UNIX Announces Common Stock Sale

Business Wire

April 3, 1991

New York -- Eleven computer industry concerns, representing broad and diverse interests in the international Open Systems computing industry, have purchased shares of UNIX System Laboratories Inc., common stock, the unit announced today, becoming part-owners of the AT&T subsidiary that develops and licenses the UNIX Operating System and other standards-based software to vendors worldwide.

The shared ownership of USL reflects the importance of the UNIX System V operating system as the foundation of the worldwide move to standards-based open computing systems by industry vendors and their customers, the company said.

USL investors represent computer system, microprocessor and workstation manufacturers, software providers and government agencies in the Pacific Rim, Europe and the United States. They are: Amdahl Corp.; Motorola Inc.; Novell Inc.; Sun Microsystems; ICL Plc.; Ing. C. Olivetti & C. S.p.A.; Fujitsu Limited; Institute for Information Industry (Taiwan); NEC Corp.; OKI Electric Industry Co. Ltd.; and Toshiba Corp. Terms of the sale were not disclosed.

AT&T Group Executive Robert M. Kavner, who first proposed that AT&T sell equity in USL, and who hosted the announcement in New York, said, ``AT&T gave birth to the UNIX System and tended it through its adolescence as a mainstay of scientific and technical computing. But UNIX System V is now the foundation of a rapid worldwide movement to commercial Open Systems.

``AT&T is convinced that the best way to nurture the growth of the Open Systems movement, and to share in it ourselves, is to establish an independent UNIX System Laboratories, with the technical guidance of UNIX International and the business advice of investors who will ensure that USL is run properly and profitably. AT&T takes great pride in the creation of USL. I have every reason to believe it will be a success for all of us in the Open Systems industry.''

USL President Larry Dooling, hosting a similar announcement in Tokyo, said, ``Today's announcement is the culmination of a plan set in motion two years ago to create an independent, for-profit company that would work in partnership with all of its customers to evangelize Open Systems.

``The key to our future, however, is the personal commitment to Open Systems of the AT&T employees who joined USL, combined with an influx of talented and committed people from the software industry. Our future depends on how well we help the computer industry, vendors as well as customers, realize the economic and strategic potential of Open Systems.''

AT&T succeeded in meeting its goal of achieving more than 20 percent outside ownership of USL as a result of the initial equity offer, Dooling said. Approximately 10 percent of the company shares have been reserved for employees.

Roel Pieper, USL's new executive vice president, marketing and sales, said, ``USL is a new company with unexcelled technology and a strong customer base. Together with our customers, we have an unparalleled opportunity to show MIS directors how to gain economic and strategic business advantage by integrating UNIX System technology from many vendors at the desktop, server and mainframe levels with older, proprietary technologies.

``The implications are immense for those who share our vision of multivendor, standards-based, networked computing systems that grow and adapt to changing business needs as well as new technologies.''

A nine-member USL Board of Directors will oversee the business operations of the company. Six of the members will be elected by AT&T; three of the members will be elected by outside investors.

Technical guidance to USL on features that customers want in future versions of the UNIX operating system will continue to be provided by UNIX International Inc., through its UNIX System V Roadmap process. Peter Cunningham, president, UNIX International, said, ``Today's announcement sends a powerful message to everyone in the Open Systems industry. AT&T has been resolute in fulfilling its commitment to open UNIX System V technology to outside input through the UNIX System V Roadmap process.

``In fact, USL has accelerated its product development and strategic partnership activities in response to the UNIX System V Roadmap. As a result, UNIX System V Release 4 has become the consensus choice of the industry as a powerful, stable, yet still evolving foundation for the Open Systems movement. I am utterly confident that USL will respond to the participation and scrutiny of outside investors as they have responded to UNIX International.

``The industry needs a strong, resilient, independent USL. They are an asset and a partner for industry manufacturers and vendors, software developers and customers alike.''

UNIX System Laboratories Inc., headquartered in Summit, N.J., develops and markets the UNIX System V operating system, the TUXEDO Transaction Processing System, the OSI Communications Platform, the C++ Language system and other standards-based system software products to Open Systems computer vendors worldwide.

USL has two subsidiaries -- UNIX System Laboratories Europe Ltd., headquartered in London and directed by Robert W. Mitze, and UNIX System Laboratories Pacific Ltd., headquartered in Tokyo and directed by Dr. James L. Clark, as well as field offices in India, Korea and Taiwan.

In addition to Dooling and Pieper, USL executives include Joel A. Appelbaum, executive vice president, Open Solutions Software; Michael J. DeFazio, executive vice president, UNIX System V Software; Sanford Tannenbaum, executive vice president and general counsel; Donald E. McGovern, vice president, Distributed Computing and Desktop Systems; C. Dennis Weiss, vice president, UNIX System V Development. USL Investor Statements

``Amdahl maintains a strong commitment to our traditional IBM-compatible marketplace. At the same time, many of our customers are expressing a growing interest in open systems, specifically in UTS, our System V based mainframe UNIX operating system. Thus, we've been increasing our investments in open systems R&D in recent years, and this latest investment is a further reflection of our commitment to UNIX System V.''

Joseph J. Francesconi

Senior Vice President

Open Systems Operations

Amdahl Corp.

``We feel that a shared equity ownership of UNIX System Laboratories demonstrates the importance of UNIX System V Release 4 as the standard for open systems computing. Motorola is enthusiastic about the opportunity to be a part of this effort. We are committed to SVR4 because we believe that through the pursuit of standard operating systems and applications interfaces, the UNIX market will follow the economic model of the DOS market in terms of increased availability and affordability of UNIX-based applications.''

John Becker

Vice President and Director

Core Technologies and Systems

Motorola Computer Group

``In UNIX, the individuals at USL have built a clear winner in delivering a standards-based computing platform that spans multiple hardware architectures and the entire range of computers from desktop, to mainframe, to supercomputer. UNIX has already become an important element in Novell's world of network computing. In our view, it stands to become a major factor in multi-vendor, multi-operating system network computing environments. Novell believes present and future UNIX users will be better served by the cooperation and partnership of industry concerns collectively supporting the efforts of USL.''

Raymond J. Noorda

Chairman of the Board

President and CEO

Novell Inc.

``Sun is pleased to be a part of this announcement. We believe that AT&T's decision to make available shares of USL reinforces the concept of an open exchange of ideas between companies that support industry standard UNIX SVR4.''

Ed Zander

President

SunSoft Inc.

Sun Microsystems

``As a major player in the Open Systems market, we see our investment as a natural progression to maintaining ICL's position with the market leading UNIX operating system. In concert with our fellow investors, ICL will continue to be very active contributors to the progressive evolution and success of Open Systems.''

Andrew H. Roberts

Director

Systems Integration Division

ICL Plc.

``UNIX System V Release 4 is a key element in the Olivetti Open System Architecture and we are committed to offering it on our product line. We have been working closely with USL since its creation, and this investment further strengthens that relationship.''

Elserino Piol

Chief Executive Officer

Olivetti Systems & Networks

``Fujitsu is committed to Open Systems and UNIX System V Release 4 (SVR4) as the standard open operating system. Fujitsu has been making UXP, Fujitsu's SVR4-based operating system, available on products ranging from desktop computers and workstations to mainframes and supercomputers. Industry partners' investment in USL will help more industry-wide interests to be reflected in USL, and help USL to strengthen its development power to perform its role as a standard UNIX system provider and to meet the needs of the global Open Systems market in the 1990's.''

Tadashi Sekizawa

President and Representative Director

Fujitsu Limited

``The information industry in Taiwan has in recent years put more efforts into software development. As a software-oriented institute we are fully aware that Open Systems will play an ever important role in standard-based software internationally. Our investment in USL really reflects the shared belief and support of Open Systems which contribute to high productivity and high quality software.''

Cheng-Kwei Chou

Acting President

Institute for Information Industry

``It is one of the basic policies of our product strategy to base our UNIX products from workstations through super computers on the UNIX System V Release 4 (SVR4). We expect this investment by hardware vendors and ISVs in USL will accelerate the standardization of SVR4 in the industry, and in cooperation with USL we intend to contribute even more to the development of SVR4 and an open systems environment.''

Tadahiro Sekimoto

President

NEC Corp.

``In order to establish the open foundation of UNIX System V operating system, OKI Electric Industry Co. Ltd. has committed to purchase shares of USL. As a primary member of UNIX International Inc., OKI has worked for the specification requirement of UNIX System V operating system so far. Now, the development and the responsibility of providing the operating system to customers are new roles as a shareholder of USL. I would like to assure that OKI will respond to the requirements of the industry and customers through the activity of UNIX International, Inc. and USL.''

Nobumitsu Kosugi

President and Chief Executive Officer

OKI Electric Industry Co. Ltd.

``We are very honored to be a shareholder in USL. UNIX System V Release 4 offers superb power and scalability covering the entire spectrum from laptop workstations through host computers, and is in full accord with our computer strategy of creating an Open System environment. Our investment in USL reaffirms our commitment to the further penetration of this important operating system, and we intend to ensure and further strengthen our support for our UNIX customers worldwide.''

Joichi Aoi

President and CEO

Toshiba Corp.

CONTACT: UNIX Systes Laboratories Inc., Summit, N.J. Dick Muldoon, 908/522-6274 (office) 201/635-6699 (home) Scott Belin, 908/522-5006 (office) 908-753-9279 (home) 10:01 ET