Qualix Group, Inc.
(www.qualix.com)
Ticker:QLIX 1900 South Norfolk, # 224
Exchange:NASDAQ-National Market San Mateo, CA 94403
Industry:High-Tech (SIC Code 7372) (415) 572-0200

Offering Information
Type of Shares:Common Shares Filing Date:12/10/96
U.S. Shares:3,000,000 Offer Date:2/12/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,000,000 Offer Price:$8.00
Secondary Shares:1,000,000 Gross Spread:$0.56
Offering Amount: $30,000,000 Selling:$0.31
Expenses:$900,000 Reallowance:$0.10
Shares Out After:10,070,644

Primary Underwriting Group
ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 439-3626
Smith Barney Inc.Co-manager (212) 723-7300

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Gunderson Dettmer Stough Villeneuve Franklin
Bank's Law Firm: Brobeck, Phleger & Harrison

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 9/30/96 9/30/95 9/30/96
Revenue:$16.54$6.95$3.00Assets:$8.15
Net Income:$0.54$0.46$0.02Curr Assets:
EPS:$0.07-$0.02Liabilities:$5.15
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$3.00
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of reliability software for UNIX and Windows NT applications and servers in distributed computing environments. The company's reliability solutions are designed to minimize the impact of system failures on critical apps. The company offers software products for high availability, security and storage management. While a substantial majority of the company's historical revenue has come from products licensed from third parties, the company has recently increased its focus on internally developed or acquired products. As of September 30, 1996, the company had sold its reliability software to over 800 customers, including over 4,00 server licenses of its high availability software for Windows NT. The company's reliability solutions include high availability products that ensure important applications are continuously available, security products to protect against unauthorized access and storage management products for backing up and quickly restoring data.

Competition
The market for reliability software for distributed computing environments is intensely competitive, fragmented and characterized by rapid technological developments, evolving standards and rapid changes in customer requirements. To maintain and improve its position in this market, the company must continue to enhance current products and develop new products in a timely fashion.

Business Plan
The company's objective is to be the leading provider of reliability solutions for medium to large organizations with distributed computing systems. To achieve this objective, the company's strategy includes the following key elements: 1) focus on reliability solutions; 2) maintain and enhance direct customer relationships; 3) focus on internally developed products; 4) expand worldwide distribution capability; 5) maintain and enhance strategic relationships.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital and potential acquisitions.

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