OpenVision Technologies, Inc.
(www.ov.com)
Ticker: OPVN 7133 Koll Center Parkway
Exchange: NASDAQ-National Market Pleasanton, California 94566
Industry: High-Tech (510) 426-6400

Type of Shares:Common Shares Filing Date:2/28/96
U.S. Shares:2,735,000 Offer Date:5/7/96
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,500,000 Offer Price:$14.00
Secondary Shares:235,000 Gross Spread:$0.98
Offering Amount: $24,615,000 Selling:$0.56
Expenses:$1,000,000 Reallowance:$0.10
Shares Out After:18,006,887
Spin out parent firm: Warburg, Pincus Investors, L.P.

ManagerTierPhone
Alex. Brown & Sons IncorporatedLead Manager (410) 727-1700
Lehman Brothers IncorporatedCo-manager (212) 640-6129
SoundView Financial Group, Inc.Co-manager (203) 462-7200

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/95 3/31/96 3/31/95 3/31/96
Revenue:$18.52$20.33$12.31Assets:$13.95
Net Income:-$18.11-$1.55-$15.46Liabilities:$20.17
EPS:-$1.15-$0.10Equity:-$6.22

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

Business Description
OpenVision Technologies, Inc. develops, markets and supports systems management software for client/server computing environments. OpenVision's AXXiON products address these three essential areas of system management - storage, operations and security. The Company's highly scalable products can be used independently and certain products can be combined to provide interoperable client/server systems management solutions. AXXiON products offer centralized administration with a high degree of automation, enabling customers to manage complex, distributed environments cost-effectively by increasing system administrator productivity and system availability. The Company's largest customer installation to date consists of more than 2,400 nodes in a heterogeneous hardware and software environment. The Company also provides a comprehensive range of services to assist customers in planning and implementing systems management solutions. OpenVision has licensed its AXXiON applications to more than 800 customers.

Use of Proceeds
The company presently intends to apply approximately $2.5 million of the net proceeds to the repayment of outstanding indebtedness plus accrued interest thereon under the company's bank line of credit. The company expects to use the balance of the net proceeds for its working capital requirements and other general corporate purposes.

Last updated: 10/28/96

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