Metrika Systems Corporation
Ticker:MKA 5788 Pacific Center Boulevard
Exchange:American Stock Exchange San Diego, CA 92121
Industry:Manufacturing (SIC Code 3823) (619) 450-9649

Offering Information
Type of Shares:Common Shares Filing Date:4/15/97
U.S. Shares:2,000,000 Offer Date:6/19/97
Non-U.S. Shares:0 Filing Range:$15.50 - $18.50
Primary Shares:2,000,000 Offer Price:$15.50
Secondary Shares:0 Gross Spread:$1.01
Offering Amount: $34,000,000 Selling:$0.59
Expenses:$700,000 Reallowance:$0.10
Shares Out After:14,935,667

Primary Underwriting Group
ManagerTierPhone
Salomon Brothers Inc.Lead Manager (212) 783-2947
Cazenove Inc.Co-manager (212) 376-1225
Lehman Brothers IncorporatedCo-manager (212) 526-8100
Smith Barney Inc.Co-manager (212) 723-7300

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: General Counsel
Bank's Law Firm: Testa, Hurwitz & Thibeault
Auditor: Arthur Andersen
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:$52.05Assets:$66.77
Net Income:$3.85Curr Assets:
EPS:$0.37Liabilities:$41.91
Prior EPS:$0.28Curr Liabilities:
Cash Flow/Oper:$7.81Equity:$24.86
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company develops, manufactures and markets on-line industrial process optimization systems that employ proprietary ultra-high speed advanced scientific measurement technologies. The company pioneered the development of process optimization systems that provide real-time, non-destructive analysis of the composition of raw materials in basic materials production processes, including coal, cement and minerals. The company also manufactures advanced systems which are used to measure and control parameters such as metal strip, rubber and plastic foils. The company is a technological leader in quality control systems used primarily for Hot Dip Galvanized lines and tomographic thickness profile gauges, Customers use these systems to improve product quality and consistency, lower material costs, reduce energy consumption and minimize waste. The company believes that the current total annual worldwide market for process optimization instruments and systems is in excess of $2 billion.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including possible acquisitions and research and development funding.

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