end users and believes that the
government's demand for these products will increase. Yurie intends to
continue to market its products to the government through its strategic
relationship with AT&T. The Company believes, however, that the market for
ATM access products among telecommunications service providers, private
label partners and corporate end users has greater potential than the
government end user market. These customers should benefit greatly from an
ATM access platform that can combine voice, video and data on a single ATM
network. Yurie's LDR products are specifically designed to be attractive to
these customers because they can connect to a variety of standard central
office and customer premises equipment.
Yurie has implemented a sales and pricing strategy that targets both the
telecommunications service provider, private label partner and corporate
end user markets. The Company recently signed three-year OEM agreements
with each of Lucent Technologies and Bay Networks under which each of
Lucent and Bay may sell Yurie's LDR products under their respective brands.
The Company is also pursuing other private label agreements to extend its
coverage of the access market. In addition, the Company is expanding its
direct sales force, particularly in the geographic areas where the
telecommunications service provider, private label partner and corporate
end user markets are concentrated. This direct sales force is currently
comprised of 15 direct sales personnel who have all had prior experience in
commercial sales of networking and/or telecommunications products.
Develop International Markets. Since ATM is an international standard,
Yurie believes that the potential market for its ATM access products is
global in scope. Yurie has begun to establish a sales and support
organization in Europe and Asia, and to develop the product features and
obtain the certifications required to pursue international markets. Yurie
believes that international sales will provide an increasing portion of its
revenues in the future.
Build and Leverage Strategic Relationships. Yurie has established a
successful strategic relationship with AT&T to develop the U.S. government
markets. The Company also signed an
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<PAGE>
agreement with Splitrock Services, a Texas-based service provider that
recently purchased the Prodigy Network. Under this agreement, Yurie will
provide the ATM equipment for Splitrock's network. Additionally, Yurie has
signed OEM agreements with each of Lucent Technologies and Bay Networks
under which each of Lucent and Bay may sell Yurie's LDR products under
their respective brands. The Company is actively seeking to establish
similar relationships for other markets with other telecommunications
industry participants, including equipment suppliers and telecommunications
service providers. As such relationships are established, Yurie intends to
leverage its position in the marketplace by using the marketing expertise,
distribution network, support capabilities and technologies of its
strategic allies.
THE LDR PRODUCT FAMILY AND SUPPORTING SERVICES
Yurie's LDR family of ATM access products includes the LDR200, the LDR50,
the LDR5 and the LDR100. All of Yurie's LDR products are based on an ATM
"cell" architecture that allows flexible transmission of all traffic types.
The following table provides an overview of the Company's LDR products:
<TABLE>
<CAPTION>
NUMBER OF BUS
PLATFORM USER SLOTS BANDWIDTH DIMENSIONS
-------- ---------- ---------- ----------
<S> <C> <C> <C>
LDR200....................... 11 1.2 Gbps 7H X 10.5D X 19W or 23W
LDR50........................ 4 600 Mbps 5.25 H X 10.25D X 19W
LDR5......................... 2 1.544 Mbps 3.5H X 10D X 19W
LDR100S...................... 10 64 Mbps 12.25H X 15.25D X 19W
LDR100C...................... 3 64 Mbps 8.75H X 10D X 19W
</TABLE>
The LDR200
Yurie's second generation product, the LDR200, was first shipped in
September 1996. The LDR200 is designed to be easily deployed by
telecommunications service providers, corporate end users and government end
users. The LDR200 incorporates AQueMan and LANET, along with Reed Solomon
forward error correction, an industry standard method of detecting and
correcting transmission errors, and an error-tolerant addressing scheme that
ensures highly reliable communication over circuits of varying speeds and
quality. In addition, the LDR200 expands the capabilities of the Company's
first generation LDR product by offering higher throughput, greater port
density, a greater variety of interface types, enhanced scaleability and
higher speed.
The LDR200, which comes in a 19 inches or 23 inches chassis, has a bus
bandwidth of 1.2 gigabits per second and is scaleable up to 11 or 15 interface
module slots, depending on chassis size. It also provides enhanced reliability,
offering redundancy for the power, central processing unit, clock, backplane
and interface cards. The LDR200 conforms to carrier equipment installation
requirements, such as Bellcore's Network Equipment Building Standards (NEBS).
Additionally, the LDR200 complies with the ATM Forum's User Network Interface
standard and the IISP 1.0 network/network interface standards, providing
connectivity and interoperability with ATM backbone switches.
Currently, the LDR200 supports high-speed WAN connections via DS3 and OC-3c
cards. It uses DS1 cards to support structured and unstructured service in
compliance with the ATM Forum's circuit emulation specification as well as ATM
cell-bearing capabilities. The system also offers OC-3c, High Speed, TAXI, and
analog voice interfaces and a DSPI server card, which provides voice
compression, echo cancellation, and silence suppression capabilities. The
Company plans to introduce other interface cards in the future, including E1,
E3, PRI, and ethernet.
The current version of the LDR200 contains most of the features included in
the earlier LDR100, and the Company is in the process of developing the LDR200
to include all of the LDR100's attributes, along
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<PAGE>
with additional value-added features. The Company intends to phase out the
LDR100 when the LDR200 development is completed but will continue to provide
service support for the LDR100 product.
The LDR50
Yurie's LDR50, which started shipping in March 1997, was designed to provide
access to ATM services for mid-sized to large corporate offices. Like the
LDR200, the LDR50 incorporates AQueMan and LANET, and contains most of the
features included in the LDR100.
The LDR50 has a bus bandwidth of 600 megabits per second and is scaleable up
to 4 interface module slots supporting up to 32 ports, depending on
configuration. The LDR50 provides PVC support for ATM Forum UNI 3.0 and UNI
3.1 standard signaling and thus can interoperate with ATM equipment from other
manufacturers. Because the LDR50 supports the same I/O and server modules as
the LDR200, sites that outgrow the smaller system can easily upgrade to the
LDR200. The LDR50 currently supports all the standard network and user
interfaces supported on the LDR200.
The LDR50's 19 inches x 10.25 inches x 5.25 inches chassis can be wall
mounted, secured in a standard 19 telco rack, or fitted for table-top use.
The following table describes the key features of both the LDR200 and the
LDR50:
<TABLE>
<CAPTION>
INTERFACE MODULE PORTS PORT SPEEDS PROTOCOLS SUPPORTED
---------------- ----- ----------- -------------------
<S> <C> <C> <C>
DS3..................... 2 45 Mbps ATM
Channelized T1 (DS1).... 6 1.544 Mbps ATM, TDM, Frame Relay,*
Voice Compression
Multi-Serial (EIA-232,
EIA-422, EIA-530, 6 300 bps-2.048 Mbps ATM/LANET, HDLC, Frame
V.35).................. Relay, Synchronous,
Asynchronous.
High Speed (EIA-422
Serial and Parallel)... 1 up to 30 Mbps ATM/LANET
Multimode OC-3c......... 1 155 Mbps ATM
Single Mode OC-3c*...... 1 155 Mbps ATM
ISDN Primary Rate 6 1.544 Mbps National ISDN-2, AT&T
Interface*............. 4ESS/5ESS, Nortel DMS
2 Wire Station.......... 8 64 kbps PLAR, FXS
2 Wire Office........... 4 64 kbps POTS, FXO
E1*..................... 4 2.048 Mbps ATM, TDM, Frame Relay, Voice
Compression
E3*..................... 2 34 Mbps ATM
TAXI.................... 1 100/140 Mbps ATM
Ethernet*............... 5** 10 Mbps** ATM (RFC 1483)
</TABLE>
<TABLE>
<CAPTION>
SERVER MODULE FEATURES
------------- --------
<C> <S>
DSPI................................ 32K and 16K ADPCM Voice Compression,
Silence Suppression, Adaptive Echo
Cancellation
</TABLE>
- --------
* In development.
** One port can be run at 100 Mbps.
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<PAGE>
The LDR5
To augment its product family, Yurie has entered into an agreement with
DataLabs, Inc., under which Yurie has a non-exclusive license to market
DataLabs' Virtual Access 1000 product on a private label basis as the LDR5.
The LDR5 is an ATM access device that features full "CSU/DSU" capabilities,
thereby allowing frame relay and TDM equipment to interface with an ATM
network. The LDR5 offers low-cost ATM access for standard customer premises
equipment. It is designed for use in branch offices and other settings that do
not require the more sophisticated LDR200 or the LDR50 access products. The
LDR5 enables the Company to offer a full range of ATM access products, but
Yurie does not expect sales of the LDR5 to be significant.
The following table describes the key features of the LDR5:
<TABLE>
<CAPTION>
INTERFACE MODULE PORTS PORT SPEEDS PROTOCOLS SUPPORTED
---------------- ----- ----------- -------------------
<S> <C> <C> <C>
Network:
T1 (DS1).................... 1 1.544 Mbps ATM
User:
Channelized T1 (DS1)........ 1 1.544 Mbps Frame relay, TDM
Serial Data (RS422, RS530,
V.35)...................... 1 56kbps-1.544 Mbps Frame relay, synchronous
</TABLE>
The LDR100
Yurie's first access product, the LDR100, was originally built as a
prototype to demonstrate the AQueMan queuing algorithm and the LANET framing
protocol. The LDR100 was designed to meet the needs of highly technical users.
Beginning in 1995, the LDR100 was delivered, through AT&T, to a variety of
U.S. government agencies and their support contractors for deployment in
mission-critical environments, including the U.S. military operations in Haiti
and Bosnia. In addition to ships, aircraft and ground vehicles, the LDR100 has
been deployed in centralized locations, such as telecommunications equipment
closets and desktops.
The LDR100, with a bus bandwidth of 64 megabits per second, aggregates high
speed ATM LAN traffic and non-ATM voice and data traffic onto a low-speed ATM
WAN. Where bandwidth utilization is especially critical, the LDR100 compresses
voice prior to transmission over the WAN. To further ensure quality over a
wide variety of circuit types, the LDR100 employs Reed Solomon forward error
correction, and a simple error-tolerant addressing scheme. The Company has
shipped more than 150 LDR100 access concentrators since February 1995.
Product Management Protocol; Pricing
Each of the Company's LDR products can be managed using any software package
supported by the Simple Network Management Protocol ("SNMP"), such as HP
OpenView and SunNet Manager. The LDR200 and LDR50 can also be managed using a
simple "dumb" terminal interface.
The LDR200 product sells for prices ranging from $35,000 to $135,000, the
LDR50 from $20,000 to $40,000 and the LDR5's price ranges from $5,000 to
$10,000. Actual price depends on the configuration of the product selected.
Product Support
The Company offers comprehensive customer support for its LDR product line.
The Company's service organization offers installation, preventative
maintenance, multi-vendor services, repair, training and a variety of other
advanced services designed to enhance the reliability of a customer's
telecommunications network. The LDR200 and the LDR50 are sold with a standard
one-year warranty. The Company's customer support representatives are located
in Landover, Maryland and currently are available
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<PAGE>
from 8:00 a.m. to 8:00 p.m. Eastern time, Monday through Friday. At other
times, the Company's customer support representatives can page an on-call
technical support person to respond to technical support requests. In the
future, the Company expects to offer extended service for the Company's
products that will be available 24 hours a day, seven days a week. The Company
is currently considering whether this service will be provided by a third
party or in-house.
AT&T RELATIONSHIP
The Company has had a significant strategic relationship with AT&T since
1994. Under the AT&T Agreement, Yurie has granted AT&T the exclusive right to
market and sell the LDR100 and the LDR200, including future designs, upgrades
features and functionalities, in U.S. federal, state and local government
markets, as well as certain foreign government markets, through December 1998,
subject to AT&T's option to extend the AT&T Agreement in one-year periods
through December 2001. Under the AT&T Agreement, AT&T has guaranteed minimum
annual purchases for the LDR200, including future designs, upgrades features
and functionalities, of $10.0 million in each of 1997 and 1998. In the event
that the Company fails to fulfill any of its material obligations under the
AT&T Agreement, AT&T could terminate the contract. Such termination would have
a material adverse effect on the Company's business, results of operations and
financial condition.
SPLITROCK RELATIONSHIP
The Company has a significant customer relationship with Splitrock, a Texas
corporation that provides communications services specifically configured to
meet the needs of large network users. Splitrock has recently purchased the
Prodigy Network. Yurie and Splitrock recently entered into the Splitrock
Agreement, which requires Splitrock to purchase a minimum of $20.0 million of
LDR products in the period from July 1997 to December 1998. Under the
Splitrock Agreement, Yurie has also agreed to provide services to support
deployment and implementation of Yurie's products in Splitrock's network on a
time and materials basis. Kwok L. Li, the Chief Technology Officer and Vice
Chairman of the Board of Yurie, is currently the majority shareholder and
acting Chairman of the Board of Splitrock. See "Certain Transactions."
CUSTOMERS AND END USERS
The Company markets and sells its products to telecommunication service
providers, Internet service providers, corporate end users and government end
users. The principal end users of Yurie's ATM access products have
historically been U.S. government agencies and their support contractors. The
Company has recently begun to obtain purchase orders from commercial
customers. In the quarter ended December 31, 1996, 14.0% of the Company's
product sales were to commercial customers. In the quarter ended June 30,
1997, 68.9% of the Company's sales were to commercial customers. Among the
more than 30 government organizations and commercial customers that have
purchased or used the Company's products are:
<TABLE>
<S> <C>
Advanced Research Project Agency/Defense
Information Mitre Corporation
Systems Agency Joint Program Office Booz-Allen & Hamilton, Inc.
U.S. Army Communications Electronics
Command Applied Innovation, Inc.
Defense Aerospace Reconnaissance
Organization Oneline Management, Inc.
North Atlantic Treaty Organization Lunex Group, LLC
Naval Research Laboratory K-NET Ltd.
Los Angeles Department of Water & Power Government of Canada, Communications
Lucent Technologies Research Center
Splitrock Services, Inc.
</TABLE>
Although there are more than 30 end users of Yurie's products, the Company's
customer base is highly concentrated and a small number of customers has
accounted for a significant portion of the
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Company's total revenue in recent years. Sales to AT&T, either for its own use
or for resale to government agencies or their support contractors, accounted
for 52.4%, 71.8%, 87.0% and 43.1% of the Company's total revenues in 1994,
1995, 1996 and the six months ended June 30, 1997. Sales to Splitrock
accounted for 25.0% of the Company's total revenues in the six months ended
June 30, 1997. See "Certain Transactions." The Company continues to expand its
sales and marketing efforts to telecommunications service providers and
corporate end users.
RESEARCH AND DEVELOPMENT
The Company's objective is to be a leader in developing new technology for
the ATM access market. The Company has established an active research and
development program that is focused on the development of new and enhanced
products using ATM technology. In particular, the Company's research and
development team is seeking to expand the capabilities of the LDR200's and
LDR50's interface modules, develop new server modules (such as primary rate
ISDN and voice compression), expand network management capabilities and
enhance service interworking capabilities. The Company actively solicits
product development ideas from telecommunications service providers and end
users of the Company's products, and develops additional ideas through
participation in industry organizations and international standards bodies
such as the ITU and ATM Forum.
During 1994, 1995, 1996 and the six months ended June 30, 1997, total
research and development expenditures were $40,000, $428,000, $3.8 million and
$3.3 million, respectively. The Company expects its future research and
development expenditures will grow commensurately with its revenue growth. As
of September 12, 1997, 69 Company employees were engaged in research and
development programs, including hardware and software development, test and
engineering support personnel. The majority of these employees currently are
located in the Company's Landover, Maryland headquarters. The Company has
recently opened a research and development facility in Alameda, California.
Approximately two-thirds of the Company's research and development employees
hold masters or higher degrees. The Company believes that recruiting and
retaining qualified engineering personnel will be essential to its continuing
success.
SALES, MARKETING AND DISTRIBUTION
In order to pursue customers in the telecommunications service provider and
corporate end user markets, the Company has expanded its direct sales force by
hiring sales personnel who have all had experience in commercial sales of
networking and/or telecommunications products. To allow its sales force to
concentrate on commercial markets, the Company will continue to rely on AT&T
to market and sell the LDR products in U.S. federal, state and local
government markets, as well as in certain foreign government markets. As of
September 12, 1997, the Company had 15 sales personnel in its direct sales
organization. Currently, domestic sales offices are located in New York,
Phoenix, San Francisco, Los Angeles, Hartford, Chicago, Dallas, Boston, Tampa,
Atlanta and Landover, MD. All of these offices, except the office in Landover,
MD, are currently located in the homes of sales people. During 1997, the
Company plans to add additional sales people in existing locations, including
San Francisco and New York. Also during 1997, the Company plans to open sales
offices in new locations including Seattle, Houston, Miami and Pittsburgh, all
of which are expected to be located in the homes of sales people.
International sales offices are located in the U.K. and Korea. The Company may
add additional international locations in late 1997 and 1998.
Direct Sales
The Company continues to expand its direct sales force to market the
Company's products and to ensure direct contact with its customers and private
label partners. The primary roles of the Company's sales force are (i) to
provide support to commercial customers and seek additional strategic
partners, (ii) to support end users by addressing complex ATM access problems
and (iii) to differentiate the features
35
<PAGE>
and capabilities of the Company's LDR products from competitive products. In
addition, the Company believes that its investment in a direct sales force
will help the Company to monitor changing customer requirements, competing
products and the development of industry standards.
Yurie's 15-person direct sales force includes both sales persons and sales
engineers. Sales engineers provide support and services for the Company's
sales persons and for existing customers. Most of the members of the direct
sales force have had significant prior experience in sales with industry-
leading networking companies. Members of Yurie's sales team have had an
average of 10 years of sales experience, and many of the sales persons have
had experience selling and managing end user, telecommunications service
provider and strategic private label accounts.
Marketing
The Company has recently established a marketing program to support the sale
and distribution of its products. The objective of this program is to inform
potential strategic allies and end users about the capabilities and benefits
of the Company's products. The marketing program includes participation in
industry trade shows and technical conferences, technology seminars,
publication of customer newsletters and technical and educational articles for
the trade press and other industry journals. In addition, the Company
communicates frequently with its installed base of end users regarding
evolving applications for the Company's products.
MANUFACTURING AND SUPPLIERS
The Company's manufacturing operations consist primarily of materials
planning and procurement, test and manufacturing engineering, module testing
and quality control. Yurie relies on three manufacturers, Sanmina Corporation,
Teledyne Electronic Technologies and Kuchera Industries, Inc. to manufacture
the majority of its common equipment circuit packs, backplanes, chassis and
printed circuit board assemblies used in the Company's products. Yurie does
not have a contract with these or any other manufacturer, and all of the
Company's products are manufactured pursuant to individual purchase orders.
The Company believes that its orders do not represent a significant portion of
these subcontract manufacturers' total business. In the past, Yurie has also
used several other manufacturers as supplemental sources for backplanes,
chassis and printed circuit boards, and may use these manufacturers in the
future as necessary. The Company believes that its strategy of using
subcontract manufacturers has increased its flexibility and responsiveness to
changes, as it is in a better position to reduce product costs, acquire
additional capacity and reduce its capital investment. It is, however,
currently relying on a limited number of manufacturers, and if one or more of
these manufacturers should experience quality or other problems, such problems
could result in delays in product shipments by the Company.
Final testing of the Company's products is performed by the Company at its
Landover, Maryland facility. All products are rigorously tested using
automated test equipment prior to shipment to customers. All circuit boards
are tested individually. As each customer's network requires different product
features to provide the desired functionality, the products are not assembled
into complete units prior to shipment. Each feature is packaged and shipped
separately to the customers, who use instructions provided by Yurie to
configure the products at their locations. Yurie warrants all of its products
to be free from defects for a period of one year from the date of shipment.
Generally, the Company uses industry standard components for its access
products. It uses field programmable gate arrays with erasable programmable
memory rather than custom integrated circuits in order to maximize its ability
to customize products quickly for telecommunications service providers and add
product features. Certain components used in the Company's products, including
microprocessors and communications chips manufactured by PMC-Sierra, Inc.,
Hewlett-Packard Company, Integrated Device Technology, Inc., Xilinx, Inc.,
Texas Instruments, Analog Devices and Altera Corporation, are currently
available from only one supplier In the past, there have been shortages of
certain of these
36
<PAGE>
components because of vendor production problems and the inability of
suppliers to increase delivery rates. In addition, the Company has experienced
shortages of certain other key components. These component shortages and
delays have resulted in delays in the shipment of the Company's products, and
the component shortages have also resulted in higher component costs. When
these components are in short supply, Yurie must compete for them with larger
companies that often have longer established relationships with these vendors.
Certain components that currently are readily available may become difficult
to obtain in the future.
COMPETITION
While the market for ATM access products is still evolving, the networking
industry as a whole is intensely competitive. Among the companies who have
already produced ATM access products are ADC Kentrox and 3Com. In addition,
Ascend Communications has developed an ATM access product. Other companies,
including Cisco Systems/StrataCom, Nortel, General DataComm, Digital Link,
Fore Systems and Newbridge Networks, have already developed networking
equipment that may be competitive with the Company's products. The Company
expects that some of these companies and other networking and computer systems
companies may in the future announce plans to develop ATM access products that
are directly competitive with the Company's products.
The Company does not intend to compete solely on the basis of price.
Instead, it intends to compete by offering superior features, performance,
reliability and flexibility at competitive prices. Yurie's management is
adopting this strategy because equipment price is only one component in
overall communications costs. WAN bandwidth and network operating expenses
generally exceed the total cost of the network equipment for a typical
customer.
As competition in the ATM access market increases, the Company believes that
the ATM access industry may be characterized by the intense price competition
similar to that present in the broader networking market. In response to this,
the Company has already implemented cost improvement measures and will
continue to seek ways to improve upon the LDR products' price-to-performance
ratio.
INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION AND TECHNICAL KNOW HOW
The Company believes that its future success depends, in part, upon its
ability to develop and protect proprietary technology contained in its
products. The Company currently relies upon a combination of trade secret,
copyright, patent and trademark laws, as well as contractual restrictions, to
establish and protect proprietary rights in its products. The Company also has
entered into nondisclosure, noncompete and invention assignment agreements
with substantially all of its employees and nondisclosure agreements with
certain of its suppliers, distributors and customers so as to limit access to
and disclosure of its proprietary information. There can be no assurance that
these statutory and contractual arrangements will prove sufficient to deter
misappropriation of the Company's technologies or independent third-party
development of similar technologies. The Company also possesses and relies
upon a valuable body of technical know how related to the design and operation
of its products.
The U.S. Patent and Trademark Office recently issued U.S. Patent No.
5,568,482 to the Company for its LANET protocol. LANET is a significant
technological invention that allows ATM to run over transmission media of any
speed or quality. The Company intends to provide the technology covered by the
LANET patent at no cost to the public because it believes that making the
LANET technology freely available to the public would have greater benefits
than licensing the technology to third parties or preserving the technology
solely for its own use. The Company, however, retains its patent rights in the
LANET technology, although third parties are free to use the technology in
unmodified form for their own purposes. The Company anticipates that making
LANET available at no cost to the public will create demand for and facilitate
widespread use of LANET and increase name recognition for Yurie as the
developer of LANET.
37
<PAGE>
Two additional patent applications have been filed for (i) the AQueMan
algorithm developed by the Company to regulate and prioritize the flow of
traffic in ATM access products and (ii) error-tolerant addressing to enhance
the ability to transport ATM cells over noisy links (e.g., wireless circuits).
The Company intends to file another patent application for a method to
simplify authentication and key exchange in the establishment of secure links.
The Company does not now intend to make any of the technologies described in
these patent applications available to the public at no cost. There can be no
assurance that the Company's patent applications will result in issued patents
or that the Company's existing patent or future patents will be upheld as
valid or prevent the development of competitive products. The failure of the
Company to obtain a patent for AQueMan, or to be granted patents for any of
its other Company-developed technologies, could have a material adverse effect
on the Company's business and its growth prospects.
FACILITIES
The Company's principal offices are located in a 137,000 square foot
facility leased by the Company at 8301 Professional Place, Landover, MD 20785-
2237 (a suburb of Washington, DC). Approximately 40% of the space in this
facility is used or reserved for manufacturing, product development and
testing; the balance is used or reserved for sales, marketing and other
general and administrative activities.
The Company also leases 6,000 square feet of space for a research and
development facility at 2020 Challenger Drive, Suite 101, Alameda, California.
Yurie believes that its present facilities are well maintained and in good
operating condition, although additional facilities may be needed to meet
anticipated levels of operations in the foreseeable future.
EMPLOYEES
On September 12, 1997, Yurie employed 219 individuals on a full-time
equivalent basis. Of these, 69 were involved in engineering, 27 were working
in applications engineering in the federal division, 42 were employed in
sales, marketing and customer support, 50 were engaged in manufacturing, and
the remaining 31 were devoted to administration, finance and strategic
planning. Approximately 40% of the Company's employees hold masters or higher
degrees. The Company considers its relations with its employees to be good and
has not experienced any interruption of operations as a result of labor
disagreements, nor are there any collective bargaining agreements in place.
38
<PAGE>
MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES
The directors, executive officers and key employees of the Company are:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jeong H. Kim....................... 37 Chief Executive Officer and Chairman of
the Board of Directors
Harry J. Carr(1)................... 41 President, Chief Operating Officer and
Director
Kwok L. Li......................... 40 Chief Technology Officer and Vice-
Chairman of the Board of Directors
Barton Y. Shigemura................ 38 Senior Vice President, Sales and
Marketing and Director
Harry J. D'Andrea.................. 41 Chief Financial Officer and Treasurer
Quon S. Chow....................... 57 Vice President, Engineering
Anthony J. DeMambro................ 55 Vice President, Operations
William F. Flynn................... 40 Vice President, Federal Division
Joseph Miller...................... 40 Vice President, Marketing
John J. McDonnell.................. 51 Corporate Counsel and Secretary
Kenneth D. Brody(2)................ 54 Director
Herbert Rabin(2)................... 68 Director
R. James Woolsey(3)................ 56 Director
William J. Perry(4)................ 69 Director
Henry W. Sterbenz(5)............... 53 Vice President, Quality
Catherine A. Graham(5)............. 37 Vice President, Finance, and Investor
Relations Officer
</TABLE>
- --------
(1) Mr. Carr replaced Mr. Li as President and Chief Operating Officer of the
Company effective June 30, 1997.
(2) Member of the Audit Committee and Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Compensation Committee.
(5) Key employee.
Dr. Kim is the founder of Yurie and has served as Chief Executive Officer
and Chairman of the Board of Directors of the Company since its inception in
February 1992, as well as President from its inception until March 1996. From
1990 to 1993, Dr. Kim served as Senior Project Engineer with Allied-Signal
Technical Services Corporation, a subsidiary of Allied-Signal Inc. Previously,
he served as an Engineering Consultant with SFA, Inc., a U.S. Department of
Defense contractor and as a Nuclear Submarine Officer in the U.S. Navy. Dr.
Kim holds a Ph.D. in Reliability Engineering from the University of Maryland,
and an M.S. in Technical Management and a B.E.S. in Electrical Engineering and
Computer Science from The Johns Hopkins University.
Mr. Li has served as Chief Technical Officer and Vice Chairman of the Board
of Directors of the Company since July 1, 1997. Mr. Li served as President and
Chief Operating Officer of the Company since March 1996, a Director since
1995, and Executive Vice President and Chief Technical Officer from August
1994 through March 1996. Mr. Li was employed by Yurie on a part-time basis
from its inception in 1992 through August 1994. From 1991 to 1994, Mr. Li was
Director of Strategic Planning at WilTel, Inc., an interexchange carrier, and
from 1988 to 1991, he was Manager of Fiber Access Systems Development for Bell
Northern Research, Inc., a subsidiary conducting technological research and
development for Northern Telecom Limited. Mr. Li holds a B.E.S. in Electrical
Engineering from The Johns Hopkins University.
39
<PAGE>
Mr. Carr has served as President, Chief Operating Officer and a Director of
the Company since June 30, 1997. Prior to joining the Company, he spent five
years with AT&T, the last 18 months of which was spent at AT&T Local Services
where he was Market Development Vice President for the Atlantic States region.
For six months of that period, he also acted as National Program Manager. Mr.
Carr was also AT&T Defense Markets Vice President from 1992 to 1996. From 1989
to 1992, Mr. Carr practiced law, most recently as a partner at Veneble,
Baetjer, Howard & Civiletti. Prior to that, he was with AT&T for over 11
years, holding a variety of positions in finance, marketing, operations and
law. Mr. Carr holds a B.S. in Finance from Fairfield University and a J.D.
from the University of Connecticut School of Law.
Mr. Shigemura has served as Senior Vice President, Sales and Marketing and a
Director of the Company since May 1996. From 1993 to 1996, Mr. Shigemura was
Vice President, Marketing and Services and an executive officer for Premisys
Communications, Inc., a manufacturer of integrated access products for
telecommunications service providers, and from 1990 to 1993, he was Director,
Product Line Management for Northern Telecom Limited, a telecommunications
equipment manufacturer. Prior to that, he served as an Area Vice President,
Sales for General DataComm Industries, Inc., a provider of wide area network
and telecommunication products. Mr. Shigemura holds a B.S. in Marketing and
Finance from the University of Southern California.
Mr. D'Andrea has served as Chief Financial Officer and Treasurer of the
Company since June 1997. During 1996, he was Chief Financial Officer for
American Communications Services, Inc., a company specializing in fiber optic
network development and local telecommunications services. From 1993 to 1995,
he was Executive Vice President, Chief Financial Officer and Treasurer for
Caterair International Corporation, an in-flight catering company. From 1989
to 1993, he was Vice President, Finance and Treasurer for Caterair. Prior to
joining Caterair, he held various financial positions with Marriott
Corporation and Xerox Corporation. Mr. D'Andrea holds an M.B.A. from Drexel
University and a B.A. in Foreign Service from The Pennsylvania State
University.
Mr. Chow has served as Vice President, Engineering of the Company since June
1996. Prior to joining the Company, he spent 30 years with Bell Northern
Research, Inc. a subsidiary conducting technological research and development
for Northern Telecom Limited, where his last position was Director, Broadband
Systems Development. Mr. Chow holds an M.S. and a B.S. in Electrical
Engineering from the University of New Brunswick and the University of British
Columbia, respectively.
Mr. DeMambro has served as Vice President, Operations of the Company since
October 1996. From 1993 until to joining the Company, he was Vice President of
Operations for Steinbrecher Corporation, now Tellabs Wireless, Inc. From 1991
to 1993, he was Director of Operations for Aviv Corporation, a manufacturer of
data storage products. From 1989 to 1991 he was Vice President of
Manufacturing for EMC/2/ Corporation, also a manufacturer of data storage
products.
Mr. Flynn has served as Vice President, Federal Division of the Company
since July 1996, and was Director of Government Programs from May 1994 through
June 1996. From 1990 to 1994, he was a Senior Manager, Program Development and
Technical Liaison for McDonnell Douglas Aerospace, a manufacturer of aerospace
systems. Previously, Mr. Flynn was Marketing Manager, Exploitation Systems for
Unisys Defense Systems and a Naval Flight Officer in the U.S. Navy. Mr. Flynn
holds an M.B.A. from Averett College and a B.A. in Journalism from the
University of South Carolina.
Mr. Miller has served as Vice President, Marketing since May 1996. From 1993
to 1996, he was Director of Marketing for Premisys Communications, Inc., a
manufacturer of integrated access products for telecommunications service
providers. From 1986 to 1993, he held various management positions at Network
Equipment Technologies, a network equipment company. Mr. Miller holds a B.S.
in Business from Golden Gate University.
40
<PAGE>
Mr. McDonnell has served as Corporate Counsel and Secretary of the Company
since June 1996 and is presently employed on a part-time basis. He founded
Coagulation Diagnostics, Inc., a medical diagnostics device company, in 1995,
and serves as its Chief Executive Officer. From 1990 to 1995, he was Counsel
with Reed Smith Shaw & McClay, a law firm. He previously served as Executive
Vice President and General Counsel for Fairchild Space and Defense
Corporation, Senior Vice President and General Counsel for Fairchild
Industries, Inc. and Principal Deputy General Counsel of the Department of the
Navy. Mr. McDonnell serves on the Boards of Directors of Geraghty and Miller,
Inc., an environmental engineering firm, PHP Healthcare Corporation and
Sequoia National Bank. Mr. McDonnell holds an A.B. from Boston College and a
J.D. from Fordham Law School.
Mr. Brody has served as a Director of the Company since June 1996. Mr. Brody
is the founding partner of Winslow Partners LLC, a private equity investment
firm in Washington, D.C. From 1993 to early 1996, Mr. Brody served as
President and Chairman of the Export-Import Bank of the United States. Prior
thereto, he was a Partner at Goldman, Sachs & Co., where he served as a member
of the firm's Management Committee and founded and headed the high technology
investment banking group. Mr. Brody holds an M.B.A. from the Harvard Business
School and a B.S. in Electrical Engineering from the University of Maryland.
Dr. Rabin has served as a Director of the Company since 1995. Dr. Rabin is
Director of the Engineering Research Center and Associate Dean of the College
of Engineering at the University of Maryland, where he has been Professor of
Electrical Engineering since 1983. He was Deputy Assistant Secretary of the
Navy (Research, Applied and Space Technology) from 1979 through 1983 and
Associate Director of Research at the Naval Research Laboratory from 1971
through 1979. He currently serves as a Director of General Research
Corporation International and the National Technological University. Mr. Rabin
holds a Ph.D., an M.S. and a B.S. in Physics from the University of Maryland,
the University of Illinois and the University of Wisconsin, respectively.
Mr. Woolsey has served as a Director of the Company since April 1996. Mr.
Woolsey served the United States as the Director of Central Intelligence from
1993 to 1995, after which he returned to the law firm of Shea & Gardner, in
Washington, DC, where he became a partner in 1979. Mr. Woolsey is a Director
of United States Fidelity & Guaranty Company and Sun Healthcare Group, Inc.
Mr. Woolsey holds an L.L.B. from Yale Law School, an M.A. from Oxford
University and a B.A. from Stanford University.
Dr. Perry has served as a Director of the Company since January 1997. He
served as the Secretary of Defense from 1994 to 1997, and served as Deputy
Secretary of Defense from 1993 to 1994. From 1989 to 1993, Dr. Perry was a
professor in the School of Engineering at Stanford University, and also served
as the Chairman of Technology Strategies Alliances and as a Co-Director of
Stanford's Center for International Security and Arms Control. Dr. Perry holds
a Ph.D. in Mathematics from Penn State University and an M.S. and B.S. in
Mathematics from Stanford University.
Mr. Sterbenz has served as Vice President, Quality of the Company since July
1996 and was Vice President and Secretary from September 1995 through June
1996. From 1987 to 1995, he was a Program Manager at Kaman Sciences
Corporation, a systems development and integration company, working in weapon
systems engineering and corporate information management. From 1965 to 1987,
he served as an officer in the U.S. Army. Mr. Sterbenz holds an M.B.A. from
Long Island University, an M.S. in Physics from the Naval Post Graduate School
and a B.S. in Engineering from the U.S. Military Academy.
Ms. Graham has served as Vice President, Finance of the Company since
February 1996 and Investor Relations Officer since February 1997. From 1994 to
1995, she was a financial consultant with Smith Barney. From 1991 to 1994, she
was Chief Financial Officer, Treasurer and Senior Investor Relations Officer
at DavCo Restaurants, Inc., a franchisee of Wendy's International, Inc., and
from 1988 to 1991, she was Vice President, Structured Finance for MNC
Financial, Inc., a bank holding company. Ms. Graham holds an M.B.A. from
Loyola College and a B.A. in Economics from the University of Maryland.
41
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Certificate divides the Board of Directors of the Company into three
classes, each class to be as nearly equal in number of directors as possible.
Messrs. Shigemura and Brody and Dr. Perry are Class I directors with their
terms of office expiring in 1999, Messrs. Li, Woolsey and Carr are Class II
directors whose terms will expire in 1998, and Drs. Kim and Rabin are Class
III directors whose terms will expire in 2000.
The Board of Directors has created an Audit Committee and a Compensation
Committee. The Audit Committee is responsible for nominating the Company's
independent auditors for approval by the Board of Directors; reviewing the
scope, results and costs of the audit with the Company's independent auditors;
and reviewing the financial statements and audit practices of the Company. The
members of the Audit Committee are Dr. Rabin and Messrs. Brody and Woolsey
(Chairman).
The Compensation Committee is responsible for administering the Company's
Stock Option Plan (described below) with respect to executive officers and
directors of the Company and for recommending other compensation decisions to
the Board of Directors. The members of the Compensation Committee are Mr.
Brody, Dr. Perry and Dr. Rabin (Chairman).
The Stock Option Committee is responsible for administering the Stock Option
Plan with respect to employees that are not executive officers of the Company.
The Stock Option Committee was formed in order to provide timely option grants
to new employees. The current members of the Stock Option Committee are Dr.
Kim, Mr. Li, Mr. Carr, Mr. Shigemura and Mr. Brody.
42
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation. The following table sets forth information concerning
compensation for services rendered in all capacities to the Company by the
Chief Executive Officer and the four most highly compensated officers of the
Company other than the Chief Executive Officer for the fiscal years ended
December 31, 1996, 1995 and 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- -------------------------
SECURITIES
NAME AND OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
PRINCIPAL POSITIONS* YEAR SALARY ($) BONUS ($) COMPENSATION STOCK AWARDS OPTIONS (#) COMPENSATION
-------------------- ---- ---------- --------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jeong H. Kim(3)......... 1996 200,000 -- 16,616(1) -- -- --
Chief Executive Officer 1995 206,112 656,865 41,346(2) -- -- --
1994 346,235 26,870 17,715(2) -- -- --
Kwok L. Li(3)........... 1996 150,000 -- 11,407(1) -- -- --
Chief Technical Officer 1995 140,851 250,077 25,962(2) 154,000(4) -- 15,940(5)
1994 52,492 3,366 5,911(2) -- -- --
Barton Y. Shigemura..... 1996 89,559 5,000 308(1) -- 1,000,000 4,680(5)
Senior Vice President, 1995 -- -- -- -- -- --
Sales & Marketing(6) 1994 -- -- -- -- -- --
Quon S. Chow(6)......... 1996 62,645 -- -- -- 100,000 10,222(5)
Vice President, 1995 -- -- -- -- -- --
Engineering 1994 -- -- -- -- -- --
William F. Flynn........ 1996 93,722 20,000 2,458(1) -- 100,000 --
Vice President, Federal 1995 107,164 10,000 11,482(2) -- -- --
Division 1994 59,884 603 2,992(2) -- -- --
</TABLE>
- --------
* Mr. Carr, who replaced Mr. Li as President and Chief Operating Officer in
July 1997, is expected to be included in the Fiscal 1997 Summary
Compensation Table along with Dr. Kim and Messrs. Li, Shigemura and Chow.
(1) For Dr. Kim and Messrs. Li and Flynn, includes the Company's contribution
to their 401(k) plan of $10,000, $7,500 and $2,458, respectively. For Dr.
Kim and Messrs. Li and Shigemura, also includes compensation related to
their use of Company-leased vehicles in the amount of $6,616, $1,846 and
$308, respectively.
(2) Includes payments for unused vacation and sick leave and the Company's
contribution to pension plans.
(3) The Company has employment agreements with Dr. Kim and Mr. Li. See "--
Employment Agreements."
(4) Represents 4,000,000 shares of common stock granted to Mr. Li in March
1995.
(5) Represents reimbursed relocation expenses and, for Mr. Li, applicable
associated taxes.
(6) Messrs. Shigemura and Chow joined the Company in May 1996 and July 1996,
respectively.
43
<PAGE>
OPTION GRANTS IN THE FISCAL YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
-------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE/ OPTION TERM(2)
OPTIONS IN FISCAL BASE PRICE EXPIRATION -----------------------
NAME GRANTED (#) YEAR ($/SH) DATE 5% 10%
---- ----------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jeong H. Kim(3)......... 0 0% -- -- -- --
Kwok L. Li(3)........... 0 0 -- -- -- --
Barton Y. Shigemura(4).. 1,000,000 31.9 $0.52 5/6/06 327,025 823,746
Quon S. Chow............ 100,000 3.2 2.70 7/8/06 169,802 430,310
William F. Flynn(5)..... 41,800 1.3 0.52 1/31/06 13,670 34,642
30,000 1.0 0.52 4/10/06 9,811 24,862
28,200 0.9 2.70 7/1/06 47,884 121,348
</TABLE>
- --------
(1) All awards listed on table were in the form of option grants made pursuant
to the Company's Stock Option Plan.
(2) Sets forth potential option gains based on assumed annualized rates of
stock price appreciation from the market price at the date of grant of 5%
and 10% (compounded annually) over the full term of the grant with
appreciation determined as of the expiration date. The 5% and 10% assumed
rates of appreciation are mandated by the rules of the Securities and
Exchange Commission, and do not represent the Company's estimate or
projection of future common stock prices.
(3) To date, neither Dr. Kim nor Mr. Li has been granted options to purchase
common stock of the Company.
(4) Of the 1,000,000 options granted to Mr. Shigemura, 250,000 vested upon
their grant, 187,500 vested in May 1997, and the remaining 562,500 shares
vest ratably over a 36-month period commencing in May 1997.
(5) Mr. Flynn received three separate option grants during 1996.
Aggregated Option Values. The following table sets forth the stock option
values as of December 31, 1996 for each of the named executive officers. There
were no exercises of stock options by the named executive officers in the
fiscal year ended December 31, 1996.
AGGREGATED OPTION VALUES AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
(#) ($)(1)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Jeong H. Kim............... -- -- -- --
Kwok L. Li................. -- -- -- --
Barton Y. Shigemura........ 250,000 750,000 $2,120,000 $6,360,000
Quon S. Chow............... -- 100,000 -- 630,000
William F. Flynn........... -- 100,000 -- 848,000
</TABLE>
- --------
(1) Sets forth values for "in the money" options that represent the positive
spread between the respective exercise/base prices of outstanding stock
options and the fair value of $9.00 per share of common stock at December
31, 1996, as determined by the Board of Directors.
44
<PAGE>
STOCK OPTION PLAN
Under the Company's Stock Option Plan, stock option awards may be made to
employees, consultants, directors and officers of the Company. The purposes of
the Stock Option Plan are to attract, retain and motivate the best available
officers (executive or otherwise), other employees and consultants for
positions of substantial responsibility, to give such officers, employees and
consultants a greater personal stake in the success of the Company's business,
to provide additional incentive to the Company's officers and employees to
continue and advance in their employment and service to the Company and to
promote the success of the Company's business.
The Stock Option Plan was adopted by the Company's Board of Directors on
January 31, 1996 and amended and restated on May 14, 1997 to increase the
maximum number of shares issuable under the Stock Option Plan. The Company's
shareholders approved the amended and restated Stock Option Plan on June 26,
1997. A total of 7.0 million shares have been reserved for issuance under the
Stock Option Plan. The Stock Option Plan will remain effective until all
shares available for issuance under the Plan have been issued, unless sooner
terminated by action of the Board of Directors. The number and kind of shares
subject to the Stock Option Plan may be adjusted by the Board to prevent
dilution or enlargement of rights in the event of a merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
reclassification, stock dividend, stock split, reverse stock split or other
similar distribution with respect to the outstanding shares of common stock.
No individual may be granted options to purchase more than 1,500,000 shares of
common stock in any year under the Stock Option Plan. An additional amendment
to the Stock Option Plan, adopted by the Board of Directors on July 30, 1997,
provides that stock options granted pursuant to the Stock Option Plan are
transferable to members of the option holder's "immediate family" (as defined
in the Stock Option Plan), subject to the terms and conditions of the Stock
Option Plan.
The Stock Option Plan is administered by the Board of Directors, although
the Board is in some cases authorized (and in some cases required) to delegate
the administration of the Stock Option Plan to a committee. The Board (or the
committee) is authorized to modify or amend the Stock Option Plan at any time.
The Board (or the committee) is further authorized to select the optionees and
determine the terms of the options granted, including: (i) the number of
shares subject to each option; (ii) when the option becomes exercisable; (iii)
the duration of the option and (iv) any other appropriate term of the option
agreement. The Board (or the committee) also may accelerate or extend the time
at which any option may be exercised. The Stock Option Plan requires that the
exercise price of each option be set at the fair market value of the common
stock on the effective date of the grant.
The Stock Option Plan provides for automatic annual grants to independent
directors of 5,000 stock options on June 30 of each year beginning on June 30,
1997. In addition, the Board (or the committee) may grant options to incoming
directors upon their agreement to serve on the Board. The Stock Option Plan
also provides that in the event of a transaction that constitutes a Change of
Control (as defined in the Plan) of the Company, each outstanding option will
automatically become exercisable as to all of the option shares immediately
prior to the effective date of such transaction, subject to certain
exceptions.
As of September 30, 1997, options to acquire an aggregate of 5,013,168
shares of common stock were outstanding pursuant to the Stock Option Plan (net
of canceled options) and 1,695,165 shares remained for future grants. In
general, these options vest over a four-year period from their grant date and
expire after a specified period not to exceed ten years. Neither Dr. Kim nor
Mr. Li hold any options to purchase shares of common stock under the Stock
Option Plan. Other executive officers, directors and key employees have been
granted options to purchase shares under the Stock Option Plan as of September
30, 1997 as follows: Harry J. Carr--1,000,000 shares, Barton Y. Shigemura--
1,000,000 shares; Harry J. D'Andrea--150,000 shares; Quon S. Chow--100,000
shares; Anthony J. DeMambro--100,000 shares; William F. Flynn--100,000 shares;
Joseph Miller--110,000 shares; John J. McDonnell--30,000 shares; Herbert
Rabin--126,000 shares; R. James Woolsey--105,000 shares; Kenneth D. Brody--
80,000 shares; William J. Perry--80,000 shares; Henry W. Sterbenz--50,000
shares; and Catherine A. Graham--50,000
45
<PAGE>
shares. These options have exercise prices ranging from $.52 to $17.06 per
share and a weighted average exercise price of $4.84. All of these options
vest periodically through June 2001.
The options granted under the Stock Option Plan are not incentive stock
options within the meaning of Section 422 of the Internal Revenue Code.
STOCK PURCHASE PLAN
In December 1996, the Board of Directors and the stockholders of the Company
approved the adoption of the Yurie Systems, Inc. Employee Stock Purchase Plan
(the "Stock Purchase Plan"). A total of 200,000 shares of common stock have
been reserved for issuance under the Stock Purchase Plan. Employees of the
Company will be eligible to participate in the Stock Purchase Plan if they
have been employed by the Company for at least 90 consecutive days. Employees
who own 5% or more of the outstanding capital stock of the Company will not be
eligible to participate. The Stock Purchase Plan permits eligible employees to
purchase common stock through payroll deductions, at a price equal to 85% of
the fair market value of the common stock at the time of purchase.
The Stock Purchase Plan is administered by the Board of Directors or by a
committee appointed by the Board of Directors, which shall establish such
rules and procedures as are necessary or advisable to administer the Stock
Purchase Plan. The Stock Purchase Plan became effective on February 18, 1997,
the date on which a registration statement on Form S-8 filed by the Company
with respect thereto became effective. The Stock Purchase Plan will remain
effective until all the shares available for issuance under the Plan have been
issued, unless sooner terminated by action of the Board of Directors.
401(K) PLAN
Effective January 1, 1996, the Company adopted a 401(k) Plan (the "401(k)
Plan"). Pursuant to the 401(k) Plan, participants may contribute up to 10%
(12% as of April 1997) of their compensation, not to exceed a statutorily
prescribed annual maximum, to the 401(k) Plan. The 401(k) Plan provides for
the Company to make dollar-for-dollar matching contributions to the Plan on
behalf of each participant up to a maximum of 5% of the participant's base
salary and discretionary profit-sharing contributions. An employee must have
completed one year of service (as defined in the 401(k) Plan) in order to
participate in the 401(k) Plan.
Under the 401(k) Plan, each participant vests immediately in his or her
salary contributions and vests in the Company's contributions at the rate of
20% per year of service beginning with two years of service. Distributions may
be made from a participant's account in the form of a lump-sum, installments
or direct rollover upon termination of employment, retirement, disability,
death or attainment of the age 59 1/2, or in the form of a lump-sum
distribution in the event of financial hardship. The 401(k) Plan is intended
to qualify under Section 401 of the Code so that contributions by employees or
by the Company to the 401(k) Plan, and income earned on plan contributions,
are not taxable to employees until withdrawn from the 401(k) Plan, and so that
contributions by the Company, if any, will be deductible by the Company when
made.
The 401(k) Plan has been amended to provide that the Company's matching
contributions will take the form of common stock and to provide that employees
may become participants in the 401(k) Plan for the purpose of making salary
contributions as of the first day of the quarter following their date of hire.
The Board has reserved a total of 200,000 shares of common stock for issuance
in connection with the 401(k) Plan.
STOCK GRANTS
The Company has granted shares of stock as compensation to certain of its
officers and employees. On May 22, 1995, the Company issued (i) 4,000,000
shares of common stock to Kwok L. Li; (ii) 200,000 shares of common stock to
Yung-Lung Ho and 2,400 shares of common stock to several employees; and (iii)
on June 14, 1995, the Company issued 6,000 shares of common stock to several
employees. See "--Summary Compensation Table."
46
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Dr. Kim, its Chief Executive
Officer, Mr. Li, its Chief Technical Officer, and Mr. Carr, its President and
Chief Operating Officer. Pursuant to the Company's employment agreement with
Dr. Kim, dated July 31, 1996 (the "Kim Employment Agreement"), Dr. Kim will
receive an annual salary of $200,000 and bonus of $40,000 or such other amount
as the Board of Directors may determine. Dr. Kim's employment is for a one-
year term that renews automatically unless terminated by either party. If the
Kim Employment Agreement is terminated by the Company for any reason other
than "disability" or "cause" or by Dr. Kim for "good reason" (as those terms
are defined in the Kim Employment Agreement), the Company must make a cash
lump sum severance payment equal to Dr. Kim's base salary (as defined in the
Kim Employment Agreement) and a "bonus amount" for the then-current year, and
continue his benefits for up to one year. Throughout his employment, Dr. Kim
is bound by a covenant not to compete, which prevents him from engaging in any
business in the United States in which the Company is then involved. Dr. Kim
will continue to be bound by this covenant not to compete for one year after
his termination. The Kim Employment Agreement also provides for certain
registration rights with respect to Dr. Kim's shares of common stock pursuant
to a registration rights agreement (the "Kim Registration Rights Agreement").
Dr. Kim has waived his registration rights with respect to this offering. See
"Shares Eligible for Future Sale."
The employment agreement between the Company and Mr. Li, dated July 31,
1996, as amended on June 24, 1997 (the "Li Employment Agreement"), provides
for Mr. Li to receive an annual salary of $150,000 and bonus of $30,000 or
such other amount as the Board of Directors may determine. Mr. Li's employment
is for a one-year term that renews automatically unless terminated by either
party. If the Li Employment Agreement is terminated by the Company for any
reason other than "disability" or "cause" or by Mr. Li for "good reason" (as
those terms are defined in the Li Employment Agreement), the Company must make
a cash lump sum severance payment equal to Mr. Li's base salary for the then-
current year and a "bonus amount" (as defined in the Li Employment Agreement),
and continue his benefits for up to one year. Throughout his employment, Mr.
Li is bound by a covenant not to compete, which prevents him from engaging in
any business in the United States in which the Company is then involved. Mr.
Li will continue to be bound by this covenant not to compete for one year
after his termination. The Li Employment Agreement, as amended, reflects Mr.
Li's new position as Chief Technology Officer and Vice Chairman of the Board
of Directors and allows him, to a material extent, to participate in other
business activities relating to Splitrock. The Li Employment Agreement
provides for certain registration rights with respect to Mr. Li's shares of
common stock pursuant to a registration rights agreement (the "Li Registration
Rights Agreement"). Mr. Li has waived his registration rights with respect to
this offering. See "Shares Eligible for Future Sale."
Pursuant to the Company's employment agreement with Mr. Carr dated April 30,
1997 (the "Carr Employment Agreement"), Mr. Carr will receive an annual salary
of $200,000 and a bonus of 20% of his annual base salary or such other amount
as the Board of Directors may determine. Mr. Carr's employment is for a three-
year term that renews automatically for a one-year term unless terminated by
either party. If the Carr Employment Agreement is terminated by the Company
for any reason other than "disability" or "cause" or by Mr. Carr for "good
reason" (as those terms are defined in the Carr Employment Agreement), the
Company must make a cash lump sum severance payment equal to Mr. Carr's base
salary for the then-current year and a "bonus amount" (as defined in the Carr
Employment Agreement), and continue his benefits for up to one year.
Throughout his employment, Mr. Carr is bound by a covenant not to compete,
which prevents him from engaging in any business in the United States in which
the Company is then involved. Unless terminated by the Company other than for
"disability" or cause, or by Mr. Carr for "good reason," Mr. Carr will
continue to be bound by this covenant not to compete for one year after his
termination. In connection with the Carr Employment Agreement, the Company
also granted Mr. Carr stock options to purchase 1,000,000 shares of the
Company common stock (the "Carr Options"). The vesting schedule of the Carr
Options follows the Stock Option Plan, including such provisions relating to
Change in Control. If Mr. Carr's employment is terminated by the Company
without "cause" or for "disability" or by Mr. Carr for "good reason," the Carr
Options will automatically become fully exercisable. In the case of any
voluntary termination by Mr. Carr or termination for "cause" by the Company,
the Carr Options will not terminate until the expiration of their term.
47
<PAGE>
COMPENSATION OF DIRECTORS
During 1995, 1996 and 1997, each of the Company's independent directors
received $5,000 per year for serving as members of the Board of Directors, and
the same amount is expected to be paid for service in 1998. During 1996, Dr.
Rabin and Messrs. Woolsey and Brody received options to purchase 121,000,
100,000 and 75,000 shares of common stock, respectively. During 1997, Dr.
Perry received options to purchase 80,000 shares of common stock and Dr. Rabin
and Messrs. Woolsey and Brody received options to purchase 5,000 shares of
common stock each. These options have a weighted average exercise price of
$2.99 and vest periodically over 4 years. The Company's Stock Option Plan
provides for annual automatic option grants of 5,000 options to its
independent directors, and on June 30, 1997, each director received options to
purchase 5,000 shares of common stock. The Stock Option Plan also allows the
Board (or a committee thereof) to grant options to incoming directors upon
their agreement to serve on the Board. Directors also are reimbursed for
travel and other expenses of attendance at meetings of the Board of Directors
or committees thereof.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee, which is responsible for administering the
Company's Stock Option Plan with respect to executive officers and directors
and for recommending other compensation decisions to the Board of Directors,
was formed in June 1996. The members of the Compensation Committee are Dr.
Herbert Rabin (Chairman), Dr. William J. Perry and Kenneth D. Brody. Mr.
Brody, Dr. Kim and the Company are parties to an agreement under which Mr.
Brody purchased an option to purchase 1,000,000 shares of common stock from
Dr. Kim at an exercise price of $4.00 per share. Mr. Brody also has a
registration rights agreement with the Company. See "Certain Transactions."
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION
The DGCL authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The Company's
Certificate limits the liability of directors of the Company to the Company or
its stockholders to the fullest extent permitted by Delaware law. See
"Description of Capital Stock--Certain Provisions of the Company's Certificate
of Incorporation and Bylaws."
The Certificate provides mandatory indemnification rights to any officer or
director of the Company who, by reason of the fact that he or she is an
officer or director of the Company, is involved in a legal proceeding of any
nature. Such indemnification rights include reimbursement for expenses
incurred by such officer in advance of the final disposition of such
proceeding in accordance with the applicable provisions of the DGCL.
48
<PAGE>
CERTAIN TRANSACTIONS
On July 1, 1996, Dr. Jeong H. Kim and Kenneth D. Brody entered into an
option purchase agreement (the "Option Purchase Agreement"), pursuant to which
Mr. Brody paid $500,000 to buy an option (the "Brody Option") to purchase
1,000,000 shares of the common stock from Dr. Kim at an exercise price of
$4.00 per share. The Brody Option became fully vested on June 3, 1997. To
secure Dr. Kim's obligations to deliver shares of common stock to Mr. Brody
upon exercise of the Brody Option, Dr. Kim granted Mr. Brody a security
interest in all of the shares of common stock subject to the Brody Option. Mr.
Brody may assign the Brody Option, in whole or in part, subject to the
limitation that each assignee (with the exception of affiliates and family
members) must be assigned a portion of the Brody Option covering at least
200,000 shares of common stock. The Brody Option is exercisable for a term of
20 years.
On May 22, 1995, the Company issued 4,000,000 shares of common stock to Kwok
Li as compensation for his services to the Company in connection with the
development of the LDR100. The Company also issued 200 Shares of common stock
to William F. Flynn as compensation for his services to the Company. Mr. Flynn
was not an officer of the Company at the time this stock was issued.
Certain executive officers and directors of the Company have been granted
options to purchase shares of the common stock of the Company as follows:
Harry J. Carr, 1,000,000 shares; Barton Y. Shigemura--1,000,000 shares; Harry
J. D'Andrea--150,000 shares; Quon S. Chow--100,000 shares; Anthony J.
DeMambro--100,000 shares; William F. Flynn--100,000 shares; Joseph Miller--
110,000 shares; John J. McDonnell--30,000; Herbert Rabin--121,000 shares; R.
James Woolsey--100,000 shares, Kenneth D. Brody--75,000 shares, and William J.
Perry--75,000 shares. These options have exercise prices ranging from $.52 to
$17.06 per share.
On January 14, 1997, the Company entered into a consulting agreement with In
Y. Chung, under which Mr. Chung will perform consulting and business
development activities for the Company in the Pacific Rim area. Pursuant to
this consulting agreement, the Company granted options to purchase 50,000
shares of common stock at an exercise price of $9.00 per share to Mr. Chung.
These options vested upon their grant. Mr. Chung exercised these options in
June 1997 and the Company issued 50,000 shares of common stock to Mr. Chung.
Mr. Chung is the father-in-law of Dr. Jeong H. Kim.
The Company has a significant customer relationship with Splitrock, a Texas
corporation that provides communications services specifically configured to
meet the needs of large network users. Splitrock has recently purchased the
Prodigy Network. During the six months ended June 30, 1997, Splitrock
purchased $4.8 million of LDR products from the Company. In July 1997, Yurie
and Splitrock recently entered into the Splitrock Agreement, which requires
Splitrock to purchase a minimum of $20.0 million of LDR products in the period
from July 1997 to December 1998. Under the Splitrock Agreement, Yurie has also
agreed to provide services to support deployment and implementation of Yurie's
products in Splitrock's network on a time and materials basis.
Kwok L. Li, Chief Technology Officer and Vice Chairman of the Board of
Directors of Yurie, is a majority shareholder in Splitrock. Mr. Li also serves
as the Chairman of the Board of Splitrock and, in that capacity, is
responsible for the strategic initiatives and direction of Splitrock. It is
anticipated that Mr. Li will devote a significant amount of his time to
Splitrock.
On June 16, 1997, the Board formed an independent committee (the "Splitrock
Committee") to oversee and provide guidance to the Company in its relationship
with Splitrock. The Splitrock Committee is responsible for reviewing,
authorizing and approving all transactions between Yurie and Splitrock, and
for ratifying and recommending contracts, policies and other matters in
connection with Yurie's relationship with Splitrock. The current members of
the Splitrock Committee are Kenneth D. Brody, Dr. William J. Perry, Dr.
Herbert Rabin, Barton Y. Shigemura and Harry J. Carr.
CERTAIN RELATIONSHIPS
R. James Woolsey, a director of the Company, is a partner in the law firm of
Shea & Gardner, which is one of several firms that performs legal work for the
Company.
49
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth information known to the Company with respect
to the beneficial ownership of common stock as of September 19, 1997, (i) by
each person who is known by the Company to beneficially own 5% or more of
outstanding common stock, (ii) by each of the Company's directors, (iii) by
each executive officer named in the Summary Compensation Table, (iv) by
certain key employees of the Company (v) by all directors, executive officers
and key employees of the Company as a group; and (vi) by Selling Stockholders.
The table also sets forth the number of shares of common stock owned by each
Selling Stockholder, the number of shares offered for sale in this offering
and the number of shares each Selling Shareholder will beneficially own after
the offering, assuming the sale of all shares being offered hereby. Unless
otherwise indicated, the person or persons named have sole voting and
investment power.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE
OWNED PRIOR TO BENEFICIALLY OWNED
OFFERING(1) AFTER OFFERING(3)
--------------------- SHARES TO BE ---------------------
NAME NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
---- ---------- ---------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Jeong H. Kim(4)......... 13,600,000 54.6% 12,600,000 50.6%
Kwok L. Li(5)........... 3,630,000 14.6 3,630,000 14.6
Harry J. Carr........... -- -- -- --
Kenneth D. Brody(4)..... 1,018,750 4.1 1,000,000 18,750 *
Barton Y. Shigemura..... 537,607 2.1 537,607 2.1
Quon S. Chow............ 78,336 * 78,336 *
Joseph Miller........... 76,540 * 76,540 *
R. James Woolsey(6)..... 100,000 * 100,000 *
William F. Flynn........ 26,875 * 26,875 *
Anthony J. DeMambro..... 17,460 * 17,460 *
Herbert Rabin........... 38,500 * 38,500 *
Henry W. Sterbenz....... 26,055 * 26,055 *
Catherine A. Graham..... 19,969 * 19,969 *
Harry J. D'Andrea....... -- -- -- --
John J. McDonnell....... 2,065 * 2,065 *
William J. Perry........ -- -- -- --
Amerindo Technology
Growth Fund, Inc.(7)... 1,000,000 4.0 1,000,000 -- --
Oneline Management,
Inc.(8)................ 20,000 * 20,000 -- --
All executive officers,
directors and key
employees as a group
(16 persons)........... 18,172,157 71.0% 2,020,000 17,172,157 67.1%
</TABLE>
- --------
* Less than 1%.
(1) Includes shares issuable pursuant to options exercisable currently or
within 60 days of the date of this Prospectus.
(2) Applicable percentage is based on 24,892,082 shares of common stock
outstanding on September 19, 1997 and 24,912,082 shares of common stock
oustanding after the Offering.
(3) Assumes the sale of all shares being offered hereby by each Selling
Stockholder. There can be no assurances that such sales will be made.
(4) Includes 1,000,000 shares subject to an option held by Mr. Brody to
purchase 1,000,000 shares of common stock from Dr. Kim. See "Certain
Transactions." For purposes of this table, and until Mr. Brody exercises
his option to purchase these shares, Dr. Kim and Mr. Brody share
beneficial ownership of these shares of common stock.
(5) Includes 2,500,000 shares held by Linsang Partners, LLC, of which Mr. Li
holds a controlling interest. Also includes 1,000,000 shares owned by Mr.
Li's spouse, as to which he disclaims beneficial ownership.
(6) Mr. Woolsey holds 75,000 shares jointly with his spouse.
(7) On November 7, 1997, Amerindo Technology Growth Fund, Inc. purchased an
aggregate of 1,000,000 shares of common stock of the Company from the
Company (400,000 shares), Dr. Kim (500,000 shares) and Mr. Li (100,000
shares). Amerindo received registration rights in connection with the
stock it purchased in these transactions.
(8) Represents shares to be issued upon the exercise of the Oneline Option.
The Oneline Option was granted by the Company to Oneline in April 1997 and
expires in April 1998. On January 1996, Oneline and the Company entered
into a Distributorship and Marketing Agreement with respect to the
Company's products pursuant to which Oneline has exclusive marketing
rights with respect to certain Latin American countries and Spain. The
agreement has a one-year term that renews annually unless terminated by
either party.
50
<PAGE>
PLAN OF DISTRIBUTION
The purpose of this Prospectus is to permit the Selling Stockholders, if
they desire, to dispose of some or all of their shares of common stock, on a
delayed or continuous basis. Whether offers and sales will be made pursuant to
this Prospectus, and the timing and amount of any offers or sales that are
made, is and will be within the sole discretion of the Selling Stockholders.
None of the Selling Stockholders are currently eligible to dispose of their
shares pursuant to Rule 144 under the Securities Act and will not be eligible
to make such sales until they have satisfied the one-year holding period under
Rule 144. Amerindo's one-year holding period will expire on November 6, 1997,
and each of Mr. Brody's and Oneline's holding periods will expire one year
after they exercise their options.
If the Selling Stockholders determine, in their discretion, to make sales
pursuant to this Prospectus, they may sell the shares being offered hereby
from time to time (i) through dealers or in ordinary broker transactions, in
the over-the-counter market or otherwise, (ii) "at the market" to or through
marketmakers or into an existing market for the shares, (iii) in other ways
not involving marketmakers or established trading markets, including direct
sales to purchasers or effected through agents, or (iv) in combinations of any
such methods of sale, subject to applicable state and federal securities laws.
One or more of the Selling Stockholders may coordinate sales of stock pursuant
to this registration statement with sales pursuant to Rule 144 by other
stockholders of the Company. The shares will be sold at market prices
prevailing at the time of sale or negotiated prices. In connection with the
distributions of the common stock or otherwise, the Selling Stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of common stock in the course
of hedging the positions they assume with the Selling Stockholders. The
Selling Stockholders may also sell common stock short and redeliver the shares
to close out such short positions. The Selling Stockholders may also enter
into options or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealers or financial
institutions of the common stock offered hereby, which common stock such
broker-dealer or other financial institutions may resell pursuant to this
Prospectus (as supplemented or amended to reflect this transaction). The
Selling Stockholders may also pledge the shares registered hereunder to a
broker-dealer or other financial institution may effect sales of the pledged
common stock pursuant to this Prospectus (as supplemented or amended to
reflect such transaction). In addition, any shares covered by this Prospectus
which qualify for sale pursuant to Section 4(1) of the Securities Act or Rule
144 thereunder may be sold under such provisions rather than pursuant to this
Prospectus.
If a dealer is utilized in the sale of the shares in respect of which the
Prospectus is delivered, sales will be made by the Selling Stockholders to or
through a marketmaker, acting as principal or as agent. Other sales may be
made, directly or through an agent, to purchasers outside existing trading
markets. A selling broker may act as agent or may acquire the shares, warrants
or interests therein, as principal or pledgee and may, from time to time,
effect distributions of such sales.
In connection with this offering, the Company will pay all expenses of
preparing and filing the registration statement, including, without
limitation, registration and filing fees, printing expenses, fees and
disbursements of legal counsel and accountants for the Company, transfer
agents' and registrars' fees, fees and disbursements of experts used by the
Company in connection with such registration, expenses of any special audits
of the Company incidental to or required by such registration, and expenses
incidental to any post-effective amendment to any such registration statement.
The Company is also required to pay legal expenses, if any, of one of the
Selling Stockholders not to exceed $10,000.
All dealers', brokers', or agents' commissions, concessions, discounts, fees
or other compensation will be paid by the Selling Stockholders.
The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of the Shares included herein they are
required to comply with Regulation M promulgated under the Exchange Act. With
certain exceptions, Regulation M precludes any Selling Stockholder, any
affiliated purchasers and any broker-dealer or other person who participates
is such distribution from bidding for or purchasing, or attempting to induce
any person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the common stock.
No sales or distributions other than as described herein may be effected
until after this Prospectus shall have been appropriately amended or
supplemented.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Certificate provides that the authorized capital of the Company consists
of 50,000,000 shares of common stock, par value $.01 per share, and 10,000,000
shares of undesignated preferred stock, par value $.01 per share. As of
September 30, 1997, there were 24,909,976 shares of common stock outstanding
and no shares of preferred stock outstanding. In addition, there were
outstanding options to acquire 5,013,168 shares of common stock.
COMMON STOCK
The holders of common stock of the Company are entitled to one vote per
share on all matters to be voted upon by the stockholders. Subject to
preferences that may be applicable to any outstanding preferred stock, the
holders of common stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Board of Directors out of
funds legally available therefor. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up of the Company, the holders of common
stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior rights of preferred stock, if any, then
outstanding. The common stock has no preemptive, conversion or other
subscription rights. There are no redemption or sinking fund provisions
available to the common stock. All outstanding shares of common stock are
fully paid and non-assessable.
PREFERRED STOCK
The Board of Directors has the authority to issue the undesignated preferred
stock in one or more series and to determine the powers, preferences and
rights and the qualifications, limitations or restrictions granted to or
imposed upon any wholly unissued series of undesignated preferred stock and to
fix the number of shares constituting any series and the designation of such
series, without any further vote or action by the stockholders. The issuance
of preferred stock may have the effect of delaying, deferring or preventing a
change in control of the Company and may adversely affect the voting and other
rights of the holders of common stock. The Company has no present plans to
issue any shares of preferred stock.
REGISTRATION RIGHTS
The holders of approximately 18,250,000 shares of common stock held by or
issuable to certain holders of options, and certain of their transferees, have
rights to have those shares of common stock registered by the Company under
the Securities Act. The 2,020,000 shares of Common Stock being sold by the
Selling Stockholders in this offering are being sold pursuant to the exercise
of these registration rights.
The Company and Mr. Brody are parties to a registration rights agreement
(the "Brody Registration Rights Agreement") with respect to 1,000,000 shares
of common stock issuable upon exercise of the Brody Option (the "Brody
Shares"). Under the Brody Registration Rights Agreement, Mr. Brody and his
assignees (the "Holders") may, beginning August 4, 1997 (April 4, 1998 with
respect to assignees) and subject to certain limitations, require the Company
to file up to three registration statements under the Securities Act
("registration demands") covering the public sale of all or any portion of the
Brody Shares, one of which may be for the sale of Brody Shares in an
underwritten offering, and two of which must be shelf registration statements.
In addition, the Holders have been granted "piggyback" registration rights
with respect to certain registration statements filed by the Company. The
shares offered by Mr. Brody as a Selling Stockholder in this offering are
being sold pursuant to the exercise of these registration rights. In any
registration, the Company must pay the registration expenses of the Holders,
including the legal fees of the Holders of up to $10,000, other than
underwriting commissions or discounts. The Company has agreed to indemnify the
Holders against certain liabilities, including liabilities under the
Securities Act, in connection with the registration of the Brody Shares. Brody
has exercised his demand registration rights with respect to this offering.
Pursuant to the Kim Registration Rights Agreement and the Li Registration
Rights Agreement (collectively, the "Registration Rights Agreements"), Dr. Kim
and Mr. Li were granted registration rights for 15,000,000 shares of common
stock (the "Kim Shares") and 4,000,000 shares of common stock (the "Li
Shares"), respectively. The Registration Rights Agreements provide that each
of Dr. Kim and his
52
<PAGE>
assignees and Mr. Li and his assignees, as the case may be, may, beginning
August 4, 1997 (April 4, 1998 with respect to assignees) and subject to
certain limitations, make up to five registration demands with respect to the
sale of all or any portion of the Kim Shares or the Li Shares, respectively,
three of which may be shelf registration statements. Dr. Kim and Mr. Li and
their assignees have also been granted "piggyback" registration rights with
respect to certain registration statements filed by the Company or other
selling stockholders. In any registration, the Company must pay the
registration expenses of Dr. Kim and Mr. Li and their assignees, including
legal fees of up to $10,000, other than underwriting commissions or discounts.
The Company has agreed to indemnify Dr. Kim and Mr. Li against certain
liabilities, including liabilities under the Securities Act, in connection
with the registration of the Kim Shares and the Li Shares. Dr. Kim and Mr. Li
have waived their "piggyback" registration rights in connection with this
offering.
Pursuant to a Stock Purchase Agreement between the Company and Amerindo, the
Company granted registration rights to Amerindo with respect to 1,000,000
shares of common stock (the "Amerindo Shares"). Amerindo acquired the shares
in a private placement on November 7, 1996 from the Company (400,000 shares),
Dr. Kim (500,000 shares) and Mr. Li (100,000 shares). The Stock Purchase
Agreement provides that Amerindo may, beginning one year after February 4,
1997 and subject to certain limitations, make one registration demand for a
shelf registration for all, but not less than all, of the Amerindo Shares.
Amerindo also has "piggyback" registration rights with respect to certain
registration statements filed by the Company. In any registration, the Company
must pay the registration expenses of Amerindo, excluding Amerindo's legal
fees, underwriting commissions and discounts. The Company has agreed to
indemnify Amerindo against certain liabilities, including liabilities under
the Securities Act, in connection with the registration of the Amerindo
Shares. Amerindo has exercised its "piggyback" registration rights with
respect to this offering.
In April 1997, the Company granted "piggyback" registration rights to
Oneline with respect to 20,000 shares of common stock subject to the Oneline
Option. Oneline has exercised its "piggyback" registration rights with respect
to this offering.
CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS
The Certificate of Incorporation provides that the liability of directors of
the Company is eliminated to the fullest extent permitted under Section
102(b)(7) of the Delaware General Corporation Law. As a result, no director of
the Company will be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for any willful or
negligent payment of an unlawful dividend, stock purchase or redemption or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Certificate divides the Board of Directors of the Company into three
classes, each class to be as nearly equal in number of directors as possible.
Messrs. Shigemura and Brody and Dr. Perry are Class I directors with their
terms of office expiring in 1999, Messrs. Li and Woolsey are Class II
directors whose terms will expire in 1998, and Drs. Kim and Rabin are Class
III directors whose terms will expire in 2000. At each annual meeting of
stockholders, directors in each class will be elected for terms of three years
to succeed the directors of that class whose terms are expiring. In accordance
with the DGCL, directors serving on classified boards of directors may only be
removed from office for cause. The Certificate provides that stockholders may
take action by the written consent of 66 2/3% of the stockholders, and that a
special meeting of stockholders may be called only by the Board of Directors.
The Bylaws of the Company provide that stockholders must follow an advance
notification procedure for certain stockholder nominations of candidates for
the Board of Directors and for certain other stockholder business to be
conducted at an annual meeting. These provisions could, under certain
circumstances, operate to delay, defer or prevent a change in control of the
Company.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's common stock is American
Stock Transfer & Trust Company.
53
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
As of September 30, 1997, there were 24,909,976 shares of common stock
outstanding, and upon the exercise of the Oneline Option, there will be
24,929,976 shares of common stock outstanding. Of these shares, approximately
16,230,000 shares are held by "affiliates" of the Company (as that term is
defined in Rule 144 under the Securities Act) and are eligible for sale in
accordance with the volume and manner of sale restrictions under Rule 144. All
shares held by stockholders that were subject to lock-up restrictions in
connection with the Company's initial public offering were freed from such
lock-up restrictions on August 4, 1997 and are freely tradeable without
restriction or registration under the Securities Act, except any shares held
by affiliates of the Company.
In general, under Rule 144 as presently in effect, if a period of at least
one year has elapsed since the later of the date shares of common stock that
are "restricted securities" (as that term is defined in Rule 144) were
acquired from the Company or the date they were acquired from an affiliate of
the Company, as applicable, the holder of such restricted shares (including an
affiliate) is entitled to sell a number of shares within any three-month
period that does not exceed the greater of 1% of the then outstanding shares
of common stock or the average weekly trading volume of the common stock on
the Nasdaq National Market during the four calendar weeks preceding such sale.
Sales under Rule 144 are also subject to certain requirements pertaining to
the manner of such sales, notices of such sales and the availability of
current public information concerning the Company. Affiliates may sell shares
not constituting restricted securities in accordance with the foregoing volume
limitations and other requirements but without regard to the one-year holding
period requirement.
Assuming the sale by the Selling Stockholders of all the shares offered
hereby, the Company and its executive officers, directors and certain
stockholders will beneficially own an aggregate of 17,172,157 outstanding
shares immediately following this offering.
The holders of approximately 18,250,000 shares of common stock held by or
issuable to certain holders of options, and certain of their transferees, have
rights to have those shares of common stock registered by the Company under
the Securities Act. The 2,020,000 shares of Common Stock being sold by the
Selling Stockholders in this offering are being sold pursuant to the exercise
of these registration rights. Holders of approximately 16,230,000 shares have
agreed to waive their "piggyback" registration rights with respect to this
offering.
The Company has registered on Form S-8 under the Securities Act 7,000,000
shares of common stock issued or reserved for issuance under the Stock Option
Plan, 200,000 shares of common stock issued or reserved for issuance under the
Stock Purchase Plan and 200,000 shares of common stock issued or reserved for
issuance under the 401(k) Plan. See "Management--Stock Option Plan," "--Stock
Purchase Plan" and "--401(k) Plan." Shares registered and issued pursuant to
such registration statement will be freely tradable unless held by affiliates
of the Company, for whom resale of the shares will be subject to the volume
limitations of Rule 144.
54
<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Selling Stockholders by Fried, Frank, Harris, Shriver & Jacobson,
Washington, DC.
EXPERTS
The financial statements of the Company as of December 31, 1994, 1995, 1996
and for each of the years ended December 31, 1994, 1995 and 1996 included in
this Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and have been so
included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, 7th Floor, New York, New
York 10048. Copies of such materials may be obtained from the Web site that
the Commission maintains at http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-1 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. Any
person to whom this Prospectus is delivered may obtain a copy of the
Registration Statement, including the exhibits thereto, without charge upon
written or oral request to the Secretary of the Company at 8301 Professional
Place, Landover, MD 20785-2237, Telephone: (301) 352-4600.
The common stock of the Company is listed on the Nasdaq National Market.
Reports, proxy statements and other information concerning the Company can be
inspected at the offices of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20006-1506.
55
<PAGE>
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1996 AND FOR THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 1996:
<TABLE>
<S> <C>
Independent Auditors' Report............................................. F-2
Balance Sheets as of December 31, 1995 and 1996.......................... F-3
Statements of Operations for Years Ended December 31, 1994, 1995 and
1996.................................................................... F-4
Statements of Stockholders' Equity (Deficit) for Years Ended December 31,
1994, 1995 and 1996..................................................... F-5
Statements of Cash Flows for Years Ended December 31, 1994, 1995 and
1996.................................................................... F-6
Notes to Financial Statements............................................ F-7
FINANCIAL STATEMENTS AS OF JUNE 30, 1997 AND DECEMBER 31, 1996 (UNAUDITED)
AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1997 (UNAUDITED):
Balance Sheets as of June 30, 1997 and December 31, 1996 (unaudited)..... F-14
Statements of Operations for the Three and Six Months Ended June 30, 1997
and 1996 (unaudited).................................................... F-15
Statements of Cash Flows for the Three and Six Months Ended June 30, 1997
and 1996 (unaudited).................................................... F-16
Notes to Financial Statements............................................ F-17
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Yurie Systems, Inc.:
We have audited the accompanying balance sheets of Yurie Systems, Inc. as of
December 31, 1995 and 1996, and the related statements of operations,
stockholders' equity (deficit) and cash flows for each of the three years in
the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Yurie Systems, Inc. as of
December 31, 1995 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
As discussed in Note 1 to the financial statements, in 1996, the Company
adopted the disclosure requirements of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock Based Compensation."
/s/ Deloitte & Touche LLP
Washington, DC
March 7, 1997
F-2
<PAGE>
YURIE SYSTEMS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1995 1996
---------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................... $3,779,800 $ 3,229,069
Accounts receivable--trade.......................... 1,172,394 4,931,012
Accounts receivable--other.......................... 2,828 54,154
Inventory........................................... 654,447 2,599,915
Deferred offering costs............................. -- 910,442
Deferred income taxes............................... -- 9,301
Prepaid expenses.................................... 5,164 392,881
---------- -----------
Total current assets.............................. 5,614,633 12,126,774
---------- -----------
PROPERTY AND EQUIPMENT:
Furniture and equipment............................. 90,250 206,522
Software............................................ 50,622 355,168
Computer and office equipment....................... 504,481 1,803,362
---------- -----------
Total property and equipment...................... 645,353 2,365,052
Less accumulated depreciation and amortization...... (89,257) (333,751)
---------- -----------
Net property and equipment........................ 556,096 2,031,301
---------- -----------
OTHER ASSETS.......................................... 20,938 57,756
---------- -----------
TOTAL ASSETS...................................... $6,191,667 $14,215,831
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.................................... $ 295,591 $ 1,969,714
Accrued liabilities................................. 270,279 3,156,385
Unearned revenue.................................... 4,000,000 --
Deferred income taxes............................... 64,995 --
Income taxes payable................................ 432,059 --
---------- -----------
Total current liabilities......................... 5,062,924 5,126,099
ACCRUED RENT.......................................... 25,661 14,932
DEFERRED INCOME TAXES................................. -- 19,310
STOCKHOLDERS' EQUITY:
Preferred Stock, par value $.01, authorized
10,000,000 shares, none issued..................... -- --
Common Stock, par value $.01 per share; authorized
30,000,000 shares in 1995 and 50,000,000 in 1996;
issued and outstanding, 20,208,400 shares at
December 31, 1995 and 20,608,400 shares at December
31, 1996........................................... 202,084 206,084
Additional paid-in capital........................... 119,939 4,915,939
Retained earnings.................................... 781,059 3,933,467
---------- -----------
Total stockholder's equity........................ 1,103,082 9,055,490
---------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $6,191,667 $14,215,831
========== ===========
</TABLE>
See notes to financial statements.
F-3
<PAGE>
YURIE SYSTEMS, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
---------- ---------- -----------
<S> <C> <C> <C>
REVENUE:
Product revenue............................ $ -- $2,869,937 $18,728,525
Service revenue............................ 1,143,520 1,992,669 2,490,563
Other revenue.............................. -- 1,108,333 391,667
---------- ---------- -----------
Total revenue............................ 1,143,520 5,970,939 21,610,755
COSTS OF REVENUE:
Cost of product revenue.................... -- 1,326,702 6,783,520
Cost of service revenue.................... 723,481 1,184,093 1,635,427
---------- ---------- -----------
Total cost of revenue.................... 723,481 2,510,795 8,418,947
---------- ---------- -----------
GROSS PROFIT................................. 420,039 3,460,144 13,191,808
OPERATING EXPENSES:
Research and development................... 39,875 427,815 3,846,654
Sales and marketing........................ -- -- 1,547,120
General and administrative................. 219,344 1,588,154 2,699,606
---------- ---------- -----------
Total operating expenses................. 259,219 2,015,969 8,093,380
---------- ---------- -----------
INCOME FROM OPERATIONS....................... 160,820 1,444,175 5,098,428
Other income............................... 1,583 13,341 83,375
---------- ---------- -----------
INCOME BEFORE INCOME TAXES................... 162,403 1,457,516 5,181,803
Provision for income taxes................. 41,535 560,661 2,029,395
---------- ---------- -----------
NET INCOME............................... $ 120,868 $ 896,855 $ 3,152,408
========== ========== ===========
NET INCOME PER COMMON SHARE.................. $ 0.01 $ 0.04 $ 0.14
========== ========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING.......... 17,542,408 21,710,064 21,811,082
========== ========== ===========
</TABLE>
See notes to financial statements.
F-4
<PAGE>
YURIE SYSTEMS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED
------------------- PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1,
1994................... 16,000,000 $160,000 $ -- $ (236,664) $ (76,664)
Net income............ -- -- -- 120,868 120,868
---------- -------- ---------- ---------- ----------
BALANCE, DECEMBER 31,
1994................... 16,000,000 160,000 -- (115,796) 44,204
Common stock
issuance............. 4,208,400 42,084 119,939 -- 162,023
Net income............ -- -- -- 896,855 896,855
---------- -------- ---------- ---------- ----------
BALANCE, DECEMBER 31,
1995................... 20,208,400 202,084 119,939 781,059 1,103,082
Common stock
issuance............. 400,000 4,000 4,796,000 -- 4,800,000
Net income............ -- -- -- 3,152,408 3,152,408
---------- -------- ---------- ---------- ----------
BALANCE, DECEMBER 31,
1996................... 20,608,400 $206,084 $4,915,939 $3,933,467 $9,055,490
========== ======== ========== ========== ==========
</TABLE>
See notes to financial statements.
F-5
<PAGE>
YURIE SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------
1994 1995 1996
--------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................... $ 120,868 $ 896,855 $ 3,152,408
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Depreciation........................... 11,220 76,249 244,494
Compensation due to stock issuance..... -- 162,023 --
Deferred income taxes.................. 22,315 42,680 (54,986)
Changes in assets and liabilities:
Accounts receivable.................... (137,943) (1,000,316) (3,809,944)
Inventory.............................. -- (654,447) (1,945,468)
Prepaid expenses....................... (10,665) 5,851 (387,717)
Other assets........................... (15,220) (5,718) (36,818)
Accounts payable and other accrued
expenses.............................. 73,368 318,695 3,907,229
Income taxes payable................... 19,220 412,839 (432,059)
Due to/from stockholder................ 50,601 (583) --
Unearned revenue....................... 275,437 3,724,563 (4,000,000)
Accrued rent........................... 18,511 7,150 (10,729)
--------- ----------- -----------
Net cash provided by (used in) operating
activities.............................. 427,712 3,985,841 (3,373,590)
--------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..... (202,250) (436,229) (1,719,699)
--------- ----------- -----------
Net cash used in investing activities.... (202,250) (436,229) (1,719,699)
--------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred offering costs................ -- -- (257,442)
Proceeds from issuance of common
stock................................. -- -- 4,800,000
--------- ----------- -----------
Net cash provided by financing
activities.............................. -- -- 4,542,558
--------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.............................. 225,462 3,549,612 (550,731)
CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR..................................... 4,726 230,188 3,779,800
--------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR.... $ 230,188 $ 3,779,800 $ 3,229,069
========= =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for income taxes............. $ -- $ 105,142 $ 2,699,000
========= =========== ===========
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
During 1995, the Company issued 4,208,400 shares of Common Stock that was
recorded as compensation expense in the amount of $162,023.
The Company has accrued deferred offering costs of $653,000.
See notes to financial statements.
F-6
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Yurie Systems, Inc. (formerly Integrated Systems Technology, Inc.) is a
Delaware corporation that was incorporated in February 1992. The Company
designs, manufactures, markets and services asynchronous transfer mode ("ATM")
access products for telecommunications service providers, corporate end users
and government end users. ATM is a standard for packaging and switching
digital information that facilitates high speed information transmission with
a high degree of efficiency.
Revenue Recognition--For financial reporting purposes, the Company records
revenue from product sales on the ship and bill method. Contract service
revenue is primarily generated from cost-reimbursable contracts, including
cost-plus-fixed-fee contracts, and is recorded on the basis of reimbursable
costs plus a pro rata portion of the fee. A portion of the Company's service
revenue is derived from various fixed-price contracts and is accounted for
using the percentage-of-completion method. Losses on contracts, if any, are
recorded when they become known. Contract costs for services supplied to the
U.S. government, including indirect expenses, are subject to audit by the
government's representatives. All revenue is recorded in amounts that are
expected to be realized upon final settlement.
Cash and Cash Equivalents--The Company considers all highly liquid temporary
investments including those with an original maturity of three months or less
to be cash equivalents. Cash and cash equivalents consist primarily of
interest bearing accounts.
Unbilled Receivables--Unbilled receivables include certain costs and a
portion of the fee and expected profit which is billable upon completion of
the contracts or the completion of certain tasks under terms of the contracts.
Inventories--Inventory is stated at the lower of cost or market using the
first-in, first-out method.
Depreciation and Amortization--Property and equipment is recorded at cost.
The cost of furniture and computer and office equipment is depreciated from
the date of installation using the straight-line method over the estimated
useful lives of the various classes of property, which range from three to
seven years. The costs of software are amortized using the straight-line
method over three years.
Warranty Reserve--Estimated warranty costs are accrued at the time revenue
is recognized and are charged to cost of revenues.
Software Development Costs--Software development costs incurred for products
to be sold are capitalized after technological feasibility has been
established, which is consistent with the guidance under SFAS No. 86,
"Accounting for the Costs of Computer Software to be Sold, Leased, or
Otherwise Marketed." As of December 31, 1996, all costs related to software
development have been expensed as incurred.
Deferred Offering Costs--Legal and other incremental costs associated with
raising capital through an initial public offering are capitalized on the
balance sheet. Such costs are subsequently netted against the proceeds of the
stock offering to which they relate. Such costs would be written off to
operations in the period in which the related offering is abandoned. There are
no deferred costs included in the balance sheets at December 31, 1994 and
1995. Deferred offering cost at December 31, 1996 was $910,442.
Income Taxes--The provision for income taxes includes Federal and state
income taxes currently payable plus the net change during the year in the
deferred tax liability or asset. The current or deferred tax consequences of
all events that have been recognized in the financial statements are measured
based on provisions of enacted tax law to determine the amount of taxes
payable or refundable in future periods.
F-7
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses in the financial statements and in the disclosures of
contingent assets and liabilities. Actual results could differ from those
estimates.
Concentration of Credit Risk--Financial instruments that potentially subject
the Company to concentration of credit risk principally consist of trade
accounts receivable. The Company's largest commercial customer accounted for
approximately 66% and 63% of gross accounts receivable at December 31, 1995
and 1996, respectively. In addition, other customers with balances in excess
of 10% accounted for approximately 23% of gross accounts receivable as of
December 31, 1995. There were no other customers with a balance in excess of
10% as of December 31, 1996. The Company performs ongoing credit evaluations
of its customers, but generally does not require collateral to support
customer receivables. Losses on uncollectible accounts have consistently been
within management's expectations and have historically been minimal.
Net Income (Loss) Per Share--Net income per common and common share
equivalents at December 31, 1994, 1995 and 1996 were computed based upon the
weighted average number of common and common share equivalents, outstanding
during the period. Common share equivalents consist of stock options
calculated using the treasury stock method. Retroactive restatement has been
made for the forty-to-one stock split on January 3, 1995 and the two-to-one
stock split on April 3, 1996. Primary and fully diluted earnings per share are
the same. Pursuant to Securities and Exchange Commission Staff Accounting
Bulletin No. 83, common stock and options to purchase common stock issued
within one year prior to the initial filing of the Registration Statement at
prices below the assumed initial public offering price will be included as
outstanding for all periods presented, using the treasury stock method.
New Accounting Pronouncements--As of January 1, 1996, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for
Impairment of Long-Lived Assets to be Disposed Of. The adoption had no effect
on the financial position or the results of operations of the Company. SFAS
No. 123, Accounting for Stock-Based Compensation, has been adopted by the
Company as of December 31, 1996. However, the Company has not adopted the
recognition and measurement provisions of SFAS No. 123 and therefore, will
provide only the applicable disclosures. (See Note 11).
Reclasssifications--Certain prior year amounts have been reclassified to
conform to the current year financial statement presentation.
2. LINE OF CREDIT
From January 1, 1995 to June 28, 1996, the Company had a credit agreement
with Commerce Bank, which provided for maximum borrowings of $100,000. At
December 31, 1995, there were no borrowings under this agreement.
On June 28, 1996, the Company entered into a revolving loan agreement with
Commerce Bank, which provides for maximum borrowings of $3,000,000, based upon
certain percentages of accounts receivable and inventory as borrowing bases.
The interest varies from prime to prime plus 1% depending upon the amounts
borrowed. At December 31, 1996, the prime rate was 8.25%. The agreement
expires on May 31, 1997. At December 31, 1996, there were no borrowings under
this agreement.
F-8
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
3. ACCOUNTS RECEIVABLE--TRADE
Trade accounts receivable consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
---------- ----------
<S> <C> <C>
Billed.............................................. $ 748,372 $4,166,149
Unbilled............................................ 424,022 764,863
---------- ----------
Total accounts receivable--trade.................. $1,172,394 $4,931,012
========== ==========
4. INVENTORY
Inventory consisted of the following:
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
---------- ----------
<S> <C> <C>
Raw materials....................................... $ 246,291 $1,836,581
Work-in-process..................................... 325,101 688,686
Finished goods...................................... 83,055 74,648
---------- ----------
Total inventory................................... $ 654,447 $2,599,915
========== ==========
5. ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
---------- ----------
<S> <C> <C>
Accrued salaries and employee benefits.............. $ 269,386 $1,563,704
Accrued sales and use tax........................... -- 272,784
Warranty accrued.................................... -- 544,306
Deferred offering costs............................. -- 653,000
Other accrued liabilities........................... 893 122,591
---------- ----------
Total accrued liabilities......................... $ 270,279 $3,156,385
========== ==========
</TABLE>
6. UNEARNED REVENUE
Unearned revenue at December 31, 1995 represents prepayment from AT&T for
purchases of products which had not been delivered as of the end of the
reporting period. All products had been delivered as of December 31, 1996.
7. INCOME TAXES
The provision for income taxes is comprised of the following:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1994 1995 1996
------- -------- ----------
<S> <C> <C> <C>
Current....................................... $19,220 $519,700 $2,084,381
Deferred...................................... 22,315 40,961 (54,986)
------- -------- ----------
Total...................................... $41,535 $560,661 $2,029,395
======= ======== ==========
</TABLE>
F-9
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
Expected statutory amount......................... 34.0% 34.0% 34.0%
Utilization of NOL carryforward................... (6.3) -- --
Benefit of lower tax bracket...................... (6.3) -- --
State income taxes, net of federal tax............ 4.6 4.6 4.6
Other............................................. -- (0.1) 0.6
------- ------- -------
Effective tax rate.............................. 26.0% 38.5% 39.2%
======= ======= =======
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and amounts used for income tax purposes and the impact of available
net operating loss carryforwards.
The tax effect of significant temporary differences, which comprise the
deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Deferred tax assets:
Accrued salaries and employee benefits...... $ 28,621 $ -- $ --
Warranty reserve............................ -- -- 210,210
Uniform capitalization...................... -- -- 19,310
Deferred rent............................... 7,149 9,987 5,767
-------- -------- --------
Total deferred tax assets................. 35,770 9,987 235,287
Deferred tax liabilities:
Depreciation................................ 18,768 25,685 19,310
Unbilled receivables........................ 39,317 49,297 225,986
-------- -------- --------
Total gross deferred tax liabilities...... 58,085 74,982 245,296
-------- -------- --------
Net deferred tax liabilities.............. $(22,315) $(64,995) $(10,009)
======== ======== ========
</TABLE>
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
Cash and Cash Equivalents--The carrying amounts reported in the balance
sheets for cash and cash equivalents approximates fair value.
Accounts Receivable and Accounts Payable--The carrying amounts reported
in the balance sheets for accounts receivable and accounts payable
approximate fair value.
9. COMMITMENTS
Lease Obligations--The Company currently leases two facilities in Lanham,
Maryland, which leases expire in 1998 and 1999. The Company is accounting for
the costs of these leases by recognizing rent expense on a straight-line basis
over the lease term. Each lease contains an escalation clause, one related
F-10
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
to increases in the Consumer Price Index and one providing a fixed 3% annual
increase. Both provide options for extension and one provides an option for
expansion. The following is a composite schedule, by year, of minimum rental
payments as of December 31, 1996:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
------------------------ --------
<S> <C>
1997............................................................ $398,941
1998............................................................ 271,212
1999............................................................ 167,463
--------
Total minimum lease payments.................................. $837,616
========
</TABLE>
Rental expense for the years ended December 31, 1994, 1995 and 1996, was
$38,500, $112,615, and $265,285, respectively.
Employment Agreements--The Company has employment agreements with two of its
executive officers. The agreements provide for a minimum salary level as well
as for bonuses which are determined by the Board of Directors. Each of the
employment agreements is for a one-year term that renews automatically unless
terminated by either party.
10. PENSION PLAN
Until December 31, 1995, the Company had an employee pension plan, which was
administered as a self-employment plan under Internal Revenue Service
regulations. It was Company policy to contribute annually an amount equal to
15% of qualified employees' salaries. Pension expense for the years ended
December 31, 1994, and 1995 was $38,119 and $93,557, respectively. The
investment options were employee directed. All employees are fully vested at
the end of one year of consecutive service.
Effective January 1, 1996, the plan is administered as a 401(k) profit
sharing plan that covers substantially all full time employees. Employees are
eligible to participate upon completion of one year of service and may
contribute up to 10% of their annual compensation not to exceed certain
statutory limitations. Eligible employees vest in employer contributions and
investment earnings thereon in 20% increments over a five year period. Pension
expense for the year ended December 31, 1996 totaled $37,661.
11. STOCKHOLDERS' EQUITY
On January 3, 1995, the Board of Directors approved a stock split in the
ratio of forty-to-one that increased the number of shares, all held at that
time by the President of the Company, from 200,000 to 8,000,000.
On May 22, 1995, the Company issued 4,000,000 shares of Common Stock to Kwok
Li as compensation for his services in connection with the development of the
LDR100. Also on May 22, 1995, and June 14, 1995 the Company issued 202,400 and
6,000 shares of Common Stock, respectively, to several employees as
compensation for their services to the Company. The Company recorded these
grants at $.077 per share, the then current fair value of the Common Stock
based on an independent appraisal conducted as of May 22, 1995.
On April 3, 1996, the Board of Directors recommended, and the shareholders
approved, a two-for-one stock split on outstanding shares of common stock as
well as options outstanding. At the same time, the option price per share was
reduced by 50%.
F-11
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The Company's Board of Directors approved a nonstatutory stock option plan
effective January 31, 1996, for which 395,800 shares of stock were approved to
be issued. On April 2, 1996, the Board of Directors recommended the stock
option plan be amended to increase the number of shares available under the
Plan to 1,250,000. This increase and the two-for-one stock split approved by
the shareholders on April 3, 1996, increased the number of shares available
under the plan to 2,500,000. Subsequently, on July 17, 1996, the Board of
Directors recommended and the shareholders approved another increase of
700,000 shares, bringing the total number of shares available under the plan
to 3,200,000. The exercise price per share was determined based upon estimated
fair value on the date of grant. Options are generally exercisable over a four
year period and expire ten years after the date of the grant.
A summary of stock option activity, described above, under the stock option
plan is as follows:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
---------
<S> <C>
Outstanding, January 1, 1996..................................... --
Granted:
At exercise price of $.52 per share............................ 2,103,442
At exercise price of $2.70 per share........................... 841,100
At exercise price of $9.00 per share........................... 251,380
At exercise price of $12.00 per share.......................... 17,000
---------
Total Granted.................................................... 3,212,922
Exercised........................................................ --
---------
Outstanding, December 31, 1996................................... 3,212,922
=========
Exercisable options at December 31, 1996......................... 271,500
=========
</TABLE>
The Company accounts for its stock-based compensation plans under APB No.
25. No compensation expense has been recognized in connection with the
options, as all options have been granted with an exercise price equal to the
fair value of the Company's common stock on the date of grant. The Company
adopted SFAS No. 123 for disclosure purposes in 1996. For SFAS No. 123
purposes, the fair value of each option grant has been estimated as of the
date of grant using the Black Scholes option pricing model with the following
weighted average assumptions: risk-free interest rate of 5.96%, expected life
of three years, dividend rate of zero percent, and expected volatility of
68.30%. Using these assumptions, the fair value of the stock options granted
in 1996 is $2,919,254, which would be amortized as compensation expense over
the vesting period of the options. The options generally vest equally over
four years. Had compensation expense been determined consistent with SFAS No.
123, utilizing the assumptions detailed above, the Company's net income and
earnings per share for the year ended December 31, 1996 would have been
reduced to the following pro forma amounts:
<TABLE>
<CAPTION>
1996
----------
<S> <C>
Net Income:
As Reported.................................................. $3,152,408
Pro forma.................................................... $2,993,026
Net income per common share:
As Reported.................................................. $0.14
Pro forma.................................................... $0.14
</TABLE>
The resulting pro forma compensation cost may not be representative of that
expected in future years.
F-12
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
On November 7, 1996, the Amerindo Technology Growth Fund Inc. (Amerindo)
acquired 400,000 shares of common stock of the Company for a purchase price of
$12.00 per share. In addition, Amerindo acquired 600,000 shares from officers
of the Company for $12.00 per share. Pursuant to the stock purchase agreement,
the Company granted Amerindo certain registration rights that begin one year
after the date of the effective date of a registration statement relating to
an initial public offering effected by the Company (or February 5, 1998).
12. SIGNIFICANT CUSTOMER
For the years ended December 31, 1994, 1995 and 1996, approximately 53%, 72%
and 87%, respectively, of total revenues were generated from sales through or
to one customer, AT&T. Included in Other Revenue in the Statement of
Operations for the years ended December 31, 1995 and 1996 are fees of
$1,108,333 and $391,667, respectively, earned under an agreement entered into
in August 1995 that granted AT&T certain rights to market and sell products of
the Company.
Under an amendment to this agreement, AT&T committed to purchase at least
$6,500,000, $10,000,000 and $10,000,000 of product in 1996, 1997 and 1998,
respectively.
13. SUBSEQUENT EVENT
On February 5, 1997, the Company completed its initial public offering and
sold an aggregate of 4,000,000 shares of Common Stock at $12.00 per share,
resulting in net proceeds of $44,640,000, after deducting underwriting
discounts.
F-13
<PAGE>
YURIE SYSTEMS, INC.
BALANCE SHEETS AS OF JUNE 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................... $28,741,677 $ 3,229,069
Short term investments.............................. 12,881,112 --
Accounts receivable................................. 8,910,508 4,985,166
Interest receivable................................. 405,615 --
Advances............................................ 740,477 --
Inventory........................................... 3,998,550 2,599,915
Deferred offering costs............................. -- 910,442
Deferred income taxes............................... 680,326 9,301
Prepaid expenses.................................... 402,145 392,881
----------- -----------
Total current assets.............................. 56,760,410 12,126,774
PROPERTY AND EQUIPMENT, net........................... 4,568,794 2,031,301
DEFERRED INCOME TAXES................................. 38,138 --
OTHER ASSETS.......................................... 136,462 57,756
----------- -----------
TOTAL ASSETS...................................... $61,503,804 $14,215,831
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.................................... $ 1,667,163 $ 1,969,714
Accrued liabilities................................. 3,293,820 3,156,385
Income taxes payable................................ 109,161 --
----------- -----------
Total current liabilities......................... 5,070,144 5,126,099
ACCRUED RENT.......................................... 98,753 14,932
DEFERRED INCOME TAXES................................. -- 19,310
STOCKHOLDERS' EQUITY:
Preferred Stock, par value $.01, authorized
10,000,000 shares, none issued..................... -- --
Common Stock, par value $.01; 50,000,000 shares
authorized; issued and outstanding, 24,741,341
shares at June 30, 1997 and 20,608,400 shares at
December 31, 1996.................................. 247,413 206,084
Additional paid-in capital.......................... 49,539,910 4,915,939
Retained earnings................................... 6,547,584 3,933,467
----------- -----------
Total stockholders' equity........................ 56,334,907 9,055,490
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $61,503,804 $14,215,831
=========== ===========
</TABLE>
See notes to financial statements.
F-14
<PAGE>
YURIE SYSTEMS, INC.
STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Product revenue(1)............ $ 9,966,525 $4,588,000 $17,398,990 $7,391,559
Service revenue............... 955,998 430,243 1,879,083 1,021,521
Other revenue................. -- -- -- 391,667
----------- ---------- ----------- ----------
Total revenue............... 10,922,523 5,018,243 19,278,073 8,804,747
COSTS OF REVENUE:
Cost of product revenue....... 3,589,534 1,622,664 6,397,004 2,357,295
Cost of service revenue....... 746,586 316,022 1,369,072 729,113
----------- ---------- ----------- ----------
Total costs of revenue...... 4,336,120 1,938,686 7,766,076 3,086,408
----------- ---------- ----------- ----------
GROSS PROFIT.................... 6,586,403 3,079,557 11,511,997 5,718,339
OPERATING EXPENSES:
Research and development...... 1,758,626 944,628 3,329,206 1,346,058
Sales and marketing........... 1,181,371 237,019 2,296,520 286,018
General and administrative.... 1,328,070 365,093 2,328,758 836,215
----------- ---------- ----------- ----------
Total operating expenses.... 4,268,067 1,546,740 7,954,484 2,468,291
----------- ---------- ----------- ----------
INCOME FROM OPERATIONS.......... 2,318,336 1,532,817 3,557,513 3,250,048
Other income.................. 464,720 15,569 728,899 54,524
----------- ---------- ----------- ----------
INCOME BEFORE INCOME TAX
PROVISION...................... 2,783,056 1,548,386 4,286,412 3,304,572
Provision for income taxes.... 1,083,751 619,355 1,672,295 1,321,829
----------- ---------- ----------- ----------
NET INCOME.................. $ 1,699,305 $ 929,031 $ 2,614,117 $1,982,743
=========== ========== =========== ==========
NET INCOME PER COMMON SHARE..... $ 0.06 $ 0.04 $ 0.10 $ 0.09
=========== ========== =========== ==========
WEIGHTED AVERAGE SHARES
OUTSTANDING.................... 26,641,844 21,750,808 25,728,111 21,750,808
=========== ========== =========== ==========
</TABLE>
- --------
(1) Product revenue includes amounts from related parties of $3,118,170 and
$4,818,170 for the three and six months ended June 30, 1997, respectively.
See notes to financial statements.
F-15
<PAGE>
YURIE SYSTEMS, INC.
STATEMENTS OF CASH FLOWS FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
1997 1996 1997 1996
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income.............. $ 1,699,305 $ 929,031 $ 2,614,117 $ 1,982,743
Adjustments to reconcile
net income to net cash
used in operating
activities:
Depreciation.......... 250,754 46,290 396,584 81,371
Compensation due to
stock issuance....... -- -- 120,500 --
Deferred income
taxes................ (359,335) -- (728,473) --
Changes in assets and
liabilities:
Accounts receivable... (2,530,672) (2,216,038) (3,925,342) (2,388,914)
Interest receivable... (405,615) -- (405,615) --
Advances.............. (740,477) -- (740,477) --
Inventory............. (49,619) 37,447 (1,398,635) 35,971
Prepaid expenses...... 198,629 (46,525) (9,264) (60,752)
Other assets.......... (101,056) (24,587) (78,706) (26,140)
Accounts payable...... (427,146) 874,927 (302,551) 845,596
Accrued expenses...... 1,030,963 497,973 137,435 598,672
Income taxes payable.. (6,914) (347,645) 741,527 (120,889)
Unearned revenue...... -- (998,000) -- (3,158,000)
Accrued rent.......... 86,503 (4,471) 83,821 (4,471)
------------ ----------- ------------ -----------
Net cash used in
operating activities... (1,354,680) (1,251,598) (3,495,079) (2,214,813)
------------ ----------- ------------ -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Short term
investments.......... (8,903,112) -- (12,881,112) --
Purchase of property
and equipment........ (1,506,286) (527,947) (2,934,077) (579,308)
------------ ----------- ------------ -----------
Net cash used in
investing activities... (10,409,398) (527,947) (15,815,189) (579,308)
------------ ----------- ------------ -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net proceeds from
issuance of common
stock................ 474,385 -- 44,822,876 --
------------ ----------- ------------ -----------
Net cash provided by
financing activities... 474,385 -- 44,822,876 --
------------ ----------- ------------ -----------
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS............. (11,289,693) (1,779,545) 25,512,608 (2,794,121)
CASH AND CASH
EQUIVALENTS, BEGINNING
OF PERIOD............... 40,031,370 2,765,224 3,229,069 3,779,800
------------ ----------- ------------ -----------
CASH AND CASH
EQUIVALENTS, END OF
PERIOD.................. $ 28,741,677 $ 985,679 $ 28,741,677 $ 985,679
============ =========== ============ ===========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Cash paid for income
taxes................ $ 1,450,000 $ 992,000 $ 1,475,450 $ 1,441,000
============ =========== ============ ===========
</TABLE>
See notes to financial statements.
F-16
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1--DESCRIPTION OF BUSINESS
Yurie Systems, Inc. (the "Company") is a Delaware corporation that was
incorporated in February 1992. The Company designs, manufactures, markets and
services asynchronous transfer mode ("ATM") access products for
telecommunications service providers, corporate end users and government end
users. ATM is a standard for packaging and switching digital information that
facilitates high speed information transmission with a high degree of
efficiency.
NOTE 2--BASIS OF PRESENTATION
The accompanying unaudited interim financial statements have been prepared
in accordance with Regulation S-X pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although management believes that the
disclosures are adequate to make the information not misleading.
In the opinion of management, the unaudited condensed financial statements
contain all adjustments, consisting of only normal recurring adjustments,
necessary to present fairly the financial position as of June 30, 1997, the
results of operations for the three and six month periods ended June 30, 1997
and 1996, and the cash flows for the three and six month periods ended June
30, 1997 and 1996. These financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
NOTE 3--ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
---------- ------------
<S> <C> <C>
Billed............................................. $8,406,674 $4,166,149
Unbilled........................................... 446,991 764,863
Other.............................................. 56,843 54,154
---------- ----------
Total accounts receivable........................ $8,910,508 $4,985,166
========== ==========
NOTE 4--INVENTORY
Inventory consisted of the following:
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
---------- ------------
<S> <C> <C>
Raw materials...................................... $1,351,435 $1,836,581
Work-in-process.................................... 1,078,541 688,686
Finished goods..................................... 1,568,574 74,648
---------- ----------
Total inventory.................................. $3,998,550 $2,599,915
========== ==========
</TABLE>
F-17
<PAGE>
YURIE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED)
NOTE 5--ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
---------- ------------
<S> <C> <C>
Accrued salaries and employee benefits............. $1,501,648 $1,563,704
Accrued sales and use tax.......................... 288,344 272,784
Warranty accrual................................... 1,179,223 544,306
Deferred offering costs............................ -- 653,000
Other accrued liabilities.......................... 324,605 122,591
---------- ----------
Total accrued liabilities........................ $3,293,820 $3,156,385
========== ==========
</TABLE>
NOTE 6--COMMITMENTS
On May 1, 1997, the Company entered into a lease for approximately 137,000
rentable square feet. This facility is being used as the Company's principal
offices. The lease commenced on June 1, 1997 and expires on November 30, 2004.
Rental payments begin on December 1, 1997, with the monthly rent being
recorded on a straight line basis over the life of the lease.
NOTE 7--RELATED PARTY TRANSACTIONS
In March 1997, one of the Company's officers became a majority shareholder
in and the acting Chairman of the Board of a corporation that provides
communications services specifically configured to meet the needs of large
network users. Yurie had product sales to this company totaling $3,118,170 and
$4,818,170 during the three and six months ended June 30, 1997, respectively.
At June 30, 1997, accounts receivable from this company totaled $3,274,079.
NOTE 8--EARNINGS PER SHARE
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (EPS) which
simplifies the standards for computing EPS previously found in APB Opinion No.
15 and makes them comparable to international EPS standards. The Statement is
effective for financial statements issued for periods ending after December
15, 1997. Had the following statement been effective for the three and six
months ended June 30, 1997 and 1996, earnings per share would have been
presented as follows:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
------------- -----------
1997 1996 1997 1996
------ ------ ----- -----
<S> <C> <C> <C> <C>
Earnings per common share....................... $.07 $.05 $.11 $.10
====== ====== ===== =====
Earnings per common share--assuming dilution.... $.06 $.04 $.10 $.09
====== ====== ===== =====
</TABLE>
NOTE 9--INITIAL PUBLIC OFFERING
On February 5, 1997, the Company completed its initial public offering and
sold an aggregate of 4,000,000 shares of Common Stock at $12.00 per share,
resulting in net proceeds of $44,640,000 after deducting underwriting
discounts. Other deferred offering costs related to the initial public
offering totaling $1,230,937 as of June 30, 1997 have been netted against
paid-in capital.
F-18
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEI-
THER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 2
Risk Factors............................................................. 5
Use of Proceeds.......................................................... 13
Dividend Policy.......................................................... 13
Capitalization........................................................... 14
Dilution.................................................................
Selected Financial Data.................................................. 15
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 16
Business................................................................. 25
Management............................................................... 39
Certain Transactions..................................................... 49
Principal and Selling Stockholders....................................... 50
Plan of Distribution..................................................... 51
Description of Capital Stock............................................. 52
Shares Eligible For Future Sale.......................................... 54
Legal Matters............................................................ 55
Experts.................................................................. 55
Available Information.................................................... 55
Index to Financial Statements............................................ F-1
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses payable by the Company in connection with the sale of the
Common Stock offered hereby are as follows:
<TABLE>
<S> <C>
Registration fee................................................ $ 18,860.98
Printing and engraving expenses................................. 50,000.00
Legal fees and expenses......................................... 50,000.00
Accounting fees and expenses.................................... 30,000.00
Transfer agent and registrar fees and expenses.................. 1,000.00
Miscellaneous................................................... 139.02
-----------
Total......................................................... $150,000.00
===========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate and Bylaws provide that the Company shall
indemnify to the fullest extent authorized by the DGCL, each person who is
involved in any litigation or other proceeding because such person is or was a
director or officer of the Company or is or was serving as an officer or
director of another entity at the request of the Company, against all expense,
loss or liability reasonably incurred or suffered in connection therewith. The
Certificate and Bylaws provide that the right to indemnification includes the
right to be paid expenses incurred in defending any proceeding in advance of
its final disposition; provided, however, that such advance payment will only
be made upon delivery to the Company of an undertaking, by or on behalf of the
director or officer, to repay all amounts so advanced if it is ultimately
determined that such director is not entitled to indemnification. If the
Company does not pay a proper claim for indemnification in full within 60 days
after a written claim for such indemnification is received by the Company, the
Certificate of Incorporation and Bylaws authorize the claimant to bring an
action against the Company and prescribe what constitutes a defense to such
action.
Section 145 of the DGCL permits a corporation to indemnify any director or
officer of the corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding brought by reason
of the fact that such person is or was a director or officer of the
corporation, if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reason to believe his conduct was unlawful. In a derivative action, (i.e.,
one brought by or on behalf of the corporation), indemnification may be made
only for expenses, actually and reasonably incurred by any director or officer
in connection with the defense or settlement of such an action or suit, if
such person acted in good faith and in a manner that he reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in
which the action or suit was brought shall determine that the defendant is
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, Article EIGHT of the Company's
Certificate eliminates the liability of a director to the corporation 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 corporation 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.
II-1
<PAGE>
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.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In the three years preceding the filing of this registration statement, the
Company has issued shares of common stock in the following transactions, each
of which was intended to be exempt from the registration requirements of the
Securities Act of 1933, as amended, by virtue of Section 4(2) thereunder. The
shares in each of the following transactions are presented as adjusted for a
2:1 stock split which the Company effected on April 3, 1996.
On May 22, 1995, the Company issued 4,000,000 shares of common stock to Kwok
Li as compensation.
On May 22, 1995, the Company issued 200 shares of common stock to each of
the following persons as compensation: Joseph Aviles, Jr., David Brooks,
Kawaldeep Chadha, John Randy Crout, William Flynn, Lawrence Foster, Erin
Holiday, Yvonne Julien, Cynthia Kim, William Marshall, Arthur Mobley and
Patrick O'Connor.
On May 22, 1995, the Company issued 200,000 shares of common stock to Yung
Lung Ho as compensation.
On June 14, 1995, the Company issued 4,000 shares of common stock to Arthur
Mobley as compensation.
On June 14, 1995, the Company issued 2,000 shares of common stock to David
Brooks as compensation.
In addition, on November 6, 1996, Amerindo acquired 400,000 shares of common
stock from the Company for $4.8 million.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1* Amended and Restated Certificate of Incorporation of Yurie Systems,
Inc. (filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-1, filed on November 7, 1996, as amended, No. 333-15759 (the
"November 1996 Form S-1")).
3.2* Amended and Restated Bylaws of Yurie Systems, Inc. (filed as Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the Quarter
Ended March 31, 1997 (the "March 31, 1997 Form 10-Q")).
4.1* Specimen Certificate representing the Common Stock (filed as Exhibit
4.1 to the November 1996 Form S-1).
5.1** Opinion of Fried, Frank, Harris, Shriver & Jacobson as to legality of
the securities registered hereunder.
10.1** Yurie Systems, Inc. Amended and Restated 1996 Non Statutory Stock
Option Plan, as amended June 30, 1997.
10.2* Jeong H. Kim Employment Agreement, dated as of July 31, 1996 (filed as
Exhibit 10.3 to the November 1996 Form S-1).
10.3* Kwok Li Employment Agreement, dated as of July 31, 1996 (filed as
Exhibit 10.4 to the November 1996 Form S-1).
10.4** Amendment to Kwok Li Employment Agreement, dated as of June 27, 1997.
10.5* Registration Rights Agreement between Yurie Systems, Inc. and Jeong H.
Kim, dated as of July 31, 1996 (filed as Exhibit 10.5 to the November
1996 Form S-1).
10.6* Registration Rights Agreement between Yurie Systems, Inc. and Kwok L.
Li, dated as of July 31, 1996 (filed as Exhibit 10.6 to the November
1996 Form S-1).
10.7* Registration Rights Agreement between Yurie Systems, Inc. and Kenneth
D. Brody, dated as of July 1, 1996 (filed as Exhibit 10.7 to the
November 1996 Form S-1).
10.8* Equity Incentive Agreement between Yurie Systems, Inc., Jeong H. Kim
and Kenneth D. Brody, dated as of July 1, 1996 (filed as Exhibit 10.8
to the November 1996 Form S-1).
10.9* Agreement of Lease between Digital Equipment Corporation and Yurie
Systems, Inc., dated as of April 18, 1997 (filed as Exhibit 10.9 to
the March 31, 1997 Form 10-Q).
10.10* Amended and Restated Agreement between AT&T Corp. Government
Markets/Defense Markets and Yurie Systems, Inc., dated as of December
4, 1996 (filed as Exhibit 10.10 to the November 1996 Form S-1).
10.11* Stock Purchase Agreement between Yurie Systems, Inc. and Amerindo
Technology Growth Fund, Inc., dated October 31, 1996 (filed as Exhibit
10.11 to the November 1996 Form S-1).
10.12* Yurie Systems, Inc. Employee Stock Purchase Plan (filed as Exhibit
10.12 to the November 1996 Form S-1).
10.13* Yurie Systems, Inc. 401(k) Savings Plan (filed as Exhibit 10.13 to the
November 1996 Form S-1).
10.14* Harry J. Carr Employment Agreement, dated as of April 30, 1997 (filed
as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 1997 (the "June 30, 1997 Form 10-Q").
10.15* Harry J. Carr Stock Option Agreement, dated as of April 30, 1997
(filed as Exhibit 10.2 to the June 30, 1997 Form 10-Q).
10.16* Purchase Agreement between Yurie Systems, Inc. and Splitrock Services,
Inc., dated as of July 1, 1997 (filed as Exhibit 10.3 to the June 30,
1997 Form 10-Q).
11.1* Statement re computation of earnings per share (filed as Exhibit 11.1
to the June 30, 1997 Form 10-Q).
23.1 Consent of Deloitte & Touche, LLP.
23.2** Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1).
24.1** Power of Attorney (included on signature page).
</TABLE>
- --------
* Incorporated herein by reference.
** Previously filed.
II-3
<PAGE>
(b) Financial Statement Schedules:
All other schedules are omitted because they are not required, are not
applicable or the information is included in the consolidated financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by
the final adjudication of such issue.
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 of 1933.
(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. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
established maximum offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(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.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, 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.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL THE REQUIREMENTS FOR FILINGS ON FORM S-1 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN LANDOVER, MARYLAND ON OCTOBER 20, 1997.
Yurie Systems, Inc.
By: /s/ Jeong H. Kim
---------------------------------
JEONG H. KIM
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
II-5
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THIS 20TH DAY OF OCTOBER, 1997.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jeong H. Kim Chairman of the
- ------------------------------------- Board and Chief
JEONG H. KIM Executive Officer
* Vice Chairman of the
- ------------------------------------- Board and Chief
KWOK L. LI Technical Officer
* President, Chief
- ------------------------------------- Operating Officer,
HARRY J. CARR and a Director
* Senior Vice
- ------------------------------------- President, Sales
BARTON Y. SHIGEMURA and Marketing and a
Director
* Chief Financial
- ------------------------------------- Officer and
HARRY J. D'ANDREA Treasurer (also
serves as Chief
Accounting Officer)
* Director
- -------------------------------------
R. JAMES WOOLSEY
* Director
- -------------------------------------
HERBERT RABIN
* Director
- -------------------------------------
KENNETH D. BRODY
* Director
- -------------------------------------
WILLIAM J. PERRY
*By: /s/ Jeong H. Kim Attorney-in-Fact
- -------------------------------------
JEONG H. KIM
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
3.1* Amended and Restated Certificate of Incorporation of Yurie Systems,
Inc. (filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-1, filed on November 7, 1996, as amended, No. 333-15759 (the
"November 1996 Form S-1")).
3.2* Amended and Restated Bylaws of Yurie Systems, Inc. (filed as Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the Quarter
Ended March 31, 1997 (the "March 31, 1997 Form 10-Q")).
4.1* Specimen Certificate representing the Common Stock (filed as Exhibit
4.1 to the November 1996 Form S-1).
5.1** Opinion of Fried, Frank, Harris, Shriver & Jacobson as to legality of
the securities registered hereunder.
10.1** Yurie Systems, Inc. Amended and Restated 1996 Non Statutory Stock
Option Plan, as amended June 30, 1997.
10.2* Jeong H. Kim Employment Agreement, dated as of July 31, 1996 (filed as
Exhibit 10.3 to the November 1996 Form S-1).
10.3* Kwok Li Employment Agreement, dated as of July 31, 1996 (filed as
Exhibit 10.4 to the November 1996 Form S-1).
10.4** Amendment to Kwok Li Employment Agreement, dated as of June 27, 1997.
10.5* Registration Rights Agreement between Yurie Systems, Inc. and Jeong H.
Kim, dated as of July 31, 1996 (filed as Exhibit 10.5 to the November
1996 Form S-1).
10.6* Registration Rights Agreement between Yurie Systems, Inc. and Kwok L.
Li, dated as of July 31, 1996 (filed as Exhibit 10.6 to the November
1996 Form S-1).
10.7* Registration Rights Agreement between Yurie Systems, Inc. and Kenneth
D. Brody, dated as of July 1, 1996 (filed as Exhibit 10.7 to the
November 1996 Form S-1).
10.8* Equity Incentive Agreement between Yurie Systems, Inc., Jeong H. Kim
and Kenneth D. Brody, dated as of July 1, 1996 (filed as Exhibit 10.8
to the November 1996 Form S-1).
10.9* Agreement of Lease between Digital Equipment Corporation and Yurie
Systems, Inc., dated as of April 18, 1997 (filed as Exhibit 10.9 to
the March 31, 1997 Form 10-Q).
10.10* Amended and Restated Agreement between AT&T Corp. Government
Markets/Defense Markets and Yurie Systems, Inc., dated as of December
4, 1996 (filed as Exhibit 10.10 to the November 1996 Form S-1).
10.11* Stock Purchase Agreement between Yurie Systems, Inc. and Amerindo
Technology Growth Fund, Inc., dated October 31, 1996 (filed as Exhibit
10.11 to the November 1996 Form S-1).
10.12* Yurie Systems, Inc. Employee Stock Purchase Plan (filed as Exhibit
10.12 to the November 1996 Form S-1).
10.13* Yurie Systems, Inc. 401(k) Savings Plan (filed as Exhibit 10.13 to the
November 1996 Form S-1).
10.14* Harry J. Carr Employment Agreement, dated as of April 30, 1997 (filed
as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 1997 (the "June 30, 1997 Form 10-Q").
10.15* Harry J. Carr Stock Option Agreement, dated as of April 30, 1997
(filed as Exhibit 10.2 to the June 30, 1997 Form 10-Q).
</TABLE>
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement No. 333-36413 of Yurie Systems, Inc. on Form S-1 of our report dated
March 7, 1997 appearing in the Prospectus, which is part of the Registration
Statement, and the references to us under the headings "Selected Financial Data"
and "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE L.L.P.
Washington, D.C.
October 17, 1997
