| Optisystems Solutions Ltd. | |||
| (www.optisystems.com) | |||
| Ticker: | OPTLF | 3B Netanyahu Street | |
| Exchange: | NASDAQ-National Market | Or Yehuda, ISRAL 60376 | |
| Industry: | High-Tech (SIC Code 7372) | ||
| Type of Shares: | Ordinary Shares | Filing Date: | 4/25/97 | |
| U.S. Shares: | 2,000,000 | Offer Date: | 6/12/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $7.50 - $8.50 | |
| Primary Shares: | 2,000,000 | Offer Price: | $7.50 | |
| Secondary Shares: | 0 | Gross Spread: | $0.64 | |
| Offering Amount: | $16,000,000 | Selling: | $0.38 | |
| Expenses: | $787,000 | Reallowance: | $0.15 | |
| Shares Out After: | 6,000,000 |
| Manager | Tier | Phone |
| National Securities Corp. | Lead Manager | (800) 800-9217 |
| Issuer's Law Firm: | Kaye, Scholer, Fierman, Hays & Handler |
| Bank's Law Firm: | Orrick, Herrington & Sutcliffe |
| Auditor: | Deloitte & Touche |
| Registrar/Transfer Agent: | American Stock Transfer & Trust Co |
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: | $0.78 | Assets: | $1.59 | ||
| Net Income: | -$0.43 | Curr Assets: | $1.30 | ||
| EPS: | -$0.11 | Liabilities: | $0.54 | ||
| Prior EPS: | $0.16 | Curr Liabilities: | $0.52 | ||
| Cash Flow/Oper: | -$0.54 | Equity: | $1.04 | ||
| Cash Flow/Fin: | -$0.02 | Cash: | $0.50 | ||
| Cash Flow/Inv: | $0.43 | Working Cap: | $0.77 | ||
| Business Description |
| The company designs, develops, markets and supports a family of systems management products designed to manage and enhance the performance of application and system software. Building upon its experience in the design, development and support of technologically innovative system enhancement products, the company has developed Energizer, a unique system management technology which dynamically manages and enhances software performance and availability in real-time. In 1994, the company introduced its first two products implementing the Energizer technology, Energizer for CICS/MVS and Energizer for CICS/VSE, for IBM Corporation's CICS transaction processing system. The company recently introduced its third Energizer product, Energizer for R/2. This product was developed with the cooperation of Dow Chemical Company, and is designed for SAP AG's R/2 application system, a leading mainframe application system with over 2,000 users worldwide. In addition, the company has completed the functional specifications for its next Energizer product for SAP's R/3 client/server application system. |
| Competition |
| The predominant method of system management is the use of system management software to detect and report system problems and human intervention to solve the problems. The market for system management software is rapidly evolving and highly competitive. Developers of system management software include large corporations such as CA, Platinum, BMC, Boole and Babbage, Candle and Tivoli. The company believes that currently available system management products primarily monitor and report problems and have limited capability to prevent or resolve system and application problems in real-time. The company believes that its Energizer products are distinguishable from those introduced by its competitors to date, on the basis of their proactive, real-time approach to managing and enhancing the performance of application and system software in a manner which is responsive to the business needs of organization. However, there can be no assurance that the company will be successful in convincing enterprises that effective software management requires software that is capable of dynamically managing and enhancing software performance in real-time in a manner which is responsive to the business needs of an organizations. Accordingly, there can be no assurance that the company will be able to penetrate a significant portion of the IBM CICS and SAP R/2 user markets or other markets for which the company is developing or intends to develop products. |
| Business Plan |
| The company's objective is to become the leading provider of proactive, real-time performance management products for application and system software. To achieve this objective, the company is pursuing a strategy that includes the following elements: (I) Leverage Core Energizer Technology to Develop Additional Products, (ii) Develop Additional Functions to Address Business Needs of Enterprises, (iii) Focus on Solutions for Leading Application and System Software, (iv) Expand Marketing and Form Strategic Relationships and (v) Acquisition of Complementary Technology and Businesses. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for research and development of new products and the enhancement of current products; worldwide marketing activities and working capital and general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Noah Perlman | 45.00% | 30.00% |
| Gerry Frankel | 45.00% | 30.00% |
| Foraz Research & Development Fund Ltd. | 10.00% | 6.67% |
| Officer Name | Title | Age |
| Gerry Frankel | Chairman of the Board and Chief Executive Officer | 59 |
| Lawrence Bergman | Chief Financial Officer | 44 |
| Joseph Garabed | President of OptiSystems, Inc. | 44 |
| Noah Perlman | Vice Chairman of the Board, Chief Technology Officer | 46 |
| Additional Underwriter Compensation |
| Additional compensation of $380,000. |
| Warrant to purchase 200,000 shares/units at a nominal price. |
| Exercise price of $12.38 for 4 year(s), 2 year(s) from 6/12/97. |