ATL Products, Inc.
Ticker:ATLPA 1515 South Manchester Avenue
Exchange:NASDAQ-National Market Anaheim, CA 92802-2907
Industry:Manufacturing (SIC Code 3572) (714) 780-7200

Offering Information
Type of Shares:Class A Common Shares Filing Date:12/23/96
U.S. Shares:1,650,000 Offer Date:3/7/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:1,650,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $18,150,000 Selling:$0.39
Expenses:$575,000 Reallowance:$0.10
Shares Out After:9,655,000
Spin out parent firm: Odetics, Inc.

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100
Cruttenden & Company, Inc.Co-manager (800) 678-9147

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Brobeck, Phleger & Harrison
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Auditor: Ernst & Young
Registrar/Transfer Agent: First National Bank of Boston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/96 9/30/96 9/30/95 9/30/96
Revenue:$23.94$23.65$6.91Assets:$24.52
Net Income:-$1.27$1.53-$1.76Curr Assets:
EPS:-$0.15$0.18-$0.21Liabilities:$33.10
Prior EPS:-$0.86Curr Liabilities:
Cash Flow/Oper:Equity:-$8.58
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, manufactures, markets and services automated magnetic tape libraries used to mange, store, and transfer data in networked computing environments. The company is a leading provider of Digital Linear Tape automated tape libraries for the high end of the networked computing market, shipping over 2,000 systems during the past three years. The company's products provide a high performance, reliable, cost-effective and scaleable storage solution for organizations requiring the backup, archival and recovery of critical computer data. The company's products on corporate DLT tape drives as well as the company's proprietary IntelliGrip cartridge handling system, providing end users with rapid and reliable access to computer data across a wide variety of networks. The company believes that the growing market acceptance of DLT technology has been driven by a number of factors including performance, costs, reliability and durability advantages over competing storage technologies.

Competition
The company competes directly, both domestically and internationally, with a number of companies offering data storage products using various technologies, including Sun Microsystems, Silicon Graphics, Compaq, Hewlett-Packard and other. Management believes eight tape library manufacturers currently provide DLT based products, including the company's principal competitors, ADIC , Breece Hill Technologies, Hewlett-Packard and StorageTek.

Business Plan
The company's objective is to be the leading provider of automation solutions for the management of data storage in distributed computing environments. Key elements of the company's' strategy include the following; 1) maintain technological leadership; 2) incorporate new software based functionality; 3) broaden market coverage; 4) enhance indirect distribution channels; 5) strengthen and expand OEM relationships; 6) provide extensive customer support.

Use of Proceeds
The proceeds from the proposed offering will be used for the repayment of certain indebtedness to Odetics and for general corporate purposes, including working capital.

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