Memco Software Ltd.
Ticker: MEMCF Atidim Industrial Park, Building 7, Neve Sharet
Exchange: NASDAQ-National Market Tel Aviv, Foreign 61581
Industry: High-Tech 7236487415

Type of Shares:Ordinary Shares Filing Date:9/24/96
U.S. Shares:2,692,000 Offer Date:10/15/96
Non-U.S. Shares:673,000 Filing Range:$12.00 - $14.00
Primary Shares:3,000,000 Offer Price:$15.00
Secondary Shares:365,000 Gross Spread:$1.05
Offering Amount: $43,745,000 Selling:$0.63
Expenses:$1,500,000 Reallowance:$0.10
Shares Out After:15,013,300

ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 640-6129
Bear, Stearns & Co. Inc.Co-manager (212) 272-2000
Montgomery SecuritiesCo-manager (415) 627-2220

Auditor: Luboshitz, Kasierer & Co.
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$1.55$4.94$0.28Assets:$12.96
Net Income:-$2.46$0.79-$0.96Liabilities:$8.37
EPS:-$0.21-$0.06-$0.08Equity:$4.59

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company develops, markets, licenses and supports security software products designed to protect and manage access to critical information assets and system resources in an open client/server environment. The company's Security for Open Systems family of software products provides a unique information security solution and redefines the focus of access control from the network to the server, where information resides. Although many existing network security products, such as firewalls and other access control mechanisms, limit access to an organization's network and protect data in transit, data residing on open system servers has remained largely unprotected and vulnerable to security breaches. The company's products address the growing demand for server security solutions by restricting unauthorized users both from inside and outside an organization from accessing computing resources and data. As an increasing number of organizations recognize the importance of protecting critical corporate data while it resides on servers, the SeOS family of products is being adopted by companies in various industries, including Fortune 100 companies. The company currently sells and derives substantially all of its revenues form SeOS Access Control and SeOS Administrator. The company expects to introduce SeOS Single Sign-On, SeOS Security Wizard, "SeOS Secured!" and new versions of SeOS Access Control and SeOS Security Administrator with support for addition platforms.

Use of Proceeds
The proceeds from the offering will be used for research and development with respect to new and existing products, the expansion of its marketing activities, working capital and general corporate purposes.

Last updated: 12/8/96

©1996 IPO Data Systems, Inc. - All rights reserved.