To: telephonics who wrote (225 ) 12/10/1997 12:37:00 PM From: telephonics Respond to of 1181
On 12/09/97 Yurie Systems filed 8-K and a 424B3 forms with the Securities and exchange commission. The 424BS form address a supplement to the previously filed 2nd Prospectus supplement and addressed clarification of some terms of this document. The 8-k fordealing with the acquisition of Data Labs and merger of Nicole Acquisition Cor[poration reads as follows. On 1 December 1997,the Company entered into a definitive merger agreement providing for the merger of Nicole Acquisition Corporation,a wholly owned subsidiary of the Company with and into privately-held DataLabs,Inc.a Delaware Corporation and pursuant to which Data Labs would become a wholly owned subsidiary of the Company. The merger was effected on 1 December1977/ Pursuant to the terms of the Merger Agreement,the Company issued 358,412 shares of its common stock in exchange for,all of the oputstanding shares of common and preferred stck of Data Labs,all warrants to purchase shares of Data Labs Common stock,all vested options to purchase shares of Data Labs immediately prior to the Effective time of the merger and 50% of the unvested options to purchase shares of Data Labs common stock outstanding immediatekly prior to the Effective Time of the Merger. The remaining unvested options equal to approximately 5,820 shares of Yurie common stock were assumed by the company. Ten percent of the shares issued in the merger,or 35,841 shares were placed into an escrow account to cover idemnification claims in connection with the trasnsaction. The merger is intended to be accounted for as a pooling of interests for financial reporting purposes.