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SECOND PROSPECTUS SUPPLEMENT RULES 424(b)(3) and 424(c)
TO PROSPECTUS DATED NOVEMBER 4, 1997 REGISTRATION NO. 333-36413
2,020,000 SHARES
YURIE SYSTEMS, INC.
COMMON STOCK
Yurie Systems, Inc. (the "Company" or "Yurie"), has prepared this
Prospectus Supplement to update the Company's Prospectus dated November 4, 1997
(the "Prospectus") and the First Prospectus Supplement dated November 24, 1997
covering 2,020,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock") to be sold by certain Selling Stockholders of the
Company. This Prospectus Supplement should be read in conjunction with the
Prospectus and the First Prospectus Supplement, and is qualified by reference to
the Prospectus and the First Prospectus Supplement except to the extent that the
information herein contained supersedes the information contained in the
Prospectus or the First Prospectus Supplement. Capitalized terms used in this
Prospectus Supplement and not otherwise defined herein have the meanings
specified in the Prospectus.
The Prospectus, together with the First Prospectus Supplement and this
Second Prospectus Supplement, constitutes the prospectus required to be
delivered by Section 5(b) of the Securities Act with respect to offers and sales
of the shares of Common Stock by the Selling Stockholders. All references in the
Prospectus to "this Prospectus" are hereby amended to read "this Prospectus (as
supplemented and amended)."
DATA LABS ACQUISITION. On December 1, 1997, the Company entered into a
definitive merger agreement (the "Merger Agreement") providing for the merger
(the "Merger") of Nicole Acquisition Corporation, a Delaware corporation and
wholly owned subsidiary of the Company with and into privately-held Data Labs,
Inc, a Delaware corporation ("Data Labs"), and pursuant to which Data Labs would
become a wholly owned subsidiary of the Company. The Merger was effected on
December 1, 1997 (the "Effective Time") pursuant to a certificate of merger
filed with the Secretary of State of the State of Delaware.
Data Labs is based in Maryland and manufactures and markets branch
office ATM products. Prior to the Merger, the Company sold Data Labs branch
office ATM access product on a private label basis as Yurie's LDR5.
Pursuant to the terms of the Merger Agreement, the Company issued
358,412 shares of its common stock in exchange for all of the outstanding shares
of common and preferred stock of Data Labs, all warrants to purchase Data Labs
common stock, all vested options to purchase shares of Data Labs common stock
outstanding immediately prior to the Effective Time of the Merger and fifty
percent (50%) of the unvested options to purchase shares of Data Labs common
stock outstanding immediately prior to the Effective Time of the Merger. The
remaining unvested options equal to approximately 5,820 shares of Yurie common
stock were assumed by the Company. Ten percent of the shares issued in the
Merger, or 35,841 shares, were placed into an escrow to cover indemnification
claims in connection with the transaction. The Merger is intended to be
accounted for as a pooling of interests for financial reporting purposes in
accordance with generally accepted accounting principles.
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.
The date of this Prospectus Supplement is December 9, 1997.
