Fieldworks, Inc.
Ticker:FWRX 9961 Valley View Road
Exchange:NASDAQ-National Market Eden Praire, MN 55344
Industry:Manufacturing (SIC Code 3571) (612) 947-0856

Offering Information
Type of Shares:Common Shares Filing Date:12/20/96
U.S. Shares:2,125,000 Offer Date:3/20/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,125,000 Offer Price:$6.50
Secondary Shares:0 Gross Spread:$0.46
Offering Amount: $19,125,000 Selling:$0.27
Expenses:$646,250 Reallowance:$0.05
Shares Out After:8,582,659

Primary Underwriting Group
ManagerTierPhone
R.J. Steichen & Co.Lead Manager (612) 341-6276

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Dorsey & Whitney
Bank's Law Firm: Fredrikson & Byron
Auditor: Arthur Andersen
Registrar/Transfer Agent: Norwest Bank of Minnesota

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
1/5/97 1/5/97
Revenue:$13.11Assets:$9.91
Net Income:-$3.30Curr Assets:
EPS:-$0.50Liabilities:$8.09
Prior EPS:-$0.10Curr Liabilities:
Cash Flow/Oper:-$5.38Equity:$1.81
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, manufactures, markets and supports portable rugged computing platforms and computer systems solutions for use in demanding field environments. In addition to providing the full range of computer features, performance and functionality typically found in high-end desktop computers, the company's portable computing platforms have been designed to meet rigorous military standards for ruggedness and to function despite exposure to extreme temperature, mechanical shock, vibration and moisture. The company's computing platforms are expandable through multiple expansion slots to provide a flexible electronic "toolbox" that can integrate all of a user's application-specific, multi-media and communications needs into one portable, rugged device. The company's products have been designed with a modular system configuration that allows a user to easily upgrade the central processing unit or any of the other technological components without purchasing a new computer.

Competition
The company believes that it currently occupies a niche in the market with its rugged computing platforms. The company currently faces direct competition from companies producing portable computers intended for field use such as Amrel Technology, Inc., Badger Computers ( a unit of Group Financial Partners, Inc.), Dolch Computer Systems, Getac Corporation, Husky Computers Inc., Itronix Corporation, Kontron ElektronikCorporation and Panasonic Personal Computer Company.

Business Plan
The company's objective is to be the leading designer, manufacturer and marketer of rugged computing platforms and computer system solutions. The company's strategy consists of the following key components:, 1) penetrate key vertical markets; 2) expand strategic OEM relationships; 3) establish relationships with large-volume, repeat customers; 4) develop new products and enhance existing products; 5) establish product recognition.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of outstanding indebtedness, capital expenditures and leasehold improvements, expansion of the company's domestic and international sales and marketing efforts, hiring additional engineering staff, and working capital and other general corporate purposes, including expansion of the company's manufacturing and administrative infrastructure.

Additional Underwriter Compensation
Additional compensation of $276,250.
Warrant to purchase 212,500 shares/units at a nominal price.
Exercise price of $7.80 for 4 year(s), 1 year(s) from 3/20/97.

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