Nicollet Process Engineering, Inc.
Ticker: NPET 420 North Fifth Street, Ford Centre, Suite 1040
Exchange: NASDAQ-Small Cap Market Minneapolis, Minnesota 55401
Industry: Manufacturing (612) 339-7958

Type of Shares:Common Shares Filing Date:2/7/96
U.S. Shares:1,308,102 Offer Date:3/19/96
Non-U.S. Shares:0 Filing Range:$4.25 - $4.75
Primary Shares:1,000,000 Offer Price:$4.63
Secondary Shares:308,102 Gross Spread:$0.37
Offering Amount: $5,886,459 Selling:$0.22
Expenses:$400,000 Reallowance:$0.05
Shares Out After:3,030,330

ManagerTierPhone
R.J. Steichen & Co.Lead Manager (612) 341-6200

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
8/31/95 11/30/95 11/30/94 11/30/95
Revenue:$2.77$0.97$0.40Assets:$1.86
Net Income:-$1.23-$0.14-$0.19Liabilities:$1.65
EPS:-$0.66-$0.07-$0.11Equity:$0.21

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

Business Description
The Company designs, manufactures, markets and supports process monitoring and control systems, client/server software at the host level and machine diagnostic tools for the die casting and plastic injection industries. The Company has developed industry-specific, "turn key" manufacturing information and process control systems which, on a real-time basis, monitor, collect and display machine performance data, monitor process performance continuously against pre-set values, provide feedback to the machine's controller to bring out-of-tolerance performance back into conformance, and aggregate data for real-time presentation of process reports for use by the machine operator. The Company has also developed client/server software at the host level which provides access to factory floor data stored in file servers and distributes that data, on a real-time basis.

Use of Proceeds
Proceeds from the proposed offering will be used for sales and marketing, repayment of outstanding bridge loans and for general corporate purposes.

Last updated: 10/28/96

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