VocalTec Ltd.
(www.vocaltec.com)
Ticker: VOCLF 1 Maskit Street
Exchange: NASDAQ-National Market Herzliya, Foreign 46733
Industry: High-Tech 9729562121

Type of Shares:Ordinary Shares Filing Date:1/8/96
U.S. Shares:2,500,000 Offer Date:2/6/96
Non-U.S. Shares:0 Filing Range:$16.00 - $18.00
Primary Shares:1,750,000 Offer Price:$19.00
Secondary Shares:750,000 Gross Spread:$1.33
Offering Amount: $42,500,000 Selling:$0.75
Expenses:$1,700,000 Reallowance:$0.10
Shares Out After:8,507,990

ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 576-3423
Lehman Brothers IncorporatedCo-manager (212) 640-6129
Robertson, Stephens & CompanyCo-manager (415) 989-8500

Auditor: Luboshitz, Kasierer & Co.
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/94 9/30/95 9/30/94 9/30/95
Revenue:$0.38$1.49$0.28Assets:$2.84
Net Income:-$1.38-$0.86-$1.05Liabilities:$1.58
EPS:-$0.23-$0.14-$0.18Equity:$1.26

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 provider of software that enables voice and audio communications over the Internet Phone. The company's core product, first released in February 1995, enables two users connected to the Internet to conduct real-time, two-way, full duplex voice conversations using their personal computers. With Internet Phone, users can conduct unlimited long distance and international conversations for the cost of an Internet connection. The expanding use of the Internet combined with recent advances and trends in personal computing has resulted in the emergence of a market for Internet voice and audio communications products. To address these trends, the company has developed technologies for standard platforms and networks.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital and for capital expenditures.

Last updated: 10/28/96

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