Omega Orthodontics, Inc.
Ticker:ORTH 3621 Silver Spur Lane
Exchange:NASDAQ-Small Cap Market Acton, CA 93510
Industry:Service (SIC Code 8741) (805) 269-2841

Offering Information
Type of Shares:Common Shares Filing Date:5/15/97
U.S. Shares:1,800,000 Offer Date:9/30/97
Non-U.S. Shares:0 Filing Price:$6.00
Primary Shares:1,800,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $10,800,000 Selling:$0.36
Expenses: - Reallowance:$0.15
Shares Out After:3,800,655

Primary Underwriting Group
ManagerTierPhone
National Securities Corp.Lead Manager (800) 800-9217

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Robinson & Cole
Bank's Law Firm: Orrick, Herrington & Sutcliffe

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:$4.62Assets:$0.49
Net Income:$0.02Curr Assets:
EPS:$0.01Liabilities:$0.71
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:-$0.22
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company provides management and marketing services to orthodontic practices. Omega has provided these services on a fee for services basis to 10 orthodontic practices, including four of the Initial Orthodontic Affiliates. Following the Offering, the company intends to offer its services primarily under an affiliate relationship whereby it purchases the equity interests in the management services organization that holds certain assets of and is associated with an orthodontic practice and enters into a long term management services agreement with the practice of the selling orthodontist. The company has signed affiliation agreements with the seven Initial Orthodontic Affiliates and letters of intent with four additional practices. Upon consummation of the Acquisitions, the company will enter into Management Services Agreements, the company will provide facilities, support staff and supplies to the Initial Orthodontic Affiliates and will institute a program of systems, methods and procedures the company refers to as the Omega Exceptional Practice Model.

Use of Proceeds
The proceeds from the proposed offering will be used to repay the promissory notes issued in connection with Omega's bridge financing; to finance in part the Acquisitions; to finance in part future acquisitions with additional Orthodontic Affiliates; to develop or acquire certain software for use by Orthodontic Affiliates; and for working capital and other general corporate purposes.

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