Notify Corporation
Ticker:NTFY 1054 S. De Anza Boulevard, Suite 105
Exchange:NASDAQ-Small Cap Market San Jose, CA 95129
Industry:Manufacturing (SIC Code 3661) (408) 777-7920

Offering Information
Type of Shares:Common Shares Filing Date:3/14/97
U.S. Shares:1,600,000 Offer Date:8/28/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,600,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $8,000,000 Selling:$0.28
Expenses: - Reallowance:$0.10
Shares Out After:3,560,000

Primary Underwriting Group
ManagerTierPhone
D.H. Blair & Co Inc.Lead Manager (212) 495-4306

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Bachner, Tally, Polevoy & Misher
Auditor: Ernst & Young
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 12/31/96 12/31/95 12/31/96
Revenue:$0.31$0.40$4.90Assets:$1.34
Net Income:-$1.66-$0.42$0.34Curr Assets:
EPS:-$1.89-$0.47Liabilities:$1.95
Prior EPS:-$0.33-$0.33Curr Liabilities:
Cash Flow/Oper:-$2.03Equity:-$0.60
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the development, manufacture, marketing and sale of computer telephony products for the business, Small Office Home Office and residential marketplaces. In recent years, the number of individuals and businesses relying on their telephone company service provider to provide them with services such as voice mail and CENTREX, a business-oriented service which eliminates the need for on-premise telephone switching equipment, has increased dramatically. The company's products are designed to enhance the convenience and utility of these services by providing customers with features which are either not available or not included in standard service packages. The company's MessageAlert product increases the timeliness and ease of message retrieval for voice mail subscribers by providing a visual indication that a message has been received. The company's Centrex Auto Attendant product gives business and SOHO customers a cost-effective means of ensuring that incoming calls are properly routed even when a human attendant is not available.

Use of Proceeds
The proceeds from the proposed offering will be used for product development, sales and marketing efforts, repayment of the Bridge Notes and other indebtedness, additional inventory, investment in fixed assets and working capital and general corporate purposes.

Warrant Information
# of Units:1,600,000
Unit Ticker:NYFYU Unit Price:$5.00
Warrant Ticker:NTFYW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Common Share + 1 Class A Warrant
Warrant Entitlement: 1 Common Share


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