Worldtalk Communications Corporation
Ticker: WTLK 5155 Old Ironsides Drive
Exchange: NASDAQ-National Market Santa Clara, California 95054
Industry: High-Tech (408) 567-1500

Type of Shares:Common Shares Filing Date:2/20/96
U.S. Shares:2,100,000 Offer Date:4/12/96
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,000,000 Offer Price:$8.00
Secondary Shares:100,000 Gross Spread:$0.56
Offering Amount: $18,900,000 Selling:$0.32
Expenses:$975,000 Reallowance:$0.10
Shares Out After:9,606,940

ManagerTierPhone
Robertson, Stephens & CompanyLead Manager (415) 989-8500
Cowen & CompanyCo-manager (212) 495-6000

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$6.71Assets:$5.73
Net Income:-$3.64Liabilities:$4.32
EPS:-$0.48Equity:$1.41

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 directory-based software solutions that link disparate electronic mail and groupware systems, enable centralized management and control of these systems and provide control over Internet access. The company's Network Application Router products operate at the "application level" as opposed to traditional internetworking products such as multiprotocol routers or wiring hubs that operate at the network protocol or physical wire levels. The core architecture of the company's products is based upon a distributed directory of user-based information. These user records typically contain the names and e-mail addresses of users throughout the enterprise and can be extended to contain additional information such as a user's e-mail format, preferred word processing application and job title. This information allows enterprises to connect disparate e-mail and groupware systems and manage and control the flow of information, both among these systems and to and from the Internet. Worldtalk's Network Application Router family of products is currently offered on the HP-UX platform under the name NetJunction. The company's products i) enable cross-communication among diverse e-mail and groupware systems on disparate and geographically dispersed LANs, ii) enable centralized management and control of both information utilized by these systems and the company's products and iii) allow IT managers to define information flow policies, in and out of the Internet.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes, including working capital and to fund future operating losses.

Last updated: 10/28/96

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