<PAGE>
As filed with the Securities and Exchange Commission on January 8, 1998
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
----------------
YURIE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1778987
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8301 Professional Place
Landover, MD 20785-2237
(Address of principal executive offices, including zip code)
DATA LABS, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
John J. McDonnell
General Counsel and Secretary
YURIE SYSTEMS, INC.
8301 Professional Place
Landover, MD 20785-2237
(301) 352-4600
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Amount of Proposed Maximum Proposed Maximum
Title of Securities Additional Securities Offering Price Aggregate Offering Amount of
to be Registered to be Registered per Share Price Registration Fee
- --------------------- --------------------- ---------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Yurie Systems, Inc.
Common Stock 27,233 (1) * $ (2) * $93,362.00(2) $28.29(2)
($.01 par value) shares
========================================================================================================
(1) Plus such additional shares as may be made available in order to adjust to a change in
capitalization.
(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h), the
registration fee is computed upon the basis of the price at which the options may be exercised, 25,769
at an exercise price of $3.41 per share and 1,464 at an exercise price of $3.75 per share.
========================================================================================================
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement covers an aggregate of 27,233 shares of Common
Stock of Yurie Systems, Inc. (the "Company") issuable upon exercise
of options granted pursuant to the 1996 Stock Plan (the "Plan") of Data Labs,
Inc. ("Data Labs") which, the Company has been informed by Data Labs, were
approved by the Data Labs stockholders. The Company acquired Data Labs pursuant
to an Agreement and Plan of Merger and Reorganization dated as of December 1,
1997 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement,
the Company assumed all of the then outstanding options granted under the Plan
(the "Options"). As of December 1, 1997, the effective date of the merger (the
"Effective Date"), there existed Options to purchase an aggregate of 929,998
shares of common stock, $.01 par value, of Data Labs ("Data Labs Common Stock").
These were converted on the Effective Date to Options to purchase an aggregate
of 27,233 shares of common stock of the Company, par value $.01 per share
("Yurie Common Stock"), assuming the exercise of all Options outstanding. The
Options were converted according to a ratio agreed upon in the Merger Agreement
and the exercise price of each Option was adjusted to reflect the conversion. No
additional options or other rights will be granted by the Company under the
Plan.
On December 18, 1997, the Company's Board of Directors enacted a resolution
approving the Company's assumption of the Options and the issuance of up to
27,233 shares out of the 7,000,000 shares of Yurie Common Stock previously
reserved for issuance under the Company's stock option plan. The terms of the
Plan are the same as the terms of the Plan as administered by Data Labs before
the Merger except that upon exercise of the options granted under the Plan, a
Plan participant shall receive shares of Yurie Common Stock rather than Data
Labs Common Stock. This Registration Statement covers the 27,233 shares of Yurie
Common Stock which may be issued pursuant to the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
ITEM 1. Plan Information
----------------
The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. Registrant Information and Employee Plan Annual Information
-----------------------------------------------------------
The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
II-2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
---------------------------------------
The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed on March 31, 1997 with the Commission.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1996.
(c) The description of the common stock of the Company, $.01 par value per
share (the "Common Stock"), which is registered under Section 12 of the Exchange
Act, contained in Post-Effective Amendment No. 2 to the Registration Statement
on Form S-1 (No. 333-36413) (filed on November 4, 1997), as amended, including
any amendment or report filed for the purpose of updating such description.
Such description of the Common Stock contained in the Form S-1 is also
incorporated by reference.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
ITEM 4. Description of Securities
-------------------------
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
ITEM 6. Indemnification of Directors and Officers
-----------------------------------------
The Company, as a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
II-3
<PAGE>
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made or threatened to be made a party by reason of his
being or having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote or stockholders or disinterested directors, or
otherwise.
Article NINTH of the Company's Certificate of Incorporation (the
"Certificate") provides that the Company shall, to the fullest extent permitted
by the DGCL, as amended from time to time, indemnify each person who was or is
made a party or is threatened to be made a party to or is involved in any actual
or threatened action, suit or proceeding whether civil, criminal, administrative
or invetigative, by reason of the fact that he is or was a director or officer
of the Company, or is or was serving at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provded for in Article NINTH is expressly not
exclusive of any o ther rights to which those seeking indemnification may be
entitled under any law, bylaw, agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
capacity and to action in another capacity while holding office or while
employed by or acting as agent for the Company, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such persons.
Article NINTH, Section E of the Company's Certificate also provides that the
Company shall have the power to purchase and maintain insurance on behalf of any
person who is or was or has agreed to become a director or officer of the
Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity or arising out of such person's status as such.
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.
Pursuant to Section 102(b)(7) of the DGCL, Article EIGHT of the Company's
Certificate eliminates the liability of a director to the Company 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 Company 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. The Certificate also
provides that if the DGCL is amended to permit further elimination or limitation
of personal liability of directors, then the liability of a director of the
Company shall be eliminated or limited to the fullest extent permitted by the
DGCL as so amended.
II-4
<PAGE>
Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement on Form S-1, as amended, No. 333-
15759, which provides for indemnification by the Underwriters of the Company,
its directors and officers who sign the Registration Statement on Form S-1 and
persons who control the Company, under certain circumstances.
ITEM 7. Exemption from Registration Claimed
-----------------------------------
Not applicable
ITEM 8. Exhibits
--------
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Data Labs, Inc. 1996 Stock Option Plan.
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
the validity of the shares of Common Stock covered by the
Registration Statement.
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1).
ITEM 9. Undertakings
------------
(a) 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;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment hereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement
II-5
<PAGE>
or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Landover, State of Maryland, on January 8, 1998.
YURIE SYSTEMS, INC.
By: /s/ Jeong H. Kim
-------------------------
Jeong H. Kim
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Jeong H. Kim Chairman of the Board January 8, 1998
- --------------------- and Chief Executive Officer -------------------
Jeong H. Kim (Principal Executive
Officer)
/s/ Kwok L. Li Vice Chairman of the Board January 8, 1998
- --------------------- and Chief Technology Officer -------------------
Kwok L. Li
/s/ Harry J. Carr President and Chief January 8, 1998
- --------------------- Operating Officer, Director -------------------
Harry J. Carr
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Barton Y. Shigemura January 8, 1998
- ----------------------- -------------------
Barton Y. Shigemura Senior Vice President,
Sales and Marketing,
Director
/s/ Harry J. D'Andrea January 8, 1998
- ----------------------- -------------------
Harry J. D'Andrea Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Kenneth D. Brody January 8, 1998
- ----------------------- Director -------------------
Kenneth D. Brody
/s/ William J. Perry January 8, 1998
- ----------------------- Director -------------------
William J. Perry
/s/ Herbert Rabin January 8, 1998
- ----------------------- Director -------------------
Herbert Rabin
/s/ R. James Woolsey January 8, 1998
- ----------------------- Director -------------------
R. James Woolsey
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Data Labs, Inc. 1996 Stock Option Plan.
5.1 Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to the validity of the shares of
Common Stock covered by the Registration Statement.
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1).
E-1
<PAGE>
EXHIBIT 4.1
DATA LABS, INC.
1996 STOCK OPTION PLAN
1. Purpose.
-------
This 1996 Stock Option Plan (hereinafter referred to as this "Plan") is
intended to promote the best interests of the Corporation and its stockholders
by (a) enabling the Corporation and any Parent or Subsidiary to attract and
retain persons of ability as employees, directors, consultants and advisers, (b)
providing an incentive to such persons by affording them an equity participation
in the Corporation and (c) rewarding those employees, directors, consultants and
advisers who contribute to the operating progress and earning power of the
Corporation or any Parent or Subsidiary.
2. Definitions.
-----------
The following terms shall have the following meanings when used herein
unless the context clearly otherwise requires:
A. "Board of Directors" means the Board of Directors of the Corporation.
------------------
B. "Code" means the Internal Revenue Code of 1986, as amended, or any
----
successor provisions.
C. "Common Stock" means the Common Stock of the Corporation, par value Ten
------------
Cents ($0.10) per share.
D. "Controlling Participant" means any Eligible Person who, immediately
-----------------------
before any Option is granted to that particular Eligible Person, directly or
indirectly possesses more than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation (or any Parent or Subsidiary).
<PAGE>
E. "Committee" means any committee to which the Board of Directors
---------
delegates any responsibility for the implementation, interpretation or
administration of this Plan.
F. "Corporation" means DATA LABS, INC., a Delaware corporation.
-----------
G. "Eligible Person" means any employee or director of, or consultant or
---------------
adviser to, the Corporation or any Parent or Subsidiary.
H. "Exercise Price" means the price at which a share of Incentive Stock
--------------
may be purchased by a particular Participant pursuant to the exercise of an
Option.
I. "Fair Market Value" means the value of a share of Incentive Stock as
-----------------
determined by the Board of Directors in a manner that the Board of Directors
believes to be in accordance with the Code.
J. "Incentive Stock" means shares of Common Stock issued pursuant to this
---------------
Plan.
K. "ISO" means an Option (or a portion thereof) intended to qualify as an
---
"incentive stock option" within the meaning of Section 422 of the Code, or any
successor provision.
L. "NQSO" means an Option (or a portion thereof) which is not intended to,
----
or does not, qualify for any reason as an "incentive stock option" within the
meaning of Section 422 of the Code, or any successor provision.
M. "Option" means the right of a Participant to purchase shares of
------
Incentive Stock in accordance with the terms of this Plan and the Stock Option
Agreement between such Participant and the Corporation.
N. "Parent" means any corporation (other than the Corporation) in an
------
unbroken chain of corporations ending with the Corporation if, at the time of
granting of an Option, each of the corporations (other than the Corporation)
owns stock possessing at least fifty percent (50%) of
-2-
<PAGE>
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
O. "Participant" means any Eligible Person to whom an Option has been
-----------
granted pursuant to this Plan and who is a party to a Stock Option Agreement.
P. "SAR" means the right of a Participant to receive cash or other
---
consideration equal to the difference between the Fair Market Value of the
Incentive Stock covered by all or any unexercised portion of an Option on the
date of exercise of the SAR and the Fair Market Value of such Incentive Stock on
the date of grant of the SAR.
Q. "Stock Option Agreement" means an agreement by and between a
----------------------
Participant and the Corporation setting forth the specific terms and conditions
of an Option and/or SAR, which shall establish the specific terms and conditions
under which Incentive Stock may be purchased by such Participant pursuant to the
exercise of such Option. Such Stock Option Agreement shall be subject to the
provisions of this Plan (which shall be incorporated by reference therein) and
shall contain such provisions as the Board of Directors, in its sole discretion,
may authorize.
R. "Subsidiary" means any corporation (other than the Corporation) in an
----------
unbroken chain of corporations beginning with the Corporation if, at the time of
granting of an Option, each of the corporations (other than the last corporation
in the unbroken chain) owns stock possessing at least fifty percent (50%) of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
3. Adoption and Administration of the Plan.
---------------------------------------
A. This Plan shall become effective upon its adoption by the Board of
Directors; provided, however, that if the stockholders of the Corporation shall
not approve this Plan, in accordance with applicable state law, within twelve
(12) months before or after the adoption of
-3-
<PAGE>
this Plan by the Board of Directors, this Plan shall expire by its terms. No
Option, SAR or other award hereunder shall be exercisable or payable in any
respect prior to such approval of this Plan by the stockholders of the
Corporation.
B. Any Option granted pursuant to this Plan shall be granted within ten
(10) years from the date that this Plan is adopted by the Board of Directors or
the date that this Plan is approved by the stockholders of the Corporation,
whichever is earlier.
C. The Board of Directors shall implement, interpret (except as expressly
provided in this Plan) and administer this Plan. Without limiting the powers
and authority of the Board of Directors in any respect, the Board of Directors
shall have authority (i) to construe and interpret this Plan and any Stock
Option Agreement entered into hereunder; (ii) to determine the Fair Market Value
of Incentive Stock; (iii) to select Eligible Persons to whom Options may from
time to time be granted hereunder; (iv) to determine whether any Option or any
portion thereof shall be an ISO or a NQSO; (v) to determine the number of shares
of Incentive Stock to be covered by any Option and the Exercise Price applicable
to any Option; (vi) to determine the terms and conditions, not inconsistent with
the terms of this Plan, of any Option and to approve forms of Stock Option
Agreement; (vii) to determine whether, and under what circumstances, an Option
may be settled or paid in cash or other consideration; (viii) to amend, cancel,
accept the surrender of, modify or accelerate the vesting of all or any portion
of an Option, including amendments or modifications that may cause an ISO to
become a NQSO; (ix) to authorize and implement any amendment, as required by the
Code or with the consent of the Participant, to any Stock Option Agreement and
the terms of any Option evidenced thereby; and (x) to establish policies and
procedures for the exercise of Options and the satisfaction of withholding or
other obligations arising in connection therewith.
-4-
<PAGE>
D. To the extent not prohibited by the General Corporation Law of the
State of Delaware, or the charter or bylaws of the Corporation, the Board of
Directors may delegate any or all of its responsibilities hereunder to the
Committee, and all references herein or in any Stock Option Agreement to the
Board of Directors shall, to the extent applicable, be deemed to refer to and
include the Committee.
E. Any action taken by the Board of Directors (or the Committee) with
respect to the implementation, interpretation or administration of this Plan
shall be final, conclusive and binding.
4. Total Number of Shares of Incentive Stock.
-----------------------------------------
The number of shares of Incentive Stock which (a) may be issued in the
aggregate by the Corporation under this Plan pursuant to the exercise of Options
granted hereunder and (b) may be covered by SARs granted hereunder which have
not expired unexercised shall not be more than fifteen thousand (15,000), which
number may be increased only by a resolution adopted by the Board of Directors
and approved within twelve (12) months after such adoption by the stockholders
of the Corporation in accordance with applicable state law. Such shares of
Incentive Stock may be issued out of the authorized and unissued or reacquired
Common Stock of the Corporation. Any shares subject to an Option, SAR or
portion thereof which expires or is terminated unexercised (unless by virtue of
the exercise of an Option or SAR granted in tandem therewith) as to such shares
may again be subject to an Option or SAR under this Plan. To the extent there
shall be any adjustment pursuant to the provisions of Article 9 hereof, the
aforesaid number of shares shall be appropriately so adjusted.
-5-
<PAGE>
5. Eligibility and Awards.
----------------------
A. The Board of Directors shall determine, at any time and from time to
time, (i) any Eligible Person to whom the award of an Option or SAR may further
the purposes of this Plan in the view of the Board of Directors, (ii) whether
any Option to be awarded to an Eligible Person shall be intended as an ISO or as
a NQSO, the number of shares of Incentive Stock to be covered by such Option or
a SAR, the Exercise Price of such Option or SAR, whether such Option contains a
SAR and all other terms and conditions of such Option, (iii) the Fair Market
Value on the date of grant of the Option or SAR and (iv) the terms and
conditions of the Stock Option Agreement to evidence such Option or SAR,
including the restrictions, if any, applicable to the shares of Incentive Stock
that may be acquired upon exercise of any portion of such Option. The Board of
Directors may delegate to the appropriate officer or officers of the Corporation
the authority to prepare, execute and deliver any Stock Option Agreement
evidencing any Option or SAR granted under this Plan; provided, however, that
any such Stock Option Agreement shall be consistent with the terms and
conditions of this Plan.
B. For any Option intended to qualify as an ISO, in whole or in part, (i)
the Eligible Person shall then be an employee of the Corporation or a Parent or
Subsidiary, as provided in the Code, (ii) the term during which such Option
shall be in effect shall not be greater than ten (10) years [provided, however,
that the term shall not be greater than five (5) years for any Option granted to
a Controlling Participant], (iii) the Exercise Price shall not be less than one
hundred percent (100%) of the Fair Market Value on the date that such Option is
granted [provided, however, that, if an ISO shall be granted to a Controlling
Participant, the Exercise Price shall not be less than one hundred ten percent
(110%) of the Fair Market Value on the date that such Option is granted] and
(iv) such Option is exercisable only by the Participant during his or her
-6-
<PAGE>
lifetime and shall be nontransferable by the Participant unless the Stock Option
Agreement permits such Option to be transferred by will or the laws of descent
and distribution.
C. As soon as practicable after the Board of Directors determines to award
an Option or SAR pursuant to (S)5.A hereof, the appropriate officer or officers
of the Corporation shall give notice (written or oral) to such effect to each
Eligible Person designated to be awarded an Option or SAR, which notice shall be
accompanied by a copy or copies of the Stock Option Agreement to be executed by
such Eligible Person.
D. Upon receipt of the notice specified in (S)5.C hereof, an Eligible
Person shall have an Option or SAR, and shall thereby become and be a
Participant, only after the due execution and delivery by such Eligible Person
and the Corporation of a Stock Option Agreement (in such form and number as the
officer or officers of the Corporation shall direct) by such date and time as
shall be specified in such notice (unless waived by the Corporation).
E. In the event that the Corporation or any Parent or Subsidiary assumes
an option granted by another entity, which option is to be covered by this Plan
and upon the exercise of which shares of Incentive Stock are to be issued, the
terms and conditions of such option shall remain unchanged (except the exercise
price and the number and nature of shares issuable upon exercise thereof, which
shall be adjusted appropriately in accordance with the Code, and references to
such other entity, which shall be deemed to refer to the Corporation). In the
event that the Board of Directors elects to grant an Option or SAR under this
Plan to replace an option or SAR granted by another entity (rather than assume
such option or SAR), the holder of such option or SAR shall be eligible to
receive such replacement Option or SAR, which may be granted with a similarly-
adjusted Exercise Price.
-7-
<PAGE>
6. Exercise and Termination of Options.
-----------------------------------
A. An Option of a Participant may be exercised during the period such
Option is in effect and as set forth herein and in the Stock Option Agreement,
and only if compliance with all applicable Federal and state securities laws can
be effected. An Option may be exercised only by (i) the Participant's
completion, execution and delivery to the Corporation of a notice of such
Participant's exercise of such Option and an "investment letter" (if required by
the Corporation) as supplied by the Corporation and (ii) the payment to the
Corporation of the aggregate Exercise Price, in accordance with (S) 6.B hereof
and the Stock Option Agreement, for the shares of Incentive Stock to be
purchased pursuant to such exercise (as shall be specified by such Participant
in such notice). Except as specifically provided by a duly executed Stock
Option Agreement or unless waived by the Board of Directors, an Option or any of
the rights thereunder may be exercised by such Participant only, and may not be
transferred or assigned, voluntarily, involuntarily or by operation of law
(including, without limitation, the laws of bankruptcy, intestacy, descent and
distribution and succession).
B. Payment by each Participant for the shares of Incentive Stock purchased
hereunder upon the exercise of an Option shall be made by good check or in
accordance with the terms of any Stock Option Agreement executed by such
Participant.
C. The Board of Directors at any time or from time to time may offer to
buy out for a payment in cash or Incentive Stock all or a portion of an
outstanding Option held by a Participant, based on such terms and conditions as
the Board of Directors shall establish and communicate to the Participant at the
time that such offer is made. The Board of Directors may provide for the
surrender of all or any portion of an Option in satisfaction of specified
obligations of a Participant, including tax withholding obligations.
-8-
<PAGE>
D. As a condition to the exercise of any Option or SAR (for non-cash
consideration), the Corporation shall have the right to require that the
Participant (or the recipient of any shares of Incentive Stock or noncash
consideration) remit to the Corporation or any Parent or Subsidiary an amount
calculated by the Corporation to be sufficient to satisfy applicable Federal,
state, foreign or local withholding tax requirements prior to the delivery of
any stock certificate evidencing shares of Incentive Stock or other form of non-
cash consideration; in lieu thereof, the Participant may satisfy applicable
withholding tax requirements by electing to have the Corporation withhold from
the Incentive Stock issuable upon exercise of an Option a number of whole shares
having a Fair Market Value (determined on the date that the amount of tax to be
withheld is to be fixed) at least equal to the aggregate amount required to be
withheld. Whenever any payments are to be made in cash (upon the exercise of a
SAR or otherwise), the Corporation shall be entitled, in its sole discretion, to
deduct from such payment such amount calculated by the Corporation to be
sufficient to satisfy applicable Federal, state, foreign or local withholding
tax requirements thereon.
7. Costs and Expenses.
------------------
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of this Plan shall be borne by the
Corporation; provided, however, that, except as otherwise specifically provided
in this Plan or the applicable Stock Option Agreement between the Corporation
and a Participant, the Corporation shall not be obligated to pay any costs or
expenses (including legal fees) incurred by any Participant in connection with
any Stock Option Agreement, this Plan or any Option, SAR or Incentive Stock held
by an Participant.
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<PAGE>
8. No Prior Right of Award.
-----------------------
Nothing in this Plan shall be deemed to give any director, officer or
employee of, or advisor or consultant to, the Corporation or any Parent or
Subsidiary, or such person's legal representatives or assigns, or any other
person or entity claiming under or through such person, any contract or other
right to participate in the benefits of this Plan. Nothing in this Plan shall
be construed as constituting a commitment, guarantee, agreement or understanding
of any kind or nature that the Corporation or any Parent or Subsidiary shall
continue to employ, retain or engage any individual (whether or not a
Participant). This Plan shall not affect in any way the right of the
Corporation and any Parent or Subsidiary to terminate the employment or
engagement of any individual (whether or not a Participant) at any time and for
any reason whatsoever and to remove any individual (whether or not a
Participant) from any position as a director or officer. No change of a
participant's duties as an employee of the Corporation or any Parent or
Subsidiary shall result in a modification of the terms of any rights of such
Participant under this Plan or any Stock Option Agreement executed by such
Participant.
9. Changes in Capital Structure.
----------------------------
Subject to any required action by the stockholders of the Corporation and
the provisions of the General Corporation Law of the State of Delaware, the
number of shares of Incentive Stock represented by the unexercised portion of an
Option or SAR and the number of shares of Incentive Stock which has been
authorized or reserved for issuance hereunder (whether such shares are unissued,
reacquired or subject to an Option or SAR that expired, was cancelled,
surrendered or terminated unexercised as to such shares), as well as the
Exercise Price under the unexercised portion of an Option or SAR, shall be
proportionately adjusted for (a) a division,
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<PAGE>
combination or reclassification of any of the shares of Common Stock of the
Corporation or (b) a dividend payable in shares of Common Stock of the
Corporation.
10. Amendment or Termination of Plan.
--------------------------------
Except as otherwise provided herein, this Plan may be amended or terminated
in whole or in part by the Board of Directors (in its sole discretion), but no
such action shall adversely affect or alter any right or obligation with respect
to any Option, SAR or Stock Option Agreement then in effect, except to the
extent that any such action shall be required or desirable (in the opinion of
the Corporation or its counsel) so that any Option intended to qualify as an ISO
complies with the Code or any rule or regulation promulgated or proposed
thereunder.
11. Burden and Benefit.
------------------
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant and such Participant's executors and
administrators, estate, heirs and personal and legal representatives.
12. Headings.
--------
The headings and other captions contained in this Plan are for convenience
and reference only and shall not be used in interpreting, construing or
enforcing any of the provisions of this Plan.
13. Interpretation.
--------------
Notwithstanding any provision of this Plan or any provision of any Stock
Option Agreement evidencing an Option that is intended, in whole or in part, to
qualify as an ISO, this Plan and each such Stock Option Agreement are intended
to comply with all requirements for qualification under the Code and with any
rule or regulation promulgated or proposed thereunder, and shall be interpreted
and construed in a manner which is consistent with this Plan
-11-
<PAGE>
and each such Stock Option Agreement being so qualified. This Plan shall be
governed by, and construed in accordance with, the substantive laws of the State
of Delaware (other than rules of conflicts-of-law or choice-of-law).
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<PAGE>
Exhibit 5.1
January 8, 1998
(202) 639-7120
Board of Directors
Yurie Systems, Inc.
10000 Derekwood Lane
Lanham, Maryland 20706
Gentlemen:
We are acting as special counsel to Yurie Systems, Inc., a Delaware
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8, of 27,233 shares of the Company's common
stock, par value $.01 per share ("Common Stock"), issuable to employees,
officers, consultants, advisors and non-employee directors of Data Labs, Inc., a
wholly owned subsidiary of the Company ("Data Labs"), upon exercise of options
(the "Options") under Data Labs' 1996 Stock Option Plan (the "Plan"). The shares
of Common Stock issuable pursuant to the Plan are referred to as the "Shares."
The Company assumed the Options pursuant to a Plan and Agreement of Merger
between the Company, Data Labs and Nicole Acquisition Corp., a Delaware
corporation, dated December 1, 1997. With your permission, all assumptions and
statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent expressly stated
herein, and we express no opinion with respect to the subject matter or accuracy
of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, (iii) examined such certificates of public officials, officers or
other representatives of the Company, and other persons, and such other
documents, and (iv) reviewed such information from officers and representatives
of the Company and others as we have deemed necessary or appropriate for the
purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all
natural persons executing documents (other than the capacity of officers of the
Company executing documents in such capacity), the genuineness of all signatures
on original or
<PAGE>
Board of Directors
January 8, 1998
Page 2
certified copies, and the conformity to original or certified documents of all
copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinion expressed herein, we have relied upon,
and assumed the accuracy of, certificates and oral or written statements and
other information of or from public officials, officers or other representatives
of the Company, Data Labs, and other persons.
Based upon the foregoing, and subject to the limitations set forth herein,
we are of the opinion that the Shares, when issued and paid for (with the
consideration received by the Company being not less than the par value thereof)
in accordance with the Plan and any agreement applicable to such Shares, will be
validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law of
the State of Delaware. We assume no obligations to supplement this letter if any
applicable laws change after the dated hereof or if we become aware of any facts
that might change the opinion expressed herein after the date hereof.
The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the registration of the Shares.
In giving this consent we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Richard A. Steinwurtzel
------------------------------------------
Richard A. Steinwurtzel
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Yurie Systems, Inc. on Form S-8 of our report dated March 7, 1997 appearing in
the Annual Report on Form 10-K of Yurie Systems, Inc. for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
Washington, D.C.
January 6, 1998
