Versatility, Inc.
Ticker:VERS 11781 Lee Jackson Memorial Highway, Seventh Floor
Exchange:NASDAQ-National Market Fairfax, Virginia 22033
Industry:High-Tech (703) 591-2900

Type of Shares:Common Shares Filing Date:10/9/96
U.S. Shares:2,200,000 Offer Date:12/12/96
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:2,200,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $30,800,000 Selling:$0.63
Expenses:$780,000 Reallowance:$0.10
Shares Out After:7,192,061

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Montgomery SecuritiesCo-manager (415) 627-2220
Oppenheimer & Company, Inc.Co-manager (212) 667-7402

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
4/30/96 7/31/96 7/31/95 7/31/96
Revenue:$16.54$5.42$2.66Assets:$8.94
Net Income:$1.26$0.20-$0.57Liabilities:$6.98
EPS:$0.04-$0.10Equity:$1.96

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

Business Description
Versatility is a leading provider of client/server customer interaction software that enables businesses to automate and enhance their telemarketing and teleselling capabilities. The company's software products are designed to increase the productivity and revenue-generating capabilities of organizations operating call centers to interact with existing and potential customers. The company's products include desktop software applications, development and customization tools and optional server-based software solution that can be used independently or as part of an integrated enterprise-wide customer interaction implementation. Versatility also offers fee-based professional, consulting and maintenance services to provide implementation, integration and ongoing support of the company's software products. Companies in a variety of industries recognize the strategic importance of developing and maintaining long-term customer relationships.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and other general corporate purposes, including expansion of the company's sales and marketing and product development organizations.

Last updated: 12/29/96

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