Verilink Corporation
Ticker: VRLK 145 Baytech Drive
Exchange: NASDAQ-National Market San Jose, California 95134
Industry: Manufacturing (408) 945-1199

Type of Shares:Common Shares Filing Date:4/25/96
U.S. Shares:3,700,000 Offer Date:6/10/96
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:2,000,000 Offer Price:$16.00
Secondary Shares:1,700,000 Gross Spread:$1.12
Offering Amount: $48,100,000 Selling:$0.62
Expenses:$800,000 Reallowance:$0.10
Shares Out After:12,566,104

ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 576-3423
Oppenheimer & Company, Inc.Co-manager (212) 667-7402

Auditor: Price Waterhouse
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/95 3/31/96 3/31/95 3/31/96
Revenue:$31.45$28.68$22.75Assets:$15.47
Net Income:$0.45$1.76$0.21Liabilities:$6.05
EPS:$0.04$0.16-$0.02Equity:$9.42

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

Business Description
The company develops and manufactures integrated access products for telecommunications network service providers and corporate end users. The company's Access System 2000 product line provides flexible access solutions for a broad range of network service. The company designed the Access System 2000 with modular hardware and the company's software-based Advanced Programmable Architecture to enable its customers to access increased network capacity and to adopt new communications services in a cost-effective manner. The company's strategy is to continue to increase the functionality of the Access System 2000 product line as its customers access new network services and migrate to emerging telecommunications technologies. Corporate and consumer demand for data, voice and video transmission services is expanding worldwide, creating a need for both increased bandwidth and new communications services.

Use of Proceeds
The proceeds from the offering will be used for general corporate purposes, including working capital, purchase of capital equipment and possible acquisitions.

Last updated: 10/28/96

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