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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Yurie Systems, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- ------------------------------------------------------------------------------
(Title of Class of Securities)
98871Q102
- ------------------------------------------------------------------------------
(CUSIP Number)
John J. McDonnell, Esq.
Secretary and General Counsel
Yurie Systems, Inc.
8301 Professional Place
Landover, MD 20785
(301) 352-4600
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copies to:
James H. Schropp, Esq.
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Avenue, N.W., Suite 800
Washington, D.C. 20004-2505
(202) 639-7120
April 27, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE> 2
SCHEDULE 13D
- ---------------------------------- ----------------------------------
CUSIP NO. 98871Q102 PAGE 2 OF 10 PAGES
------------- --- ----
- ---------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harry J. Carr
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,000,000
SHARES
--------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
--------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,000,000
WITH
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.8% of the shares outstanding as of April 24, 1998
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
Exhibit Index on Page 10
<PAGE> 3
SCHEDULE 13D
- ---------------------------------- ----------------------------------
CUSIP NO. 98871Q102 PAGE 3 OF 10 PAGES
------------- --- ----
- ---------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeong H. Kim
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 13,287,600*
SHARES
--------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
--------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,600,200*
WITH
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
687,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,287,600*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 52.1% of the shares outstanding as of April 24, 1998
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
* Includes 200 shares of common stock owned by Mr. Kim's spouse, Cynthia
Kim, as to which he disclaims beneficial ownership.
Exhibit Index on Page 10
<PAGE> 4
SCHEDULE 13D
- ---------------------------------- ----------------------------------
CUSIP NO. 98871Q102 PAGE 4 OF 10 PAGES
------------- --- ----
- ---------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kwok L. & Felice Li
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,170,000*
SHARES
--------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
--------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,170,000*
WITH
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,170,000*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 12.4% of the shares outstanding as of April 24, 1998
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
* Includes 950,000 shares of common stock owned by Mr. Li's spouse, Felice
Li, as to which Mr. Li disclaims beneficial ownership. Also, includes
2,200,000 shares of common stock held of record by Linsang Partners LLC,
of which Mr. Li holds a controlling interest.
Exhibit Index on Page 10
<PAGE> 5
SCHEDULE 13D
- ---------------------------------- ----------------------------------
CUSIP NO. 98871Q102 PAGE 5 OF 10 PAGES
------------- --- ----
- ---------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Linsang Partners LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,200,000
SHARES
--------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
--------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,200,000
WITH
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.7% of the shares outstanding as of April 24, 1998
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
Exhibit Index on Page 10
<PAGE> 6
- ---------------------------------- ----------------------------------
CUSIP NO. 98871Q102 PAGE 6 OF 10 PAGES
------------- --- ----
- ---------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barton Y. Shigemura
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 996,000
SHARES
--------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
--------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 996,000
WITH
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.8% of the shares outstanding as of April 24, 1998
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
Exhibit Index on Page 10
<PAGE> 7
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.01 per share, of the Yurie Systems, Inc., a Delaware
corporation (the "Company"), whose principal executive offices are located at
8301 Professional Place, Landover, MD 20785-2237.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Harry J. Carr, Jeong H. Kim, Kwok L. &
Felice Li, Linsang Partners LLC ("Linsang") and Barton Y. Shigemura (each a
"Reporting Person" and collectively "Reporting Persons"). The addresses of
each of the Reporting Persons are incorporated herein by reference to Exhibit
A of the Stockholders Agreement (the "Stockholders Agreement") among Lucent
Technologies Inc., a Delaware corporation ("Parent"), Reindeer Acquisition,
Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the
"Purchaser"), the Reporting Persons, Cynthia Kim and Felice Li dated April
27, 1998, which is attached as Exhibit (1) to this Statement. Other than
Linsang, each of the Reporting Persons is a citizen of the United States.
Linsang is Delaware limited liability company of which Mr. Li holds a
controlling interest and for which Mr. Li serves as the sole manager.
Mr. Carr is the President, Chief Operating Officer and a Director of
the Company. Mr. Kim is the Chief Executive Officer and Chairman of the
Board of Directors of the Company. Mr. Li is the Chief Technology Officer
and Vice Chairman of the Board of the Company and also serves as the Chairman
of the Board of Directors of Splitrock Services, Inc., a Texas corporation
that provides network communications services. Mr. Shigemura is Senior Vice
President, Sales and Marketing and a Director of the Company.
During the last five years, none of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of Common Stock beneficially
owned by each of the Reporting Persons is set forth in Items 11 and 12 of
each of the preceeding cover pages. As a group, the Reporting Persons
beneficially own 18,453,600 shares of Common Stock, representing 67.1% of the
outstanding Common Stock as of April 24, 1998.
(b) Subject to the Stockholders Agreement, each of the Reporting
Persons has sole power to vote the full number of shares as set forth in Item
7 of each of the preceeding cover pages.
(c) Other than Mr. Li, none of the Reporting Persons effected a
transaction with respect to the Common Stock during the past sixty days. Mr.
Li sold 125,000 shares of Common Stock on March 20, 1998 and 175,000 shares
of Common Stock on March 23, 1998.
Page 7 of 10 Pages
Exhibit Index on Page 10
<PAGE> 8
(d) The Stockholders Agreement provides that the proceeds of certain
shares of Common Stock owned by Mr. Kim will be paid to Mr. Brody, a party to
an Equity Incentive Agreement between the Company, Dr. Kim and Kenneth D.
Brody, dated July 1, 1996 (the "Brody Option"), which is attached hereto as
Exhibit (2). The number of shares of Common Stock subject to the Brody
Option is 687,400 (or less than 5% of the class).
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth below, none of the Reporting Persons has any
contract, arrangement, understanding or relationship relating to the shares
of Common Stock.
Pursuant to the Stockholders Agreement, upon the occurrence of certain
conditions set forth therein, each Reporting Person has agreed to tender to
the Purchaser the shares of Common Stock that such Reporting Person owned as
set forth in Exhibit A to the Stockholders Agreement (the "Subject Shares"),
as well as any Subject Shares that they thereafter acquire, including upon
the exercise of stock options. As discussed below, Dr. Kim's obligations
under the Stockholders Agreement are subject to the Brody Option. Under the
Stockholders Agreement, each Reporting Person also has granted an irrevocable
proxy for the benefit of the Purchaser with respect to the Subject Shares to
vote such Subject Shares in certain circumstances. All description of the
Stockholders Agreement is qualified in its entirety by reference to the
Stockholders Agreement, a copy of which is attached hereto as Exhibit (1).
The Stockholders Agreement is described more fully in Section 12 on pages 20
to 22 of the Offer to Purchase for Cash All Outstanding Shares of Common
Stock of the Company dated April 30, 1998, previously filed on April 30, 1998
by the Parent and Purchaser as Exhibit (a)(1) to Schedule 14D-1 Tender Offer
Statement and Schedule 13D.
Pursuant to the Brody Option, Mr. Brody acquired an option to purchase
1,000,000 shares of Common Stock at an exercise price of $4.00 per share from
Dr. Kim. 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.
Currently, 687,400 shares of Dr. Kim's holdings remain subject to the Brody
Option. Thus, in accordance with the Stockholders Agreement, Dr. Kim is
obligated to sell only 12,600,000 shares of Common Stock to the Purchaser.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Stockholders Agreement, dated as of April 27, 1998, among the
Purchaser, Parent and the Stockholders.
(2) The Brody Option (incorporated by reference to Exhibit 10.8 of the
Company's Registration Statement on Form S-1, filed November 7,
1996, as amended, No. 333-15759)
(3) Joint Filing Agreement dated May 7, 1998 among Harry J. Carr, Cynthia
Kim, Jeong H. Kim, Felice Li, Kwok L. Li, Linsang Partners LLC and
Barton Y. Shigemura
(4) Power of Attorney appointing James H. Schropp attorney-in-fact for
Harry J. Carr
(5) Power of Attorney appointing James H. Schropp attorney-in-fact for
Jeong H. Kim
(6) Power of Attorney appointing James H. Schropp attorney-in-fact for
Felice Li
(7) Power of Attorney appointing James H. Schropp attorney-in-fact for Kwok
L. Li
(8) Power of Attorney appointing James H. Schropp attorney-in-fact for
Linsang Partners LLC
(9) Power of Attorney appointing James H. Schropp attorney-in-fact for
Barton Y. Shigemura
Page 8 of 10 Pages
Exhibit Index on Page 10
<PAGE> 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 7, 1998 HARRY J. CARR
By: /s/ JAMES H. SCHROPP
-----------------------------
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: May 7, 1998 JEONG H. KIM
By: /s/ JAMES H. SCHROPP
-----------------------------
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: May 7, 1998 FELICE LI
By: /s/ JAMES H. SCHROPP
-----------------------------
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: May 7, 1998 KWOK L. LI
By: /s/ JAMES H. SCHROPP
-----------------------------
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: May 7, 1998 LINSANG PARTNERS LLC
By: /s/ JAMES H. SCHROPP
-----------------------------
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: May 7, 1998 BARTON Y. SHIGEMURA
By: /s/ JAMES H. SCHROPP
-----------------------------
Name: James H. Schropp
Title: Attorney-in-Fact
Page 9 of 10 Pages
Exhibit Index on Page 10
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
--- -------
<S> <C>
(1) Stockholders Agreement, dated as of April 27, 1998, among the
Purchaser, Parent and the Stockholders
(2) The Brody Option (incorporated by reference to Exhibit 10.8 of the
Company's Registration Statement on Form S-1, filed November 7,
1996, as amended, No. 333-15759)
(3) Joint Filing Agreement dated May 7, 1998 among Harry J. Carr, Cynthia
Kim, Jeong H. Kim, Felice Li, Kwok L. Li, Linsang Partners LLC and
Barton Y. Shigemura
(4) Power of Attorney appointing James H. Schropp attorney-in-fact for
Harry J. Carr
(5) Power of Attorney appointing James H. Schropp attorney-in-fact for
Jeong H. Kim
(6) Power of Attorney appointing James H. Schropp attorney-in-fact for
Felice Li
(7) Power of Attorney appointing James H. Schropp attorney-in-fact for Kwok
L. Li
(8) Power of Attorney appointing James H. Schropp attorney-in-fact for
Linsang Partners LLC
(9) Power of Attorney appointing James H. Schropp attorney-in-fact for
Barton Y. Shigemura
</TABLE>
Page 10 of 10 Pages
Exhibit Index on Page 10
<PAGE> 1
EXHIBIT (1)
CONFORMED COPY
STOCKHOLDERS AGREEMENT dated as of April 27, 1998, among
LUCENT TECHNOLOGIES INC., a Delaware corporation ("Parent"),
REINDEER ACQUISITION, INC., a Delaware corporation and a
wholly owned subsidiary of Parent ("Sub"), and the persons
listed on Exhibit A hereto (each a "Stockholder", and,
collectively, the "Stockholders").
WHEREAS, Parent, Sub and Yurie Systems, Inc., a Delaware corporation
(the "Company"), propose to enter into an Agreement and Plan of Merger dated as
of the date hereof (as the same may be amended or supplemented, the "Merger
Agreement") providing for (i) the making of a cash tender offer (as such offer
may be amended from time to time as permitted under the Merger Agreement, the
"Offer") by Sub for all the outstanding shares of Common Stock, par value $.01
per share, of the Company ("Company Common Stock") and (ii) the merger of Sub
with and into the Company (the "Merger");
WHEREAS, each Stockholder is the record and beneficial owner of the
number of shares of Company Common Stock set forth opposite such Stockholder's
name on Exhibit A hereto; such shares of Company Common Stock, as such shares
may be adjusted by stock dividend, stock split, recapitalization, combination or
exchange of shares, merger, consolidation, reorganization or other change or
transaction of or by the Company, together with shares of Company Common Stock
that may be acquired after the date hereof by such Stockholder, including shares
of Company Common Stock issuable upon the exercise of options or warrants to
purchase Company Common Stock (as the same may be adjusted as aforesaid), being
collectively referred to herein as the "Shares"; and
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have requested that the Stockholders enter into
this Agreement.
NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the
<PAGE> 2
2
Merger Agreement, and in consideration of the premises and the representations,
warranties and agreements contained herein, the parties agree as follows:
1. Purchase and Sale of Shares. Sub hereby agrees to purchase, and
each Stockholder hereby severally and not jointly agrees to sell, all such
Stockholder's Shares at a price per Share equal to the Offer Price (as defined
in the Merger Agreement), subject only to the condition (which may be waived
only by Sub in its sole discretion) that Sub shall have accepted for payment and
paid for shares of Company Common Stock pursuant to the Offer (the "Purchase").
The closing of the Purchase shall be effected by each Stockholder tendering all
such Stockholder's Shares into the Offer, and by Sub accepting for payment and
paying for such Shares pursuant to the terms of the Offer. In addition, if for
any reason any Stockholder's Shares are not purchased in the Offer and either
(i) other shares of Company Common Stock are purchased in the Offer or (ii) the
Offer is not consummated due to a failure of the Minimum Condition (as defined
in the Merger Agreement), Sub shall purchase, and each Stockholder shall sell,
all such Stockholder's Shares at a price per Share equal to the Offer Price
within five business days following the expiration of the Offer at a time and
place to be mutually agreed to between Sub and such Stockholder. In furtherance
of the foregoing, each Stockholder hereby severally and not jointly agrees that
it shall tender its Shares into the Offer.
2. Representations and Warranties of the Stockholders. Except as set
forth under the caption "Stockholders Agreement" on the Company Disclosure
Schedule (as defined in the Merger Agreement), each Stockholder hereby,
severally and not jointly, represents and warrants to Parent and Sub as follows:
(a) Authority. The Stockholder has all requisite power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Stockholder. This Agreement has been duly
executed and delivered by the Stockholder and, assuming this Agreement
constitutes a valid and binding obligation of Parent and Sub, constitutes
a valid and binding obligation of the Stockholder enforceable against the
Stockholder in accordance with its terms
<PAGE> 3
3
(except insofar as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, or by principles governing the availability
of equitable remedies). Except for the expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and informational filings with the
Securities and Exchange Commission, neither the execution, delivery or
performance of this Agreement by the Stockholder nor the consummation by
the Stockholder of the transactions contemplated hereby will require any
filing with, or permit, authorization, consent or approval of, any
Federal, state or local government or any court, tribunal, administrative
agency or commission or other domestic governmental or regulatory
authority or agency (a "Governmental Entity").
(b) Conflicting Instruments; No Transfer. Except as disclosed under
the caption "Stockholders Agreement Disclosure Schedule" in the Company
Disclosure Schedule, neither the execution, delivery or perform ance of
this Agreement by the Stockholder nor the consummation by the Stockholder
of the transactions contemplated hereby will result in a violation or
breach of, or constitute (with or without due notice or lapse of time or
both) a default under, be in conflict with, or give rise to any right of
termination, amendment, cancelation or acceleration under, or result in
the creation of any pledge, claim, lien, charge, encumbrance or security
interest of any kind or nature whatsoever (a "Lien") upon any of the
properties or assets of the Stockholder under, any of the terms,
conditions or provisions of any contract, agreement or other instrument,
or any judgment, injunction, order, decree, law, regulation or arrangement
to which the Stockholder is a party or by which the Stockholder or any of
the Stockholder's properties or assets, including the Stockholder's
Shares, may be bound, except for any breach, violation, conflict, default,
conflict or Lien which, individually or in the aggregate, would not impair
or affect the Stockholder's ability to sell, or to deliver his proxy for,
the Shares according to the terms of this Agreement and to approve the
Merger Agreement and the transactions contemplated thereby.
<PAGE> 4
4
(c) The Shares. The Stockholder's Shares and the certificates
representing such Shares are now, and at all times during the term hereof
will be, held by such Stockholder, or by a nominee or custodian for the
benefit of such Stockholder, and the Stockholder has good and marketable
title to such Shares and will deliver such Shares, free and clear of any
Liens, proxies, voting trusts or agreements, understandings or
arrangements, except, in the case of Jeong H. Kim, as set forth in the
Brody Option (as defined below) and except for any such Liens or proxies
arising hereunder. The Stockholder owns of record or beneficially no
shares of Company Common Stock other than such Stockholder's Shares.
(d) Brokers. No broker, investment banker, financial advisor or
other person is entitled to any broker's, finder's, financial advisor's or
other similar fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on
behalf of such Stockholder.
(e) Merger Agreement. The Stockholder understands and acknowledges
that Parent is entering into, and causing Sub to enter into, the Merger
Agreement in reliance upon the Stockholder's execution and delivery of
this Agreement.
3. Representations and Warranties of Parent and Sub. Parent and Sub
hereby jointly and severally represent and warrant to the Stockholders as
follows:
(a) Authority. Parent and Sub have the requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance
of this Agreement by Parent and Sub and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Parent and Sub. This Agreement
has been duly executed and delivered by Parent and Sub and, assuming this
Agreement constitutes a valid and binding obligation of the Stockholders,
constitutes a valid and binding obligation of Parent and Sub enforceable
in accordance with its terms (except insofar as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally, or
<PAGE> 5
5
by principles governing the availability of equitable remedies).
(b) Securities Act. The Shares will be acquired in compliance with,
and Sub will not offer to sell or otherwise dispose of any Shares so
acquired by it in violation of the registration requirements of, the
Securities Act of 1933, as amended.
(c) Financing. Sub has, or will have at the time that any payment is
required to be made to any Stockholder hereunder, the funds necessary to
make such payment to such Stockholder.
4. Covenants of the Stockholders. Each Stockholder, severally and
not jointly, agrees as follows:
(a) The Stockholder shall not, except as contemplated by the terms
of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose
of, or enter into any contract, option or other arrangement (including any
profit sharing arrangement) or understanding with respect to the sale,
transfer, pledge, assignment or other disposition of, the Shares
(including any options or warrants to purchase Company Common Stock) to
any person other than Sub or Sub's designee, (ii) enter into any voting
arrangement, whether by proxy, voting agreement, voting trust,
power-of-attorney or otherwise, with respect to the Shares or (iii) take
any other action that would in any way restrict, limit or interfere with
the performance of its obligations hereunder or the transactions
contemplated hereby.
(b) Until the Merger is consummated or the Merger Agreement is
terminated, the Stockholder shall not, nor shall the Stockholder permit
any investment banker, financial adviser, attorney, accountant or other
representative or agent of the Stockholder to, directly or indirectly (i)
solicit, initiate or encourage (including by way of furnishing nonpublic
information), or take any other action designed or reasonably likely to
facilitate, any inquiries or the making of any proposal which constitutes
any Takeover Proposal (as defined in the Merger Agreement) or (ii)
participate in any discussions or negotiations regarding any Takeover
Proposal. Without limiting the foregoing, it is understood that any
violation of the restrictions set forth in the preceding sentence by an
investment
<PAGE> 6
6
banker, financial advisor, attorney, accountant or other representative or
agent of the Stockholder shall be deemed to be a violation of this Section
4(b) by the Stockholder.
(c) At any meeting of Stockholders of the Company called to vote
upon the Merger and the Merger Agreement or at any adjournment thereof or
in any other circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and the Merger
Agreement is sought`, each Stockholder shall, including by initiating a
written consent solicitation if requested by Parent, vote (or cause to be
voted) such Stockholder's Shares in favor of the Merger, the adoption by
the Company of the Merger Agreement and the approval of the other
transactions contemplated by the Merger Agreement. At any meeting of
Stockholders of the Company or at any adjournment thereof or in any other
circumstances upon which the Stockholder's vote, consent or other approval
is sought, such Stockholder shall vote (or cause to be voted) such
Stockholder's Shares against (i) any merger agreement or merger (other
than the Merger Agreement and the Merger), consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by the Company or any other Takeover
Proposal (collectively, "Alternative Transactions") or (ii) any amendment
of the Company's Certificate of Incorporation or Amended and Restated
By-laws or other proposal or transaction involving the Company or any of
its subsidiaries, which amendment or other proposal or transaction would
in any manner impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or any of the other transactions contemplated by the Merger
Agreement (collectively, "Frustrating Transactions").
(d) Jeong H. Kim ("Kim") hereby irrevocably instructs Sub and the
Paying Agent (as defined in the Merger Agreement), following consummation
of the Offer, to pay directly to Kenneth D. Brody ("Brody"), in a manner
to be provided in writing to the Paying Agent by Brody, an amount equal to
the product of (i) the difference between (A) the Offer Price and (B) $4
and (ii) the number of shares of Company Common Stock subject to the
Equity Incentive Agreement dated July 1, 1996 between Brody and Kim (the
"Brody Option"), less any applicable tax withholding requirements, and to
pay to Kim an aggregate amount equal to the product of
<PAGE> 7
7
$4.00 and such number of shares, with respect to such shares (it being
understood and agreed that this irrevocable instruction does not conflict
with or alter Brody's rights under the Brody Option in any respect).
5. Additional Agreements of Designated Stockholders. Each
Stockholder listed on Exhibit A with an asterisk next to his name (each, a
"Designated Stockholder") owns validly issued and outstanding options to acquire
a number of shares of Company Common Stock as set forth opposite his name on
Exhibit A attached hereto. Each Designated Stockholder hereby agrees with Parent
that, if so requested by Parent at any time and from time to time when Parent
reasonably believes the number of outstanding Shares is less than a majority of
the outstanding shares of Company Common Stock on a fully diluted basis, each
such Designated Stockholder will exercise such number of options as are
sufficient, after giving effect to the exercises, to ensure that the number of
outstanding Shares continue at all times to represent a majority of the
outstanding Shares of the Company Common Stock on a fully diluted basis. Any
shares of Company Common Stock received by the Designated Stockholder upon any
such exercise shall automatically at such time become "Shares" for all purposes
hereunder.
6. Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each
Stockholder hereby irrevocably grants to, and appoints, Pamela F. Craven and
Paul D. G. Diczok, and any other individual who shall hereafter be designated by
Parent, and each of them, such Stockholder's proxy and attorney-in-fact (with
full power of substitution), for and in the name, place and stead of such
Stockholder, to vote such Stockholder's Shares, or grant a consent or approval
in respect of such Shares, at any meeting of Stockholders of the Company or at
any adjournment thereof or in any other circumstances upon which their vote,
consent or other approval is sought, in favor of the Merger, the adoption by the
Company of the Merger Agreement and the approval of the other transactions
contemplated by the Merger Agreement and against any Alternative Transaction or
Frustrating Transaction.
(b) Each Stockholder represents that any proxies heretofore given in
respect of such Stockholder's Shares are not irrevocable, and that any such
proxies are hereby revoked.
(c) Each Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 6 is given in
<PAGE> 8
8
connection with the execution of the Merger Agreement, and that such irrevocable
proxy is given to secure the performance of the duties of such Stockholder under
this Agreement. Such Stockholder hereby further affirms that the irrevocable
proxy is coupled with an interest and may under no circumstances be revoked,
subject to Section 10. Such Stockholder hereby ratifies and confirms all that
such irrevocable proxy may lawfully do or cause to be done by virtue hereof.
Such irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 218 of the Delaware General Corporation Law. Such
irrevocable proxy shall be valid until the later to occur of (i) eleven months
from the date hereof or (ii) the termination of this Agreement pursuant to
Section 10.
7. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements, consents and other instruments as
Parent or Sub may reasonably request for the purpose of effectively carrying out
the transactions contemplated by this Agreement and to vest the power to vote
such Stockholder's Shares as contemplated by Section 6. Parent and Sub jointly
and severally agree to use reasonable efforts to take, or cause to be taken, all
actions necessary to comply promptly with all legal requirements that may be
imposed with respect to the transactions contemplated by this Agreement
(including legal requirements of the HSR Act).
8. Indemnification. (a) General. Parent agrees that if any
Stockholder is made a party or threatened to be made a party to any action, suit
or proceeding, whether civil, criminal, administrative or investigative, to the
extent arising out of or pertaining to such Stockholder solely in his capacity
as a stockholder of the Company (in accordance with Section 13) and arising out
of or related to this Agreement or the transactions contemplated hereby but
excluding any such action, suit or proceeding that is based on facts or
circumstances that, if true as of the date hereof, would constitute a breach of
such Stockholder's representations, warranties or covenants contained in this
Agreement (a "Proceeding"), such Stockholder shall be indemnified and held
harmless by Parent to the fullest extent authorized by Delaware law, as the same
exists or may hereafter be amended, against all Expenses (as hereinafter
defined) incurred or suffered by such Stockholder that are directly related to
such Proceeding. Such indemnification
<PAGE> 9
9
shall inure to the benefit of his heirs, executors and administrators.
(b) Expenses. As used in this Agreement, the term "Expenses" shall
include damages, losses, judgments, liabilities, fines, penalties, settlements,
costs, the reasonable attorneys' fees of one counsel who is reasonably
satisfactory to Parent for all Stockholders and any other expenses reasonably
incurred in connection with a Proceeding.
(c) Enforcement. If a claim or request under this Section 8 is not
paid by Parent or on its behalf, within thirty (30) days after a written claim
or request has been received by Parent, any Stockholder may at any time
thereafter bring suit against Parent to recover the unpaid amount of the claim
or request and if successful in whole or in part, the Stockholder shall be
entitled to be paid also the expenses of prosecuting such suit. All obligations
for indemnification under this Section 8 shall be subject to, and paid in
accordance with, applicable Delaware law.
(d) Partial Indemnification. If any Stockholder is entitled under
this Section 8 to indemnification by Parent for a portion of any Expenses, but
not, however, for the total amount thereof, Parent shall indemnify such
Stockholder for such portion of such Expenses to which such Stockholder is
entitled.
(e) Notice of Claim. Each Stockholder shall promptly deliver to
Parent notice of any claim made against him for which indemnification will or
could be sought under this Agreement, but the failure of such Stockholder to
deliver such notice shall not relieve Parent of any liability Parent may have to
the Stockholder except to the extent that Parent is prejudiced thereby. In
addition, each Stockholder shall deliver to Parent such information and
cooperate with Parent as Parent may reasonably require and as shall be within
such Stockholder's power and at such time and places as are reasonably
convenient for the Stockholder.
(f) Defense of Claim. With respect to any Proceeding as to which the
Stockholder notifies Parent of the commencement thereof:
(i) Parent will be entitled to participate therein at its own
expense.
<PAGE> 10
10
(ii) Except as otherwise provided below, to the extent that it may
wish, Parent will be entitled to assume the defense thereof. The
Stockholders also shall collectively have the right to employ one separate
counsel, reasonably satisfactory to Parent, in such action, suit or
proceeding if counsel for the Stockholders reasonably concludes that
failure to do so would involve a conflict of interest between Parent and
the Stockholders, and under such circumstances the reasonable fees and
expense of such counsel shall be at the expense of Parent.
(iii) Parent shall not be liable to indemnify the Stockholder under
this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent.
(g) Non-exclusivity. The right to indemnification and the payment of
Expenses incurred in defending a Proceeding conferred in this Section 8 shall
not be exclusive of any other right which any Stockholder may otherwise have.
9. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Sub may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns. Each Stockholder agrees that this
Agreement and the obligations of such Stockholder hereunder shall attach to such
Stockholder's Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of such Shares shall pass, whether by operation of
law or otherwise, including without limitation such Stockholder's heirs,
guardians, administrators or successors.
10. Termination. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate upon the earlier of (a) the date upon
which the Merger Agreement is terminated pursuant to Article IX thereof and (b)
the date that Parent or Sub shall have purchased and paid for all the
Stockholders' Shares pursuant to Section 1. Notwithstanding the foregoing,
Sections 8, 9, 10, 12, 13, 14 and 15 shall survive any termination of this
Agreement.
<PAGE> 11
11
11. Stop Transfer. The Company agrees with, and covenants to, Parent
and Sub that the Company shall not register the transfer of any certificate
representing any Stockholder's Shares unless such transfer is made in accordance
with the terms of this Agreement.
12. General Provisions.
(a) Payments. All payments required to be made to any party to this
Agreement shall be made by wire transfer of immediately available funds to
an account designated by such party at least one trading day prior to such
payment.
(b) Expenses. Except as expressly set forth herein, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses.
(c) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(d) Notice. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed), sent by overnight courier (providing proof of
delivery) or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(i) if to Parent, to
Lucent Technologies Inc.
600 Mountain Avenue
Room 6A 311
Murray Hill, NJ 07974
Attention: Pamela F. Craven
Vice President--Law
Telecopy No: Separately Supplied
<PAGE> 12
12
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Attention: Robert I. Townsend, III, Esq.
Telecopy No: Separately Supplied
and
(ii) if to a Stockholder, to the address set forth under the name
of such Stockholder on Exhibit A hereto
with a copy to:
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Avenue, N.W.
Suite 800
Washington, D.C. 20004-2505
Attention: Richard A. Steinwurtzel
Telecopy No: Separately Supplied
(e) Interpretation. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
(f) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed
by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement
and the Merger Agreement (including the documents and instruments referred
to herein and therein) (i) constitute the entire agreement and supersede
all prior agreements and understandings,
<PAGE> 13
13
both written and oral, among the parties with respect to the subject
matter hereof and (ii) are not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(h) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware without regard to any
applicable conflicts of law principles.
(i) Publicity. Except as otherwise required by law (including Rule
14d-9 promulgated under the Securities Exchange Act of 1934), court
process or the rules of the New York Stock Exchange (with respect to
Parent and Sub) or the Nasdaq National Market (with respect to the
Company) a national securities exchange or as contemplated or provided in
the Merger Agreement, for so long as this Agreement is in effect, none of
the Company, each of Stockholders or Parent shall, nor shall Parent or the
Company permit any of its subsidiaries to, issue or cause the publication
of any press release or other public announcement with respect to the
transactions contemplated by this Agreement or the Merger Agreement
without the consent of the other parties.
13. Stockholder Capacity. No person executing this Agreement who is
or becomes during the term hereof a director or officer of the Company makes any
agreement or understanding herein in his or her capacity as such director or
officer. Each Stockholder signs solely in his or her capacity as the record
holder and beneficial owner of, or the trustee of a trust whose beneficiaries
are the beneficial owners of, such Stockholder's Shares and nothing herein shall
limit or affect any actions taken by a Stockholder in its capacity as an officer
or director of the Company to the extent specifically permitted by the Merger
Agreement.
14. Jurisdiction; Consent to Service of Process. (a) Each of the
parties to this Agreement hereby irrevocably and unconditionally submits, for
itself and its property, to the jurisdiction and venue of any Delaware State
court, or any Federal court of the United States of America sitting in the
District of Delaware and any appellate court from any such court, in any suit,
action or proceeding arising out of or relating to this Agreement, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any
<PAGE> 14
14
such suit, action or proceeding may be heard and determined in such Delaware
State court, or, to the extent permitted by law, by removal or otherwise, in
such Federal court. It shall be a condition precedent to each party's right to
bring any such suit, action or proceeding that such suit, action or proceeding,
in the first instance, be brought in such Delaware State court or, to the extent
permitted by law, by removal or otherwise, in such Federal court. If such
Delaware State court, or such Federal court refuses to accept jurisdiction with
respect thereto, such suit, action or proceeding may be brought in any other
court with jurisdiction. No party to this Agreement may move to (i) transfer any
such suit, action or proceeding from such Delaware State court (other than to
remove or district to such Federal court), or from such Federal court sitting in
the District of Delaware to another jurisdiction or district, (ii) consolidate
any such suit, action or proceeding brought in such Delaware State court, or any
Federal court with a suit, action or proceeding in another jurisdiction or
district or (iii) dismiss any such suit, action or proceeding brought in such
Delaware State court, or any Federal court sitting in the District of Delaware
for the purpose of bringing the same in another jurisdiction. Each party agrees
that a final judgment in any such suit, action or proceeding shall be conclusive
and may be enforced in any other jurisdiction by suit on the judgment or in any
other manner provided by law.
(b) Each party to this Agreement hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any Delaware State court, or any Federal court sitting in the District of
Delaware. Each party hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such suit,
action or proceeding in any such court and further waives the right to object,
with respect to such suit, action or proceeding, that such court does not have
jurisdiction over such party.
15. Performance by Sub. Parent covenants and agrees for the benefit
of the Stockholders that it shall cause Sub to perform in full each obligation
of Sub set forth in this Agreement.
16. Enforcement. The parties agree that irreparable damage would
occur in the event that any of the
<PAGE> 15
15
provisions of this Agreement were not performed in accordance with its specific
terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in any court of the United States located in the State of Delaware or any
Delaware State court, this being in addition to any other remedy to which they
are entitled at law or in equity. In addition, each of the parties hereto waives
any right to trial by jury with respect to any claim or proceeding related to or
arising out of this Agreement or any of the transactions contemplated hereby.
<PAGE> 16
16
IN WITNESS WHEREOF, each of Parent and Sub has caused this Agreement
to be signed by its officer thereunto duly authorized and each Stockholder has
signed this Agreement, all as of the date first written above.
LUCENT TECHNOLOGIES INC.
By /s/ William T. O'Shea
---------------------------------
Name: William T. O'Shea
Title: Vice President
REINDEER ACQUISITION, INC.
By /s/ Paul D. Diczok
---------------------------------
Name: Paul D. Diczok
Title: Vice President
STOCKHOLDERS
/s/ Kwok L. Li
---------------------------------
Name: Kwok L. Li
/s/ Kwok L. Li
---------------------------------
Name: Linsang Partners LLC
By: Kwok L. Li, Chairman
/s/ Felice Li
---------------------------------
Name: Felice Li
/s/ Barton Y. Shigemura
---------------------------------
Name: Barton Y. Shigemura
<PAGE> 17
17
/s/ Jeong H. Kim
--------------------------------
Name: Jeong H. Kim
/s/ Harry J. Carr
--------------------------------
Name: Harry J. Carr
/s/ Cynthia Kim
--------------------------------
Name: Cynthia Kim
ACKNOWLEDGED AND AGREED
TO AS TO SECTION 11 AS OF
THE DATE FIRST WRITTEN ABOVE:
YURIE SYSTEMS, INC.
By /s/ Jeong H. Kim
---------------------------
<PAGE> 18
EXHIBIT A
<TABLE>
<CAPTION>
Number of
Record and
Name and Address of Beneficial Number of Shares
Stockholder Shares Underlying Options
- ------------------- ---------- ------------------
<S> <C> <C>
Jeong H. Kim 13,287,400(1)
9724 Sorrell Ave.
Potomac, MD 20859
Cynthia Kim 200(2)
9724 Sorrell Ave.
Potomac, MD 20859
Kwok L. Li & Felice Li 20,000
12400 Ellen Court
Silver Spring, MD 20904
Felice Li 950,000
12400 Ellen Court
Silver Spring, MD 20904
Linsang Partners LLC 2,200,000
12400 Ellen Court
Silver Spring, MD 20904
*Barton Y. Shigemura 6,000 990,000
5391 Blackhawk Dr.
Danville, CA 94506
*Harry J. Carr 1,000,000
4005 Featherstone Pl.
Alexandria, VA 22304
</TABLE>
(1) 687,400 of the Shares are subject to the Brody Option, which Dr. Kim cannot
agree to tender.
(2) Dr. Kim disclaims beneficial ownership of the shares held by his spouse.
<PAGE> 1
EXHIBIT (3)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the joint filing of
a Statement on Schedule 13D (including any and all amendments thereto) with
respect to the shares of common stock of beneficial interest, par value $.01
per share, of Yurie Systems, Inc. and further agree that this Joint Filing
Agreement (this "Agreement") be included as an Exhibit thereto. In addition,
each party to this Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to such Statement.
This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed an original and all of which together
shall constitute one and the same instrument.
HARRY J. CARR
By: /s/ JAMES H. SCHROPP
-----------------------
Name: James H. Schropp
Dated: May 7, 1998 Title: Attorney-in-Fact
JEONG H. KIM
By: /s/ JAMES H. SCHROPP
-----------------------
Name: James H. Schropp
Dated: May 7, 1998 Title: Attorney-in-Fact
FELICE LI
By: /s/ JAMES H. SCHROPP
-----------------------
Name: James H. Schropp
Dated: May 7, 1998 Title: Attorney-in-Fact
<PAGE> 2
KWOK L. LI
By: /s/ JAMES H. SCHROPP
-----------------------
Name: James H. Schropp
Dated: May 7, 1998 Title: Attorney-in-Fact
LINSANG PARTNERS LLC
By: /s/ JAMES H. SCHROPP
-----------------------
Name: James H. Schropp
Dated: May 7, 1998 Title: Attorney-in-Fact
BARTON Y. SHIGEMURA
By: /s/ JAMES H. SCHROPP
-----------------------
Name: James H. Schropp
Dated: May 7, 1998 Title: Attorney-in-Fact
- 2 -
<PAGE> 1
EHXIBIT (4)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Harry J. Carr, whose signature
appears below, constitutes and appoints James H. Schropp as attorney-in-fact and
agent for the undersigned solely for the purpose of executing reports required
under Section 13 of the Securities and Exchange Act of 1934, and filing the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, thereby ratifying and confirming all
that said attorney-in-fact may do or cause to be done by virtue hereof.
Date: May 7, 1998 /s/ HARRY J. CARR
---------------------------
HARRY J. CARR
<PAGE> 1
EXHIBIT (5)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Jeong H. Kim, whose signature appears
below, constitutes and appoints James H. Schropp as attorney-in-fact and agent
for the undersigned solely for the purpose of executing reports required under
Section 13 of the Securities and Exchange Act of 1934, and filing the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all that
said attorney-in-fact may do or cause to be done by virtue hereof.
Date: May 7, 1998 /s/ JEONG H. KIM
---------------------------
JEONG H. KIM
<PAGE> 1
EXHIBIT (6)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Felice Li, whose signature appears
below, constitutes and appoints James H. Schropp as attorney-in-fact and agent
for the undersigned solely for the purpose of executing reports required under
Section 13 of the Securities and Exchange Act of 1934, and filing the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all that
said attorney-in-fact may do or cause to be done by virtue hereof.
Date: May 7, 1998 /s/ FELICE LI
---------------------------
FELICE LI
<PAGE> 1
EXHIBIT (7)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Kwok L. Li, whose signature appears
below, constitutes and appoints James H. Schropp as attorney-in-fact and agent
for the undersigned solely for the purpose of executing reports required under
Section 13 of the Securities and Exchange Act of 1934, and filing the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all that
said attorney-in-fact may do or cause to be done by virtue hereof.
Date: May 7, 1998 /s/ KWOK L. LI
---------------------------
KWOK L. LI
<PAGE> 1
EXHIBIT (8)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints James H. Schropp as attorney-in-fact and agent for Linsang Partners LLC
solely for the purpose of executing reports required under Section 13 of the
Securities and Exchange Act of 1934, and filing the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, thereby ratifying and confirming all that said attorney-in-fact may
do or cause to be done by virtue hereof.
LINSANG PARTNERS LLC
Date: May 7, 1998 /s/ KWOK L. LI
---------------------------
By: KWOK L. LI
Title:
<PAGE> 1
EXHIBIT (9)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Barton Y. Shigemura, whose signature
appears below, constitutes and appoints James H. Schropp as attorney-in-fact and
agent for the undersigned solely for the purpose of executing reports required
under Section 13 of the Securities and Exchange Act of 1934, and filing the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, thereby ratifying and confirming all
that said attorney-in-fact may do or cause to be done by virtue hereof.
Date: May 7, 1998 /s/ BARTON Y. SHIGEMURA
---------------------------
BARTON Y. SHIGEMURA
