Digital Generation Systems, Inc.
Ticker: DGIT 875 Battery Street
Exchange: NASDAQ-National Market San Francisco, California 94111
Industry: Service (415) 276-6600

Type of Shares:Common Shares Filing Date:12/11/95
U.S. Shares:3,000,000 Offer Date:2/6/96
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:3,000,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $30,000,000 Selling:$0.45
Expenses:$1,100,000 Reallowance:$0.10
Shares Out After:11,385,963

ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 576-3423
Cowen & CompanyCo-manager (212) 495-6000
Merrill Lynch & Co.Co-manager (212) 449-4600

Auditor: Arthur Andersen
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$5.14Assets:$14.46
Net Income:-$8.78Liabilities:$8.09
EPS:-$0.94Equity:$6.37

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

Business Description
The company operates a nationwide multimedia network designed to provide electronic delivery and related services to the broadcast industry by linking content providers to broadcast stations. The company is the leading provider of electronic distribution of audio spot advertising to radio stations. The company's network currently reaches over 4,000 radio stations in the U.S. through its scable, fault-tolerant network operating center. The company believes that its network enables the rapid, cost-effective and reliable transmission of broadcast content and provides higher levels of quality, accountability and flexibility than current distribution methods. Transmissions are currently made over standard telephone or ISDN lines, and the company intends to implement satellite, Internet and other transmission capabilities in the future. DG Systems derives its revenues from advertising agencies, production studios and other service providers that have traditionally relied upon the overnight delivery of audio tapes.

Use of Proceeds
The company intends to use a majority of the proceeds of this offering for capital expenditures to expand its network including planned capital expenditures of approximately $6.0 million for new equipment in 1996, payment of $2.4 million of debt service due in 1996 on existing lease and term loans with effective interest rates which range from 13% to 18% and for additional working capital to fund anticipated operating deficits.

Last updated: 10/28/96

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