NACT Telecommunications, Inc.
Ticker:NACT 382 East 720 South
Exchange:NASDAQ-National Market Orem, UT 84058
Industry:Transportation (SIC Code 4813) (801) 225-6248

Offering Information
Type of Shares:Common Shares Filing Date:12/12/96
U.S. Shares:3,000,000 Offer Date:2/26/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,000,000 Offer Price:$10.00
Secondary Shares:1,000,000 Gross Spread:$0.70
Offering Amount: $33,000,000 Selling:$0.40
Expenses:$650,000 Reallowance:$0.10
Shares Out After:8,113,712
Spin out parent firm: GST Telecommunications, Inc.

Primary Underwriting Group
ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 439-3626
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Olshan Grundman Frome & Rosenzweig
Bank's Law Firm: Brobeck, Phleger & Harrison

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
9/30/96 9/30/96
Revenue:$16.29Assets:$14.69
Net Income:$0.19Curr Assets:
EPS:$0.03Liabilities:$4.47
Prior EPS:$0.01Curr Liabilities:
Cash Flow/Oper:Equity:$10.21
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company provides advanced telecommunications switching platforms with integrated applications software and network telemanagement capabilities. The company provides a integrated turnkey telecommunications switching solution. Because the company provides a complete, integrated solution, its customers do not require the multiple suppliers of hardware and value added resellers of software that would otherwise be necessary to provide a wide range of services and applications. The company's customers include long distance carriers, prepaid debit (calling) card and prepaid cellular network operators, international call back/reorigination providers and other specialty telecommunications service providers. The company's products and services include the STX application switching platform, the NTS telemanagement and billing system and facilities management services. In May 1996, the company introduced the STX, an integrated digital tandem switching system that currently supports up to 1,024 ports per switch and can be combined with three additional STXs to provide a total capacity of 4,096 ports per system.

Competition
The market for switching equipment and network management and billing systems is highly competitive, and the company expects competition to increase in the future. The market is subject to rapid technological change, regulatory developments in the telecommunications industry and emerging industry standards. The company believes that the primary competitive factors in the market for switching equipment and network telemanagement and billing systems are the development and rapid introduction of new product features, price/performance, reliability and quality of customer support.

Business Plan
The company's objective is to be a leading manufacturer and supplier of turnkey solutions to providers of enhanced telecommunications services on a worldwide basis. Key elements of the company's strategy are to: 1) provide a complete integrated switch solution; 2) focus on growth-oriented telecommunications providers; 3) build direct sales organizations; 4) target customers with large capacity requirements; 5) expand into international markets; 6) maintain a high level of customer satisfaction.

Use of Proceeds
The proceeds from the proposed offering will be used for product development, sales and marketing, other working capital and general corporate purposes and possible acquisitions of or investments in complementary businesses or products..

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