Vista Medical Technologies, Inc.
Ticker:VMTI 5451 Avenida Encinas, Suite A
Exchange:NASDAQ-National Market Carlsbad, CA 92008
Industry:Manufacturing (SIC Code 3845) (619) 603-9120

Offering Information
Type of Shares:Common Shares Filing Date:3/7/97
U.S. Shares:4,000,000 Offer Date:7/2/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:4,000,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $36,000,000 Selling:$0.35
Expenses: - Reallowance:$0.10
Shares Out After:12,718,903

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Salomon Brothers Inc.Co-manager (212) 783-2947

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Brobeck, Phleger & Harrison
Bank's Law Firm: McDermott, Will & Emery
Auditor: Ernst & Young
Registrar/Transfer Agent: Boston Equiserve Limited Partnership

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:$2.24Assets:$14.32
Net Income:-$7.44Curr Assets:
EPS:-$0.86Liabilities:$1.36
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$6.94Equity:$12.96
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company develops, manufactures and intends to market proprietary visualization and information systems that enable minimally invasive surgical solutions in cardiothoracic, head, neck and spine and other selected microsurgical procedures. The company currently markets three-chip cameras for endoscopy and related surgical instruments and accessories. Vista Medical's visualization and information systems bring together head-mounted display technology originally developed for applications in military aerospace by Kaiser Aerospace and Electronics Corporation and three-dimensional imaging capability from its acquisition of Oktas, Inc. The development and subsequent widespread adoption of minimally invasive surgical approaches have revolutionized many surgical fields, including general surgery, orthopedics, gynecology and urology. Minimally invasive surgical procedures are performed through strategically placed ports or mini-incisions in a patient's body, thereby avoiding the larger incisions used in traditional open surgery.

Use of Proceeds
The proceeds from the proposed offering will be used to fund product introductions, sales and marketing activities, research and development, acquisition of capital equipment for manufacturing scale-up and for working capital and other general corporate purposes.

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