Spatial Technology, Inc.
Ticker: STY 2425 55th Street, Building A
Exchange: American Stock Exchange Boulder, Colorado 80301
Industry: High-Tech (303) 449-0649

Type of Shares:Common Shares Filing Date:8/16/96
U.S. Shares:3,000,000 Offer Date:10/17/96
Non-U.S. Shares:0 Filing Range:$7.00 - $9.00
Primary Shares:2,100,000 Offer Price:$5.00
Secondary Shares:900,000 Gross Spread:$0.40
Offering Amount: $24,000,000 Selling:$0.22
Expenses:$810,000 Reallowance:$0.10
Shares Out After:7,288,169

ManagerTierPhone
Dain Bosworth IncorporatedLead Manager (612) 371-2711

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$8.63$5.04$4.29Assets:$3.64
Net Income:$0.39$0.18$0.20Liabilities:$3.82
EPS:$0.07$0.03$0.04Equity:-$0.18

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 developer of three dimensional (3D) modeling software. The company licenses its 3D modeling software to application developers, enabling them to incorporate advanced 3D modeling functionality into their applications. 3D modeling refers to the ability to create and modify 3D shapes on a computer and manipulate those shapes by moving, sizing, rotating, stretching, intersecting and performing other operations on them. Compared to alternative 3D modeling methods, the company believes that its advanced solid modeling technology provides software developers with more accurate, lifelike and intuitive modeling capabilities. The company's 3D solid modeling software uses mathematical definitions of edges, surfaces and volumes and, in addition, may integrate other physical attributes such as density, hardness, dimensions and light reflectance to model an object. The company's 3D modeling software is designed as an open, component-based software technology that is compatible with a variety of platforms, including Windows NT, Windows 95, Sun Solaris, HP-UX, SGI IRIX, DEC Ultrix, Apple Power Mac and IBM AIX.

Use of Proceeds
The proceeds from the proposed offering will be used to finance its growth strategy, which includes introducing new products; further research and development; and increased marketing for the company's goods; funds may also be used for acquisitions.

Last updated: 12/8/96

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