SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 1998
YURIE SYSTEMS, INCORPORATED
(Exact name of Registrant as specified in its charter)
State or other jurisdiction of incorporation: Delaware
Commission File No.: 0-36413
I.R.S. Employer Identification No.: 52-1778987
Address of principal executive offices: 8301 Professional Place
Landover, Maryland 20785-2237
Registrant's telephone number, including area code: (301) 352-4600
Former name or former address, if changed since last report: Not applicable
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ITEM 5. OTHER EVENTS.
On April 27, 1998, Yurie Systems, Inc. and Lucent Technologies Inc.
issued a joint press release announcing that Yurie Systems, Inc. will be
acquired by Lucent Technologies Inc. A copy of the press release is attached
hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated April 27, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
YURIE SYSTEMS, INC.
By: /s/ Harry D'Andrea
----------------------
Harry D'Andrea
Chief Financial Officer
and Treasurer
Dated: April 27, 1998
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated April 27, 1998.
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EXHIBIT 99.1
LUCENT TECHNOLOGIES TO PURCHASE YURIE SYSTEMS, INC.
A LEADER IN ATM ACCESS DATA NETWORKING
PURCHASE OF YURIE ADDS TO GROWING DATA NETWORKING PORTFOLIO
FOR IMMEDIATE RELEASE: Monday, April 27, 1998
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MURRAY HILL, N.J. -- In a key move to address another high-growth
opportunity in the data networking business, Lucent Technologies today said
it will acquire Yurie Systems, Inc. (NASDAQ: YURI), a global leader in ATM
access equipment for data, voice and video networking, for about $1 billion
in cash, or $35 a share in a tender offer. The transaction is expected to
be completed by the end of the quarter ending June 30, 1998.
Based in Landover, Maryland, Yurie provides ATM wide area network (WAN)
access equipment for service providers, corporations and government users.
ATM is an industry standard, cell-based, very high-speed communications
technology used to transmit data -- including Internet traffic -- voice and
video over backbone networks.
"Today we fill in another key space in our data networking portfolio
with this important acquisition," said Bill O'Shea, president of Lucent's
Data Networking Systems group. "The ATM access opportunity is growing
explosively -- at annual rates greater than 60 percent -- and Yurie is the
recognized leader in delivering next-generation, highly-reliable, ATM WAN
access solutions for multi-service networking. Adding Yurie to the Lucent
team will help us meet our aggressive leadership and growth objectives in
this business."
O'Shea noted that Lucent already works closely with Yurie through an OEM
relationship.
"Yurie's LDR product family of intelligent ATM access concentrators now
serves as the basis for our Lucent AC 60 and Lucent AC 120 products," he said.
"We've learned through experience that both companies share a strong desire to
deliver data networking products that are easy to install, highly reliable,
easy to manage and less complex to operate."
"An added bonus is the company has an exceptionally strong management
team that is well regarded by Wall Street and the industry. In fact, Yurie
was recognized by Business Week as the Number One Hot Growth Company in 1997,"
he said.
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Jeong Kim, chairman and CEO of Yurie, will join Lucent as president of
the Carrier Networks business unit with the Data Networking Systems' group.
It will remain headquartered in Landover, Md.
"When we founded Yurie, our goal was to develop and deliver a family of
highly reliable and scaleable access products that could link a broad range of
voice, data and video services into ATM backbone networks," Kim said. "Our
products give network service providers and corporate users best-in class
manageability, scaleability and Quality of Service (QoS).
"We are also delighted to be a part of Lucent's data networking
business," he said. "Several of our key people are pioneers in ATM
technology. We recognize the power of linking our capabilities to the
technological heritage and global reach of Lucent and Bell Labs in
communications networking."
Last year Lucent introduced a strategy to address the data networking
business and announced a series of new and enhanced products. Since then the
company has acquired Livingston Enterprises, Inc., and Prominet Corporation,
two leading data networking equipment companies.
The Yurie purchase is expected to result in a significant one-time charge
against earnings. The charge involves accounting write-off assigned to
in-process research and development and will be taken in the third fiscal
quarter of 1998 assuming the transaction is closed by June 30, 1998.
Excluding this one time charge, the impact of the purchase to earnings is
expected to be slightly dilutive in the first full year of operation.
Yurie led both in worldwide and North American sales for ATM WAN access
equipment for 1996 and 1997, according to several industry analysts groups.
According to Vertical Systems Group, Yurie captured more than 28 percent of
the sales for 1997.
Vertical Systems predicts a growth rate in this business of more than 80
percent. Dataquest estimates growth rates at more than 60 percent.
Yurie's LDR200 ATM access concentrator was introduced in 1996 and won
Data Communications Hot Product Award for WAN equipment. It delivers high
port density, low cost per port and frame relay interworking capabilities.
The LDR50 has half the capacity of the LDR200 for regional and branch office
applications. Another member of the product family the LDR5, is designed for
small office applications.
The Yurie LDR family is a part of the Lucent portfolio as the Lucent
Access Concentrator 120 and Lucent Access Concentrator 60. These products are
deployed with the Lucent Multiservice Switch 1000 (Lucent MX 1000) to provide
the industry's most comprehensive integrated access and ATM switching
solution.
"In addition to current products, this acquisition provides Lucent with
the ability to integrate the technology of the two companies to create
exciting new products," O'Shea said.
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Other Yurie customers have included AT&T, Sprint, Ericsson, Bay Networks
and the U.S. government, universities and hospitals.
Yurie completed its IPO in February 1997 and was recognized as America's
Number One Hot Growth Company by Business Week in May 1997.
In September, Lucent introduced an enhanced portfolio of intelligent
switching, access and network management products as a part of its plan to
dramatically improve data networking performance. In December, the company
acquired Livingston Enterprises, Inc., of Pleasanton, CA., a leading provider
of remote access networking solutions for the Internet. In January, Lucent
acquired Prominet Corporation, a Marlborough, MA.-based developer of
high-performance local area network (LAN) switching equipment.
Under the terms of the definitive agreement, Lucent will begin a cash
tender offer for all outstanding shares of Yurie common stock for $35 a share.
The offer is expected to commence no later than April 30 and will be scheduled
to close by May 28. In addition, shareholders holding in excess of 50 percent
of Yurie's common stock on a fully diluted basis have agreed to tender Yurie
stock. Any shares not purchased in the offer will be acquired for the same
price in cash, in a second-step merger.
The boards of both companies have approved the acquisition. The offer
and merger is subject to the purchase of a majority of outstanding shares of
Yurie common stock, as well as other customary legal requirements.
In addition, certain key members of the Yurie management team have agreed
to invest a portion of their proceeds in Lucent stock to be vested over a
three-year period.
As a part of its data networking portfolio, Lucent offers
industry-industry professional support services capabilities through NetCarer
Services, a broad set of consulting, integration, management and maintenance
services for multivendor data and video networks, voice systems and networks
and call centers.
For more information on Yurie, browse the company's home page at
http://www.yurie.com.
Lucent Technologies designs, builds and delivers a wide range of public
and private networks, communications systems and software, business telephone
systems and microelectronics components. Bell Labs is the research and
development arm for the company. More information about Lucent Technologies,
headquartered in Murray Hill, NJ, is available on its Web site at
http://www.lucent.com.
