Omtool, Ltd.
(www.omtool.com)
Ticker:OMTL 8 Industrial Way
Exchange:NASDAQ-National Market Salem, NH 03079
Industry:High-Tech (SIC Code 7372) (603) 898-8900

Offering Information
Type of Shares:Common Shares Filing Date:6/17/97
U.S. Shares:4,000,000 Offer Date:8/8/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:4,000,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $36,000,000 Selling:$0.36
Expenses:$800,000 Reallowance:$0.10
Shares Out After:11,407,572

Primary Underwriting Group
ManagerTierPhone
Robertson, Stephens & CompanyLead Manager (415) 989-8500
First Albany CorporationCo-manager (518) 447-8641
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Testa, Hurwitz & Thibeault
Bank's Law Firm: Hale and Dorr
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
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:$8.40$3.70$1.49Assets:$6.91
Net Income:$0.44$0.27$0.05Curr Assets:
EPS:$0.04$0.03Liabilities:$2.92
Prior EPS:$0.17-$0.55Curr Liabilities:
Cash Flow/Oper:-$0.57Equity:$3.99
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, develops, markets and supports open, client/server facsimile software, delivering solutions which automate and integrate fax communication throughout the enterprise. The company's Fax Sr. product family, licensed typically on a shrink-wrap basis, provides users with an extensive, flexible feature set for transmitting and receiving faxes and improves an organization's management of its fax communications processes by providing a suite of utility and control functions. Fax Sr. can be deployed on heterogeneous, multi-platform networks and can be integrated with both desktop and enterprise software applications as well as e-mail and groupware systems. To address the needs of large enterprises, Fax Sr. is modular and scaleable as servers, clients and fax lines can be implemented and added over time. Fax Sr. is available on the Windows NT, Hewlett Packard UNIX and Digital Equipment Corporation UNIX and VMS server operating systems, and Windows 95, Windows NT, Windows 3.x, HTML. OS/2, Macintosh, Motif and MS-DOS clients.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and other general corporate purposes.

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