Storage Dimensions, Inc.
(www.storagedimensions.com)
Ticker:STDM 1656 McCarthy Boulevard
Exchange:NASDAQ-National Market Milpitas, CA 95035
Industry:High-Tech (SIC Code 3572) (408) 954-0710

Offering Information
Type of Shares:Common Shares Filing Date:1/21/97
U.S. Shares:2,700,000 Offer Date:3/11/97
Non-U.S. Shares:0 Filing Range:$8.50 - $10.50
Primary Shares:2,700,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.49
Offering Amount: $25,650,000 Selling:$0.29
Expenses:$950,000 Reallowance:$0.10
Shares Out After:7,836,623

Primary Underwriting Group
ManagerTierPhone
Smith Barney Inc.Lead Manager (212) 723-7300
Salomon Brothers Inc.Co-manager (212) 783-2947

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Gray Cary Ware & Freidenrich
Auditor: Price Waterhouse

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
12/31/96 12/31/96
Revenue:$72.31Assets:$22.90
Net Income:$2.12Curr Assets:
EPS:$0.32Liabilities:$18.27
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$0.33Equity:$4.63
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, manufactures, markets and supports high-performance data storage systems for open systems network applications. Storage Dimensions currently focuses on the Intel-based local area network market by developing and marketing a broad family of disk and tape storage systems that are designed to satisfy the high performance, fault-tolerance and high-availability requirements of its customers while at the same time reducing life-cycle cost of ownership. The company's products combine its proprietary software with industry standard hardware, such as disk drives, tape drives and RAID controllers, which allows the company to leverage the product development and manufacturing capabilities and efficiencies of industry OEM manufacturers and to offer its customers products that take advantage of what the company believes to be the best technology available.

Competition
The network storage system market is intensely competitive. The company competes primarily in the PC-LAN network servers, such as Compaq, Hewlett-Packard and IBM, who market storage systems as part of their complete computer systems. Storage Dimensions also competes against independent storage system suppliers to the PC-LAN server market, including DEC Storage Works, MTI Technology, Procom Technology, Inc. and StreamLogic Corporation. In addition, providers of storage for the mainframe or UNIX based market, and in particular Windows NT applications.

Business Plan
The company's objective is to leverage its position as the leading independent supplier of PC-LAN storage systems to capitalize on opportunities presented by the projected growth in thins market. The company believes it is in a unique position to capitalize on the significant growth projected for RAID network storage for PC-LAN servers, and in particular, networks using Windows NT for fileservers, database servers, the Internet and intranet communications servers and dedicated applications servers.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of outstanding debt and for working capital and other general corporate purposes.

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