Microware Systems Corporation
Ticker: MWAR 1900 NW 114th Street
Exchange: NASDAQ-National Market Des Moines, Iowa 50325
Industry: High-Tech (515) 224-1929

Type of Shares:Common Shares Filing Date:11/13/95
U.S. Shares:2,500,000 Offer Date:4/2/96
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,000,000 Offer Price:$10.00
Secondary Shares:500,000 Gross Spread:$0.70
Offering Amount: $22,500,000 Selling:$0.42
Expenses:$580,000 Reallowance:$0.10
Shares Out After:13,570,452

ManagerTierPhone
Alex. Brown & Sons IncorporatedLead Manager (410) 727-1700
Cowen & CompanyCo-manager (212) 495-6000

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/95 12/31/95 12/31/94 12/31/95
Revenue:$18.90$16.87$13.60Assets:$24.02
Net Income:$0.92$0.90$0.71Liabilities:$5.96
EPS:$0.08$0.07$0.06Equity:$18.06

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

Business Description
The Company develops, markets and supports sophisticated real time operating system software and high-level language compilers for advanced consumer and industrial products. The Company's product line is built around its OS-9 real time operating system, which was first introduced in 1980 and has been continually refined to incorporate advances in technology. OS-9 has been used to develop numerous mission critical applications for the industrial, scientific and telecommunications markets. In addition, OS-9 is increasingly being used to run advanced consumer products such as interactive television set-top boxes - consumer computer appliances that connect standard televisions digital networks - and wireless personal communications devices. The Company's Digital Audio Video Interactive Decoder architecture, which the Company believes is the most widely adopted operating system standard for the interactive television industry, has been licensed by over 20 major manufactures of television set-top boxes. DAVID-based devices are being deployed in tests sponsored by a number of leading network operators, including Bell Atlantic Network Services, Inc., Hongkong Telecom and Telecom Italia.

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

Last updated: 10/28/96

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