Apex PC Solutions, Inc.
Ticker:APEX 20031 142nd Avenue, N.E.
Exchange:NASDAQ-National Market Woodinville, WA 98072
Industry:Manufacturing (SIC Code 3577) (206) 402-9393

Offering Information
Type of Shares:Common Shares Filing Date:12/12/96
U.S. Shares:3,500,000 Offer Date:2/19/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:3,500,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $35,000,000 Selling:$0.35
Expenses:$850,000 Reallowance:$0.10
Shares Out After:12,160,016

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100
Dain Bosworth IncorporatedCo-manager (612) 371-2818

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Davis, Wright, Tremaine
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$19.67$23.27$11.79Assets:$10.16
Net Income:$2.34$2.78$2.06Curr Assets:
EPS:$0.20$0.30$0.18Liabilities:$28.78
Prior EPS:$0.59$1.69Curr Liabilities:
Cash Flow/Oper:$2.24Equity:-$18.62
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, manufactures and markets stand-alone switching systems and integrated server cabinet solutions for the client/server computing market. The company's switching systems enable client/server network administrators to manage multiple servers from a single keyboard, video monitor and mouse configuration. Designed to address space, cost, administration and maintenance issues that organizations increasingly face when adopting client/server architecture, the company's sophisticated switching and integrated cabinet systems enable network administrators to manage more efficiently their organizations' complex and growing server populations. The desire of many organizations to decentralize computing power while sharing technology resources and providing broad access to enterprise data has resulted in the widespread adoption of the distributed network computing environments using a client/server architecture of interconnected PCs.

Competition
The market for the company's products is highly fragmented and competitive, and the company expects competition to increase in the future. In the market for integrated switching systems, the company competes with independent third parties such as Cybex Computer Products Corporation, Raritan Computer Inc., Rose Electronics, Elsner ComputerTechnik GmbH and StarTech Computer Accessories Ltd., many of which have greater financial marketing and technical resources than the company.

Business Plan
The company markets and sells its products through an internal sales force and various distribution channels, including OEM and reseller arrangements. To date, the company has marketed its products primarily through advertisements in trade publications, participation in major industry trade shows and the company's home page on the World Wide Web. The company maintains a sales and marketing staff of nine employees. The company's sales personnel process written and telephonic orders, support existing customers and respond to telephone inquires.

Use of Proceeds
The proceeds from the proposed offering will be used to pay indebtedness, redeem preferred stock and for general corporate purposes.

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