Peritus Software Services, Inc.
Ticker:PTUS 304 Concord Road
Exchange:NASDAQ-National Market Billerica, MA 01821
Industry:High-Tech (SIC Code 7371) (508) 670-0800

Offering Information
Type of Shares:Common Shares Filing Date:5/14/97
U.S. Shares:3,500,000 Offer Date:7/1/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:3,500,000 Offer Price:$16.00
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $38,500,000 Selling:$0.65
Expenses:$875,000 Reallowance:$0.10
Shares Out After:12,779,023

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100
H.C. Wainwright & Co. Inc.Co-manager (617) 589-9482
Wessels, Arnold & HendersonCo-manager (612) 373-6105

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hale and Dorr
Bank's Law Firm: Testa, Hurwitz & Thibeault
Auditor: Price Waterhouse
Registrar/Transfer Agent: Boston Equiserve Limited Partnership

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
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$10.19$2.52$2.24Assets:$15.71
Net Income:-$4.92$0.41-$2.71Curr Assets:
EPS:-$0.46$0.03Liabilities:$18.87
Prior EPS:-$1.85-$2.33Curr Liabilities:
Cash Flow/Oper:-$2.34Equity:-$3.16
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company provides software products and services that enable organizations to improve productivity, quality and effectiveness of their information technology systems maintenance or "software evolution" functions. The company's solutions, which employ software tools, methodologies and processes, are designed to automate the labor-intensive processes involved in conducting "mass change" and other software maintenance tasks. In 1996, the company released its first software product, its AutoEnhancer/2000 software, which is aimed at the most pressing mass change challenge, the "year 2000 problem". The company licenses this software directly to end users as well as through consultants, systems integrators and distributors. The company also provides software maintenance outsourcing services to large organizations that seek to enhance the productivity of their IT systems and application software maintenance functions.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of certain existing indebtedness, research and development, working capital and other general corporate purposes and possible acquisitions.

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