Newcom, Inc.
Ticker:NWCM 31166 Via Colinas
Exchange:NASDAQ-National Market Westlake Village, CA 91362
Industry:Manufacturing (SIC Code 3699) (818) 597-3200

Offering Information
Type of Shares:Common Shares Filing Date:7/16/97
U.S. Shares:2,000,000 Offer Date:9/16/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,000,000 Offer Price:$9.50
Secondary Shares:0 Gross Spread:$0.67
Offering Amount: $18,000,000 Selling:$0.37
Expenses:$900,000 Reallowance:
Shares Out After:9,700,000

Primary Underwriting Group
ManagerTierPhone
Joseph Charles & Associates, Inc.Lead Manager (310) 274-4402

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Pillsbury Madison & Sutro
Bank's Law Firm: Freshman, Marantz, Orlanski, Cooper & Klein
Auditor: Pannell Kerr Foster PC
Registrar/Transfer Agent: Interwest Transfer Company

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
2/28/97 5/31/97 5/31/96 5/31/97
Revenue:$73.12$16.08$7.47Assets:$55.27
Net Income:$3.34$1.07$0.61Curr Assets:
EPS:$0.44$0.14$0.08Liabilities:$46.43
Prior EPS:-$0.69-$3.41-$9.72Curr Liabilities:
Cash Flow/Oper:-$19.35Equity:$8.84
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, manufactures and markets high performance computer communication and multimedia products for the personal computer market. The company's communication products include a line of high speed external and internal data/fax and voice modems, which link PCs through the worldwide web and through direct connections over telephone lines and the company's WebPal, and Internet appliance enabling users to access the worldwide web and perform Internet-specific tasks through their existing television screens. The company's multimedia product line inlcudes a broad range of add-in subsystems, upgrade kits and Intern access kits that incorporate CD-ROM drives, speakers, sound cards, modems, microphones and other telephony and sound solutions. The company's multimedia products are targeted both to users desiring to upgrade their current multimedia systems with faster CD-ROM drives, higher quality sound and increased functionality.

Competition
The Company has experienced a tremendous amount of competition in the PC communication and multimedia products industry. In the communication products market, the Company's direct U.S. competitors include Zoom Telephonic, Cardinal Technology, Boca Research, Best Data, Hayes Microcomputers, U.S Robotics and MicroCom. Potential overseas competitors in this market, such as Aski, GVC and WiseCom, are primarily from the Far East and generally do not compete in the Company's retail market but instead focus on supplying large OEM's. In the multimedia products market, the Company's direct competitors include Creative Laboratory Ltd., Aztec Systems Ltd., Diamond Technology, Inc. and Pinnacle Micro.Many of the Company's current and potential competitors have a significantly greater market presence, name recognition and financial and technical resources than the Company, and many have long standing market positions and established brand names in their respective markets. While the Company believes that its semiconductor vendor flexibility enables it to select from among the most advanced components available, the captive semiconductor supplies of certain of the Company's current and potential competitors can provide them with greater control over component design, availability and cost. The Company believes that certain of its current and potential competitors compete in their markets largely on the basis of price, which may result in significant price competition and lower margins for the Company's products or otherwise affect the market for the Company's products. In addition, the PC communication and multimedia industries have been marked by consolidations in recent periods, with a number of firms suffering significant operating losses and, in certain cases, cessation of business. Given the Company's concentration in these markets, there can be no assurance that the volatility and intense competitive pressure of the market will not adversely affect the Company's operations in the future.The Company seeks to differentiate itself through the quality of its products and the level of its support and service. The Company designs its products for high reliability, good price value, compatibility with existing and emerging industry standards, and up to date product features and performance. The company has attempted to establish brand name recognition through periodic advertising on prime time television and through print advertising in major trade magazines and periodicals. To assure compatibility with multiple PC's, the Company performs extensive testing on its products. The market for the Company's products is characterized by rapidly changing technology, short product life cycles, and evolving industry standards. The Company believes that its future success will depend upon its ability to continually enhance its existing products and to introduce new products on a timely basis. Accordingly, the Company intends to continue to make investments in product and technological development.

Business Plan
The company's objective is to become leading supplier of innovative, high performance communications and multimedia products for the PC market. To achieve this objective, the company is pursuing the following strategies: (I) Capitalize on Engineering Expertise, (ii) Promote Manufacturing Advantages, (iii) Pursue Proven Markets, (iv) Target Newly Forming Markets and (v) Maintain High Attention to Customer Satisfaction.

Use of Proceeds
The proceeds from the proposed offering will be used for the acquisition of products and product components, repayment of existing commercial indebtedness, marketing and sales and working capital and other general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Aura Systems, Inc.94.00%77.00%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Sultan W. KhanChief Executive Officer, President and Director52
Steven C. VeenChief Financial Officer and Director41
David W. HarralsonDirector of Engineering56
Sonia KiarashiDirector of Marketing and Sales38
Asif M. KhanExecutive Vice President and Director52
Michael I. FrochSecretary and Director35

Warrant Information
# of Units:1,700,000
Unit Ticker: - Unit Price:
Warrant Ticker:NWCMW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Common Share + 1 Warrant
Warrant Entitlement: 1 Common Share


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