Vivid Technologies, Inc.
Ticker:VVID 10E Commerce Way
Exchange:NASDAQ-National Market Woburn, Massachusetts 01801
Industry:Manufacturing (617) 938-7800

Type of Shares:Common Shares Filing Date:10/17/96
U.S. Shares:1,600,000 Offer Date:12/11/96
Non-U.S. Shares:400,000 Filing Range:$12.00 - $14.00
Primary Shares:2,000,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $26,000,000 Selling:$0.47
Expenses:$650,000 Reallowance:$0.10
Shares Out After:8,792,370

ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 640-6129
Cowen & CompanyCo-manager (212) 495-6000
Needham & CompanyCo-manager (212) 371-8300

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/95 6/30/96 6/30/95 6/30/96
Revenue:$14.44$10.16$10.73Assets:$10.21
Net Income:$2.10$0.74$0.82Liabilities:$4.73
EPS:$0.28$0.10$0.11Equity:$5.48

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

Business Description
The company is a leading developer, manufacturer and marketer of automated inspection systems which detect plastic and other explosives in airline baggage. The company's family of advanced explosives detection systems identify targeted materials by analyzing the physical characteristics of each item in a bag, including the atomic number and mass, using patented composition analysis techniques and proprietary dual-energy x-ray technology. These systems automatically isolate and identify targeted materials within the bag, thereby preventing a suspect bag from being loaded into an aircraft until cleared by operator inspection. The company's systems can also be used to identify a wide variety of other substances, including drugs and currency. In 1993, the company's automated systems were successfully deployed in airports as part of an integrated multi-level checked baggage screening approach that is being adopted in many countries throughout the world.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and general corporate purposes including the redemption of certain non-convertible redeemable Preferred Stock.

Last updated: 12/29/96

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