NetSpeak Corporation
(www.netspeak.com)
Ticker:NSPK 902 Clint Moore Road, Suite 104
Exchange:NASDAQ-Small Cap Market Boca Raton, FL 33487
Industry:High-Tech (SIC Code 7373) (561) 997-4001

Offering Information
Type of Shares:Common Shares Filing Date:2/20/97
U.S. Shares:2,400,000 Offer Date:5/29/97
Non-U.S. Shares:0 Filing Range:$7.50 - $9.50
Primary Shares:2,400,000 Offer Price:$8.75
Secondary Shares:0 Gross Spread:$0.61
Offering Amount: $20,400,000 Selling:$0.36
Expenses:$750,000 Reallowance:$0.10
Shares Out After:9,698,532

Primary Underwriting Group
ManagerTierPhone
Josephthal Lyon & Ross, Inc.Lead Manager (212) 907-4545

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Broad and Cassel
Bank's Law Firm: Orrick, Herrington & Sutcliffe
Auditor: Deloitte & Touche
Registrar/Transfer Agent: American Stock Transfer & Trust Co

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:$0.87Assets:$8.28
Net Income:-$2.87Curr Assets:
EPS:-$0.35Liabilities:$2.60
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$1.03Equity:$5.68
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company develops markets, licenses, and supports a suite of intelligent software modules which enable real-time, concurrent interactive voice, video and data transmission over packetized data networks such as Internet and local & wide area networks. The company believes that its technology is strategically positioned to capitalize on the rudimentary shift in corporate telecommunications philosophy as businesses seek to expand the functionality of their communication systems as well as optimize their use of packetized data networks, thereby eventually eliminating the redundancy inherent in maintaining a traditional voice network simultaneously with a packetized data network. Netspeak is currently marketing a user-friendly core communications technology which enables, in a cost-effective manner, corporations and other users to enhance the role of their packetized data networks to support concurrent voice, video and data transmission. Netspeak believes that as potential users become increasingly educated as to the benefits of integrating the two networks, significant revenue opportunities for the company will be generated.

Use of Proceeds
The proceeds from the proposed offering will be used for expansion of sales and marketing efforts, additional research and development expenditures, capital expenditures and working capital and other general corporate purposes.

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