Digital Lightwave, Inc.
Ticker:DIGL 601 Cleveland Street, Fifth Floor
Exchange:NASDAQ-National Market Clearwater, FL 34615
Industry:Manufacturing (SIC Code 3663) (813) 442-6677

Offering Information
Type of Shares:Common Shares Filing Date:8/2/96
U.S. Shares:4,600,000 Offer Date:2/5/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:4,600,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $50,600,000 Selling:$0.50
Expenses:$700,000 Reallowance:$0.10
Shares Out After:36,803,949

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$0.00$1.31$0.00Assets:$3.42
Net Income:-$3.33-$1.88-$1.36Curr Assets:
EPS:-$0.06-$0.06-$0.02Liabilities:$5.76
Prior EPS:-$0.03Curr Liabilities:
Cash Flow/Oper:Equity:-$2.34
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company develops, manufactures and sells advanced computer systems networks and transmission equipment. The company believes that there is a growing need on the part of its customers, which include telecommunications service providers and network equipment manufacturers, to obtain such information to verify and manage the transmission of voice, data and video and more effectively plan for the implement network expansion. The company's initial product, the ASA 312, is a software-based network information computer that is designed to outperform conventional hardware-based test instruments. The telecommunications service providers to which the company has sold the ASA 312 include: (i) InterExchange Carriers, such as MCI; (ii) Regional Bell Operating Companies, such as Ameritech; (iii) Competitive Access Providers, such as Buckeye Cablevision; and (iv) government agencies, including three separate agencies of the Department of Defense.

Competition
The market in which the company's Network Information Computers and Remote Access Agent is offered is intensely competitive and subject to rapid change as a result of technological developments and other factors. The company believes that the principal competitive factors in its market are technical resources and expertise relating to a wide range of bandwidth and protocols, product features, reliability, price, timeliness of new product introductions, timely adoption of emerging industry standards, service, support, size, name recognition and installed base.

Business Plan
The key elements of the company's strategy for growth include: (i) Increase Domestic Sales, (ii) Penetrate International Markets and (iii) Maintain Technology Leadership.

Use of Proceeds
Proceeds from the proposed offering will be used for working capital, retirement of short-term obligations and other general corporate purposes, including new product development, expansion of domestic and international distribution capabilities and possible funding of the acquisition of complementary businesses, products or technologies.

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