PSW Technologies, Inc.
(www.pswtech.com)
Ticker:PSWT 6300 Bridgepoint Parkway, Building 3, Suite 200
Exchange:NASDAQ-National Market Austin, TX 78730
Industry:High-Tech (SIC Code 7373) (512) 343-6666

Offering Information
Type of Shares:Common Shares Filing Date:2/11/97
U.S. Shares:2,850,000 Offer Date:6/5/97
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:2,850,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $37,050,000 Selling:$0.36
Expenses:$900,000 Reallowance:$0.10
Shares Out After:8,396,463

Primary Underwriting Group
ManagerTierPhone
Alex. Brown & Sons IncorporatedLead Manager (410) 895-2700
J.P. Morgan Securities Inc.Co-manager (212) 648-0517

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Brobeck, Phleger & Harrison
Bank's Law Firm: Piper & Marbury
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:$31.27Assets:$11.94
Net Income:$0.72Curr Assets:
EPS:$0.10Liabilities:$8.50
Prior EPS:$0.19Curr Liabilities:
Cash Flow/Oper:$2.14Equity:$3.44
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a software services firm that provides high value solutions to technology vendors and business end-users by mastering and applying critical emerging technologies. These critical technologies include distributed computing, object-oriented development, advanced operating systems and systems management technologies. The company conducts its business through its two business units: the Software Technology Unit and the Business Systems Unit. The company's Software Technology Unit provides joint project-based development, porting and testing services to selected technology vendor clients. The company services enable these companies to improve the quality and speed to market of their products which, the company believes, often result in an earlier flow of revenue and increased revenues over the long term for such technology vendor clients. The company's services also enable these clients to focus on their core competencies, limit their permanent headcount and relieve temporary workload spikes. The company targets companies that are developing technologies which it believes will be important to, and likely to be widely deployed by, its current and potential business end-user clients.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness, to pay certain corporate income tax obligations of the company and to pay dividends to existing stockholders of the company, and for working capital and for general corporate purposes.

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