Peerless Systems Corporation
(www.peerless.com)
Ticker: PRLS 2381 Rosecrans Avenue
Exchange: NASDAQ-National Market El Segundo, California 90245
Industry: Service (310) 536-0908

Type of Shares:Common Shares Filing Date:8/1/96
U.S. Shares:3,750,000 Offer Date:9/25/96
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:2,500,000 Offer Price:$11.00
Secondary Shares:1,250,000 Gross Spread:$0.77
Offering Amount: $45,000,000 Selling:$0.42
Expenses:$850,000 Reallowance:$0.10
Shares Out After:10,198,291

ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 576-3423
Prudential Securities IncorporatedCo-manager (212) 214-3000
Wessels, Arnold & HendersonCo-manager (612) 373-6121

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$10.41$7.09$4.73Assets:$3.96
Net Income:-$0.64$0.22-$0.60Liabilities:-$1.68
EPS:-$0.08$0.04Equity:$5.64

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

Business Description
The company is a leading provider of software-based embedded imaging systems to original equipment manufacturers of digital document products. Digital document products include printers, copiers, fax machines, scanners and emerging color products, as well as multifunction products ("MFPs") that perform a combination of these imaging functions. In order to process digital text and graphics, digital document products rely on a core set of imaging software and supporting electronics, collectively known as an embedded imaging system. The Peerless family of products and engineering services provides advanced embedded imaging technologies that enable the company's OEM customers to develop digital printers, copiers and MFPs quickly and cost effectively. The company markets its solutions directly to customers such as Adobe, Canon, Digital Equipment Corporation, IBM and Xerox.

Use of Proceeds
The proceeds from the offering will be used to repay debt and equipment lease lines, working capital and for general corporate purposes.

Last updated: 12/8/96

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