Paranet, Inc.
Proposed Ticker:PARI 1776 Yorktown Street, Suite 300
Exchange:NASDAQ-National Market Houston, TX 77056
Industry:High-Tech (SIC Code 7379) (713) 626-4800

Filing Information (This offering has been postponed)
Type of Shares:Common Shares Filing Date:2/10/97
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $86,250,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Alex. Brown & Sons IncorporatedCo-manager (410) 895-2700
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Baker & Botts
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Ernst & Young

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:$66.22Assets:$23.23
Net Income:$8.86Curr Assets:
EPS:Liabilities:$7.45
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$0.40Equity:$15.79
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
Paranet designs, integrates, manages and supports complex distributed computing environments, principally for major commercial organizations. The company believes that it is uniquely responsive to its customers' needs as a result of its exclusive focus on distributed computing environments, its commitment to vendor independence, its franchise-like organizational structure and its flexibility in services and contract terms. Paranet focuses on a broad range of information technology challenges inherent in distributed computing environments, such as system and network management, security management, technology management and business mapping. These technical areas are outlined in the company's NOMAN (R) framework. The company's service offerings in each of these technical areas include, among others, problem assessment, system design, implementation and/or projects include LAN/WAN design and upgrades, intranet implementation, disaster recovery planning, help desk support, day-to-day facilities management of large networks and many other support services.

Competition
The market for millennium conversions is highly competitive and will become increasingly competitive as the year 2000 approaches. The anticipated growth in the millennium conversion industry is expected to attract additional competitors, some of whom may offer additional products and services. Existing competitors for millennium conversions and related software tools include ISSC ( a division of IBM), Coopers & Lybrand, Cap Gemini America, Inc., Zitel Corp., Viasoft Inc., Computer Horizons, Inc., Data Dimentions Inc., Intersolve Inc., Micro Focus, Platinum Technology Inc., Alydaar Software Corp., Acceler8 Technology Corporation, TSR, Inc. and Peritus Software Services Inc.

Business Plan
The company's objectives are: 1) to maximize growth in the sales of its Millennium Solution while achieving high profit margins on these sales and 2) to leverage the assets obtained through providing its Millenium Solution to develop additional business opportunities in the conversion industry and related areas.

Use of Proceeds
The proceeds from the proposed offering will be used to finance a Network Operation Center, to pay certain taxes, to purchase equipment in connection with potential outsourcing engagements and for working capital requirements and other general corporate purposes.

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