Accelr8 Technology Corporation
Ticker:ACLYD 303 East Seventeenth Avenue, Suite 108
Exchange:NASDAQ-National Market Denver, Colorado 80203
Industry:High-Tech (303) 863-8088

Type of Shares:Common Shares Filing Date:9/20/96
U.S. Shares:1,000,000 Offer Date:11/19/96
Non-U.S. Shares:0 Filing Range:$5.50 - $6.50
Primary Shares:1,000,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $6,000,000 Selling:
Expenses:$266,152 Reallowance:
Shares Out After:4,661,667

ManagerTierPhone
Janco Partners, Inc.Lead Manager (818) 846-1800

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
7/31/96 7/31/96
Revenue:$2.10Assets:$2.32
Net Income:$1.19Liabilities:$0.38
EPS:$0.27Equity:$1.94

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 tools and consulting services for the conversion of Digital Equipment Corporation's VAX/VMS Legacy Systems to UNIX open Client/Server environments. VAX/VMS Legacy Systems use a proprietary computer operating system which is not compatible with other manufacturers' hardware and software applications. In contrast, UNIX is a powerful, open architecture system which is compatible with a wide range of hardware platforms and software applications, including commercial off-the-shelf software. The company believes that UNIX has become the most widely used Client/Server operating system, and that the trend to Client/Server Open Systems such as the system offered by UNIX and Microsoft Corporation's Windows NT operating system will continue for the forseeable future. In order to attain the advantages of UNIX while preserving their investment in existing software applications, many VAX/VMS users will undertake complex conversions to the UNIX operating system.

Use of Proceeds
The proceeds from the proposed offering will be used for creation of additional technical teams to work on Lagacy Code conversion projects; completion of a Year 2000 Problem audit and analysis tool for the VAX/VMS customer base and the related expansion of technical and marketing staff; development of products to capitalize on the VAX/VMS to NT conversion opportunity and the related expansion of technical and marketing staff; acquisition of or investment in complementary businesses, technologies or product lines; and general corporate purposes including working capital and hiring of additional managerial and technical personnel

Last updated: 12/29/96

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