Javelin Systems, Inc.
Ticker:JVLN 2882C Walnut Avenue
Exchange:NASDAQ-Small Cap Market Tustin, CA 92780
Industry:High-Tech (SIC Code 3571) (714) 734-1390
# of Employees:12

Offering Information
Type of Shares:Common Shares Filing Date:8/30/96
U.S. Shares:850,000 Offer Date:10/25/97
Non-U.S. Shares:0 Filing Range:$5.00 - $7.00
Primary Shares:850,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $5,100,000 Selling:$0.25
Expenses:$497,000 Reallowance:$0.10
Shares Out After:2,954,250

Primary Underwriting Group
ManagerTierPhone
Meridian Capital Group, Inc.Lead Manager (714) 261-0707
Sharpe Capital, Inc.Co-manager (212) 791-5590

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Allen, Matkins, Leck, Gamble & Mallory
Bank's Law Firm: Radcliff, Frandsen, Tricker & Dongell
Auditor: Ernst & Young
Registrar/Transfer Agent: U. S. Stock Transfer Corporation

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
6/30/96 6/30/96
Revenue:$1.46Assets:$0.95
Net Income:-$0.05Curr Assets:
EPS:-$0.03Liabilities:$0.76
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$0.20
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, develops, markets and sells open system touch screen point-of-sale computers primarily for the foodservice industry. The company's POS systems integrate substantially all of the functionality of a standard desktop PC into a small footprint, network ready package and run on industry standard operating systems, such as Microsoft's DOS, Windows, Windows 95 and Windows NT. The company's POS systems provide quick service restaurants, full service restaurants and hospitality and retail establishments with a hardware solution for transaction processing, in-store controls and management information. The company's systems are sealed to protect against spillage and other foreign matter entering the interior electronic chamber. The company's systems are currently being marketed by a number of original equipment manufacturers and value added resellers. The company believes it has achieved a strategic advantage by introducing higher performance POS systems that integrate many of the most recent technological innovations.

Use of Proceeds
The proceeds from the proposed offering will be used to fund increased inventory and accounts receivable, repay indebtedness, increase marketing expenditures, add marketing and sales personnel, increase capital expenditures, including purchasing test equipment and tolling, increase engineering and operations personnel and for working capital and other general corporate purposes.

Additional Underwriter Compensation
Additional compensation of $127,500.
Warrant to purchase 85,000 shares/units at $8.50 per share/unit.
Exercise price of $6.25 for 4 year(s), 1 year(s) from 10/25/97.

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