Financial Update: JDS Uniphase To Buy SDL For $41 Billion. Progeny Linux Ends 1st Round of Financing. SGI Announces Preliminary Results.

July 14, 2000

SHORT TAKES

JDS UNIPHASE TO BUY SDL FOR $41 BILLION

New York, N.Y. — JDS Uniphase Corp. announced that it would acquire Spectra Diode Laboratories Inc., or SDL Inc., for about $41 billion in stock in what is thought to be the largest technology merger on record. Assuming the transaction is approved, SDL will operate as a wholly-owned subsidiary of JDS Uniphase. JDS Uniphase will exchange 3.8 shares of JDS Uniphase for each share of SDL, at about 441 1/2 per SDL share. The price represents a nearly 50% premium to Friday’s closing price of 295 5/16. SDL closed up 10 7/8 on Friday after a week of takeover speculation and in anticipation of solid financial performance. SDL announced in May that second-quarter results would easily beat expectations. In pre-market trading, SDL was up 13% to 335, while JDS Uniphase slid 13% to 101. The transaction has been approved by both boards and now requires shareholder and regulatory approval. With the increased consolidation in the fiber-optics arena, regulatory scrutiny has intensified and JDS Uniphase likely faces a tough regulatory process. To gain approval for its E-Tek deal, JDS Uniphase agreed to limit its purchase of filters that divide light into colors, allowing separate information to be carried on each color.

In an effort to limit objections, JDS Uniphase spoke to its major customers, which haven’t voiced any concerns to the company so far. JDS Uniphase and SDL do not expect to divest any property as a result of the merger and expect no lay-offs. Analysts expect that despite scrutiny, the deal will eventually gain approval. JDS Uniphase was formed a year ago by the amalgamation of Uniphase Corp. and JDS Fitel Inc. The company has made 17 acquisitions since 1995, securing a position among the top fiber-optic component manufacturers. With the growing need for high-speed communication, the demand for fiber optics has skyrocketed. Consolidation has been the industry’s answer to meeting the increased demand with greater capacity and as a way to roll out better products, faster. In recent acquisition action, San Jose-based JDS Uniphase completed its acquisition of E-Tek Dynamics on June 30. The stock swap, valued at $15 billion, exchanged 2.2 shares of JDS Uniphase for each share of E-Tek.

Two months ago, SDL announced it would acquire Photonic Integration Research Inc., a company which produces a product that expands the information able to be carried on a single line by breaking it into 40 wavelengths, for $1.8 billion in stock and cash. Jozef Straus is continuing the acquisition legacy of his predecessor, Kevin Kalkhoven, who retired in May and who orchestrated the takeover of JDS Fitel. Mr. Straus will remain the CEO and co-chairman and Martin Kaplan will maintain his position of non-executive chairman of JDS Uniphase. SDL CEO Donald Scifres, who initiated the merger talks with JDS Uniphase, will become co-chairman and a board member of JDS Uniphase. JDS Uniphase and SDL both have solid positions in fiber-optic communications and share many large customers such as Lucent Technologies, Cisco Systems and Corning Inc., which was rumored to have been in merger talks with SDL prior to its agreement with JDS Uniphase.

PROGENY LINUX COMPLETES FIRST ROUND OF FINANCING

Indianapolis, IND. — Progeny Linux Systems announces that it has completed its first round of financing. The new company has received seed capital through a private placement. Founded by Ian Murdock and Bruce Perens, two leading Linux developers, Progeny has begun development of a technology that challenges traditional models of network computing. Building on Debian GNU/Linux, Progeny is developing a technology tentatively known as Linux NOW (Network of Workstations). Ian Murdock, president and CEO of Progeny, explains, “Both workstation environments and centralized computers have advantages. Workstation environments are scalable, flexible and affordable. Centralized computers make sharing resources easy, and are simple to maintain. Our goal is to combine the best features of both.” Murdock goes on to say, “Linux NOW turns a network of workstations into a single, seamless system. With only one system to manage, instead of hundreds, system administration becomes simpler. Security is improved. With files and other resources shared across the entire system, the user’s environment becomes a unified whole. In Linux NOW, the network and workstation will meet in a way you’ve never seen before.”

Progeny bases its development on the Debian version of Linux, the operating system that is the major rival to UNIX and Windows NT in the server market. Named for Ian Murdock and his wife Debra, Debian has a reputation for quality and stability. Debian is also known for its sophisticated tools for installing and removing software, as well as for its commitment to Open Source software. Both Ian Murdock, president and CEO of Progeny, and Bruce Perens, Chairman of the Board of Directors, have served as Debian Project Leader and are involved in the Linux community. Other members of Progeny’s staff are active Debian developers. Dr John H. Hartman, chief technical officer, is an expert on computer operating and storage systems, and an assistant professor at the University of Arizona. Bern Galvin, chief financial officer, has over twenty years of corporate financial experience, with expertise in viability analysis, organizational restructuring, due diligence, acquisitions, and corporate startups. Financing for Progeny was obtained with the help of the Linux Capital Group ( http://www.linuxvc.com ). Investors include a mixture of venture capitalists, investment bankers, angels, and the officers of several large publicly traded companies. Despite the volatility in the public markets, the financing was heavily oversubscribed.

SGI ANNOUNCES PRELIMINARY FOURTH QUARTER RESULTS

Mountain View, CA — SGI announced that, based on a preliminary analysis of its results to date for the quarter ending June 30, 2000, it expects to report revenue in the $525 to $535 million range. Based upon this revenue forecast, the company expects to report a net loss that is larger than financial analyst expectations. “Our early analysis of the results for this quarter shows that supply constraints on the desktop products, multiple product transitions and the imminent release of the third generation cc-NUMA product family reduced fourth quarter revenue levels,” said Bob Bishop, chairman and chief executive officer. “On the other hand, we are estimating an overall book-to-bill ratio for the quarter of 1.14:1, and our fourth quarter bookings for all products grew by more than 25% compared with our third quarter bookings. In addition, the first products based on our next generation cc-NUMA architecture will be publicly introduced later in July and will ship in volume in the current quarter. These products have been enthusiastically accepted by key customers to whom they have been shown, a fact which is supported by our backlog of over $100 million for this product family at fiscal year-end,” said Bishop.

These statements regarding estimated results are based on preliminary information and management assumptions. The company will announce its actual results for the quarter on July 24, 2000. SGI provides a broad range of high-performance computing and advanced graphics solutions that enable customers to understand and conquer their toughest computing problems. Headquartered in Mountain View, Calif., with offices worldwide, the company is located on the Web at http://www.sgi.com .

GENROCO AND VPI OFFER MORE INFORMATION ABOUT SPINOFF

Slinger, WIS. — GENROCO, Inc. (GENROCO), a leader in Storage Area Network (SAN) technology along with its former digital video subsidiary, VideoPropulsion, Inc.(VPI), which was spunoff to shareholders on Friday, June 30, announced details about pre and post share trading last week. GENROCO shareholders of record as of June 30, 2000 will receive a dividend of one share of VideoPropulsion for each share of GENROCO stock (GRCI) owned. These shares will be distributed on July 10, 2000. All trades of GRCI between July 1 and July 10 will be traded “Due Bills”, which entitle the buyer to keep the VPI spinoff stock dividend. All trades of GRCI on or after July 11 are traded “ex dividend”, which entitle the seller to keep the VPI spinoff stock dividend. As announced, GRCI shareholders of record as of July 3 will receive a 2-for-1 forward split for each GRCI share held. The distribution date for this forward split is July 13, 2000. All trades of GRCI between July 4 and July 13, 2000 entitle the buyer to receive the forward split shares. All trades on or after July 14, 2000 are traded “ex dividend” which entitle the seller to keep the forward split shares.

VideoPropulsion stock will begin trading on the Over the Counter (OTC) Bulletin Board (BB) on July 11, 2000 under the symbol VDOP. VDOP shareholders of record on July 3, 2000 will receive a 4-for-1 forward split of for each VDOP share held. The distribution date for this 4-for-1 forward split will be July 13, 2000. All trades of VDOP between July 11 and July 13, 2000 are traded “Due Bills” which entitle the buyer to receive the forward split shares. All trades of VDOP on or after July 14, 2000 are traded “ex dividend” which allow the seller to keep the forward split shares. This notification of the availability of GENROCO and VideoPropulsion stock is not an offering, a solicitation, or a recommendation. GENROCO, Inc. is a 25-year-old, publicly traded engineering and marketing company that specializes in developing I/O solutions for users of high performance storage area networks (SANs). By providing cross-platform support for its patented technology, the Company is able to offer unique, extraordinarily high bandwidth and low host overhead products for these markets.GENROCO enjoys a global customer base that includes Compaq, Fujitsu, SGI, Sun, StorageTek, the U.S. Departments of Defense and Energy, CERN, and other research institutions. For more information visit http://www.genroco.com or http://www.videopropulsion.com .

BMC ANNOUNCES PRELIMINARY FINANCIAL RESULTS

Houston, TEXAS — BMC Software Inc. released preliminary financial results for the first quarter of fiscal year 2001. BMC Software said its preliminary estimate of total revenues for its first quarter ended June 30, 2000 would be in a range of $365 million to $375 million. Net earnings are preliminarily estimated to be in the range of $47 million to $51 million and diluted earnings per share are preliminarily estimated to be in the range of $.18 to $.21. Both earnings figures exclude amortisation of goodwill and intangible assets. Revenues and earnings per share estimates for the quarter are below consensus analysts’ estimates. In the first quarter of fiscal 2000, BMC Software’s revenues were $400.7 million, with net earnings of $105.3 million and diluted earnings per share of $.42, exclusive of goodwill amortisation, acquired research and development costs and merger expenses. BMC Software expects to release complete financial results for the first quarter on July 25, 2000.

“We depend each quarter on a high percentage of license revenue closing in the last days or day of the quarter. We experienced weakness in our mainframe business at quarter end. We attribute the shortfall in mainframe license revenues to a lack of a sufficient number of customers committing to enterprise license transactions,” said Max Watson, chairman, president and chief executive officer of BMC Software. “While I am disappointed in these results, I remain confident in our employees, our customers and our solutions.” BMC Software delivers comprehensive e-business systems management software with the fastest guaranteed implementation. This Service Assurance strategy enhances the availability, performance and recoverability of companies’ business-critical applications. Companies can use this management methodology to demonstrate their ability to deliver optimal service to their customers and partners by joining BMC Software OnSite, a certification program which includes solution implementation and regular HealthChecks performed by BMC Software Professional Services.

SCO WARNS OF EARNINGS SHORTFALL

Santa Cruz Operation (SCO) warned that its loss for the most recent quarter will be about 30 cents per share deeper than expected because of slow sales of its server software. The company, which sells Unix, its Tarentella thin-client software, and Linux services, warned that revenue will be between $26 million and $28 million and net losses between 50 cents and 55 cents a share for the third quarter, which ended June 30. Analysts surveyed by First Call/Thompson Financial expected a loss of 13 cents. In the same quarter last year, the company earned $57 million. Chief executive Doug Michels blamed the loss on the company’s server software division. The company’s sales channels are recovering slowly from the Year 2000 transition, and several large contracts didn’t close as planned, he said in a statement.

Analysts note that SCO has been hurt by the arrival of Linux, a less expensive clone of versions of Unix such as SCO’s UnixWare. SCO initially derided Linux, which like SCO’s Unix, runs most often on Intel hardware. But SCO has since warmed up to the operating system. SCO still is positioned to take advantage of trends such as Linux, application service providers, the antitrust case against Microsoft, and the conversion of software into Web services, Michels said. “We are committed to maintaining technical and market leadership in the exciting and challenging times ahead,” he said. The company is in the midst of a previously announced austerity program to cut expenses and conserve cash, chief financial officer Randy Bresee said. The company also has engaged investment bakers Chase H&Q to help SCO set a course for the future. SCO expects to report results for the quarter on July 25.

HONEYWELL SAYS EARNINGS SLIGHTLY ABOVE ESTIMATES

New York, N.Y. — Honeywell said its second-quarter earnings will slightly beat Wall Street estimates. The company expects earnings per share for the second quarter at 75 cents, up a penny from the consensus among Wall Street analysts, according to First Call/Thomson Financial, a research firm that tracks such statistics. It earned 66 cents per share in the same period last year. Quarterly sales are expected to be $6.3 billion, up 6 percent from last year’s second quarter.

The company attributed the gains to sales growth in its aerospace and home and building products, as well as cost-cutting initiatives aimed at balancing shortfalls stemmimg from higher raw material costs and higher debt service costs due to higher interest rates. At the same time, the Morris Township, N.J.-based company announced it will merge its polymers and specialty chemicals business into one unit, which will have about $3.3 billion in annual sales and approximately 10,000 employees. Honeywell closed Monday up 1/8 at 34 3/4. The company is scheduled to report quarterly earnings July 18.

MOTOROLA ACQUIRES HIWARE AG

Austin, TEXAS — Motorola announced the company has acquired HIWARE AG, a software development tools vendor based in Basel, Switzerland. HIWARE technology and staff will become part of Metrowerks, an Austin, Texas-based, subsidiary of Motorola Semiconductor Products Sector (SPS). The acquisition expands Metrowerks’ ability to serve the embedded systems software development market with the addition of HIWARE tools for embedded systems development. HIWARE is a leading provider of development tools for the automotive and industrial automation industries focusing on 8- and 16-bit processor architectures. HIWARE tools also support Motorola 32-bit processor architectures. Metrowerks’ European presence will be expanded by the acquisition, with HIWARE’s Basel office becoming Metrowerks’ European headquarters.

“Our acquisition of one of the leading providers of software tools for embedded systems development allows Metrowerks to quickly and effectively extend our CodeWarrior product offerings. The integration of HIWARE technology with the CodeWarrior Integrated Development Environment increases our ability to provide our customers with complete DigitalDNA embedded solutions across the full range of Motorola processors,” said David Perkins, president and CEO of Metrowerks and vice president of Motorola. “The acquisition also gives Metrowerks a strong, established base in Europe for continued development, customer support and sales.” HIWARE’s thirty-three employees will continue to work out of the Basel office and other locations in Europe. Metrowerks also has European offices in Wiesbaden, Germany, Grenoble, France and the U.K. “We are excited to be part of the Metrowerks team and we’re eager to take our long relationship with Motorola to the next step,” said Daniel Wolff, former president of HIWARE and new president of Metrowerks’ European operations. “This is an opportunity to grow our business in the U.S. and to significantly expand Metrowerks’ business in Europe through complementary technology and combined product offerings.” “This acquisition highlights the commitment of Motorola SPS to expand our core competencies in software development tools,” said Fred Tucker, president, Motorola Semiconductor Products Sector. “The synergy between Metrowerks and HIWARE technology will play a key role in our ability to deliver DigitalDNA embedded solutions to our customers.” Visit http://www.HIWARE.com for more information.

PMC-SIERRA TO BUY QUANTUM

Campbell, CA. — Chip maker PMC-Sierra Inc. on Wednesday, July 12 said it would buy Quantum Effect Devices Inc., maker of microprocessors used in consumer electronics, in a stock deal worth about $2.3 billion. The deal gives Burnaby, British Columbia-based PMC-Sierra Inc. a strong presence in the design of high-speed networks. “This is one of the most widely adopted architectures in the broadband infrastructure and is a synergistic addition to our rapidly expanding offering of broadband communications semiconductors,” Bob Bailey, PMC-Sierra chief executive, said in a statement. “With this acquisition, PMC-Sierra will now be positioned to provide more of the critical silicon for these applications including an open architecture microprocessor.”

Under the terms of acquisition, PMCS shares with the value of approximately $2.3 billion will be issued to Quantum shareholders at an exchange ratio of .385 shares of PMCS for each Quantum share. The value of deal is based upon Tuesday’s closing price of 196-7/16. Shares of Quantum closed at 60-1/2. Quantum shares first traded publicly on Feb. 1 at a initial price of $16. The transaction is still subject to shareholder approval and should be accounted for as a pooling of interests, PMC-Sierra added. Tom Riordan, Quantum’s president and chief executive, will become vice president and general manager of the Quantum division, which will absorb Quantum’s 100 employees.

ORYX TECH INVESTS $500,000 IN LOTS TECH

Fremont, CA — Oryx Technology Corp. announced that it has made a $500,000 investment in LOTS Technology, Inc., a developer of digital optical storage technology. Founded in 1993, by President William S. Oakley, LOTS Technology, Inc. has developed optical tape drive technology that elevates the storage of data on tape to new levels of performance and efficiency. The company’s proprietary technology is a replacement product for the high-end magnetic media tape drives that can no longer keep pace with the growth in digital data storage. LOTS plans to supply large-volume data storage systems to three broad markets of commercial and government customers, including general purpose computing and networked dat a storage, digital video, and data acquisition system companies.

LOTS developed the technology with major funding from a series of government contracts. Oryx and the other investors that are funding the current round of investment are providing funds to move the product closer to commercialization. LOTS’ initial product, the LaserTape” 25T, utilizes a single laser. Its beam is optically split into an array of beams, and each beam is modulated with a separate data stream to achieve a high aggregate data rate. The single laser permits high data rate recorders to be manufactured practically.

MOTOROLA SECOND-QUARTER PROFITS RISE

San Diego, CA — Motorola Inc., the world’s No. 2 wireless phone maker, said on Wednesday its second-quarter profits before one-time items nearly doubled, matching Wall Street estimates, amid strong sales in its broadband communications and network systems segments. Motorola said it earned $515 million from ongoing operations, or 23 cents per share in the quarter, excluding special items, up 91 percent from $269 million, or a split-adjusted 13 cents a share, in the same period a year ago. Including special items, earnings were $204 million, or 9 cents per share, compared with $255 million, or 12 cents per share a year ago. Analysts had expected Motorola to earn 23 cents a share in the 2000 second quarter, according to market research firm First Call/Thomson Financial.

The wireless communications and semiconductor maker Motorola warned in April that it expected to earn 67 cents a share in the second quarter, before the effect of a 3-for-1 stock split. This was 3 cents below analysts’ estimates at the time. Second-quarter 2000 revenues climbed to $9.3 billion from $7.6 billion a year ago. Ahead of the news, shares in Motorola rose 2-1/8 to close at 35-7/16 in New York Stock Exchange trading. In after hours trading, the stock slipped to 33-1/16 right after the earnings were reported, then bounced back to 35-1/2. In Motorola’s widely watched personal communications segment, which includes wireless phones, sales rose 20 percent to $3.3 billion and orders declined less than 1 percent to $3.1 billion. Operating profits in the segment increased to $132 million, compared with $125 million a year ago. Operating profit margin recovered to 4 percent of sales versus 2 percent of sales in the first quarter this year and was about the same as the year-ago profit margin.

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