Accelgraphics, Inc.
(www.ag3d.com)
Ticker:ACCL 1942 Zanker Road
Exchange:NASDAQ-National Market San Jose, CA 95112
Industry:High-Tech (SIC Code 7372) (408) 441-1556

Offering Information
Type of Shares:Common Shares Filing Date:2/7/97
U.S. Shares:2,600,000 Offer Date:4/11/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,145,000 Offer Price:$9.00
Secondary Shares:455,000 Gross Spread:$0.63
Offering Amount: $28,600,000 Selling:$0.35
Expenses:$750,000 Reallowance:$0.10
Shares Out After:7,906,307

Primary Underwriting Group
ManagerTierPhone
Cowen & CompanyLead Manager (212) 495-6000
Robertson, Stephens & CompanyCo-manager (415) 989-8500
SoundView Financial Group, Inc.Co-manager (203) 462-7242

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Venture Law Group
Bank's Law Firm: Morrison & Foerster
Auditor: Price Waterhouse
Registrar/Transfer Agent: Harris Trust & Savings Bank

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:$18.67Assets:$8.44
Net Income:-$0.93Curr Assets:
EPS:-$0.15Liabilities:$4.68
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$1.33Equity:$3.76
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of high performance, cost-effective, 3-dimensional graphics subsystems, software accelerators and application utility software products for the professional Windows NT and Windows 95 markets. The company pioneered the development of professional 3D graphics and subsystems for use with Microsoft's Windows NT operating system. A 3D graphics subsystem integrates graphics acceleration chip(s), specialized hardware, firmware, software and memory. The company's 3D graphics subsystems, when included in an Intel Pentium, Pentium Pro or Digital Alpha-based computer, create a new class of computer system called a "Personal Workstation". Personal Workstations, which often sell for less than $10,000, provide capabilities and performance comparable to more expensive 3D graphics RISC/UNIX workstations. In January 1995, AccelGraphics shipped what the company believes was the first 3D graphics subsystem for NT and currently offers three distinct 3D graphics subsystem product lines.

Competition
The market for #D graphic accelerators is extremely competitive and subject to rapid change. The company expects competition to increase in the future from existing competitors and from new market entrants with products that may be less costly than the company's products or provide better performance or additional features not currently provided by the company. The company competes with the following three major groups: professional 3D graphics board companies, RISC/UNIX workstation companies and traditional volume PC board supplies.

Business Plan
The company's objective is to become the leading supplier of high-performance 3D graphics subsystems and 3D enabling software applications for professional users. The company's business strategy includes the following: 1) extend leadership position in professional 3D graphics on personal workstations; 2) provide system engineered solutions; 3) cultivate relationships with ISVs; 4) expand OEM and International sales; 5) develop and penetrate new markets; 6) focus on value added 3D software; 7) silicon independence.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including payment of certain indebtedness, working capital, capital expenditures, research and development and potential acquisitions of businesses and technologies.

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